Last updated: 14 Oct 2026

Virtual Auditor

AIF & PMS Fund Valuation India

Last updated: 14 Oct 2026

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Quick answer: SEBI requires independent valuation of AIF portfolios at least half-yearly — quarterly for Category III funds — under the valuation framework effective May 2024, by credentialed independent valuers following consistent, documented methodology. Portfolio-company valuations follow IPEV-aligned approaches, and deviations between rounds must be explained to investors and the regulator.

NAV computation and fund valuation for AIF, PMS, venture capital funds. SEBI AIF regulations. Quarterly valuation. IBBI Registered Valuer.

Last reviewed: July 2026 by CA V. Viswanathan (FCA, ACS, CFE, IBBI Registered Valuer)

The SEBI 2023 Valuation Framework for AIFs

Until 2023 the valuation of Alternative Investment Fund portfolios was governed loosely by each fund's own policy. The SEBI (Alternative Investment Funds) amendments of 2023 changed that decisively: managers must now value investments in accordance with a specified valuation framework, endorse the International Private Equity and Venture Capital (IPEV) Valuation Guidelines for the vast majority of unlisted portfolio holdings, use an independent valuer meeting eligibility criteria, and report material valuation changes to investors and to SEBI within defined timelines. The intent is to close the gap that let two funds hold the same asset at very different marks — a gap that distorted fundraising, carry and investor confidence.

Portfolio Management Services carry a parallel discipline: client portfolios are marked to market on listed securities and to fair value on unlisted holdings, with the valuation policy disclosed and consistently applied so that fee and performance calculations are defensible.

Independent Valuer Criteria and IPEV Alignment

The independent valuer for AIF investments must be genuinely independent of the manager, sponsor and trustee — not an associate — and must carry the right registration and experience. In practice that means an IBBI-registered valuer in the Securities or Financial Assets class, membership of a Registered Valuers Organisation, and a minimum track record in valuation of securities. The valuation methodology follows IPEV: recent transaction price for a limited period after investment, then a migration to earnings multiples, DCF, net-asset or industry-specific benchmarks as the investment matures and information improves. The valuer documents why the recent-transaction anchor is or is no longer the best evidence — the single most examined judgement in a fund audit.

Category I / II / III — What Differs

FeatureCategory I & IICategory III
Typical holdingsUnlisted equity, VC/PE, infrastructure, debtListed and unlisted, long-short, derivatives
Valuation basisIPEV fair value via independent valuerMarket prices plus fair value for unlisted positions
Reporting cadence to investorsAt least annually, plus on material eventsMore frequent NAV; monthly where leverage is used
LeverageNot permitted (temporary borrowing aside)Permitted within SEBI limits
Valuation sensitivityDrives carry crystallisation and re-upsDrives NAV, redemptions and performance fees

The category determines both how often the portfolio must be valued and how immediately a mark feeds into money movements — a Category III NAV error affects the next redemption; a Category I mis-mark affects carry years later at exit.

NAV Cadence, Valuation Policy and Audit

  • The valuation policy document: the foundation of a defensible file — it fixes methods by asset type, the independent-valuer appointment, cadence, the recent-transaction cut-off, and the escalation process for disputed marks. Auditors and SEBI inspections start here.
  • Periodic valuation runs: each holding revalued on the policy cadence, with a memo per position explaining the method migration and key assumptions rather than a bare number.
  • Material-change reporting: significant remarks are disclosed to investors and reported to SEBI within the prescribed window; the trigger threshold and the audit trail must be pre-defined.
  • Year-end audit support: the independent valuer's reports and working papers are provided to the fund's auditor, and any divergence between the manager's view and the valuer's is documented and reconciled.

Carry, Hurdle and Waterfall — Why Valuation Drives Economics

Fund valuation is not an accounting formality; it is the number on which the manager's economics turn. The distribution waterfall — return of capital, preferred return or hurdle, catch-up, then the carried-interest split — is computed on realised and unrealised value. An aggressive interim mark can trigger carry accruals that later reverse (clawback risk); a conservative one can understate the fund's track record during the next fundraise. Independent, IPEV-aligned valuation protects both sides: LPs get marks they can rely on for their own reporting and re-up decisions, and the GP gets a defensible basis for interim carry and for the performance record that underpins the next fund. We prepare valuations that are equally comfortable in an LP advisory-committee pack, an audit file and a SEBI inspection.

