Rating Rationale
June 13, 2024 | Mumbai

TANJIRO CV TRUST MAY 2024

(Originator: IndoStar Capital Finance Limited)

'Provisional CRISIL AAA (SO)' assigned to Series A1 SNs; 'Provisional CRISIL A+ (SO)' assigned to Series A2 SNs

 

Rating Action:

Trust Name

Details

Pool Principal (Rs.Crore)

Rated Amount

(Rs.Crore)

Original Tenure (Months)

Cash Collateral (Rs.Crore)

Ratings/ Credit Opinions@&

Rating Action

Tanjiro CV Trust May 2024

Series A1 SNs

187.65

180.15

40

18.77

Provisional CRISIL AAA (SO)

Provisional Rating Assigned

Series A2 SNs

7.51

Provisional CRISIL A+ (SO)

Provisional Rating Assigned

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

.@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.

&The rating on Series A2 SNs only addresses the likelihood of principal repayment by the legal final maturity date, and not the payment of residual EIS amounts

 

Detailed Rationale

CRISIL Ratings has assigned its ‘Provisional CRISIL AAA (SO)’ rating to Series A1 securitisation notes (SNs) and ‘Provisional CRISIL A+ (SO)’ rating to Series A2 SNs issued by ‘Tanjiro CV Trust May 2024’ under a securitisation transaction backed by receivables from loans originated by IndoStar Capital Finance Limited (IndoStar; rated ‘CRISIL AA-/Negative/CRISIL A1+’).

 

The provisional ratings are based on the credit enhancement available to support promised PTC payouts, the expected credit quality of the underlying pool, IndoStar’s origination and servicing capabilities, and the expected soundness of the transaction’s legal structure and payment mechanism.

 

The transaction has a ‘Par with EIS’ structure. IndoStar will assign the pool to ‘Tanjiro CV Trust May 2024’, a Trust settled by the transaction’s Trustee, i.e. IDBI Trusteeship Services Limited (ITSL), in exchange for a purchase consideration amounting to 100.0% of the initial pool principal as on the cut-off date. The Trust will issue Series A1 SNs and Series A2 SNs for amounts equalling 96.0% and 4.0%, respectively, of the initial pool principal as on the cut-off date. The Trustee will appoint IndoStar as the Servicer, and collections from the pool will be transferred to the Collection and Payout Account (CPA) on a monthly basis to make investor payouts as per the transaction’s waterfall mechanism.

 

Interest payments to Series A1 SNs are promised on a monthly basis. While Series A1 SNs are outstanding, 96% of the monthly pool principal billing and the entire prepayment collections are promised as monthly principal repayment to Series A1 SNs, while 4% of the monthly pool principal billing is expected but not promised as monthly principal repayment to Series A1 SNs. The cash collateral would be used to meet shortfalls in monthly promised interest and principal payouts to Series A1 SNs as set out in the waterfall mechanism.

 

Post redemption of Series A1 SNs, the entire monthly pool principal billing and prepayment collections are promised as monthly principal repayment to Series A2 SNs. Post redemption of Series A1 SNs, outstanding principal on the Series A2 SNs, if any, is also promised as principal repayment on the Series A2 SN’s legal final maturity date. Post redemption of the Series A1 SNs, the cash collateral would be available to meet shortfalls in the principal repayment of Series A2 SNs as set out in the waterfall mechanism. Series A2 SN investors are also expected to receive residual EIS amounts on a monthly basis, however, the rating on Series A2 SNs only addresses the likelihood of principal repayment, and not the payment of residual EIS amounts.

 

Credit enhancement available in the transaction structure to support promised SN payouts is as below:

 

  • Cash collateral of INR 18.77 crore (10.0% of the initial pool principal) for Series A1 SNs investor payouts and Series A2 SNs principal repayment
  • Scheduled cashflow subordination aggregating to Rs 35.04 crore (18.7% of pool principal, assuming zero prepayments) for Series A1 SNs – including subordination of Series A2 SN principal of Rs 7.51 crore (4.0% of pool principal).

 

Subordination of scheduled excess interest spread of Rs 27.54 crore (14.7% of pool principal, assuming zero prepayments) for the principal repayment of Series A2 SNs

Key Rating Drivers & Detailed Description

Strengths:

  • Cash collateral of INR 18.77 crore (10.0% of the initial pool principal) for Series A1 SNs investor payouts and Series A2 SNs principal repayment
  • Scheduled cashflow subordination aggregating to Rs 35.04 crore (18.7% of pool principal, assuming zero prepayments) for Series A1 SNs – including subordination of Series A2 SN principal of Rs 7.51 crore (4.0% of pool principal)
  • Subordination of excess interest spread of Rs 27.54 crore (14.7% of pool principal, assuming zero prepayments) for the principal repayment of Series A2 SNs
     
  • Payment track record of contracts in the pool
    • Loans in the pool have a weighted average seasoning of 8.6 months, during which 20.2% of the disbursed principal has been amortised prior to securitisation. All loans were current on repayment as of the pool cut-off date (30-April-2024) and had no instances of delinquency prior to securitisation.

