­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.

­Acuite does not rate the Originator

­As per the initial rating, the underlying pool in the current Pass Through Certificate (PTC) transaction comprises of housing loans extended towards 294 individual borrowers and LAP loans extended towards 73 individual and commercial borrowers. Housing Loans have an average ticket size of Rs. 19.59 lakhs, minimum ticket size of Rs. 0.40 lakhs and maximum of Rs. 3.10 crore. LAP loans have an average ticket size of Rs. 34.72 lakhs, minimum ticket size of Rs. 0.33 lakhs and maximum of Rs. 7.05 crore. The current average outstanding per borrower for HL stands at Rs. 15.91 lakhs and for LAP loans stands at 23.56 lakhs. The weighted average current tenure for pool is 366.93 months for Housing Loan and has weighted average seasoning of 62.69 months. The weighted average current tenure for pool is 302.25 months for LAP Loan and has weighted average seasoning of 66.32 months. Hence, the pool has low seasoning. In Housing Loans, 36.83% of these borrowers are concentrated in Maharashtra and 13.98% of these borrowers are concentrated in Delhi. The top 10 borrowers constitute 23.57% i.e. Rs. 11.03 Cr. of the Housing loans principal o/s. In LAP Loans, 40.08% of these borrowers are concentrated in Karnataka and 16.05% of these borrowers are concentrated in Uttar Pradesh. The top 10 borrowers constitute 74.95% i.e. Rs. 12.89 Cr. of the LAP pool principal o/s.

­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.

­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.

­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

(i) Excess cash flow (principal arising due to non-servicing of Series A2 Investor Payouts) to the tune of 15.19% of the pool principal o/s
(ii) Cash collateral in the form of Investment in Aditya Birla AMC Mutual Funds to the tune of 15.19% of the pool principal o/s
(iii) Excess Interest Spread of 199.68% of the pool principal o/s.

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 SCL 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 SCL Assets, and the Seller 1 shall have no claim, right, title or interest whatsoever in the SCL 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);
(c) The Seller 1 shall (and shall cause SFL to), if so required by the Trustee, lend its name as plaintiff or co-plaintiff to any legal proceedings that the Trustee, acting on instructions of Beneficiaries may institute with respect to SCL Assets and SCL Mortgage Security Interest;
(d) The Seller 1 shall (shall cause SFL to) reasonably co-operate with the Trustee in any legal proceedings that may be necessary or incidental to the enforcement of the SCL Loans or the SCL Underlying Security and will co-operate in any recovery proceedings with the 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 and/or encumbrance over any part of the SCL Assets and/or SCL Underlying Assets and/or SCL Underlying Security and/or SCL 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 SCL Assets to the Issuer, for the benefit of the 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 the purposes of this Deed and to perfect, protect and more fully evidence the Issuer’s title over the SCL Assets;
(i) The Seller 1 shall immediately hand over all the documents, writings, agreements, amounts, monies, SCL Underlying Documents, and SCL 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, SCL Underlying Documents, and SCL 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, SCL Underlying Documents, and SCL 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 the documents, writings, agreements, amounts, monies, SCL Underlying Documents, and the SCL 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. The Seller 1 shall on and from the Effective Date, ensure that SFL shall hold all documents, writings, agreements and records in relation to the SCL Acquired Loans 1 in its capacity as servicer for and behalf of the Trust and for the benefit of the Beneficiaries in terms of the SCL Underlying Assignment Agreements 1, and IDBI Trusteeship Services Limited and/or Seller 1 shall hold all documents, writings, agreements and records in relation to the SCL Acquired Loans 2 for and behalf of the Trust and for the benefit of the Beneficiaries in terms of the SCL Underlying Assignment Agreements 2;
(l) The Seller 1 shall do all necessary acts, deeds, matters and things to ensure and procure (and shall ensure and procure that PCHFL and/or IDBI Trusteeship Services Limited shall do all necessary acts, deeds, matters and things) to ensure the collection of the SCL Acquired Receivables 2 as per the Servicer Agreement 1 and enforce and undertake all recovery action in furtherance of the aforesaid, including taking necessary enforcement actions against the SCL Acquired Obligors 2 and/or the SCL Underlying Security 2 and exercise all rights available to the Seller 1 under the SCL Underlying Assignment Agreements 2 against PCHFL and/or IDBI Trusteeship Limited, including but not limited to Clause 3.4 of the PCHFL Servicer Agreement and sub-clauses (b), (j) and (m) of Clause 5.3 and Clause 5.4 of the PCHFL DOA.
(m) 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 SCL 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 SCL 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;
(n) 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 SCL Assets;
(o) As and when the Trustee requires additional know-your-customer (KYC) related documents of the SCL 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;
(p) 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;
(q) 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; and
(r) 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 SCL Assets and to allow for the vesting of the SCL Assets and for the transfer and vesting of the SCL 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.