Fees

ServiceFee (from)
Portfolio company valuation (per holding, IPEV)₹25,000
Full-portfolio periodic valuation run (per cycle)Scoped by number of holdings
Valuation policy drafting and review₹40,000
PMS unlisted-holding fair-value support (annual)₹30,000+

Our Approach

We combine deep regulatory expertise with AI-powered tools to deliver accurate, defensible, and timely results. Every engagement is led by CA V. Viswanathan, ensuring senior-level attention.

Contact Us

Chennai (HQ): G-131, Ground Floor, Phase 3, Spencer Plaza Mall, Anna Salai, Chennai. Phone: +91 99622 60333.

Bangalore: 7th Floor, Mahalakshmi Chambers, 29, MG Road, Bangalore. Phone: +91 95139 39333.

Mumbai: Workafella, AK Estate, SV Road, Goregaon West, Mumbai. Phone: +91 77000 89597.

Frequently Asked Questions

Does SEBI now require an independent valuer for AIF portfolios?
Yes. Following the 2023 amendments, AIF managers must value portfolio investments using an independent valuer who is not an associate of the manager, sponsor or trustee, holds IBBI registration in the securities or financial assets class, is a member of a Registered Valuers Organisation, and meets minimum experience criteria. The methodology must follow the endorsed framework — the IPEV Guidelines for the great majority of unlisted holdings — and material valuation changes must be reported to investors and SEBI within defined timelines.
What are the IPEV Guidelines and why do they apply in India?
The International Private Equity and Venture Capital Valuation Guidelines are the globally accepted standard for fair-valuing unlisted fund investments. SEBI has effectively adopted them as the reference framework for AIF portfolio valuation. IPEV sets out how to move from a recent-transaction anchor, valid only for a limited period after investment, to earnings multiples, DCF, net-asset or milestone-based approaches as the investment matures. Following IPEV gives Indian LPs marks that are comparable to their global portfolios and defensible in audit.
How often must an AIF value its portfolio?
Category I and II AIFs must value their investments at least once a year, and additionally on the occurrence of material events affecting value. Category III AIFs, which trade more actively and may use leverage, report NAV to investors far more frequently — commonly monthly where leverage is deployed. The precise cadence is set in the fund's valuation policy, but it cannot be less frequent than the SEBI minimum, and the policy must be applied consistently rather than adjusted to flatter a fundraise.
How does valuation affect carried interest and the distribution waterfall?
The waterfall — return of capital, the preferred return or hurdle, the GP catch-up, then the carry split — is calculated on portfolio value, both realised and unrealised. An inflated interim mark can accrue carried interest that later reverses, creating clawback exposure for the GP; an over-conservative mark understates the track record used to raise the next fund. Independent, IPEV-aligned valuation gives both LPs and the GP a number each can defend, which is why SEBI moved valuation out of the manager's sole discretion.
What is the difference between AIF and PMS valuation?
An AIF is a pooled vehicle where all investors share a single NAV, so portfolio valuation drives the fund-level NAV, carry and reporting. PMS runs segregated client accounts, so each client's portfolio is valued individually — listed securities marked to market and unlisted holdings to fair value — with the valuation policy disclosed and applied uniformly across clients. The valuation techniques overlap, but the reporting unit differs, and PMS performance fees are computed client-by-client on those marks.
Can the fund manager value its own portfolio companies?
For the interim internal view, the manager forms a value, but the SEBI framework requires an independent valuer — not an associate of the manager, sponsor or trustee — to value the investments so that the marks investors rely on are not self-assessed. The manager's view and the independent valuer's conclusion are reconciled, and any divergence is documented. This separation is the core of the 2023 reform and the first thing a SEBI inspection or fund audit tests.
What documents do you need to value an unlisted portfolio company?
Typically the latest audited and management accounts, the current-year budget and projections, the cap table with security classes and preferences, the term sheet or shareholders' agreement, details of the most recent funding round or secondary trade, and sector comparables. For a method migration away from the recent-transaction anchor we also need evidence of performance against the plan at investment. The information pack usually takes a few days to assemble and our valuation memo follows within a week per holding.
What valuation process and evidence will satisfy this reporting mandate?
Start from what governs the fund: the SEBI (Alternative Investment Funds) Regulations, 2012 and SEBI’s valuation circulars, the fund’s placement memorandum and its valuation policy. The valuation is done by an independent valuer at the frequency these require, using recognised guidelines such as the IPEV Guidelines for unlisted holdings: the latest funding round calibrated to current conditions, discounted cash flows, market multiples or net assets, as the holding allows. The evidence is each portfolio company’s financial statements and management information, transaction documents and cap tables, market data for comparables, and the minutes of the valuation committee. You receive a valuation report per holding and a summary for the fund’s NAV and investor reporting.

