Rating Rationale
July 05, 2024 | Mumbai

Sansar June 2024 Trust

(Originator: Shriram Finance Limited)

‘CRISIL AAA (SO)’ for 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

PTCs

1506.42

1506.42

72

192.07

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

*Including replenishment period (6 months) and amortization period (66 months). Actual maturity will depend on the level of collection shortfalls in the pool, the level of prepayments in the pool, occurrence of triggers during replenishment and amortisation period, and exercise of the clean-up call option

Detailed Rationale

CRISIL Ratings has converted its provisional ratings assigned to Pass-Through Certificates (PTCs) issued by ‘Sansar June 2024 Trust’ to final ratings of 'CRISIL AAA (SO)'. The PTCs were issued under a securitisation transaction backed by vehicle loans originated by Shriram Finance Limited (SFL; rated ‘CRISIL AA+/CRISIL PPMLD AA+/Stable/CRISIL A1+’).

 

This securitisation transaction is backed by receivables from a pool of commercial vehicle, passenger vehicle and construction equipment loans. The ratings are based on the expected credit quality of the pool backing the transaction, the origination and servicing capabilities of SFL, credit enhancement available to the PTCs, the transaction’s 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 ratings were assigned. Hence, CRISIL Ratings has converted the provisional ratings to final ratings.

 

Legal Documents

  • Amended and restated Declaration of Trust
  • Agreement to Assign
  • Deed of Assignment of Receivables in the process of Securitisation
  • Servicer Agreement
  • Cash Collateral Agreement
  • Subscription Agreement
  • Power of Attorney

 

Other Documents

  • Information Memorandum
  • Legal Opinion
  • Auditors Certificate
  • Representation and Warranties Letter
  • Trustee Awareness Letter

 

The PTCs are issued under a replenishment structure with door-to-door tenure of 72 months. Of this, the first 6 months serve as the replenishment period followed by the amortisation period of 66 months. During the replenishment period, monthly interest payments are promised to PTC investors. Residual cash flows from the pool during this period will be used to replenish the pool with fresh loan assets that meet pre-defined eligibility criteria. There would be no amounts flowing back to the originator during the replenishment period.

 

During the amortisation period, PTC investors are promised interest payments and principal repayments on a monthly basis. The residual cash flows will be used to make accelerated principal repayments to PTC investors until the cash collateral amount is equal to 18.5% of the outstanding PTC principal. The cash collateral can be utilised for making the promised interest payments during the replenishment period, and for making both promised interest payments and principal repayments during the amortisation period.

 

The transaction structure provides for certain trigger events, defined at the time of issuance of PTCs. Should any of the pre-defined trigger events occur during the replenishment period, the replenishment would stop and the amortisation period will come into effect. In case of any trigger event occurring during the amortisation period, surplus cash flows from the pool would be used for accelerated redemption of PTC principal.

 

Investor payouts for PTCs are supported by cash collateral and subordination of excess interest spread (EIS). SFL will continue to service loans in the pool as the servicing agent.

Key Rating Drivers & Detailed Description

Strengths:

  •                   Credit enhancement available in the transaction structure

                     Cash collateral of Rs 192.07 crore (12.75% of initial pool principal)

                     Subordination of excess interest spread (EIS). For the initial pool, assuming PTC amortisation from the first month, the scheduled EIS amounts to Rs 201.47 crore (13.4% of the initial pool principal).

                     Pool can also benefit from potential overcollateralization build-up prior to amortisation considering utilisation of EIS to purchase new loan assets during the replenishment period.

 

  •                   Borrower diversification and credit profile

                     The initial pool had 39,276 loans and is therefore, fairly diversified; top 10 borrowers contributed to only 0.1% of the initial pool principal. 

                     All contracts in the initial pool were current as of pool cut-off date i.e., 31-May-2024.

 

  •                   Legal soundness of the transaction structure

                     The legal structure envisaged for the transaction entails bankruptcy remoteness of the pool of receivables and credit enhancement from the originator, and adherence to prevailing regulations on securitisations.

                     These shall be certified through an independent legal opinion from an external legal counsel.

 

Weakness:

                     Pool comprises contracts having high ticket size and high interest rates that have exhibited higher delinquencies in the used-asset segment at the portfolio level.

                     Potential changes in the pool during replenishment period; however, these changes are controlled within certain boundary conditions established through well-defined eligibility criteria for new loans added to the pool and replenishment termination events to prevent excessive build-up of risks in the pool.

 

  •                   Effect of potential macro-economic headwinds

                     The pool’s collection performance could be hampered in a challenging macroeconomic environment and would remain susceptible to factors like increasing fuel costs, increasing interest rates, and demand moderation owing to inflation and geo-political uncertainties.

 

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

Liquidity: Strong

The cash collateral available in the transaction structure is Rs 192.07 crore (12.75% of the initial pool principal) which is in the form of a fixed deposit. Liquidity is strong given that the credit enhancement (internal and external combined) in the structure is sufficient to cover losses exceeding 1.5 times the currently estimated base shortfalls.

