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Assess an unlisted debt holding in an Indian Portfolio Management Services (PMS) account through six linked questions: is it permitted by the mandate, can the issuer pay, what legal protections and recovery rights apply, can you exit on workable terms, how reliable is the valuation, and how much connected exposure already exists in the portfolio? Coupon, rating and a clean account statement answer none of those questions by themselves.
This framework is educational rather than a suitability conclusion about an unnamed issuer or investor. The regulatory references below are date-sensitive: the Securities and Exchange Board of India (SEBI) FAQ is from September 2024, while SEBI’s regulations index was checked on October 13, 2026.
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Start with the PMS mandate and the current SEBI position
The first risk is holding an investment that the account is not allowed to own. Read the signed PMS agreement, the manager’s disclosure document and the latest portfolio statement together. Confirm whether the service is discretionary or non-discretionary, how the instrument is classified under the applicable rules, and how any unlisted-security ceiling is calculated.
| Account type or rule | What the September 2024 SEBI FAQ says | Practical implication |
|---|---|---|
| Non-discretionary PMS | May invest up to 25% of a client’s assets under management (AUM) in unlisted securities, including debt securities, in addition to securities permitted for discretionary PMS. | Reconcile the holding and all other unlisted positions to the manager’s stated AUM calculation. Ask whether the limit is measured at cost, market value or another prescribed basis and request the supporting computation. |
| Discretionary PMS | “No, a portfolio Manager cannot invest funds of a discretionary client in unlisted bonds.” | If the account is discretionary, ask for an immediate explanation of the security’s legal classification and the basis on which it was acquired. Do not assume a high-net-worth account creates an exception. |
| Minimum account acceptance | The manager must accept at least INR 50 lakh in cash or securities when opening a PMS account. | This is an account-opening threshold, not a promise of liquidity, capital protection, suitability or repayment. |
| Future rule set | SEBI’s regulations index, checked October 13, 2026, lists the 2020 Portfolio Managers Regulations as last amended September 3, 2025. It lists the 2026 regulations as effective April 1, 2027. | Do not apply the 2027 framework as if it were already in force. Re-check the live SEBI index and the manager’s current disclosures before acting. |
SEBI’s regulations on client agreements and disclosures require the agreement to address instrument types and exposure proportions, investment tenure, early withdrawal, attendant risks, fees, custody and reporting. The disclosure document should explain fees, portfolio risks, related-party transactions, performance and audited financial statements, with its contents certified by an independent chartered accountant. Those documents are a map of the relationship; they do not replace analysis of the individual issuer, contract or security.
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Assemble an evidence file before judging the risk
Request a complete file rather than relying on a one-page portfolio report. At minimum, retain:
- the instrument’s ISIN or other legal identifier, issuer, face value, issue date, purchase date, cost and current carrying value;
- the information memorandum, subscription agreement, debenture trust deed or equivalent contract;
- security, guarantee, charge-registration and trustee documents;
- the latest audited financial statements, interim results, cash-flow statements, debt schedule and auditor qualifications;
- all rating letters and rating-action notices, including the date, instrument rated, entity rated, outlook and rationale;
- the valuation policy, latest valuation report, model inputs, comparable transactions and independent-review record;
- the PMS agreement, disclosure document, fee schedule, custody terms and portfolio-level concentration report; and
- payment notices, bank confirmations, covenant certificates, waiver letters and correspondence about delays, restructurings or defaults.
SEBI Investor describes due diligence as “the comprehensive and thorough analysis and assessment carried out by investors, before engaging in any investment activity.” In practice, that means preserving the underlying evidence and documenting what changed after the original purchase.
The six-part risk assessment
1. Test mandate and regulatory fit
Classify the service first. A non-discretionary account may have the 25% unlisted-securities allowance described above; a discretionary account cannot invest client funds in unlisted bonds under the quoted September 2024 FAQ. Confirm that the instrument is actually unlisted under the relevant definition rather than assuming that an exchange quotation, private placement or dematerialised form changes its status.
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1Repair Windows errors before they cause bigger problems2Fix the driver behind crashes, sound loss and screen glitches3Clear out junk files and repair common Windows errorsReconcile the position to the contract and portfolio statement. Record the numerator and denominator used for the unlisted limit, the valuation date and every other unlisted holding. If the manager has moved assets between accounts, ask how the limit was tested at the trade date and at each reporting date.
Check relationships. If the manager, its associate, an arranger, trustee, valuer or another connected party is linked to the issuer, distribution or transaction, identify the role and financial interest. SEBI’s FAQ and PMS disclosure requirements address prescribed limits, disclosures and prior client consent for investments in associates or related parties. Ask to see the consent and the conflict controls, not merely a generic statement that conflicts are managed.
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2. Analyse whether the issuer can repay
Credit risk is the risk that scheduled principal or interest will not arrive, arrives late, or is paid only after a restructuring. Build the analysis from cash generation, not from the coupon.
- Cash available for debt service: reconcile operating cash flow to interest, scheduled principal, taxes and essential capital expenditure. Investigate a pattern in which accounting profit rises while cash falls.
