SEBI AIF Advisory & Valuation
AIF Services in India
Structuring, SEBI Registration, Implementation and Portfolio Valuation for Category I, II and III Alternative Investment Funds
Launching an Alternative Investment Fund requires the category, legal structure, fund economics, PPM, service-provider setup, investor onboarding and valuation framework to work together from the start.
Elite Valuation supports sponsors, fund managers, family offices and investment platforms across Category I, II and III AIFs — from structuring and SEBI registration through first close, implementation and independent portfolio valuation.
- Category I, II & III
- Senior-led by CA Sagar Shah
- One team from structuring to valuation
Which AIF Service Do You Need? Find the Right Starting Point
Tell us where the fund stands today.
Who we are
AIF Advisory & Valuation Experts in India
INTEGRATED AIF SUPPORT
Structuring, registration, implementation and valuation for AIFs across India.
Our Services
Our Specialized AIF Services
Structuring, SEBI registration, implementation and portfolio valuation — connected through one coordinated engagement.
Included Services
One connected AIF engagement from fund design to operating life.
We connect the commercial, regulatory, operational and valuation workstreams so the fund is built on one consistent set of assumptions.
- Category & legal structure
- Fee, carry & waterfall
- Application & supporting schedules
- PPM & regulatory coordination
- Providers, accounts & policies
- KYC, commitments & first close
- Unlisted & complex securities
- NAV, audit & trustee support
Definition
What Are AIF Services?
In Short
AIF services connect structuring, registration, implementation and valuation from fund concept to operation.
The objective is simple: keep the fund’s commercial terms, regulatory documents and operating processes aligned throughout the lifecycle.
Category & legal structure
Category, legal structure, sponsor-manager model, investment strategy, fund economics and PPM architecture.SEBI Registration
Form A, PPM coordination, merchant banker review, regulatory responses and completion of the registration process.Implementation & First Close
Service providers, bank and demat setup, KYC, policies, contribution documents, commitments and drawdown controls.Live Fund & Valuation
Portfolio valuation, NAV support, investor reporting, governance, audit support and recurring regulatory processes.
Typical AIF support may span:
Fund Structuring
SEBI Registration
Implementation
Fund Economics
Portfolio Valuation
Governance
Fund Lifecycle
How Does an AIF Work? Six Stages from Fund Idea to Exit
Investment Thesis & Category
The sponsor defines the strategy, asset class, investment stage, leverage needs and target investors, which together point to Category I, II or III.
Structure & Fund Economics
The legal vehicle, sponsor, manager and trustee roles are fixed, along with management fee, hurdle, carried interest and the distribution waterfall.
SEBI Registration
The application is filed in Form A with the PPM routed through a merchant banker, regulatory queries are answered and the certificate of registration is issued.
Launch & First Close
The scheme becomes operational: bank and demat accounts, RTA, custodian where applicable, investor KYC and contribution agreements are completed before first close.
Drawdowns & Investments
Capital is called from investors and deployed through investment committee approvals, within the strategy, concentration limits and conditions stated in the PPM.
Valuation, Reporting & Exit
Portfolio investments are valued periodically, NAV and investor reports are issued, SEBI reporting and audits are completed, and the scheme distributes proceeds and winds up at the end of its tenure.
Start From Where You Are
Your Next Step Depends on Your Fund Moment
We have a fund strategy, but not yet an AIF structure.
Translate the thesis into the right category, legal architecture, economics and launch roadmap before the registration pack is built.
Category & legal structure
Fee, carry & waterfall
Sponsor-manager governance
Registration roadmap
We are preparing the AIF registration and PPM filing.
Align Form A, PPM disclosures, constitutional documents, investment team information and economics before merchant banker and SEBI review.
Form A schedules
PPM consistency review
Merchant banker coordination
SEBI query closure
We are preparing the AIF registration and PPM filing.
Move from regulatory approval to operating readiness with service providers, investor onboarding, policies, accounts and first-close controls.
RTA, custodian & valuer setup
KYC & contribution agreements
Policy framework
First-close checklist
We have a fund strategy, but not yet an AIF structure.
Build recurring valuation, NAV, reporting and governance processes that can withstand auditor, trustee and investor scrutiny.
Portfolio valuation
NAV data workflow
Compliance evidence
Audit & trustee support
AIF Advisory & Structuring
AIF Advisory: Four Decisions to Make Before Form A
Decision 01
Which AIF Category Fits Your Investment Strategy?
Category follows strategy, not preference. Venture, SME, infrastructure and social impact strategies generally fall in Category I, unlevered private equity and private credit in Category II, and trading or leveraged strategies in Category III.
Decision 02
Trust, LLP or Company: Which Legal Structure Suits the Fund?
Most domestic AIFs use a trust, but an LLP or company may suit certain sponsors. The choice affects governance, documentation, investor administration and how tax and regulatory provisions apply.
