CIRCULAR
SEBI/HO/IMD/IMD-RAC-3/P/CIR/2025/125 September 9, 2025
To
All Portfolio Managers
Association of Portfolio Managers in India (APMI)
Madam / Sir,
Sub: Format of ‘Disclosure Document’ for Portfolio Managers
1. Regulation 22(3) of SEBI (Portfolio Managers) Regulations, 2020 mandates
submission of ‘Disclosure Document’ by Portfolio Managers:
“The portfolio manager shall provide to the client, the Disclosure Document
as specified in Schedule V, along with a certificate in Form C as specified in
Schedule I, prior to entering into an agreement with the client as referred to
in sub-regulation (1).”
2. As a part of an initiative for ease of doing business, it has been decided, in
consultation with the Association of Portfolio Managers of India (APMI), to delete
the Schedule V from the SEBI (Portfolio Managers) Regulations, 2020 containing
the format of ‘Disclosure Document’ and issue the same in a simplified manner
through this circular.
2.1. The ‘Disclosure Document’ has been divided into two sections viz. static and
dynamic. The format of ‘Disclosure Document’ along with template is given
in Annexure-I.
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2.2. PMS to ensure that each parameter of ‘Disclosure Document’ begins on a
fresh page. Only the page(s) containing change(s) in any parameter would
need to be certified by independent Chartered Accountant and Principal
Officer of the PMS. The same shall also be highlighted in the communication
to clients.
2.3. The updated Disclosure Document Page(s) in which changes are carried out
shall be simultaneously communicated to the clients, updated on the website
of portfolio manager and filed with the Board within 7 working days from the
date of change.
2.4. All other requirements, terms and conditions as enshrined in the SEBI
(Portfolio Managers) Regulations, 2020 shall remain unchanged including
the contents of the ‘Disclosure Document’ which have been specified in
Regulation 22 (4) of SEBI (Portfolio Managers) Regulations, 2020 and their
certification from an Independent Chartered Accountant as specified under
Regulation 22 (5) of SEBI (Portfolio Managers) Regulations. 2020.
3. The provisions of this circular shall be applicable with immediate effect.
4. This circular is issued in exercise of powers conferred under Section 11 (1) of the
Securities and Exchange Board of India Act, 1992, read with Regulation 43 of
SEBI (Portfolio Managers) Regulations, 2020, to protect the interests of investors
in securities and to promote the development of, and to regulate the securities
market.
Yours faithfully
Vir Sahab Singh
General Manager
022- 2644 9285
virsahabs@sebi.gov.in
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Annexure-1
Classification of sixteen parameters of Model Disclosure document
Part-I Static section:
Sl. No. Parameter
1 Disclaimer clause
2 Definitions
3 Description
Penalties, pending litigation or proceedings, findings of
inspection or investigation for which action may have been taken
4 or initiated by any regulatory authority.
5 Services offered
6 Risk factors
7 Nature of Expenses
8 Taxation
9 Accounting policies
10 Investors services
Details of the diversification policy of the portfolio manager
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Part-II Dynamic Section:
Sl. No. Parameter
12 Client Representation
13 Financial performance
14 Performance of Portfolio Manager
15 Audit Observations (of the preceding 3 years)
Details of investments in the securities of related parties of the
16 portfolio manager
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DRAFT STANDARD TEMPLATE
DISCLOSURE DOCUMENT
PORTFOLIO MANAGEMENT SERVICES
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PART-I- Static Section
1. Disclaimer Clause
This Document has been prepared in accordance with the SEBI (Portfolio Managers) Regulations,
2020 and filed with SEBI. This Document has neither been approved nor disapproved by SEBI
nor has SEBI certified the accuracy or adequacy of the contents of this Document.
The distribution of this Document in certain jurisdictions may be restricted or totally prohibited
and accordingly, persons who come into possession of this Document are required to inform
themselves about and to observe any such restrictions.
2. Definitions
In this Disclosure Document, unless the context otherwise requires, the following words and
expressions shall have the meaning assigned to them:
1. “Act” means the Securities and Exchange Board of India Act, 1992.