Rating Sensitivity factors

Upward factors

  • None
     

Downward factors

  • Credit enhancement (based on both internal and external credit enhancements) failing to cover losses of 2.5 times the estimated base case shortfalls due to weaker than expected pool collections.
  • 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 replenishing pool of receivables from passenger vehicle, commercial vehicle and construction equipment loans (54.2%, 38.7% and 7.0%, respectively, of the initial pool principal) originated by SFL. As of the pool cut-off date (31-May-2024), the initial pool loans had a weighted average seasoning of 8.2 months, a weighted average interest rate of 17.9%, a weighted average LTV ratio of 71.8%, a weighted average original tenure of 42.1 months, and an average original loan amount of Rs 4.6 lakh. The top 3 states (Karnataka, Tamil Nadu and Andhra Pradesh) contributed 40.2% of the initial pool principal.

 

Eligibility criteria for the pool loans to be added in monthly replenishments are listed below:

Parameter

Criteria

Nature of loans

Vehicles (CVs) registered and located in India
Replenishment from CV loans only

Asset class-wise maximum proportion

Passenger vehicle (PV, 55%), heavy commercial vehicle (HCV, 40%), light commercial vehicle (LCV, 25%) and construction equipment (CE, 7.5%)

Delinquency

No principal or interest is overdue by more than 1 month and no other event of default for any loan contract

Maturity

Pool maturity shall not be more than 72 months from the date of assignment of loans (replenishment period of 6 months + amortisation period of 66 months).

 

Other eligibility criteria

Current CV pool characteristics

Seasoning

At least 7.5 months

8.2 months

Tenure (months)

Max 60 months

42.1 months

Wt. Avg. Loan to value (LTV)

Max 75%

71.8%

Avg ticket size on cut-off date

Rs 4.0 lakh

Rs 3.8 lakh average POS,
Rs 4.6 lakh average original disbursement

Wt. Avg. IRR

Max 20%

17.9%

Maximum original tenure

10 years

97 months

Pool loan IRR

In the range of 12% - 30%

Geographical concentration

<15% of the loans from a single state (% of POS)

<20% of the loans from a single state (% of no. of individual loans outstanding)

 

Replenishment termination events:

Parameter

Criteria

 

Issuer rating

Rating downgrade of the Issuer to below AA+ by any domestic CRA, or below BB by any international rating agency

 

Asset quality

Gross and Net Stage 3 assets of the Originator exceed 10% and 5% respectively

 

Pool performance

30 days overdue exceeds 4% at the end of the first 3 months or 8.5% anytime after that, or 60 days overdue exceeds 2% at the end of the first 3 months or 4% anytime after that

 

Repayments

Cumulative repayments on the underlying loans exceeds 40% of the original pool

 

PTC Event of Default

Any scheduled principal or interest payout on the PTCs is not made on scheduled payout date

 

Backup servicer trigger event

  • insolvency of the Servicer
  • voluntary winding up of the Servicer or an order for winding up of the Servicer is made by any competent Court;
  • the Servicer is prevented by any competent regulatory agency from carrying on its business;
  • breach of obligations under the collection and servicing agency agreement;
  • breach of any representations or warranties made by the Servicer;
  • reorganisation, liquidation or dissolution of the Servicer;
  • appointment of a resolution professional, receiver or liquidator;
  • if the moneys held in trust by the Servicer are jeopardised for any reason whatsoever;
  • attachment, restraint on the assets of the Servicer or certificate proceedings against the Servicer; and
  • any event which would in the opinion of the Trustee (acting on the instructions of the investor in the PTCs) preclude the Servicer from performance of its obligations under the collection and servicing agency agreement obligations of the Servicer being or becoming void, voidable, unenforceable or ineffective.
  • Downgrade in the rating of the Servicer to below AA by any domestic Rating Agency or below B+ by S&P or below BB- by Fitch
 

 

Rating assumptions

To assess the base case shortfalls for the transaction, CRISIL Ratings has analysed the 90+ delinquency performance of static pools of SFL’s commercial vehicle loan originations over the period FY11 to FY23 (with performance until December 2023). CRISIL Ratings has also analysed the portfolio cuts based on original tenure, loan amount, state, interest rate etc. and compared the pool with the portfolio on these parameters.

 

CRISIL Ratings has also analysed the dynamic portfolio delinquencies of SFL’s portfolio across various portfolio segments. As of December 2023, the 90+ delinquency for SFL’s used CV and new CV portfolios was 3.1% and 3.6% respectively. As of March 2023, the 90+ delinquency for HCV, LCV and PV loan segments of the vehicle loan portfolio was 3.8%, 2.0% and 2.5% respectively. CRISIL has also considered the performance of rated securitisation transactions of SFL.
 