Decision 03
How Will the Economics Work?
Management fee, set-up expenses, hurdle, catch-up, carried interest and the distribution waterfall should be modelled before they are written into the PPM and contribution agreements.
Decision 04
Who Will Invest?
The mix of domestic, foreign, accredited and institutional investors influences minimum commitments, FEMA considerations, KYC design, side-letter terms and even the scheme route available.
Why Coordination Matters
Why AIF Workstreams Need to Stay Connected
| Area | Fragmented | Coordinated |
|---|---|---|
| Structure & Category | Category chosen before strategy and investor mix are settled | Category, vehicle and strategy decided together |
| PPM & Fund Economics | Fee and carry terms drafted before the model is tested | Economics modelled first and carried consistently into documents |
| Registration & Documents | Queries answered document by document | One tracker links each issue to every affected document |
| Implementation & Investors | Service providers and onboarding begin late | Dependencies mapped before first close becomes time-sensitive |
| Valuation & Governance | Valuation and reporting are addressed only at the deadline | Policy, data pack, calendar and review trail are established early |
Category-Specific Support
AIF Services for Category I, II and III Funds
I
Category I AIF
For venture capital (including angel funds), SME, social impact, infrastructure and special situation strategies, where fund structure, PPM alignment and unlisted portfolio valuation carry most of the weight.
- Venture capital and early-stage strategies
- SME and infrastructure-oriented funds
- Fund economics and investor disclosures
- Unlisted portfolio valuation
- Highlight in comparison
II
Category II AIF
For private equity, growth, private credit, real estate and fund-of-funds strategies that do not use leverage beyond permitted operational borrowing. This is the largest segment of India's private-market AIF ecosystem.
- PE, growth and private credit strategies
- Fund structuring and PPM economics
- Investor onboarding and drawdowns
- Independent portfolio valuation
- Highlight in comparison
III
Category III AIF
For funds using diverse or complex trading strategies, which may employ leverage, including through listed derivatives. Strategy disclosure, risk controls, NAV independence & reporting cadence need particular attention.
- Close-ended and open-ended architecture
- NAV process and controls
- Risk and operating framework
- Valuation and reporting support
- Highlight in comparison
Category I vs Category II vs Category III AIF: Key Differences
| Aspect | Category I | Category II | Category III |
|---|---|---|---|
| Typical strategies | Venture capital, angel, SME, social impact, infrastructure, special situations | Private equity, private credit, real estate, fund of funds | Long-short, arbitrage, hedge and other trading strategies |
| Leverage | Not permitted beyond limited temporary borrowing | Not permitted beyond limited temporary borrowing | Permitted within SEBI limits |
| Fund structure | Close-ended | Close-ended | Close-ended or open-ended |
| Valuation or NAV | Independent valuation at least every six months | Independent valuation at least every six months | NAV at least quarterly (close-ended) or monthly (open-ended) |
| Income-tax treatment | Pass-through status for most income | Pass-through status for most income | Generally taxed at fund level |
AIF Implementation
END-TO-END SUPPORT
From SEBI Registration Certificate to First Close
From registration handover to first-close readiness, we coordinate the operational workstreams that turn the certificate into an operating fund.
01
Registration Handover
Finalize SEBI and banker comments, documents, and action points.
02
Fund Infrastructure
Coordinate bank, RTA, custodian, fund accountant, valuer and other key providers.
03
Investor Readiness
Prepare KYC, contribution documents, commitments, side letters and drawdown communication.
04
First-Close Controls
Validate documents, service providers, accounts, commitments and sponsor-manager actions.
05
Investment Governance
Build practical approval, conflict, allocation and portfolio-monitoring processes.
06
Compliance Calendar
Set owners and due dates for reporting, valuation, audit and governance actions.
AIF Valuation
AIF Valuation Services for Portfolio Value and NAV
Regulatory Watch
Recent SEBI AIF Regulatory Updates
Sep
Angel Fund accredited-investor transition extended
Jul
GARUDA mechanism for scheme rollout
Jun
Inoperative Fund status and winding-up flexibility
Mar
Regulatory reporting framework revised
Feb
AIF unit values to be reported to depositories
- This section is a high-level summary and should be read with the AIF Regulations, the Master Circular and subsequent SEBI circulars.
Regulatory Framework
Regulatory Framework for AIF Services in India
Who We Support
AIF Services for Sponsors, Managers and Existing Funds
How We Work
Our AIF Services Process
Scope the AIF
Requirement
We confirm the fund's strategy, stage, category, investor profile and the specific workstreams required.
Review Fund &
Sponsor Information
We review the thesis, sponsor and manager details, draft terms, existing documents and any SEBI correspondence.
Design the Fund
Framework
We set out the category, structure, economics, governance and valuation framework the documents will rely on.