2. “Accreditation Agency” means a subsidiary of a recognized stock exchange or a subsidiary
of a depository or any other entity as may be specified by SEBI from time to time.
3. “Accredited Investor” means any person who is granted a certificate of accreditation by
an accreditation agency who:
(i) in case of an individual, HUF, family trust or sole proprietorship has:
(a) annual income of at least two crore rupees; or
(b) net worth of at least seven crore fifty lakh rupees, out of which not less than
three crores seventy-five lakh rupees is in the form of financial assets; or
(c) annual income of at least one crore rupees and minimum net worth of five
crore rupees, out of which not less than two crore fifty lakh rupees is in the
form of financial assets.
(ii) in case of a body corporate, has net worth of at least fifty crore rupees;
(iii) in case of a trust other than family trust, has net worth of at least fifty crore rupees;
(iv) in case of a partnership firm set up under the Indian Partnership Act, 1932, each
partner independently meets the eligibility criteria for accreditation:
Provided that the Central Government and the State Governments, developmental
agencies set up under the aegis of the Central Government or the State Governments,
funds set up by the Central Government or the State Governments, qualified
institutional buyers as defined under the Securities and Exchange Board of India
(Issue of Capital and Disclosure Requirements) Regulations, 2018, Category I
foreign portfolio investors, sovereign wealth funds and multilateral agencies and any
other entity as may be specified by the Board from time to time, shall deemed to be
an accredited investor and may not be required to obtain a certificate of accreditation.
4. “Advisory Services” means advising on the portfolio approach, investment and divestment
of individual Securities in the Client’s Portfolio, entirely at the Client’s risk, in terms of the
Regulations and the Agreement.
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5. “Agreement” or “Portfolio Management Services Agreement” or “PMS Agreement”
means agreement executed between the Portfolio Manager and its Client for providing
portfolio management services and shall include all schedules and annexures attached
thereto and any amendments made to this agreement by the parties in writing, in terms of
Regulation 22 and Schedule IV of the Regulations.
6. “Applicable Law/s” means any applicable statute, law, ordinance, regulation, rule, order,
bye-law, administrative interpretation, writ, injunction, directive, judgment or decree or
other instrument including the Regulations which has a force of law, as is in force from time
to time.
7. “Assets Under Management” or “AUM” means aggregate net asset value of the Portfolio
managed by the Portfolio Manager on behalf of the Clients.
8. “Associate” means (i) a body corporate in which a director or partner of the Portfolio
Manager holds either individually or collectively, more than twenty percent of its paid-up
equity share capital or partnership interest, as the case may be; or (ii) a body corporate
which holds, either individually or collectively, more than twenty percent of the paid-up
equity share capital or partnership interest, as the case may be of the Portfolio Manager.
9. “Benchmark” means an index selected by the Portfolio Manager in accordance with the
Regulations, in respect of each Investment Approach to enable the Clients to evaluate the
relative performance of the Portfolio Manager.
10. “Board” or “SEBI” means the Securities and Exchange Board of India established under
section 3 of the Securities and Exchange Board of India Act, 1992.
11. “Business Day” means any day, which is not a Saturday, Sunday, or a day on which the
banks or stock exchanges in India are authorized or required by Applicable Laws to remain
closed or such other events as the Portfolio Manager may specify from time to time.
12. “Client(s)” / “Investor(s)” means any person who enters into an Agreement with the
Portfolio Manager for availing the services of portfolio management as provided by the
Portfolio Manager.
13. “Custodian(s)” means an entity registered with the SEBI as a custodian under the
Applicable Laws and appointed by the Portfolio Manager, from time to time, primarily for
custody of Securities of the Client.
14. “Depository” means the depository as defined in the Depositories Act, 1996 (22 of 1996).
15. “Depository Account” means an account of the Client or for the Client with an entity
registered as a depository participant under the SEBI (Depositories and Participants)
Regulations, 1996.
