Rating Rationale
September 30, 2022 | Mumbai
 
UBL Trust 14
(Originator: ECL Finance Limited)
'Provisional CRISIL AA- (SO)' assigned to Series A1 PTCs
 
Rating Action
Trust Name Details Amount Rated (Rs.Crore) Pool Principal (Rs.Crore) Original Tenure# (Months) Credit Collateral (Rs.Crore) Rating& Rating Action
UBL Trust 14 Series A1 PTCs 21.1 23.44 29 2.04* Provisional CRISIL AA- (SO)@ Provisional Rating Assigned
1 crore = 10 million
Refer to annexure for Details of Instruments & Bank Facilities
#Indicates door to door tenure. Actual tenure will depend on the level of prepayments in the pool, and exercise of the clean-up call option
&Series A1 PTC holders are entitled to receive timely interest on a monthly basis, while the principal payment is promised on an ultimate basis
*Additional credit support includes Rs. 5.58 crore in form of scheduled cash flow subordination (assuming zero prepayments) – includes Rs 2.34 crore of equity tranche principal (10.0% of pool principal)
@A prefix of 'Provisional' indicates that the rating centrally factors in the strength of specific structures, and is contingent upon occurrence of certain steps or execution of certain documents by the issuer, as applicable, without which the rating would either have been different or not assigned ab initio. This is in compliance with a May 6, 2015 directive ‘Standardizing the term, rating symbol, and manner of disclosure with regards to conditional/ provisional/ in-principle ratings assigned by credit rating agencies' by Securities and Exchange Board of India (SEBI) and April 27, 2021 circular ‘Standardizing and Strengthening Policies on Provisional Rating by Credit Rating Agencies (CRAs) for Debt Instruments’ by SEBI

 

Detailed Rationale

CRISIL Ratings has assigned ‘Provisional CRISIL AA- (SO)’ to Series A1 pass-through certificates (PTCs) issued by ‘UBL Trust 14’. The transaction is backed by unsecured Small and Medium Enterprises (SME) loan receivables originated by ECL Finance Ltd. part of Edelweiss group (ECL Finance; rated CRISIL AA-/CRISIL PPMLD AA-r/Negative/CRISIL A1+).  The ratings are based on the credit support available to the PTCs, credit quality of underlying pool receivables, ECL Finance’s origination and servicing capabilities, and soundness of the transaction’s legal structure.

 

The transaction has a 'Par with EIS flowback' structure. ECL Finance will assign the loan receivables to ‘UBL Trust 14, a trust settled by Catalyst Trusteeship Pvt Ltd (CTL), which will then issue Series A1 PTCs for 90.0% of the pool principal. ECL Finance will continue to service the pool contracts as the servicing agent.

 

The PTCs are supported by the credit collateral – in the form of fixed deposit and cashflow subordination. The total credit support available in the transaction is as below:

 

  • External credit collateral of Rs 2.04 crore (8.7% of pool principal)
  • Internal credit support in the form of scheduled cashflow subordination, aggregating Rs 5.58 crore (23.8% of pool principal, assuming zero prepayments) for Series A1 PTCs.

 

Series A1 PTCs are entitled to monthly interest, while the principal payment is promised on an ultimate basis.

Key Rating Drivers & Detailed Description

Strengths:

  • Credit support available in the structure
    • Credit collateral of Rs 2.04 crore (8.7% of the pool principal) provides credit support to Series A1 PTCs. The PTCs also benefit from scheduled cashflow subordination aggregating Rs 5.58 crore for Series A1 PTCs (assuming zero prepayments) – including subordination of Equity tranche principal of Rs 2.34 crore (10.0% of pool principal).

 

  • Seasoning of contracts in the pool
    • The contracts in the pool have a weighted average seasoning of 6.2 months and amortisation of 20.7% as of the cut-off date (July 31, 2022).
    • All the contracts in the pool are current as of cut-off date

 

Weakness:

  • Borrower concentration in the pool
    • Top 10 borrowers account for 12.7% of the pool cash flows. Higher concentrated pools bear higher credit risk.
  • Potential impact of the pandemic on collections
    • Borrower cash flows could be impacted by factors such as high energy cost and moderation in demand on account of inflation and increasing interest rate scenario.

