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| Product | Quantum (Rs. Cr) | Long Term Rating | Short Term Rating |
| Pass Through Certificates (PTCs) | 47.96 | ACUITE A | SO | Reaffirmed | - |
| Total Outstanding | 47.96 | - | - |
| Total Withdrawn | 0.00 | - | - |
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Rating Rationale |
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Acuité has reaffirmed the long-term rating of ‘ACUITE A(SO)’ (read as ACUITE A (Structured Obligation)) to the outstanding Pass Through Certificates (PTCs) of Rs. 47.96 Cr. issued by India Retail Pool 26 (Trust) under a securitisation transaction originated by Sammaan Capital Limited (Erstwhile Indiabulls Housing Finance Limited (IHFL)) (The Originator).
The PTC has amortised by 33.49%. and the outstanding PTC amount after the August '25 payout stood at Rs. 47.96 Cr. The rating addresses the timely payment of interest and principal on monthly payment dates in accordance with the transaction documentation. The transaction is structured at par. The rating is based on the strength of cash flows from the selected pool of contracts; the credit enhancement is available in the form of: (i) Excess cash flow (principal arising due to non-servicing of junior tranche) to the tune of 13.74% of the pool principal o/s (ii) Investment in ABFRL Mutual Funds to the tune of 13.74% of the pool principal o/s (iii)Excess Interest Spread of 160.86% of the pool principal o/s |
| About the Originator |
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The company was founded in the year 2000 as ‘Indiabulls Financial Services Limited’. In 2020, the erstwhile promoter relinquished his position as Chairman of the Board, and SS Mundra, ex-Deputy Governor of the RBI, took over as the Independent, non-executive Chairman. New independent directors with depth of experience in areas relevant to the business were also inducted. Further, the erstwhile promoter pared his stake, and following his depromoterisation by the stock exchanges in February 2023, completely sold all his holdings. From a promoter-led company, SCL has repositioned itself as a board-run, professionally managed, diversely-held financial institution. Now the board exercises effective oversight over all aspects of the company’s operations. Following this transformation the company has rebranded itself as Sammaan Capital Limited. As part of an institutionalisation exercise, the erstwhile promoter group had exited entire stake in the entity and the company is professionally managed. The present directors of the company are Mr.Gagan Banga, Mr. Sachin Chaudhary, Mr. Achuthan Siddharth, Mr. Dinabandhu Mohapatra, Mr. Satish Chand Mathur, Mr. Subhash Sheoratan Mundra, Ms. Shefali Shah and Mr. Rajiv Gupta. For fiscal 2025, SCL had reported a loss of ~Rs 1,807 Cr. on total income of ~Rs 8,683 Cr. on account of high provisioning. The PAT and Total Income for FY24 stood at ~Rs. 1,217 Cr. and ~Rs. 8,624 Cr. respectively. Sammaan Capital Limited has it's corporate office in Mumbai and registered office in New Delhi. |
| Standalone Rating of the Originator ((if rated by Acuite) |
| Acuite does not rate the Originator |
| Assessment of the Pool |
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As per the initial rating, the underlying pool in the current Pass Through Certificate (PTC) transaction comprises of housing loans extended towards 1508 individual borrowers, with an average ticket size of Rs. 6.69 lakhs, minimum ticket size of Rs. 0.10 lakhs and maximum of Rs. 16.00 Crore, indicating moderate granularity. The current average outstanding per borrower stands at Rs. 5.31 lakhs. The weighted average original tenure for pool is 278.44 months (minimum 31 months & maximum 502 months). The pool has weighted average seasoning of 54.12 months for Housing Loan (minimum 10 months seasoning and maximum of 194 months seasoning). Hence, the pool has low seasoning. The pool’s geographical concentration is moderately high. 36.71% of these borrowers are concentrated in Maharashtra. The top 5 borrowers of pool constitute 21.42% i.e. Rs. 17.16 Cr. of the pool principal O/s.