16. “Direct on-boarding” means an option provided to clients to be on-boarded directly with
the Portfolio Manager without intermediation of persons engaged in distribution services.
17. “Disclosure Document” or “Document” means the disclosure document for offering
portfolio management services prepared in accordance with the Regulations.
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18. “Distributor” means a person/entity who may refer a Client to avail services of Portfolio
Manager in lieu of commission/charges (whether known as channel partners, agents,
referral interfaces or by any other name).
19. “Eligible Investors” means a Person who: (i) complies with the Applicable Laws, and (ii)
is willing to execute necessary documentation as stipulated by the Portfolio Manager.
20. “Fair Market Value” means the price that the Security would ordinarily fetch on sale in
the open market on the particular date.
21. “Foreign Portfolio Investors” or “FPI” means a person registered with SEBI as a foreign
portfolio investor under the Securities and Exchange Board of India (Foreign Portfolio
Investors) Regulations, 2019 as amended from time to time.
22. “Financial Year” means the year starting from April 1 and ending on March 31 in the
following year.
23. “Funds” or “Capital Contribution” means the monies managed by the Portfolio Manager
on behalf of the Client pursuant to the Agreement and includes the monies mentioned in the
account opening form, any further monies placed by the Client with the Portfolio Manager
for being managed pursuant to the Agreement, the proceeds of sale or other realization of
the portfolio and interest, dividend or other monies arising from the assets, so long as the
same is managed by the Portfolio Manager.
24. “Group Company” shall mean an entity which is a holding, subsidiary, associate,
subsidiary of a holding company to which it is also a subsidiary.i
25. “HUF” means the Hindu Undivided Family as defined in Section 2(31) of the IT Act.
26. “Investment Approach” is a broad outlay of the type of Securities and permissible
instruments to be invested in by the Portfolio Manager for the Client, taking into account
factors specific to Clients and Securities and includes any of the current Investment
Approach or such Investment Approach that may be introduced at any time in future by the
Portfolio Manager.
27. “IT Act” means the Income Tax Act, 1961, as amended and restated from time to time
along with the rules prescribed thereunder.
28. “Large Value Accredited Investor” means an Accredited Investor who has entered into
an Agreement with the Portfolio Manager for a minimum investment amount of ten crore
rupees.
29. “Non-resident Investors” or “NRI(s)” shall mean non-resident Indian as defined in Section
2 (30) of the IT Act.
30. “NAV” shall mean Net Asset Value, which is the price; that the investment would ordinarily
fetch on sale in the open market on the relevant date, less any receivables and fees due.
31. “NISM” means the National Institute of Securities Markets, established by the Board.
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32. “Person” includes an individual, a HUF, a corporation, a partnership (whether limited or
unlimited), a limited liability company, a body of individuals, an association, a
proprietorship, a trust, an institutional investor and any other entity or organization whether
incorporated or not, whether Indian or foreign, including a government or an agency or
instrumentality thereof.
33. “Portfolio” means the total holdings of all investments, Securities and Funds belonging to
the Client.
34. “Portfolio Manager” means [Name of the Portfolio Manager], [a company / limited
liability partnership] incorporated under [the Companies Act, [2013/1956] / the Limited
Liability Partnership Act, 2008], registered with SEBI as a portfolio manager bearing
registration number ________________ and having its registered office at
__________________________________.
35. “Principal Officer” means an employee of the Portfolio Manager who has been designated
as such by the Portfolio Manager and is responsible for:
(i) the decisions made by the Portfolio Manager for the management or administration
of Portfolio of Securities or the Funds of the Client, as the case may be; and
(ii) all other operations of the Portfolio Manager
36. “Regulations” or “SEBI Regulations” means the Securities and Exchange Board of India
(Portfolio Managers) Regulations, 2020, as amended/modified and reinstated from time to
time and including the circulars/notifications issued pursuant thereto.
