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Assess an unlisted debt holding in a Portfolio Management Services (PMS) account on six linked questions: is it permitted by the client’s mandate, can the issuer repay, what legal recovery rights does the instrument provide, can it be exited, how reliable is its valuation, and how concentrated is the exposure in the overall portfolio? A high coupon or an unchanged valuation mark answers none of those questions by itself.
This guide applies to Indian PMS accounts and uses the regulatory position available on October 13, 2026. It is an educational due-diligence framework, not a conclusion about any unnamed issuer or an individual investor’s suitability.
What unlisted debt means in a PMS account
Unlisted debt is a loan-like security—such as a privately issued bond, debenture or note—that is not admitted to trading on a recognised public exchange. The investor still has a contractual right to interest and principal, but there may be no continuously quoted market price or ready pool of buyers.
In a PMS portfolio, the manager owns or arranges the position for the client account under a written mandate. That account-level service does not make the underlying security liquid. A client may have withdrawal rights under the PMS agreement while the manager is still unable to sell a particular bond quickly without a discount, issuer consent or a bilateral buyer.
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SEBI investor guidance describes due diligence as “the comprehensive and thorough analysis and assessment carried out by investors, before engaging in any investment activity.” For an unlisted debt position, that means analysing the security’s documents and the issuer’s finances together with the PMS contract, valuation process and the rest of the client’s portfolio.
Check the regulatory and mandate fit first
The first question is not whether the yield looks attractive. It is whether the manager is allowed to hold this instrument for this type of PMS account and within the applicable exposure limit.
Discretionary versus non-discretionary PMS
| Account type | Position under SEBI’s September 2024 FAQ | What to verify |
|---|---|---|
| Discretionary PMS | A portfolio manager cannot invest a discretionary client’s funds in unlisted bonds. | Confirm the account classification in the signed agreement and identify whether the security is legally an unlisted bond or another unlisted security. |
| Non-discretionary PMS | May invest up to 25% of a client’s AUM in unlisted securities, including debt securities, in addition to securities permitted for discretionary PMS. | Ask how the manager calculates the 25% ceiling, the measurement date, and whether other unlisted holdings are included. |
| Any new PMS account | The manager must accept at least INR 50 lakh or securities worth at least that amount when opening the account. | Treat this as an account-opening condition, not as evidence of liquidity, suitability or capital protection. |
The 25% and INR 50 lakh figures come from SEBI’s September 2024 FAQ. SEBI’s regulations index, checked on October 13, 2026, lists the Portfolio Managers Regulations, 2020 as last amended on September 3, 2025. It also lists 2026 regulations effective April 1, 2027; that future framework should not be described as already in force. Confirm the rules again before relying on this analysis because the legal position is date-sensitive.
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Reconcile the security with the contract
Read the signed PMS agreement and disclosure document alongside the latest portfolio statement. The agreement should identify permitted instrument types, exposure proportions, investment tenure, early-withdrawal provisions, risks, fees, custody and reporting. Confirm the account’s mandate, the security’s classification, the recorded face value and the exposure percentage on the same valuation date.
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Look for any manager, arranger, custodian, valuer or issuer relationship. SEBI requires related-party information in the disclosure document, and its 2024 FAQ describes prescribed limits and prior client consent for investments in associates or related parties. A disclosure is not the same as independent approval: obtain the relationship, the consent record and the controls used to protect the client’s price and allocation.
Assess the issuer’s ability to pay
Credit risk is the possibility that interest or principal is paid late, reduced, restructured or not paid. Start with the latest audited financial statements, interim results, cash-flow statements, debt schedule and auditor qualifications. Review cash available for debt service rather than relying on accounting profit.
Questions for the financial statements
- How much cash is generated from operations, and how much is consumed by working capital or capital expenditure?
- What interest and principal payments fall due during the security’s life?
- Does the issuer depend on refinancing, asset sales, promoter support or a single lender to meet those payments?
- What are leverage, interest-coverage and liquidity trends, and did they worsen after the bond was issued?
- Are revenue, assets or cash balances concentrated in one customer, project, geography or group company?
- What contingent liabilities, guarantees, litigation or off-balance-sheet commitments could compete for cash?
- Has the issuer missed, deferred, waived or restructured any payment, covenant or borrowing?
Ask for a timeline of material changes since issuance. A strong balance sheet at the purchase date does not establish repayment capacity today.
Use ratings as evidence, not insurance
Obtain the rating rationale and every rating action, including the date, instrument rated, legal entity rated, outlook and watch status. A rating is an opinion subject to change; it is not a guarantee of repayment or recovery. Investigate why a rating moved, was withdrawn or was placed on watch, and compare that explanation with the issuer’s current cash flows.