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Which laws govern this service? — Valuation

The statutory provisions this service is delivered under, linked to the official text:

AIF / PMS Fund Valuation — Practical Overview

Alternative Investment Funds (AIFs) and Portfolio Management Services (PMS) operating in India are required, under SEBI regulations and ICAI valuation standards, to report fair value of portfolio holdings on a periodic basis — typically quarterly for AIFs and monthly for PMS. The valuation must be performed by an independent valuer for AIF Cat I and II at least annually under the SEBI (AIF) Regulations.

Regulatory and Statutory Framework

Methodology for unlisted equity holdings combines DCF, comparable-company multiples, and recent-transaction-based evidence (where available), with explicit consideration of liquidity discount, marketability discount, and minority-interest discount as applicable.

Process and Documentation Requirements

The end-to-end process typically involves: (a) initial fact-finding and document collection — incorporation documents, financial statements, board resolutions, and any prior filings on the matter; (b) regulatory analysis — identification of applicable provisions, exemptions, and procedural prerequisites; (c) drafting of the substantive deliverable — whether a report, application, certificate, or representation; (d) obtaining necessary internal approvals from the company's board or shareholders; (e) submission to the regulatory authority with supporting evidence; (f) follow-up on queries and rectifications; (g) post-completion compliance maintenance and record-keeping. We service AIF Cat I (venture capital, social venture funds, infrastructure funds), AIF Cat II (private equity, debt funds, real estate funds), and AIF Cat III (hedge funds) — with valuation reports compliant with SEBI requirements, IFRS / Ind AS where applicable to GP financial reporting, and ICAI Valuation Standards.

Common Pitfalls and How We Avoid Them

From our litigation and assessment experience, the most frequent issues that escalate into adverse outcomes are: (a) inadequate documentation supporting the technical position taken; (b) inconsistency between disclosures across different statutory filings (income tax, ROC, GST); (c) failure to obtain timely contemporaneous evidence (board minutes, valuer reports, contracts); (d) reliance on form over substance — the Indian regulatory regime increasingly looks through form to economic substance; (e) missed limitation periods for filings, replies, or appeals. Our engagement methodology builds in checks against each of these failure modes from kick-off.

Why CA V. Viswanathan and Virtual Auditor

The combination of FCA, ACS, CFE, and IBBI Registered Valuer credentials under one practice — IBBI/RV/03/2019/12333 — is rare, and is precisely the breadth needed for engagements that span direct tax, indirect tax, corporate law, FEMA, and valuation simultaneously. Our practice has been operating since 2012 with offices in Chennai, Bangalore, and Mumbai, and serves clients across India through secure document-room workflows, named partner ownership, and weekly status updates. Engagements are scoped on fixed-fee terms wherever the work permits, with full transparency on inclusions and exclusions.

Engagement Process and Next Step

Free 30-minute consultation with CA V. Viswanathan to scope your specific requirement, identify the right approach, and provide a written fixed-fee quote within 24 hours. Engagements typically commence within 3-5 working days of acceptance, with kickoff document checklist shared upon engagement letter signing. References from comparable engagements available on request, subject to confidentiality. Call +91 99622 60333 or email support@virtualauditor.in to schedule.

