Rating Rationale
March 21, 2024 | Mumbai
 
Sun CV Trust Dec 2023
(Originator: IndoStar Capital Finance Limited)
'CRISIL AAA (SO)’ for Series A1 PTCs converted from provisional rating to final rating
 
Rating Action
Tranche Name Amount Rated (Rs.Crore) Outstanding Amount (Rs.Crore) Balance Tenure Credit Collateral (Rs.Crore) Ratings/Credit Opinions Rating Action
Series A1 PTCs 193.82 175.16 50 20.40 CRISIL AAA (SO) Converted from Provisional Rating to Final Rating
Note: None of the Directors on CRISIL Ratings Limited’s Board are members of rating committee and thus do not participate in discussion or assignment of any ratings. The Board of Directors also does not discuss any ratings at its meetings.
1 crore = 10 million
Refer to annexure for Details of Instruments & Bank Facilities

 

Detailed Rationale

CRISIL Ratings has converted its provisional ratings assigned to Pass Through Certificates (PTCs) issued by ‘Sun CV Trust Dec 2023’ to final ratings of 'CRISIL AAA (SO)' under a securitisation transaction originated by IndoStar Capital Finance Limited (IndoStar; rated ‘CRISIL AA-/Negative/CRISIL A1+’).

 

This securitisation transaction is backed by receivables from vehicle loans originated by IndoStar. The rating is based on the credit support available to the PTCs, credit quality of underlying receivables, IndoStar’s origination and servicing capabilities, the payment mechanism, and soundness of the transaction’s legal structure.

 

CRISIL Ratings has now received the final legal/executed documents for this transaction. These executed documents are in line with terms of the transaction envisaged when provisional rating was assigned. Hence, CRISIL Ratings has converted the provisional ratings to final ratings.

 

Executed documents:

  • Amended and restated Declaration of Trust
  • Deed of Assignment of Receivables in the process of Securitisation
  • Collateral Agreement
  • Power of Attorney

 

Other Documents:

  • Information Memorandum
  • Legal Opinion
  • Trustee Letter
  • Auditor’s Certificate
  • Originator’s Representations and Warranties Letter

 

The transaction has a ‘Par with turbo amortisation’ structure. IndoStar has assigned the pool to ‘Sun CV Trust Dec 2023’, a trust settled by Catalyst Trusteeship Limited (CTL), which will in turn has issued Series A1 PTCs to investors in exchange for a purchase consideration amounting to 95.0% of the initial pool principal. IndoStar will continue to service the underlying loan pool.

 

Series A1 PTCs are promised monthly interest payments on a timely basis. Principal repayment, while expected on a monthly basis, is promised only on an ultimate basis by the instrument’s legal final maturity. The residual cashflows shall be utilised to make additional principal repayment to Series A1 PTCs on a monthly basis.

 

The credit enhancements available in the transaction to support PTC payouts are described below:

  • Internal credit enhancement from scheduled cashflow subordination (assuming zero prepayments, zero collection shortfalls, and 100% of residual cashflows being used to prepay/turbo-amortise PTCs) aggregating to Rs 42.26 crore (20.7% of pool principal) which includes Rs 10.20 crore of principal overcollateralisation (5.0% of initial pool principal) and Rs 32.06 crore of scheduled excess interest spread (15.7% of initial pool principal).
  • External credit enhancement from a cash collateral of Rs 20.40 crore (10.0% of initial pool principal).

Key Rating Drivers & Detailed Description

Strengths:

  • Credit enhancement available in the structure: A cash collateral sized at INR 20.40 crore (10.0% of the initial pool principal) provides external credit enhancement to the Series A1 PTCs. The PTCs also benefit from internal credit enhancement through scheduled cashflow subordination (assuming zero prepayment, zero collection shortfall, and 100% of residual cashflows being used to prepay PTCs) of INR 42.26 crore (20.7% of initial pool principal) – including principal overcollateralisation of INR 10.20 crore (5.0% of initial pool principal) and Rs 32.06 crore of scheduled excess interest spread (15.7% of initial pool principal).