37. “Related Party” means –
(i) a director, partner or his relative;
(ii) a key managerial personnel or his relative;
(iii) a firm, in which a director, partner, manager or his relative is a partner;
(iv) a private company in which a director, partner or manager or his relative is a member
or director;
(v) a public company in which a director, partner or manager is a director or holds along
with his relatives, more than two per cent. of its paid-up share capital;
(vi) any body corporate whose board of directors, managing director or manager is
accustomed to act in accordance with the advice, directions or instructions of a
director, partner or manager;
(vii) any person on whose advice, directions or instructions a director, partner or manager
is accustomed to act:
Provided that nothing in sub-clauses (vi) and (vii) shall apply to the advice, directions or
instructions given in a professional capacity;
(viii) any body corporate which is— (A) a holding, subsidiary or an associate company of
the Portfolio Manager; or (B) a subsidiary of a holding company to which the
Portfolio Manager is also a subsidiary; (C) an investing company or the venturer of
the Portfolio Manager― The investing company or the venturer of the Portfolio
Manager means a body corporate whose investment in the Portfolio Manager would
result in the Portfolio Manager becoming an associate of the body corporate;
(ix) a related party as defined under the applicable accounting standards;
(x) such other person as may be specified by the Board:
Provided that,
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(a) any person or entity forming a part of the promoter or promoter group of the
listed entity; or
(b) any person or any entity, holding equity shares:
(i) of twenty per cent or more; or
(ii) of ten per cent or more, with effect from April 1, 2023; in the listed
entity either directly or on a beneficial interest basis as provided under
section 89 of the Companies Act, 2013, at any time, during the
immediate preceding Financial Year; shall be deemed to be a related
party;
38. “Securities” means security as defined in Section 2(h) of the Securities Contract
(Regulation) Act, 1956, provided that securities shall not include any securities which the
Portfolio Manager is prohibited from investing in or advising on under the Regulations or
any other law for the time being in force.
3. Description
(i) History, Present Business and Background of the portfolio manager.
(ii) Promoters of the portfolio manager, directors and their background.
(iii) Top 10 Group companies/firms of the portfolio manager on turnover. basis (latest audited
financial statements may be used for this purpose)
(iv) Details of the services being offered: Discretionary/ Non-discretionary / Advisory.
4. Penalties, pending litigation or proceedings, findings of inspection or investigation
for which action may have been taken or initiated by any regulatory authority.
(i) All cases of penalties imposed by the Board or the directions issued by the Board under
the Act or rules or regulations made thereunder.
(ii) The nature of the penalty/direction.
(iii) Penalties/fines imposed for any economic offence and/ or for violation of any securities
laws.
(iv) Any pending material litigation/legal proceedings against the portfolio manager/key
personnel with separate disclosure regarding pending criminal cases, if any.
(v) Any deficiency in the systems and operations of the portfolio manager observed by the
Board or any regulatory agency.
(vi) Any enquiry/ adjudication proceedings initiated by the Board against the portfolio
manager or its directors, principal officer or employee or any person directly or indirectly
connected with the portfolio manager or its directors, principal officer or employee, under
the Act or rules or regulations made thereunder.
5. Services Offered
(i) The present investment objectives and policies including the types of securities in which
it generally invests shall be clearly and concisely stated in the document for easy
understanding of the potential investor.
(ii) Investment Approaches of the Portfolio Manager
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(iii) The policies for investments in associates/group companies of the portfolio manager and
the maximum percentage of such investments therein subject to the applicable
laws/regulations/ guidelines.
6. Risk factors
A. General Risks Factors
(1) Investment in Securities, whether on the basis of fundamental or technical analysis or
otherwise, is subject to market risks which include price fluctuations, impact cost, basis risk
etc.
(2) The Portfolio Manager does not assure that the objectives of any of the Investment
Approach will be achieved and investors are not being offered any guaranteed returns. The
investments may not be suitable to all the investors.
(3) [Past performance of the Portfolio Manager does not indicate the future performance of the
same or any other Investment Approach in future or any other future Investment Approach
of the Portfolio Manager. [OR] The Portfolio Manager has no previous experience/track
record in the field of portfolio management services. However, the Principal Officer,
directors and other key management personnel of the Portfolio Manager have rich
individual experience.]