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| Transaction Structure |
| The rating addresses the timely payment of interest and principal on monthly payment dates in accordance with the transaction documentation. The transaction is structured at par with two series of PTCs, titled Series A1 and Series A2 (through Senior – Junior). The PTC is subscribed to an extent of 90 percent as senior series A1 and 10 percent by SCL as junior series A2. The Series A2 Investor Payouts (other than Series A2 Return) are completely subordinated to Series A1 Investor Payouts. The CE provided by SCL for the pool receivables by way of Cash collateral shall solely be utilised to meet shortfalls in the Series A1 Investor Payouts to be made to Series A1 investors on any Payout date and shall not be available to meet any shortfall in Series A2 Investor Payout. |
| Brief Methodology |
| Parameters considered are seasoning of the pool, pool vs portfolio, portfolio cuts, amortisation of the pool, internal cash flow modeling, pool characteristics, static pool, dynamic DPDs to assign rating. |
| Legal Assessment |
| The legal opinion to the satisfaction of Acuité is received. The legal opinion cover, adherence to RBI guidelines, true sale, constitution of the trust, bankruptcy remoteness and other related aspects. |
| Key Risks |
| Counter Party Risks |
| The pool has an average ticket size of Rs. 6.69 lakhs, minimum ticket size of Rs. 0.10 lakhs. and maximum of Rs. 16.00 Crore. Considering the vulnerable credit profile of the borrowers, the risk of delinquencies/defaults are elevated. These risks of delinquencies are partly mitigated, considering the efficacy of the originator’s origination and monitoring procedures. |
| Concentration Risks |
| The pool is moderately granular as underlying pool in the current Pass-Through Certificate (PTC) transaction comprises of Home Loans extended towards 1,508 individual borrowers. There is also a geographic concentration with 36.71% of these borrowers are concentrated in Maharashtra, which is partially mitigated as the pool is spread across various branches. The top 5 borrowers of pool constitute 21.42% i.e. Rs. 17.15 Cr. of the pool principal O/s. |
| Servicing Risks |
| The originator has a healthy track record of servicing PTCs since FY14. Hence, the risk of servicing remains partly mitigated. |
| Regulatory Risks |
| In the event of a regulatory stipulation impacting the bankruptcy remoteness of the structure, the payouts to the PTC holders may be impacted. |
| Prepayment Risks |
| The pool is subject to prepayment risks since rate of interest is significantly high and borrowers may be inclined to shift to low cost options (based on availability). Further, the asset class being housing loans, the risk of prepayment remains high. In case of significant prepayments, the PTC holders will be exposed to interest rate risks, since the cash flows from prepayment will have to be deployed at lower interest rates. |
| Commingling Risk |
| The transaction is subject to commingling risk since there is a time gap between last collection date and transfer to payout account. |
| Credit Enhancements (CE) |
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(i) Excess cash flow (principal arising due to non-servicing of junior tranche) to the tune of 13.74% of the pool principal o/s (ii) Investment in ABFRL Mutual Funds to the tune of 13.74% of the pool principal o/s (iii)Excess Interest Spread of 160.86% of the pool principal o/s |
| Rating Sensitivity |
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| All Covenants |
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The covenants of the Seller 1 (SCL/IHFL) as given in the deed of assignment, are as follows:
(a) The Seller 1 hereby agrees and covenants that on and from the Effective Date, the full and complete title to the IHFL Assets shall vest exclusively with the Issuer, for the benefit of the Beneficiaries, and the Trustee shall be legally and beneficially entitled to enforce, recover and receive the IHFL Assets, and the Seller 1 shall have no claim, right, title or interest whatsoever in the IHFL Assets; (b) The Seller 1 hereby agrees and covenants that it shall, at all times adhere to the MRR criteria as specified in the extant RBI Securitisation Guidelines (as amended from time to time) and shall maintain the MRR by way of investment by Seller 1 in Series A2 PTCs; (c) The Seller 1 shall, if so required by Trustee, lend its name as plaintiff or co-plaintiff to any legal proceedings that Trustee, acting on instructions of Beneficiaries may institute with respect to IHFL Assets or IHFL Mortgage Security Interest; (d) The Seller 1 shall reasonably co-operate with Trustee in any legal proceedings that may be necessary or incidental to enforcement of IHFL Loans or IHFL Underlying Security and co-operate