 

  • Payment track record of contracts in the pool: Loans in the pool have a weighted average seasoning of 10.5 months (measured from first instalment date to pool cut-off date). This has led to 22.2% of the disbursed principal being amortised prior to securitisation. All loans were current on repayment as of the pool cut-off date (30-Nov-2023) and had no instances of delinquency prior to securitisation.

 

Weaknesses:

  • High proportion of heavy commercial vehicle (HCV) loans: The pool contains a larger proportion of HCV loans than IndoStar’s aggregate vehicle loan portfolio. Compared to other vehicle loans, HCV loans have exhibited higher delinquencies at the portfolio level.

 

  • Potential effect of macroeconomic headwinds: The underlying borrowers’ cashflows could come under pressure due to a challenging macroeconomic environment. Headwinds such as increased fuel costs, a rising interest rate scenario, and moderation in demand on account of inflation may hamper the pool’s collection performance.

Liquidity: Strong

The cash collateral available in the transaction is INR 20.40 crore which is in the form of fixed deposits. Liquidity is strong given that the credit enhancement (internal and external combined) in the structure is sufficient to cover losses exceeding 2.5 times the currently estimated base shortfalls.

 

CRISIL Ratings has adequately factored these aspects into its rating analysis.

Rating Sensitivity factors

Upward: None

 

Downward

  • Credit enhancement (based on both internal and external credit enhancements) falling below 2.0 times the estimated base case shortfalls.
  • A sharp downgrade in the rating of the servicer/originator.
  • Non-adherence to the key transaction terms envisaged at the time of the rating.

About the Pool

The securitisation transaction is backed by a pool of used and new vehicle loan receivables originated by IndoStar. As of the pool cut-off date, pool loans had a weighted average seasoning of 10.5 months (measured from the first instalment date to cut-off date) and a weighted average tenure of 41.7 months (measured from disbursment date to the last EMI date). The pool loans had an average disbursement amount of INR 6.6 lakh, with a weighted average IRR of 18.0% and a weighted average LTV of 68.9%. Loans originated in the top 3 states (Tamil Nadu, West Begal, Jharkhand) accounted for 39.0% of the initial pool principal. The proportion of used vehicle loans was 96.0%. As of the cut-off date (Novmeber 30, 2023), all loans were current on repayment, and had shown zero instances of delinquency since disbursement.

 

Rating Assumptions

To assess the base case shortfalls for the transaction, CRISIL has analysed static pool delinquency information on vehicle loans originated by Indostar over the period Oct-2017 to Jun-2023 (with performance data till Sep-2023), write-offs and ARC sales from the vehicle loan portfolio, and the impact of the identified control deficiencies on the performance of the portfolio. CRISIL has also analysed the performance of previously rated IndoStar-originated securitisation transactions, along with the collection efficiency and dynamic delinquency performance of IndoStar’s vehicle finance portfolio.

 

CRISIL Ratings has also factored in pool-specific characteristics, including seasoning, LTV levels, IRRs, and past track record of borrowers forming part of the pool.

 

Based on these, CRISIL has estimated base case shortfalls in the pool at 6.0% - 8.0% of cash flows. CRISIL has also assumed a monthly prepayment of 0.5% - 1.0% in its credit enhancement calculation. CRISIL Ratings does not envisage any risk arising on account of commingling of cash flows given CRISIL Ratings’ short-term view of the servicer. CRISIL Ratings has adequately factored in the risks arising on account of the counterparties. CRISIL Ratings has run sensitivities based on various shortfall curves (front-ended, back-ended and normal) and has adequately factored the same in its analysis.

 

Counterparty Details

Capacity

Counterparty Name

Counterparty Rating

Effect on credit ratings in case of non-performance

Originator

IndoStar

Rated ‘CRISIL AA-/Negative/CRISIL A1+’

No effect.

Servicer

 

IndoStar

Rated ‘CRISIL AA-/Negative/CRISIL A1+’

Significant effect, because of change in servicing quality and replacement cost of servicer. The Trust or investor has right to change the servicer with an intimation to CRISIL Ratings.

Collection and Payout Account Bank

DBS Bank India Limited

Rated ‘CRISIL AAA/Stable/CRISIL A1+’

Negligible effect. Account bank can be changed without impacting the rating.

Cash collateral in the form of Fixed Deposit

ICICI Bank Limited

Rated ‘CRISIL AAA/CRISIL AA+/Stable’

Negligible effect. Bank with whom the fixed deposit is maintained can be changed without impacting the rating.