(4) The names of the Investment Approach do not in any manner indicate their prospects or
returns.
(5) Appreciation in any of the Investment Approach can be restricted in the event of a high
asset allocation to cash, when stock appreciates. The performance of any Investment
Approach may also be affected due to any other asset allocation factors.
(6) When investments are restricted to a particular or few sector(s) under any Investment
Approach; there arises a risk called non-diversification or concentration risk. If the
sector(s), for any reason, fails to perform, the Portfolio value will be adversely affected.
(7) Each Portfolio will be exposed to various risks depending on the investment objective,
Investment Approach and the asset allocation. The investment objective, Investment
Approach and the asset allocation may differ from Client to Client. However, generally,
highly concentrated Portfolios with lesser number of stocks will be more volatile than a
Portfolio with a larger number of stocks.
(8) The values of the Portfolio may be affected by changes in the general market conditions
and factors and forces affecting the capital markets, in particular, level of interest rates,
various market related factors, trading volumes, settlement periods, transfer procedures,
currency exchange rates, foreign investments, changes in government policies, taxation,
political, economic and other developments, closure of stock exchanges, etc.
(9) The Portfolio Manager shall act in fiduciary capacity in relation to the Client’s Funds and
shall endeavour to mitigate any potential conflict of interest that could arise while dealing
in a manner which is not detrimental to the Client.
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B. Risk associated with equity and equity related instruments
(10) Equity and equity related instruments by nature are volatile and prone to price fluctuations
on a daily basis due to macro and micro economic factors. The value of equity and equity
related instruments may fluctuate due to factors affecting the securities markets such as
volume and volatility in the capital markets, interest rates, currency exchange rates, changes
in law/policies of the government, taxation laws, political, economic or other developments,
which may have an adverse impact on individual Securities, a specific sector or all sectors.
Consequently, the value of the Client’s Portfolio may be adversely affected.
(11) Equity and equity related instruments listed on the stock exchange carry lower liquidity
risk, however the Portfolio Manager’s ability to sell these investments is limited by the
overall trading volume on the stock exchanges. In certain cases, settlement periods may be
extended significantly by unforeseen circumstances. The inability of the Portfolio Manager
to make intended Securities purchases due to settlement problems could cause the Client to
miss certain investment opportunities. Similarly, the inability to sell Securities held in the
Portfolio may result, at times, in potential losses to the Portfolio, should there be a
subsequent decline in the value of Securities held in the Client's Portfolio.
(12) Risk may also arise due to an inherent nature/risk in the stock markets such as, volatility,
market scams, circular trading, price rigging, liquidity changes, de-listing of Securities or
market closure, relatively small number of scrip’s accounting for a large proportion of
trading volume among others.
C. Risk associated with debt and money market securities
(13) Interest Rate Risk
Fixed income and money market Securities run interest-rate risk. Generally, when interest
rates rise, prices of existing fixed income Securities fall and when interest rate falls, the
prices increase. In case of floating rate Securities, an additional risk could arise because of
the changes in the spreads of floating rate Securities. With the increase in the spread of
floating rate Securities, the price can fall and with decrease in spread of floating rate
Securities, the prices can rise.
(14) Liquidity or Marketability Risk
The ability of the Portfolio Manager to execute sale/purchase order is dependent on the
liquidity or marketability. The primary measure of liquidity risk is the spread between the
bid price and the offer price quoted by a dealer. The Securities that are listed on the stock
exchange carry lower liquidity risk, but the ability to sell these Securities is limited by the
overall trading volumes. Further, different segments of Indian financial markets have
different settlement cycles and may be extended significantly by unforeseen circumstances.
(15) Credit Risk
Credit risk or default risk refers to the risk that an issuer of a fixed income security may
default (i.e., will be unable to make timely principal and interest payments on the security).
Because of this risk corporate debentures are sold at a higher yield above those offered on
government Securities which are sovereign obligations and free of credit risk. Normally,
the value of a fixed income security will fluctuate depending upon the changes in the
perceived level of credit risk as well as any actual event of default. The greater the credit
risk, the greater the yield required for someone to be compensated for the increased risk.