- Refinancing dependence: list every maturity and committed facility for the next several periods. Identify repayments that require a new loan, asset sale, equity injection or promoter support.
- Leverage and coverage: calculate the debt burden and interest coverage from the latest statements, then test the effect of lower revenue, higher funding costs or delayed receivables. Use definitions consistent with the issuer’s covenants and explain any adjustments.
- Liquidity sources: distinguish unrestricted cash from pledged, trapped or restricted cash. Confirm available undrawn lines, lender conditions and the time needed to access them.
- Business concentration: identify dependence on one customer, project, geography, commodity, contract or collateral asset. A single adverse event can impair repayment even when historic ratios look acceptable.
- Contingent liabilities: review guarantees, litigation, tax claims, off-balance-sheet commitments and covenant breaches that could compete for cash.
- Audit and reporting quality: read auditor qualifications, emphasis-of-matter paragraphs, related-party notes and changes in accounting policy. Obtain interim numbers when the last audit is stale.
- Payment history: verify every interest and principal due date. A deferred, capitalised, waived or selectively paid amount is a credit event for analysis even if a formal default notice has not been issued.
A credit rating is one input, not a repayment guarantee. Record the rating date, the exact instrument and issuer rated, outlook, watch status and subsequent rating actions. A rating can lag a liquidity event or change before a payment is missed, so it cannot substitute for current financial statements and payment evidence.
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Two securities from the same issuer can have very different outcomes in a stress. Establish the holder’s legal claim before assigning a recovery assumption.
- Identify whether the claim is secured or unsecured, senior or subordinated, and whether it ranks alongside, behind or ahead of other debt.
- Map each collateral asset, the security trustee, charge-registration status, permitted prior liens, insurance and the frequency and independence of collateral valuations.
- Read financial and operating covenants, information undertakings, permitted-debt baskets and restrictions on asset sales, dividends or related-party transfers.
- List events of default, notice and cure periods, acceleration rights, cross-default provisions and the voting threshold required for waivers or enforcement.
- Review guarantees: who provides them, whether they are unconditional and continuing, what assets and cash flows support the guarantor, and how a claim must be made.
- Document the enforcement route, jurisdiction, trustee powers, expected decision points and any need for court or insolvency proceedings.
A stated collateral value is not the amount an investor necessarily recovers. Delay, legal costs, competing secured claims, deterioration, maintenance expenses and a forced-sale discount can reduce proceeds. If the documents are incomplete or inconsistent, treat priority and recovery as unverified rather than assigning a precise recovery percentage.
4. Test liquidity and the practical exit route
An account-level withdrawal facility does not make each underlying security liquid. Ask who may legally buy or receive a transfer, whether issuer or trustee consent is required, whether a lock-in applies, and whether any dealer or market maker has provided a firm executable bid.
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Request evidence of recent arm’s-length trades: date, size, price, settlement time and whether the transaction was a completed sale or merely an indicative quote. A large theoretical bid for a tiny parcel may not be executable for the client’s position. Also establish dematerialisation, transfer forms, stamp duties, settlement mechanics and any information a buyer must receive.
Run a stressed-exit test:
- Could the position be sold before maturity without issuer consent?
- What happens if the only buyer offers a material discount to the reported value?
- How long would a bilateral sale, approval and settlement take?
- Would a payment delay or rating action eliminate the buyer pool?
- Can the investor meet a cash need without selling this asset?
A SEBI-published risk disclosure warns that unlisted securities may have greater price fluctuations, less liquidity and greater risk than securities traded in the open market, may lack a liquid secondary market and may not be realised at fair value. Treat “hold to maturity” as a scenario requiring the issuer to pay, not as a guaranteed exit plan.
5. Challenge the valuation and identify stale marks
Obtain the valuation date and method in writing. The file should show the discount rate or yield, credit spread, expected cash flows, comparable instruments or transactions, treatment of delayed interest, liquidity adjustments and the person or firm performing independent review.
Compare the reported mark with actual bids and completed arm’s-length sales where available. Ask how the number changes under explicit stresses: wider credit spreads, a rating downgrade or withdrawal, a covenant breach, a missed coupon, a longer settlement period or a lower collateral value. A model that changes little when those inputs deteriorate may be insensitive rather than conservative.
A carrying value is an estimate at a stated date. It is not proof that a buyer will transact at that price, and the reviewed official material does not establish one mandatory valuation method for every unlisted PMS debt holding. Flag a mark as potentially stale when there are no recent transactions, the issuer has stopped supplying timely information, a payment is late, the rating has changed or the valuation relies on unchanged old comparables.
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6. Measure concentration and cash-flow fit
Calculate exposure beyond the face value of this one holding. Include the issuer and connected group, sector, project, collateral pool, debt rank and maturity window. Search listed shares or bonds, deposits, alternative-investment funds and other PMS positions for indirect exposure to the same borrower, promoter, lender or economic driver.
Compare contractual coupons and maturity with the investor’s actual cash needs. Model delayed interest, a missed payment, an extension, reinvestment at a lower yield and the cost of obtaining cash elsewhere. A high coupon can increase concentration risk if it encourages the portfolio to hold too much of one borrower or maturity bucket.