in any recovery proceedings with Trustee through courts or otherwise; (e) The Seller 1 shall not sanction and/or provide any loans and/or facilities against any security interest charge or encumbrance over any part of IHFL Assets/and/or IHFL Underlying Assets/and/or IHFL Underlying Security/and/or IHFL Mortgage Security Interest for any reason whatsoever; (f) The Seller 1 shall make available to the Trustee, on request, all evidence (under the control and possession of the Seller 1) required by the Trustee in any proceedings and render all assistance as the Trustee may reasonably require, provided that the Trustee shall reimburse the Seller 1, at actuals, all costs incurred by it in this regard; (g) As required by Applicable Laws and other accounting principles, the Seller 1 shall make proper disclosures in its books of accounts (if any are required) regarding the assignment of the IHFL Assets to the Issuer, for the benefit of Beneficiaries; (h) The Seller 1 shall from time to time execute and deliver such further documents and perform such further acts, as the Trustee may request in order to fully effect purposes of this Deed and to perfect, protect and more fully evidence Issuer's title over IHFL Assets; (i) The Seller 1 shall immediately hand over all documents, writings, agreements, amounts, monies, IHFL Underlying Documents, and IHFL Receivables held by the Seller 1 (whether in its capacity as the Seller 1 or as a Servicer) to the Trustee on a demand being made for the same by the Trustee for and on behalf of the Trustee; (j) The Seller 1 shall ensure that all the documents, writings, agreements, amounts, monies, IHFL Underlying Documents, and IHFL Receivables held by the Seller 1 (whether in its capacity as the Seller 1 or as a Servicer) are made available to the Trustee and/or its advisors and/or auditors and/or consultants for the purpose of photocopying and/or for the purpose of inspection immediately on a demand being made for the same by the Trustee for and on behalf of the Trustee; (k) The Seller 1 shall hold all documents, writings, agreements, amounts, monies, IHFL Underlying Documents, and IHFL Receivables coming to its power or possession pursuant to or in connection with this Deed and as agent for Trustee and the Seller 1 shall immediately hand over all documents, writings, agreements, amounts, monies, IHFL Underlying Documents, and the IHFL Receivables held by the Seller 1 (whether in its capacity as a Seller 1 or as a Servicer) to the Trustee on a demand being made for the same by the Trustee. (l) The Seller 1 covenants not to have any claim or exercise any right of deduction, lien (general or specific) or set-off on, over or in respect of any IHFL Receivables, amounts, writings or things held by it or continued to be held by it or coming within its power or possession pursuant to or in connection with this Deed (or the IHFL Underlying Assignment Agreements) and shall as soon as may be possible hand over the same to the Trustee or to the Servicer, if so instructed by the Trustee; (m) The Seller 1 shall bear all such imposts, duties and taxes which may be levied before the date hereof by any statutory or regulatory authority pertaining to the IHFL Assets; (n) As and when the Trustee requires additional know-your-customer (KYC) related documents of the IHFL Obligors pursuant to any additional know-your-customer (KYC) requirement from RBI and/or under any Applicable Laws, the Seller 1 shall provide the same to the Trustee within 30 (Thirty) days from the date of request made by the Trustee; (o) The Seller 1 shall provide the Credit Enhancement or cause to provide the Credit Enhancement in terms of Cash Collateral Agreement, in the form and manner as agreed in the Cash Collateral Agreement; (p) The Credit Enhancement to be provided by Seller 1 shall be in accordance with the RBI Securitisation Guidelines and the SEBI PTC Listing Regulations and as recommended in the Rating Rationale submitted by the Rating Agency; (q) The Seller 1 shall give to the Trustee acting for and on behalf of the Issuer for the benefit of the Beneficiaries a Power of Attorney, to inter alia enable the Trustee to perfect the right, title and interest of the Issuer, in and to the IHFL Assets and to allow for the vesting of the IHFL Assets and for the transfer and vesting of the IHFL Mortgage Security Interest in favour of the Issuer (for the benefit of the Beneficiaries) and/or the successors and assigns of the Issuer from time to time.; (r) For IHFL Loans assigned as part of this Deed which have Linked Loans not assigned to any other entity till the Transfer Date, IHFL shall ensure that the Trustee has a pari passu charge over the IHFL Underlying Security in terms of the IHFL Underlying Documents (which shall also be shared on a pari passu basis with the charge created to secure