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The available official material contains no issuer-specific financial data for this title. Therefore, no conclusion about the creditworthiness of a particular bond can be drawn without its financial statements, payment history and terms.
Read the instrument for priority and recovery
Principal repayment depends not only on the issuer’s assets but also on where this claim ranks when several creditors have rights over those assets. Obtain the information memorandum, debenture trust deed or equivalent contract, subscription documents, security documents and guarantees.
Establish the legal position
- Security: Is the claim secured or unsecured? Identify each charged asset, its owner, charge-registration status and any prior charge.
- Ranking: Is it senior, pari passu, subordinated or junior to bank loans, bonds or other creditors?
- Security trustee: Who holds and enforces the security, and what duties, powers and replacement provisions apply?
- Guarantees: Name the guarantor, test its financial capacity and check whether the guarantee is unconditional, continuing and legally enforceable.
- Covenants: Record leverage, asset-sale, additional-debt, dividend, related-party and information covenants, including testing dates and cure periods.
- Default rights: Identify events of default, notice requirements, acceleration rights, standstill provisions and the enforcement route.
- Payment mechanics: Confirm coupon dates, compounding or default interest, withholding taxes, redemption method and any call or put option.
A stated collateral value is not the amount a client will necessarily recover. Delay, legal costs, competing claims, asset deterioration and a forced sale can reduce proceeds substantially. Recovery analysis must use the actual documents and a realistic enforcement scenario, not a brochure’s headline asset value.
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Liquidity risk is the risk that the position cannot be sold when cash is needed, or can be sold only at a large discount. An unlisted security may have no liquid secondary market and may not be realisable at its reported fair value. SEBI-published risk disclosures warn that unlisted securities can have greater price fluctuation, lower liquidity and greater risk than securities traded in the open market.
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Map the transfer route
- Ask who is legally eligible to buy or receive a transfer: another investor, an institution, the issuer, a fund or only an existing holder.
- Check the information memorandum and trust deed for lock-ins, minimum transfer sizes, right-of-first-refusal clauses, stamp duties and issuer or trustee consent.
- Request evidence of recent arm’s-length trades, including trade size, price, settlement time and whether the trade actually settled.
- Ask whether any dealer or market maker has supplied a firm, executable bid rather than an indicative valuation.
- Model a stressed exit in which the manager must accept a discount, wait for a bilateral buyer or hold the bond to maturity.
Do not treat the PMS agreement’s account-level withdrawal language as a promise that every underlying bond can be liquidated on demand. Ask what happens if a client withdrawal request arrives while this position is unsold, in default or subject to a transfer restriction.
Challenge the valuation mark
The portfolio statement’s carrying value is an estimate at a stated date. It is not proof that a buyer would transact at that price. For every reporting date, request the valuation date, method, inputs and independent review.
Information to request from the manager
- The discount rate or yield curve, credit spread and liquidity adjustment used.
- Comparable instruments, observable transactions or bids supporting the mark.
- How accrued, delayed or unpaid interest is treated.
- Whether the model reflects seniority, collateral, covenants, guarantees and remaining maturity.
- The person or firm responsible for the valuation and the scope of its independent check.
- The effect on value of a wider credit spread, rating downgrade, covenant breach or late payment.
Compare the reported mark with actual bids or completed arm’s-length sales whenever available. If no observable price exists, ask how stale inputs are identified and when the position is moved to a more conservative status. The official material reviewed here does not establish one mandatory valuation method for every unlisted PMS debt holding, so the manager’s methodology, documentation and review trail matter.
Measure concentration and cash-flow fit
A bond can appear modest in isolation but become material when related exposures are added. Calculate exposure to the borrower and connected group, sector, collateral pool, debt rank and maturity window.
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Look through the whole client portfolio
- Include listed shares or bonds, deposits, alternative funds and other PMS positions that depend on the same issuer, promoter, project or sector.
- Separate direct issuer exposure from indirect or guaranteed exposure.
- Map maturities and coupon dates to identify a cluster of cash needs or refinancing events.
- Check whether several positions rely on the same collateral pool, security trustee or guarantor.
- Compare expected cash receipts with the client’s planned withdrawals and spending needs.
Include delayed or missed payments and the possibility that reinvestment occurs later at a lower yield. A manager disclosure may identify concentration, non-diversification and liquidity as portfolio risks, but only the client’s current report shows the actual exposure.
Independent reader supportYour contribution helps us test, update, and keep practical guides available for everyone.Examine manager conflicts, fees and controls
Review fixed and performance fees, transaction and custody charges, and any costs charged through associates. Ask whether the manager or a connected party arranged, issued, purchased, values, holds or is seeking to sell the security.