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 SFL Assets shall vest exclusively with the Issuer, for the benefit of the Beneficiaries, and the Trustee shall be legally entitled to enforce, recover and receive the SFL Assets, and the Seller 2 shall have no claim, right, title or interest whatsoever in the SFL 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);
(c) The Seller 2 shall (and shall cause SCL to), if so required by the Trustee, lend its name as plaintiff or co-plaintiff to any legal proceedings that the Trustee, acting on the instructions of the Beneficiaries, may institute with respect to the SFL Assets and the SFL Mortgage Security Interest;
(d) The Seller 2 shall (shall cause SCL to) reasonably co-operate with the Trustee in any legal proceedings which may be necessary or incidental to the enforcement of the SFL Assets or the SFL Underlying Security and will co-operate in any recovery proceedings with the 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 SFL Assets and/or SFL Underlying Assets and/or SFL Underlying Security and/or SFL 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 SFL Assets to the Issuer, for the benefit of the 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 the purposes of this Deed and to perfect, protect and more fully evidence the Issuer's title over the SFL Assets;
(i) The Seller 2 shall immediately hand over all the documents, writings, agreements, amounts, monies, SFL Underlying Documents, and SFL Receivables held by the Seller 2 (whether in its capacity as the Seller 2 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 2 shall ensure that all the documents, writings, agreements, amounts, monies, SFL Underlying Documents, and SFL Receivables held by the Seller 2 (whether in its capacity as the Seller 2 or as a Servicer) are made available to the Trustee and/or its advisors and/or auditors and/or consultants for purpose of photocopying and/or for purpose of inspection immediately on a demand being made for same by Trustee for on behalf of Trustee;
(k) The Seller 2 shall hold all documents, writings, agreements, amounts, monies, SFL Underlying Documents, and SFL Receivables coming to 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 the documents, writings, agreements, amounts, monies, SFL Underlying Documents, and the SFL Receivables held by the Seller 2 (whether in its capacity as a Seller 2 or as a Servicer) 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 SCL hold all documents, writings, agreements and records in relation to the SFL Acquired Loans in its capacity as servicer for and behalf of the Trust and for the benefit of Beneficiaries in terms of SFL 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 SFL Receivables, amounts, writings or things held by it or continued to be held by it coming within its power or possession pursuant to or in connection with this Deed (or SFL Underlying Assignment Agreements) and shall as soon as may be possible hand over same to Trustee or Servicer if so instructed by 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 SFL Assets;  
(n) As and when the Trustee requires additional know-your-customer (KYC) related documents of the SFL Obligors pursuant to any additional know-your-customer (KYC) requirement from RBI and/or under any Applicable Laws, the Seller 2 shall provide the same to the Trustee within 30 (Thirty) days from the date of request made by the Trustee; and
(o) The Seller 2 shall give to the Trustee acting for and on behalf of the Issuer for the benefit of 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 SFL Assets and to allow for the vesting of the SFL Assets and for the transfer and vesting of the SFL 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.

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 IRAC norms 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 30 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 entities 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.
 

­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 considers 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.

­The liquidity position in the transaction is adequate. The PTC payouts is supported by credit enhancement in the form of:
(i) Excess cash flow (principal arising due to non-servicing of Series A2 Investor Payouts) to the tune of 15.19% of the pool principal o/s
(ii) Cash collateral in the form of Investment in Aditya Birla AMC Mutual Funds to the tune of 15.19% of the pool principal o/s
(iii) Excess Interest Spread of 199.68% of the pool principal o/s.