CRISIL Ratings has factored pool-specific characteristics, and potential changes to the pool during the replenishment period based on the eligibility criteria and replenishment termination events and estimated the base case peak shortfalls in the pool in the range of 6.0-8.0% of pool cash flows.

 

CRISIL Ratings has also assumed a monthly prepayment of 0.5%-1.5% in its credit enhancement calculation. CRISIL Ratings has adequately factored in the transaction structure and risks arising out of counterparties (please refer to Annexure 4 for more details). CRISIL Ratings has run sensitivities based on various shortfall timing curves (front-ended, back-ended and normal) and has adequately factored the same in its analysis. CRISIL Ratings does not envisage any risk arising on account of commingling of cash flows since its short-term rating on the servicer is ‘CRISIL A1+’.

 

Counterparty details

Capacity

Counterparty

Rating

Effect on PTC ratings in case of non- performance

Originator and seller

SFL

CRISIL AA+/CRISIL PPMLD AA+/Stable/CRISIL A1+

No effect.

Servicer

SFL

CRISIL AA+/CRISIL PPMLD AA+/Stable/CRISIL A1+

Significant effect, because of change in servicing quality and replacement cost of the Servicer. However, CRISIL Ratings does not currently envisage the need for replacement. The Trustee, on behalf of the investors, shall retain the right to appoint a replacement Servicer in the occurrence of a ‘Servicer Event of Default’ as per the terms of the transaction.

Collection and Payout Account (CPA) Bank

Barclays Bank PLC

Not rated by CRISIL Ratings

Negligible effect. As per the terms of the transaction, the Trustee, on behalf of the investors, has the right to change the CPA Bank.

Cash Collateral bank

Barclays Bank PLC

Not rated by CRISIL Ratings

Negligible effect. As per the terms of the transaction, the Trustee, on behalf of the investors, has the right to change the Bank with which the Cash Collateral fixed deposits are maintained.

Trustee

Catalyst Trusteeship Limited

Not rated by CRISIL Ratings

Negligible effect. As per the terms of the transaction, the Trustee can be replaced by the investors holding majority interest.

 

About the Originator

Following the consummation of the merger of Shriram City Union Finance Limited (SCUF) and demerged undertaking of Shriram Capital Limited with Shriram Transport Finance Company Limited (STFCL), the company has been renamed to Shriram Finance Limited (SFL). Shriram Housing Finance Limited (SHFL) continues to operate as a subsidiary of SFL which holds around 84.2% stake in the SHFL. Pursuant to the consummation of the transaction, Shriram Capital Limited and SCUF cease to exist.

 

SFL, incorporated in 1979, was registered with RBI as a deposit-taking, asset-financing non-banking financial company and predominantly provides financing for vehicles such as CVs (both pre-owned and new), tractors, and passenger vehicles. Erstwhile SCUF (now merged into SFL) was incorporated in 1986 and operated in the retail financing segment with a focus on small enterprise loans, two-wheeler loans, gold loans, housing loans and others (auto and personal loans).

Key Financial Indicators

As on/for year ending

Unit

Dec-23

Mar-23

Mar-22^

Assets under Management (AUM)

Rs crore

2,26,259

1,93,730

1,27,041

Total income (net of interest expenses)

Rs crore

15,170

17,577

9,540

Profit after tax

Rs crore

5,378

6,020

2,721

Gross NPA (Gross Stage-3)*

%

5.6

6.0

7.0

On-book gearing

Times

3.9

3.8

4.4

Return on managed assets

%

3.1

3.0

2.0

*Gross Stage 3 estimated on combined basis for SFL and SHFL

^Pre-merger

 

Performance of previously rated transactions

CRISIL Ratings has ratings outstanding on instruments issued under 20+ securitisation transactions backed by SFL-originated loans. CRISIL Ratings is receiving monthly performance reports pertaining to these transactions. The cumulative collection efficiency in the underlying pools for these transactions range from ~93% to ~100% as of May-2024 payouts, with 90+ delinquency remaining at or below 3.5% of the initial pool principal.

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 instrument

Date of allotment

Coupon rate

Maturity

date@

Size of the issue (Rs.Crore)

Complexity level

Rating assigned

Cash collateral (Rs.Crore)

INE0YWN15017

PTCs

03-Jul-2024

8.85% p.a.p.m.

25-Jun-2030

1,506.42

Highly complex

CRISIL AAA (SO)

192.07

 @Indicates legal final maturity date for the instrument. Actual maturity date 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. The instrument tenure includes a replenishment period of up to 6 months and amortization period of 66 months.

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
PTCs LT 1506.42 CRISIL AAA (SO) 03-07-24 Provisional CRISIL AAA (SO)   --   --   -- --
All amounts are in Rs.Cr.
Criteria Details
Links to related criteria
Meaning and applicability of SO and CE symbol
CRISILs rating methodology for ABS transactions
Evaluating risks in securitisation transactions - A primer

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