Use the client report to quantify exposure; do not infer diversification from the manager’s general disclosure. One manager’s disclosure document identifies concentration or non-diversification and liquidity among portfolio risks, but that illustrative wording says nothing about the actual percentage held in a particular account.
Independent reader supportYour contribution helps us test, update, and keep practical guides available for everyone.Manager, related-party and fee risks
Review the disclosure document and agreement for fixed and performance fees, transaction and custody charges, expenses charged through associates, valuation responsibility and conflict procedures. Ask whether the manager or a connected party arranged, issued, distributed, holds, values or trades the instrument.
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A repeatable review process
Before purchase or consent
- Classify the account and security; verify mandate permission and the applicable unlisted limit.
- Read the complete instrument and security documents, then write a one-page summary of ranking, collateral, covenants, payment dates, default rights and transfer restrictions.
- Rebuild the issuer’s cash-flow and maturity schedule from audited and interim information.
- Obtain an independent view of valuation assumptions and compare them with observable bids or trades.
- Map direct and indirect portfolio concentration, related-party links and the client’s cash requirements.
- Record the decision, unresolved questions, downside scenarios and the conditions that would trigger a review or refusal.
While the holding remains in the account
- Match each scheduled payment against bank or custodian evidence rather than relying only on a portfolio statement.
- Update issuer financials, debt maturities, ratings, covenant certificates and collateral information at each reporting cycle.
- Recalculate group, sector and maturity concentration after purchases, sales, restructurings or valuation changes.
- Reperform the valuation challenge when a rating changes, information is late, a covenant is breached, a payment is delayed or a comparable trade appears.
- Reassess whether the position still fits the client’s liquidity needs and the current PMS mandate.
When a warning event occurs
Escalate promptly if interest or principal is late, a rating is downgraded or withdrawn, the issuer requests a waiver, a covenant is breached, audited information is delayed, collateral values fall, a related-party transaction emerges or an exit quote disappears. Request a written timeline, cash-flow forecast, legal-rights analysis and valuation update. Do not treat a promise to pay later as proof that risk has returned to its previous level.
Questions to put to the PMS manager
- What are the ISIN or legal identifier, issuer, face value, purchase date, cost, current valuation and valuation date?
- Is the account discretionary or non-discretionary, and how is this security treated under the applicable unlisted-security rule and limit?
- What are the payment schedule, maturity, ranking, security, covenants, guarantees, default triggers and recovery rights?
- What do the latest audited and interim financials show about debt maturities, cash-flow coverage, liquidity and contingent liabilities?
- What rating actions and payment events have occurred, and which instrument and entity does the rating cover?
- Which observable transaction, bid, comparable or model input supports the carrying value, and who independently checks it?
- What transfer, consent, lock-in, market and settlement constraints apply before maturity?
- What percentage of this client’s portfolio is exposed to the issuer or group, sector, maturity period, collateral or related parties?
- Does the manager, an associate or another connected party have a role or financial interest in issuance, distribution, custody, valuation or sale?
- What fixed, performance, transaction, custody or underlying charges apply to this exposure?
- How will the portfolio report and valuation change if payment is late, a rating is withdrawn or a covenant is breached?
How to compare an unlisted debt holding with another debt option
Do not rank alternatives by coupon alone. Use the same evidence standard for every candidate.
| Comparison axis | Evidence to compare | Decision question |
|---|---|---|
| Repayment strength | Cash flow, leverage, coverage, liquidity, maturities, audit quality and payment history | Which issuer has the more credible path to pay on time under stress? |
| Legal priority | Seniority, security, guarantees, covenants, trustee powers and competing claims | What claim survives if the issuer fails? |
| Return versus risk | Coupon and yield after all fees, adjusted for default, extension and recovery scenarios | Is the incremental return compensation for the additional credit and liquidity risk? |
| Exit | Eligible buyers, consents, lock-ins, recent trade sizes, executable bids and settlement time | Can the investor obtain cash when needed, and at what likely discount? |
| Valuation transparency | Freshness of trades, model inputs, sensitivity and independent review | Could the reported value remain unchanged while sale proceeds fall? |
| Cash-flow alignment | Coupon dates, maturity, extension rights and the investor’s spending needs | Does the instrument pay when the money is needed? |
| Concentration and conflicts | Issuer, group, sector and maturity exposure; manager and related-party roles | What risks are duplicated elsewhere, and whose interests could differ from the client’s? |
What the available evidence cannot establish
There is no authoritative market-wide default rate, average recovery rate, typical liquidity discount or average holding period established here specifically for unlisted debt in Indian PMS portfolios. Those figures vary by issuer, structure, market conditions and enforcement path. Do not substitute a generic statistic for analysis of the actual contract and borrower.
Likewise, neither the INR 50 lakh account threshold nor a 25% allowance for specified non-discretionary holdings indicates that a particular security is approved, suitable, liquid or protected. The only defensible conclusion about an unnamed holding is conditional: its risk depends on the mandate, issuer cash flows, legal documents, exit conditions, valuation process, concentration and conflicts documented for that account.
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