 

Weakness:

  • 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.


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

Liquidity: Strong for Series A1 SNs and Series A2 SNs

Liquidity position is strong given that the credit enhancement (internal and external combined) in the structure is above 1.5 times the estimated base shortfalls on the residual pool cash flows.

Rating Sensitivity factors

Upward factors

  • For Series A1 SNs: None.
  • For Series A2 SNs: Credit enhancement (based on both internal and external credit enhancements) exceeding 1.7 times the estimated base case shortfalls.

 

Downward factors

  • For Series A1 SNs: Credit enhancement (based on both internal and external credit enhancements) falling below 2.0 times the estimated base case shortfalls.
  • For Series A2 SNs: Credit enhancement (based on both internal and external credit enhancements) falling below 1.5 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 receivables from used and new vehicle loans originated by IndoStar. As of the pool cut-off date (30-April-2024), the pool loans had a weighted average seasoning of 8.6 months, a weighted average interest rate of 18.3%, a weighted average LTV ratio of 74.3%, a weighted average original tenure of 41.3 months, and an average original loan amount of Rs 6.4 lakh. The top 3 states (Tamil Nadu, Madhya Pradesh and West Bengal) contributed 34.8% of the initial pool principal. All the underlying pool loans were current on repayment as on the cut-off date.

 

Rating assumptions

To assess the base case shortfalls for the transaction, CRISIL Ratings has analysed static pool delinquency information on vehicle loans originated by IndoStar over the period Oct-2017 to Dec-2023 (with performance data till Mar-2024), in addition to write-offs and ARC sales from the vehicle loan 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.

 

In addition, CRISIL Ratings has factored in the following:

 

  • CRISIL Ratings has assumed a monthly prepayment rate of 0.5-1.5% of the initial pool principal.
  • CRISIL Ratings does not envisage any risk arising on account of commingling of cash flows given its short-term rating on the servicer.
  • CRISIL Ratings has factored in the risks arising on account of transaction counterparties.
  • CRISIL Ratings has factored in sensitivities based on various shortfall timing curves (front-ended, back-ended and normal).

 

Counterparty details

Capacity

Counterparty

Rating

Effect on transaction rating in case of non-performance

Originator

IndoStar

CRISIL AA-/Negative/CRISIL A1+

No effect.

Servicer

IndoStar

CRISIL AA-/Negative/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

ICICI Bank Limited

CRISIL AAA/CRISIL AA+/Stable

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

ICICI Bank Limited

CRISIL AAA/CRISIL AA+/Stable

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

ITSL

Not rated

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

 

Additional disclosures for Provisional ratings:

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

 

Executed documents:

  • Trust Deed
  • Deed of Assignment
  • Collateral Agreement
  • Power of Attorney

 

 Other documents:

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

 

Additional documents, if any, executed for the transaction should also be provided along with the above documents. 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 in line with its policy on provisional ratings.

 

Rating that would have been assigned in absence of the pending documentation:

In the absence of 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 execution of certain documents by the issuer, as applicable. In case the documents received deviate significantly from the expectations, CRISIL Ratings may take appropriate action including placing the rating on watch or a rating change, depending on status of progress on a case-to-case basis. In the absence of the pending documentation, the rating on the instrument would not have been assigned ab initio.

 

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.

 Key Financial Indicators

For the period ended March 31 (Consolidated)

Unit

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)

Unit

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

 

Performance of previously rated transactions

CRISIL Ratings has ratings outstanding on instruments issued under 5 securitisation transactions backed by IndoStar-originated loans. CRISIL Ratings is receiving monthly performance reports pertaining to these transactions. The cumulative collection efficiency in the underlying pools for transactions where payouts had commenced range from ~97% to ~99% as of Mar-2024 payouts, with 90+ delinquency below 2.5% 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 the instrument

Date of allotment

Coupon rate

Maturity

date#

Size of the issue (Rs.Crore)

Complexity level

Rating assigned@

Cash collateral (Rs.Crore)

NA

Series A1 SNs

04-Jun-2024

9.45% p.a.p.m.

16-Sep-2027

180.15

Highly complex

Provisional CRISIL AAA (SO)

18.77

NA

Series A2 SNs

04-Jun-2024

Variable (residual EIS)

16-Sep-2027

7.51

Highly complex

Provisional CRISIL A+ (SO)

18.77

^ISIN details for instruments were not available as of date.

#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 rating on Series A2 SNs only addresses the likelihood of principal repayment by the legal final maturity date, and not the payment of residual EIS amounts

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 SNs LT 180.15 Provisional CRISIL AAA (SO)   --   --   --   -- --
Series A2 SNs LT 7.51 Provisional CRISIL A+ (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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