the relevant Linked Loan) upon assignment of such IHFL Loans under this Deed. IHFL shall also ensure that such pari passu charge continues in the event such Linked Loan is assigned to any other entity in future after the Transfer Date. IHFL shall also ensure that any recovery from enforcement of mortgage on such IHFL Underlying Security shall be shared with the Trustee on a pari passu basis; and (s) For IHFL Loans assigned as part of this Deed which have Linked Loans and which Linked Loans have been assigned prior to the Transfer Date to other Persons, where the deed of assignment executed previously with such other Person does not provide for exclusive/first charge in favour of that Person, IHFL shall ensure that the Trustee has a pari passu charge over the IHFL Underlying Security in terms of the IHFL Underlying Documents (which shall also be shared on a pari passu basis with the charge created to secure the relevant Linked Loan) upon assignment of such IHFL Loans under this Deed. IHFL shall also ensure that such pari passu charge continues after the Transfer Date. IHFL shall also ensure that any recovery from enforcement of mortgage on such IHFL Underlying Security shall be shared with the Trustee on a pari passu basis. The covenants of the Seller 2 (SFL/ICCL) as given in the deed of assignment, are as follows: (a) The Seller 2 hereby agrees and covenants that on and from the Effective Date, the full and complete title to the ICCL Assets shall vest exclusively with the Issuer, for the benefit of the Beneficiaries, and the Trustee shall be legally and beneficially entitled to enforce, recover and receive the ICCL Assets, and the Seller 2 shall have no claim, right, title or interest whatsoever in the ICCL Assets; (b) The Seller 2 hereby agrees and covenants that it shall, at all times adhere to the MRR criteria as specified in the extant RBI Securitisation Guidelines (as amended from time to time) and shall maintain the MRR by way of investment in Series A2 PTCs on an ongoing basis; (c) The Seller 2 shall (and shall cause IHFL to), if so required by Trustee, lend its name as plaintiff or co-plaintiff to any legal proceedings that Trustee, acting on instructions of Beneficiaries may institute with respect to ICCL Assets and ICCL Mortgage Security Interest; (d) The Seller 2 shall (and shall cause IHFL to) reasonably co-operate with Trustee in any legal proceedings that may be necessary or incidental to enforcement of ICCL Loans or ICCL Underlying Security and will co-operate in any recovery proceedings with Trustee through courts or otherwise; (e) The Seller 2 shall not sanction and/or provide any loans and/or facilities against any security interest, charge and/or encumbrance over any part of the ICCL Assets and/or ICCL Underlying Assets and/or ICCL Underlying Security and/or ICCL Mortgage Security Interest for any reason whatsoever; (f) The Seller 2 shall make available to the Trustee, on request, all evidence (under the control and possession of the Seller 2) required by the Trustee in any proceedings and render all assistance as the Trustee may reasonably require, provided that the Trustee shall reimburse the Seller 2, at actuals, all costs incurred by it in this regard; (g) As required by Applicable Laws and other accounting principles, the Seller 2 shall make proper disclosures in its books of accounts (if any are required) regarding the assignment of the ICCL Assets to the Issuer, for the benefit of Beneficiaries; (h) The Seller 2 shall from time to time execute and deliver such further documents and perform such further acts, as the Trustee may request in order to fully effect purposes of this Deed and to perfect, protect and more fully evidence Issuer's title over ICCL Assets; (i) The Seller 2 shall (and shall cause IHFL to) immediately hand over all the documents, writings, agreements, amounts, monies, ICCL Underlying Documents, and ICCL Receivables held by the Seller 2 / IHFL (in its capacity as the Servicer) to the Trustee on a demand being made for the same by the Trustee for and on behalf of the Trustee; (j) The Seller 2 shall ensure that all the documents, writings, agreements, amounts, monies, ICCL Underlying Documents, and ICCL Receivables held by the Seller 2/IHFL (in its capacity as the Servicer) are made available to the Trustee and/or its advisors and/or auditors and/or consultants for the purpose of photocopying and/or for the purpose of inspection immediately on a demand being made for the same by the Trustee for and on behalf of the Trustee; (k) The Seller 2 shall hold all documents, writings, agreements, amounts, monies, ICCL Underlying Documents, and ICCL Receivables coming into its power or possession pursuant to or in connection with this Deed and as agent for Trustee and the Seller 2 shall immediately hand over all