Strategic Business & Compliance Insights

Frequently Asked Questions

Does SEBI now require an independent valuer for AIF portfolios?
Yes. Following the 2023 amendments, AIF managers must value portfolio investments using an independent valuer who is not an associate of the manager, sponsor or trustee, holds IBBI registration in the securities or financial assets class, is a member of a Registered Valuers Organisation, and meets minimum experience criteria. The methodology must follow the endorsed framework — the IPEV Guidelines for the great majority of unlisted holdings — and material valuation changes must be reported to investors and SEBI within defined timelines.
What are the IPEV Guidelines and why do they apply in India?
The International Private Equity and Venture Capital Valuation Guidelines are the globally accepted standard for fair-valuing unlisted fund investments. SEBI has effectively adopted them as the reference framework for AIF portfolio valuation. IPEV sets out how to move from a recent-transaction anchor, valid only for a limited period after investment, to earnings multiples, DCF, net-asset or milestone-based approaches as the investment matures. Following IPEV gives Indian LPs marks that are comparable to their global portfolios and defensible in audit.
How often must an AIF value its portfolio?
Category I and II AIFs must value their investments at least once a year, and additionally on the occurrence of material events affecting value. Category III AIFs, which trade more actively and may use leverage, report NAV to investors far more frequently — commonly monthly where leverage is deployed. The precise cadence is set in the fund's valuation policy, but it cannot be less frequent than the SEBI minimum, and the policy must be applied consistently rather than adjusted to flatter a fundraise.
How does valuation affect carried interest and the distribution waterfall?
The waterfall — return of capital, the preferred return or hurdle, the GP catch-up, then the carry split — is calculated on portfolio value, both realised and unrealised. An inflated interim mark can accrue carried interest that later reverses, creating clawback exposure for the GP; an over-conservative mark understates the track record used to raise the next fund. Independent, IPEV-aligned valuation gives both LPs and the GP a number each can defend, which is why SEBI moved valuation out of the manager's sole discretion.
What is the difference between AIF and PMS valuation?
An AIF is a pooled vehicle where all investors share a single NAV, so portfolio valuation drives the fund-level NAV, carry and reporting. PMS runs segregated client accounts, so each client's portfolio is valued individually — listed securities marked to market and unlisted holdings to fair value — with the valuation policy disclosed and applied uniformly across clients. The valuation techniques overlap, but the reporting unit differs, and PMS performance fees are computed client-by-client on those marks.
Can the fund manager value its own portfolio companies?
For the interim internal view, the manager forms a value, but the SEBI framework requires an independent valuer — not an associate of the manager, sponsor or trustee — to value the investments so that the marks investors rely on are not self-assessed. The manager's view and the independent valuer's conclusion are reconciled, and any divergence is documented. This separation is the core of the 2023 reform and the first thing a SEBI inspection or fund audit tests.
What documents do you need to value an unlisted portfolio company?
Typically the latest audited and management accounts, the current-year budget and projections, the cap table with security classes and preferences, the term sheet or shareholders' agreement, details of the most recent funding round or secondary trade, and sector comparables. For a method migration away from the recent-transaction anchor we also need evidence of performance against the plan at investment. The information pack usually takes a few days to assemble and our valuation memo follows within a week per holding.
What valuation process and evidence will satisfy this reporting mandate?
Start from what governs the fund: the SEBI (Alternative Investment Funds) Regulations, 2012 and SEBI’s valuation circulars, the fund’s placement memorandum and its valuation policy. The valuation is done by an independent valuer at the frequency these require, using recognised guidelines such as the IPEV Guidelines for unlisted holdings: the latest funding round calibrated to current conditions, discounted cash flows, market multiples or net assets, as the holding allows. The evidence is each portfolio company’s financial statements and management information, transaction documents and cap tables, market data for comparables, and the minutes of the valuation committee. You receive a valuation report per holding and a summary for the fund’s NAV and investor reporting.