Coordinate Registration & Implementation
We align Form A, PPM inputs, service providers, onboarding, policies and first-close checks across all parties.
Value, Report &
Support
We deliver agreed work products and support portfolio valuation, NAV inputs, audit queries and future schemes.
What You Receive
What You Receive from Our AIF Services
Avoidable Risks
Common AIF Setup Mistakes Sponsors Should Avoid
Why Elite Valuation
Why Choose Elite Valuation for AIF Services?
Integrated AIF Expertise
One senior-led team from registration to valuation.
Strategy, documentation, implementation and valuation stay connected throughout the fund lifecycle.
Integrated AIF Expertise
One senior-led team from registration to valuation.
Strategy, documentation, implementation and valuation stay connected throughout the fund lifecycle.
13K+
Founder - Elite Valuation
CA Sagar Shah
IBBI Registered Valuer & Business Valuation Expert in India
Chartered Accountant (All India Rank) · Company Secretary · Ex-Ernst & Young.
15+ years advising Promoters, Investors, and MNCs on Valuation, ESOP, M&A, FEMA, AIF, Transfer Pricing, and Cross-Border Transactions across India.
- CA — All India Rank
- Company Secretary
- IBBI Registered Valuer
- Ex-Ernst & Young
- 500+ Clients
Our Clients
Fund Strategies
AIF Strategies We Support
Across India
AIF Services Across India
Nationwide Client Coverage
One senior-led AIF team, irrespective of your city.
We work with sponsors, managers, family offices and investment platforms across India through a structured remote-first engagement model.
Major markets served
Ahmedabad
Mumbai
Pune
Delhi
Gurugram
Bengaluru
Chennai
Hyderabad
- GIFT IFSC funds operate under the IFSCA framework and are scoped separately.
Trusted by Leaders.
Proven by Results.
What founders, CFOs, and investors say about working with Elite Valuation.
"The team at Elite Valuation was very helpful in our multiple Valuations. CA Sagar Shah personally ensured the Valuation was objective and clearly explained to us, which helped fix the gap during negotiations. They are responsive, professional, and truly understand the complexities of M&A. Highly recommend their expertise for any deal."
"We've been working with Elite Valuation for our ESOPs for a few years now, and they've been great. They handle the complex regulatory side of things very smoothly, making sure our reports are always audit-ready and easy to understand. The team is professional and always help us meet a deadline, and they really know how to manage equity Valuations for larger companies. Highly recommended if you need a reliable partner for compliance."
"Elite Valuation has been our go-to firm for our all type of Valuations be ie Merger, ESOP, Preferential Valuation of listed companies. They understand the nuances of different regulations, complex Valuation modelling and always ensure the assumptions are well-supported and defensible during audits. Their consistency and reliability make them a trusted partner for all of our Valuation requirements ."
"We engaged Elite Valuation for a merger Valuation involving more than 12 group companies, and the experience was seamless. Mr Sagar Shah and his team built a robust model that satisfied all stakeholders. Their understanding of regulatory requirements and Valuation complexities made them an invaluable partner throughout the process."
"Sagar and his team understand ESOP and Business Valuation and compliance very well. What we like most is that they take the time to explain the numbers and the logic behind them, which has been very useful for us internally. It feels like working with a team that genuinely knows the space well."
"We issued compulsorily convertible debentures as part of a funding round, and Elite Valuation provided a robust Valuation that addressed all regulatory and stakeholder requirements. Their familiarity with instrument-specific Valuation methodologies and SEBI requirements was very evident."
"As a first-time fundraiser, we had no idea where to begin. Elite Valuation built an investor-grade financial model and a detailed Investor Memorandum for us, while guiding us on exactly what institutional investors look for. Mr. was patient, responsive, and made the entire process approachable. We walked into every investor meeting fully confident. Truly a reliable partner for anyone navigating fundraising for the first time."
"We have engaged Elite Valuation across a range of assignments, including share issuances, transfers, ESOPs, preferential allotments, rights issues, and merger Valuations. Their execution has consistently reflected strong technical depth and a clear understanding of regulatory frameworks. The team delivers well-structured, defensible Valuation reports with a high level of precision and professionalism. Their ability to manage complex mandates within tight timelines, without compromising on analytical rigor, is particularly noteworthy. Elite Valuation combines technical expertise with commercial insight, making them a dependable partner for Valuation engagements. We highly recommend their services.""
"Over the last few years, we've engaged Elite Valuation for multiple Valuation projects for multiple of our clients. Their reports are always comprehensive, well-documented, and fully aligned with regulatory requirements under Income-tax and FEMA. CA Sagar Shah's insights were instrumental in ensuring a smooth process and his expertise added tremendous value throughout. Highly recommended for multinational enterprises and large firms."
Case studies
AIF Case Studies
Published Insights