documents, writings, agreements, amounts, monies, ICCL Underlying Documents, and the ICCL Receivables held by the Seller 2 to the Trustee on a demand being made for the same by the Trustee. The Seller 2 shall on and from the Effective Date ensure that IHFL hold all documents, writings, agreements and records in relation to the ICCL Acquired Loans in its capacity as servicer for and on behalf of the Trust and for the benefit of the Beneficiaries in terms of the ICCL Underlying Assignment Agreements; (l) The Seller 2 covenants not to have any claim or exercise any right of deduction, lien (general or specific) or set-off on, over or in respect of any ICCL Receivables, amounts, writings or things held by it or continued to be held by it or coming within its power or possession pursuant to or in connection with this Deed (or the ICCL Underlying Assignment Agreements) and shall as soon as may be possible hand over the same to the Trustee or to the Servicer, if so instructed by the Trustee; (m) The Seller 2 shall bear all such imposts, duties and taxes which may be levied before the date hereof by any statutory or regulatory authority pertaining to the ICCL Assets; (n) As and when the Trustee requires additional know-your-customer (KYC) related documents of the ICCL Obligors pursuant to any additional know-your-customer (KYC) requirement from RBI and/or under any Applicable Laws, the Seller 2 shall (and shall cause IHFL to) provide the same to the Trustee within 30 (Thirty) days from the date of request made by the Trustee; (o) The Seller 2 shall give to the Trustee acting for and on behalf of the Issuer for the benefit of the Beneficiaries a Power of Attorney, to inter alia enable the Trustee to perfect the right, title and interest of the Issuer, in and to the ICCL Assets and to allow for the vesting of the ICCL Assets and for the transfer and vesting of the ICCL Mortgage Security Interest in favour of the Issuer (for the benefit of Beneficiaries) and/or successors and assigns of Issuer from time to time; (p) For ICCL Loans assigned as part of this Deed which have Linked Loans and which Linked Loans have not been assigned to any other entity till Transfer Date, ICCL shall ensure that Trustee has a pari passu charge over ICCL Underlying Security in terms of ICCL Underlying Documents (which shall also be shared on pari passu basis with charge created to secure relevant Linked Loan) upon assignment such Linked Loans under this Deed. ICCL shall also ensure that such pari passu charge continues in event such Linked Loan is assigned to any other entity in future after Transfer Date. ICCL shall also ensure that any recovery from enforcement mortgage on such ICCL Underlying Security shall be shared with Trustee on a pari passu basis; and (q) For ICCL Loans assigned as part of this Deed which have Linked Loans and which Linked Loans have been assigned prior to the Transfer Date to other Persons, where the deed of assignment executed previously with such other Person does not provide for exclusive/first charge in favour of that Person, ICCL shall ensure that the Trustee has a pari passu charge over the ICCL Underlying Security in terms of the ICCL Underlying Documents (which shall also be shared on a pari passu basis with the charge created to secure the relevant Linked Loan) upon assignment of such ICCL Loans under this Deed. ICCL shall also ensure that such pari passu charge continues after the Transfer Date. ICCL shall also ensure that any recovery from enforcement of mortgage on such ICCL Underlying Security shall be shared with the Trustee on a pari passu basis. The “Characteristics of loans / Pool” as captured in the term sheet are as under: 1. The Assignor has right to assign the loans under each of the loan agreements of the loans being assigned, without consent of the borrower/co-borrower or any other obligor. 2. All loans have been disbursed at a floating rate of interest. All loans are fully disbursed with no pending obligations on part of the Assignors. 3. Underlying security should be residential or commercial or industrial or institutional properties and should have been duly created, registered (where required) and perfected. 4. For the loans in the pool where Underlying security exclusively available for the Loans being assigned there is no other encumbrances on the underlying security of the Loans. 5. Account not slipped to NPA or Special Mention Account and no rescheduling/restructuring during currency of advance (As per IRACnorms for NBFCs/ HFCs) except the moratorium granted during the period of April 1 to September 30, 2020 as mandated by RBI vide its (a) Circular DOR.No.BP.BC.47/21.04.048/2019-20 dated March 27, 2020; and (b) DOR.No.BP.BC.71/21.04.048/2019-20 dated May 23, 2020. It is clarified that except the said moratorium for the period of April 1 to September 30, 2020, no other moratorium was provided or rescheduling/restructuring was done due to COVID-19. 