For each relationship, obtain the disclosure, the client-consent record where required, the allocation policy and the independent checks over price and valuation. Determine whether fees are charged on cost, reported value or realised proceeds, and whether transaction-level costs reduce the investor’s net yield. A high coupon should be compared with the net return after all applicable charges and with the risks of subordination, delay and illiquidity.
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A practical due-diligence workflow
- Freeze the facts on one date. Record the account type, AUM, security identifier, issuer, face value, purchase date, cost, reported value and valuation date.
- Confirm permission. Reconcile the instrument with the mandate, the unlisted-security definition used by the manager and the applicable exposure limit.
- Build the payment case. Collect audited and interim financials, debt maturities, cash-flow forecasts, rating actions and payment history.
- Build the recovery case. Read the trust deed and security documents, then rank the claim against every known creditor and charged asset.
- Build the exit case. Document transfer restrictions, consent requirements, recent trades, available bids and a stressed sale assumption.
- Reperform the valuation question. Obtain model inputs and independent review evidence; compare the mark with any observable transaction.
- Aggregate exposure. Add direct, group, sector, collateral and maturity concentrations across the complete client portfolio.
- Review conflicts and economics. Identify related parties, obtain consent records and calculate the net return after fees and costs.
- Set monitoring triggers. Require prompt review after a late payment, rating action, covenant breach, auditor qualification, material refinancing or valuation change.
- Document the decision. Record what is known, what is uncertain, the evidence supporting each conclusion and the action required—retain, reduce, seek consent, obtain more information or pursue an exit.
Red flags that require escalation
- The account is discretionary even though the position is described as an unlisted bond.
- The manager cannot explain how the 25% limit or related-party limits were calculated.
- Financial statements are stale, unaudited, qualified or inconsistent with reported cash balances.
- Interest has been delayed, capitalised, waived or paid from new borrowing.
- Security-registration evidence, trustee identity, guarantee wording or creditor ranking is unclear.
- No buyer can be identified and the quoted value is supported only by an internal model.
- The valuation remains unchanged despite a downgrade, missed payment or covenant breach.
- Several portfolio holdings depend on the same borrower, group, sector, collateral or maturity date.
- A connected party arranged or values the position without clear disclosure, consent and independent checks.
- Fees, transfer costs or early-withdrawal conditions are not stated in a way the client can calculate.
Questions to put to the PMS manager
- What are the instrument’s ISIN or legal identifier, issuer, face value, purchase date, cost, current valuation and valuation date?
- Is the mandate discretionary or non-discretionary, and how is this holding treated under the applicable unlisted-security rules?
- What are the payment schedule, maturity, ranking, security, covenants, guarantees, default provisions and recovery terms?
- What do the latest audited and interim financials show about debt maturities, cash-flow coverage, rating actions and payment history?
- What observable transaction, bid, comparable or model inputs support the carrying value, and who independently checks it?
- What transfer, consent, lock-up, market and settlement constraints affect a sale before maturity?
- What percentage of the client’s portfolio is exposed to the issuer or group, sector, maturity period 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 fees and charges apply, including underlying or transaction-level costs?
- 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 bond with another debt holding
| Comparison axis | Question to answer |
|---|---|
| Repayment strength | Which issuer has more reliable cash generation, liquidity and refinancing capacity? |
| Priority and protection | Which claim has stronger seniority, security, guarantees and enforceable covenants? |
| Net compensation | Does the yield after fees compensate for credit, recovery and liquidity risk? |
| Exit | Can the holding be sold before maturity, to whom, at what evidence-based price and settlement time? |
| Valuation | Are marks based on current transactions or transparent, independently reviewed assumptions? |
| Cash-flow alignment | Do coupons and maturity match the investor’s cash needs without relying on perfect timing? |
| Correlation and concentration | Would the position suffer with other holdings if the same issuer, sector or collateral failed? |
| Conflicts | Are manager or related-party roles disclosed, consented to and independently controlled? |
Do not rank alternatives on coupon alone. A lower-yielding security with clearer priority, better evidence of liquidity and less concentration may carry less overall risk than a high-coupon private instrument.
What the available evidence cannot tell you
There is no authoritative market-wide default rate, average recovery rate, typical liquidity discount or average holding period established here for unlisted debt in Indian PMS portfolios. Those figures should not be substituted for security-specific analysis. The only defensible conclusion is conditional: risk depends on the actual issuer, instrument documents, mandate, portfolio concentration, valuation process and exit conditions.
Before acting, obtain current documents from the PMS manager and verify the regulations in force on the date of the decision. SEBI’s future-effective 2026 framework begins on April 1, 2027, so any assessment made after that date should be checked against the operative rules rather than this earlier snapshot.
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