Liquidity: Strong

The credit collateral available in the transaction is Rs 2.04 crore (8.7% of the pool principal) is in the form of a fixed deposit. Liquidity is strong given that the credit enhancement available in the structure is sufficient to cover losses exceeding 1.5 times the currently estimated base shortfalls.

Rating Sensitivity factors

Upward

  • A sharp upgrade in rating of the servicer/originator
  • Credit enhancement (based on both internal and external credit enhancements) available in the structure exceeding 3.5 times the estimated base case shortfalls.

 

Downward

  • A sharp downgrade in rating of the servicer/originator
  • Non-adherence to the key transaction terms envisaged at the time of the rating
  • Credit enhancement (based on both internal and external credit enhancements) available in the structure falling below 2.8 times the estimated base case shortfalls.

 

These aspects have been factored by CRISIL Ratings in its rating analysis.

 

Additional disclosures for Provisional ratings:

The provisional rating is contingent upon execution of the following documents:

  • Trust deed
  • Assignment agreement
  • Accounts agreement
  • Servicing agreement
  • Power of attorney
  • Information memorandum
  • Legal opinion
  • Trustee letter
  • Representations and warranties letter
  • CA certificate

 

Additional documents executed for the transaction, if any, should also be provided. The provisional rating shall be converted into a final rating after receipt of transaction documents duly executed within 90 days from the date of issuance of the instrument.

 

The final rating assigned post conversion shall be consistent with the available documents. In case of non-receipt of the duly executed transaction documents within the above-mentioned timelines, the rating committee of CRISIL Ratings may grant an extension of up to another 90 days.

 

Rating that would have been assigned in absence of the pending steps/ documentation: In the absence of pending documentation considered while assigning provisional rating as mentioned above, CRISIL Ratings would not have assigned any rating.

 

Risks associated with provisional nature of credit rating:

A prefix of 'Provisional' to the rating symbol indicates that the rating is contingent upon occurrence of certain steps or execution of certain documents by the issuer, as applicable. In case the documents received and/or completion of steps deviates significantly from the expectations, CRISIL Ratings may take an appropriate action including placing the rating on watch or a rating/outlook change, depending on status of progress on a case to case basis. In the absence of the pending steps / documentation, the rating on the instrument would not have been assigned ab initio.

About the Pool

The pool securitised comprises unsecured SME loan receivables. The pool has weighted average net seasoning of 6.2 monthly instalments. The pool has a weighted average tenure of 27.8 months with top three states accounting for 56.9% of pool principal. Average ticket size of Rs 14.9 lakh with weighted average interest rate of 20.9%. All the contracts in the pool are current as on pool cut-off date (July 31, 2022). CRISIL Ratings has adequately factored all these aspects in its rating analysis.

 

Rating assumptions

To assess the base case shortfalls for the transaction, CRISIL Ratings has analysed the ECL’s origination

processes, portfolio performance and its static pool performance of originations since FY-13 as of March-22.

 

Based on these aspects, CRISIL Ratings has estimated base case shortfalls in the pool at 6.0% - 8.0% of cash flows.

 

  • CRISIL Ratings has assumed a monthly prepayment rate of 0.5% to 1.5% in its analysis.
  • CRISIL Ratings has adequately factored in the risks arising on account of counterparties (refer to counterparty details below)
  • 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/Track record

Effect on credit ratings in case of non-performance

Originator

ECL Finance

CRISIL AA-/CRISIL PPMLD AA-r/Negative/CRISIL A1+

No effect.

Servicer

ECL Finance

CRISIL AA-/CRISIL PPMLD AA-r/Negative/CRISIL A1+

Significant effect, because of change in servicing quality and replacement cost of servicer. However, currently CRISIL Ratings does not envisage the need for replacement. The Trust or investor has right to change the servicer with an intimation to CRISIL Ratings.

Collection and Payout Account Bank

ICICI Bank

Rated ‘CRISIL AAA/CRISIL AA+/Stable’

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

Collateral in the form of Fixed Deposit

ICICI Bank

Rated ‘CRISIL AAA/CRISIL AA+/Stable’

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

Trustee

Catalyst Trustee

-

Negligible effect. Can be replaced at minimal cost.