6. Latest CIBIL scrub to be provided and the accounts to be as per Credit policy of the Assignors. 7. All loans are fully disbursed and there is no undisbursed portion under any of the loans assigned 8. Original Repayment tenor of maximum 20 years 9. Minimum holding period of 06 months as per RBI Master Directions from the date of registration of the underlying security interest. For the loans where security did not require registration, the Assignor should have received minimum 6 EMIs. 10. Minimum 06 MOB seasoning i.e. 06 EMI’s received. 11. Average Pool LTV of less than 70% however individual LTV should be as per regulatory guidelines applicable to NBFCs/HFCs, if any. 12. Repayment of EMIs for all the loan accounts is through ECS, NACH, escrow or through any other electronic mode of transfer or transmission of funds only as may be in compliance of applicable RBI guidelines. 13. All original collateral documents are in possession of the Assignors (No PDCs should be pending to be collected). Valid and enforceable Equitable or Registered Mortgage should have been created and the property title should be legally clear & marketable. Charge on all the underlying securities are duly registered with CERSAI/ROC/Information Utility as per Regulatory Norms 14. All the properties which are part of the pool should have a clear & marketable title with no existing encumbrances apart from the running Loan of the pool. 15. All property owners to be part of the loan structure as either main borrowers or co-borrowers in the loan agreements. 16. All loans EMI to be on monthly basis 17. None of the accounts have Film-stars & politically exposed person 18. None of the accounts Industry classification belong to Stock Broking, Disco Jockey and Military related Professionals. 19. No property provided as security for the Loans is in Under construction stage as on the proposed Transaction date. 20. No property has Identification Issue. 21. Property Valuation of ABFL to fit the LTV Norms on the Outstanding as on Transaction date, 100% verification to be done by ABFL before the transfer of the loan assets. 22. All loan accounts to be live in the system of the Assignors as on the effective date under the assignment agreement. 23. Any other points that may be agreed between Originator and ABFL 24. Loss estimation report will be required. 25. Some Loan accounts may have linked loans which have been securitized by the Assignor in favour of other entites and the charges on the underlying security are shared on pari passu basis with the Assignee. In the event of any enforcement/recovery proceedings, such recovery amount will be shared on pari passu basis with the Assignee. |
| All Assumptions |
| Acuité has arrived at a base case delinquency estimate basis its analysis of the company's historical static pool and further applied appropriate stress factors to the base loss figures to arrive at the final loss estimates. The loss estimate also consider the risk profile of the particular asset classes, the borrower strata, economic risks, collection efficiency over the past several months as well as the credit quality of the originator. Acuité also has simulated the potential losses to an extent by applying sensitivity analysis. |
| Liquidity Position |
| Adequate |
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The liquidity position in the transaction is adequate. The PTC payouts is supported by an internal credit enhancement in the form of: (i) Excess cash flow (principal arising due to non-servicing of junior tranche) to the tune of 13.74% of the pool principal o/s (ii) Investment in ABFRL Mutual Funds to the tune of 13.74% of the pool principal o/s (iii)Excess Interest Spread of 160.86% of the pool principal o/s |
| Outlook: Not applicable |
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| Status of disclosure of all relevant information about the Obligation being Rated |
| Non-public information |
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| Any Other Information |
| None |
| Note on complexity levels of the rated instrument |
| Applicable Criteria |
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• Application Of Financial Ratios And Adjustments: https://www.acuite.in/view-rating-criteria-53.htm • Default Recognition: https://www.acuite.in/view-rating-criteria-52.htm • Explicit Credit Enhancements: https://www.acuite.in/view-rating-criteria-49.htm • Non-Banking Financing Entities: https://www.acuite.in/view-rating-criteria-44.htm • Securitized Transactions: https://www.acuite.in/view-rating-criteria-48.htm |
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| Rating History - Originator (if applicable): |
| Acuite does not rate the originator |
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