Trustee

CTL

Not rated by CRISIL Ratings

Negligible effect. Can be replaced at minimal cost.

 

About the Originator

IndoStar, incorporated in July 2009, is registered with the Reserve Bank of India as a systemically important, non-deposit taking non-banking financial company. The company was founded and incorporated by private equity players (Everstone, Goldman Sachs, Baer Capital Partners, ACPI Investment managers, and CDIB International) with an initial capital of around Rs 900 crore. In May 2020, Brookfield invested Rs 1,225 crore and became the largest shareholder and co-promoter. As on date, Brookfield holds 56.20% stake, followed by the Everstone group) at 18.8%. Everstone Group have completed the sale of 14.21% of the total paid-up equity share capital of the Company through an Offer for Sale, to comply with the minimum public shareholding requirements as per SEBI. Pursuant to the same, Everstone Group’s holding stands at 18.8% and public shareholding in the company increased to 25% w.e.f. 05th May 2023. 

IndoStar started business as a wholesale financier in fiscal 2011 and entered the SME finance (loans against property) segment in fiscal 2015. In fiscal 2018, the company started offering vehicle finance and housing finance (through wholly owned subsidiary, IndoStar Home Finance Pvt Ltd). In fiscal 2019, IndoStar acquired the CV finance business of IIFL Finance Ltd. The company plans to focus on used CV financing and affordable housing finance hereon 

Key Financial Indicators

For the period ended March 31 (consolidated)

 

2023

2022

Total assets

Rs crore

9,122

9,661

Total income (net of interest)

Rs crore

599

635

PAT

Rs crore

225

-737

GS3 assets

%

6.8

13.6

Gearing

%

1.8

2.1

Return on average assets 

%

2.4

-7

 

 

 

 

For the period ended June 30 (consolidated)

 

2023

2022

Total assets

Rs crore

9259

8402

Total income (net of interest)

Rs crore

145

148

PAT

Rs crore

39

61

GS3 assets

%

6.6

8.2

Gearing

%

1.9

2

Return on average assets 

%

1.7

2.6

 

Past rated pools

This is the sixth securitisation transaction backed by IndoStar-originated loan receivables to be rated by CRISIL Ratings. CRISIL Ratings receives monthly servicer and payout reports from the Trustee for transactions where ratings are outstanding.

Any other information: Not Applicable

Note on complexity levels of the rated instrument:
CRISIL Ratings` complexity levels are assigned to various types of financial instruments and are included (where applicable) in the 'Annexure - Details of Instrument' in this Rating Rationale.

CRISIL Ratings will disclose complexity level for all securities - including those that are yet to be placed - based on available information. The complexity level for instruments may be updated, where required, in the rating rationale published subsequent to the issuance of the instrument when details on such features are available.

For more details on the CRISIL Ratings` complexity levels please visit www.crisilratings.com. Users may also call the Customer Service Helpdesk with queries on specific instruments.

Annexure - Details of Instrument(s)

ISIN

Name of security

Date of

allotment

Coupon

rate (%)

Maturity

Date#

Issue size

(Rs.Crore)

Complexity

level

Rating assigned

Cash Collateral

(Rs.Crore)

INE0SVT15018

Series A1 PTCs

27-Dec-2023

9.55% p.a.p.m.

20-Apr-2028

193.82

Highly Complex

CRISIL AAA (SO)

20.40

#Indicates legal final maturity date for the instruments. Actual maturity will depend on the level of collection shortfalls in the pool, the level of prepayments in the pool, and exercise of the clean-up call option.

Annexure - Rating History for last 3 Years
  Current 2024 (History) 2023  2022  2021  Start of 2021
Instrument Type Outstanding Amount Rating Date Rating Date Rating Date Rating Date Rating Rating
Series A1 PTCs LT 193.82 CRISIL AAA (SO) 16-01-24 Provisional CRISIL AAA (SO)   --   --   -- --
All amounts are in Rs.Cr.
Criteria Details
Links to related criteria
Meaning and applicability of SO and CE symbol
Evaluating risks in securitisation transactions - A primer
CRISILs rating methodology for ABS transactions

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