About the Originator

ECL Finance was incorporated in July 2005 and registered with the RBI as a non-deposit taking non-banking financial company. It is a wholly owned subsidiary of Edelweiss Group. It is focused on offering secured corporate loan products and retail loan products, which include corporate finance, loan against property, loan against marketable securities, real estate finance, public issue financing, MSME finance and structured finance. As on December 31, 2021, the company had assets of Rs 12,221 crore.

 

ECL Finance had reported PAT of Rs 35.9 crore on total income of Rs 1299 crore for 9 months of fiscal 2021, against a net loss of Rs 142 crore on total income of Rs 1,629 crore during corresponding period of previous fiscal.

 

About the Group

The Edelweiss group comprised 48 subsidiaries and associates as on March 31, 2021. The number of companies has come down from 74 as on March 31, 2016,and may come down further over the next few quarters (subject to requisite approvals). The group had 293 offices (including 10 international offices in 6 locations) in around 136 cities as on December 31, 2021. Furthermore, as part of streamlining its operating structure, the group has restructured the businesses into five verticals namely credit, insurance, asset management, asset reconstruction and wealth management.

 

The group is present across various financial services businesses, including loans to corporates and individuals, mortgage finance - loans against property and small-ticket housing loans, MSME finance, institutional and retail equity broking, corporate finance and advisory, wealth management, third-party financial products distribution, alternative and domestic asset management, and life and general insurance. In addition, the BMU focuses on liquidity and asset-liability management.

 

The group reported PAT of Rs 254 crore on total income of Rs 10,849 crore for fiscal 2021, against net loss of Rs 2,044 crore and total income of Rs 9,603 crore in fiscal 2020. During the nine months of fiscal 2022, the group reported net profit of Rs 167 crore on total income of Rs 5,389 crore, compared to net loss of Rs 382 crore and total income of Rs 6,367 crore during corresponding period in previous fiscal.

 

Key Financial Indicators: EFSL (Consolidated)

As on/For period ended December 31

Unit

2021

2020

Total assets

Rs crore

44108

53438

Total income

Rs crore

5389

6367

PAT (before minority interest)

Rs crore

167

-382

PAT (after minority interest)

Rs crore

146

-363

Stage III assets

%

4.9

6.19

Gearing

Times

2.8

3.6

Return on assets

%

0.5

-0.9

 

Past rated pools

CRISIL Ratings is rating the second transaction originated by ECL Finance. CRISIL Ratings has been receiving monthly performance report for the previous transaction.

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. The CRISIL Ratings' complexity levels are available on www.crisil.com/complexity-levels. Users are advised to refer to the CRISIL Ratings' complexity levels for instruments that they consider for investment. Users may also call the Customer Service Helpdesk with queries on specific instruments.

Annexure - Details of Instrument(s)

Type of Instrument

Rated Amount

(Rs.Crore)

Date of Allotment

Maturity

Date#

Coupon Rate (p.a.p.m)

Complexity Level

Outstanding

Rating&

Credit collateral (Rs.Crore)

Series A1 PTCs

21.10

20-Sept-22

20-Feb-25

11.00%

Highly complex

Provisional CRISIL AA- (SO)

2.04*

#Indicates door to door tenure. Actual tenure will depend on the level of prepayments in the pool, and exercise of the clean-up call option

&Series A1 PTC holders are entitled to receive timely interest on a monthly basis, while the principal payment is promised on an ultimate basis.

*Additional credit support includes Rs. 5.58 crore in form of scheduled cash flow subordination (assuming zero prepayments) - including subordination of Equity tranche principal of Rs 2.34 crore (10.0% of pool principal)

Annexure - Rating History for last 3 Years
  Current 2022 (History) 2021  2020  2019  Start of 2019
Instrument Type Outstanding Amount Rating Date Rating Date Rating Date Rating Date Rating Rating
Series A1 PTCs LT 21.1 Provisional CRISIL AA- (SO)   --   --   --   -- --
All amounts are in Rs.Cr.
Criteria Details
Links to related criteria
CRISILs rating methodology for ABS transactions
Legal analysis in structured finance transactions
Evaluating risks in securitisation transactions - A primer

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