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(16) Reinvestment Risk
This refers to the interest rate risk at which the intermediate cash flows received from the
Securities in the Portfolio including maturity proceeds are reinvested. Investments in fixed
income Securities may carry re-investment risk as interest rates prevailing on the interest or
maturity due dates may differ from the original coupon of the debt security. Consequently,
the proceeds may get invested at a lower rate.
D. Risk associated with derivatives instruments
(17) The use of derivative requires an understanding not only of the underlying instrument but
of the derivative itself. Derivative products are leveraged instruments and can provide
disproportionate gains as well as disproportionate losses to the investor. Execution of such
strategies depends upon the ability of the Portfolio Manager to identify such opportunities.
Identification and execution of the strategies to be pursued by the Portfolio Manager involve
uncertainty and decision of Portfolio Manager may not always be profitable. No assurance
can be given that the Portfolio Manager will be able to identify or execute such strategies.
(18) Derivative products are specialized instruments that require investment techniques and risk
analysis different from those associated with stocks and bonds. Derivatives require the
maintenance of adequate controls to monitor the transactions entered into, the ability to
assess the risk that a derivative adds to the portfolio and the ability to forecast price of
interest rate movements correctly. The risks associated with the use of derivatives are
different from or possibly greater than, the risks associated with investing directly in
securities and other traditional investments. Other risks include settlement risk, risk of
mispricing or improper valuation and the inability of the derivative to correlate perfectly
with underlying assets, rates and indices, illiquidity risk whereby the Portfolio Manager
may not be able to sell or purchase derivative quickly enough at a fair price.
E. Risk associated with investments in mutual fund schemes
(19) Mutual funds and securities investments are subject to market risks and there is no assurance
or guarantee that the objectives of the schemes will be achieved. The various factors which
impact the value of the scheme’s investments include, but are not limited to, fluctuations in
markets, interest rates, prevailing political and economic environment, changes in
government policy, tax laws in various countries, liquidity of the underlying instruments,
settlement periods, trading volumes, etc.
(20) As with any securities investment, the NAV of the units issued under the schemes can go
up or down, depending on the factors and forces affecting the capital markets.
(21) Past performance of the sponsors, asset management company (AMC)/fund does not
indicate the future performance of the schemes of the fund.
(22) The Portfolio Manager shall not be responsible for liquidity of the scheme’s investments
which at times, be restricted by trading volumes and settlement periods. The time taken by
the scheme for redemption of units may be significant in the event of an inordinately large
number of redemption requests or of a restructuring of the schemes.
(23) The Portfolio Manager shall not responsible, if the AMC/ fund does not comply with the
provisions of SEBI (Mutual Funds) Regulations, 1996 or any other circular or acts as
amended from time to time. The Portfolio Manager shall also not be liable for any changes
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in the offer document(s)/scheme information document(s) of the scheme(s), which may
vary substantially depending on the market risks, general economic and political conditions
in India and other countries globally, the monitory and interest policies, inflation, deflation,
unanticipated turbulence in interest rates, foreign exchange rates, equity prices or other rates
or prices, the performance of the financial markets in India and globally.
(24) The Portfolio Manager shall not be liable for any default, negligence, lapse error or fraud
on the part of the AMC/the fund.
(25) While it would be the endeavor of the Portfolio Manager to invest in the schemes in a
manner, which will seek to maximize returns, the performance of the underlying schemes
may vary which may lead to the returns of this portfolio being adversely impacted.
(26) The scheme specific risk factors of each of the underlying schemes become applicable
where the Portfolio Manager invests in any underlying scheme. Investors who intend to
invest in this portfolio are required to and are deemed to have read and understood the risk
factors of the underlying schemes.
F. Risk arising out of Non-diversification
(27) The investment according to investment objective of a Portfolio may result in concentration
of investments in a specific security / sector/ issuer, which may expose the Portfolio to risk
arising out of non-diversification. Further, the portfolio with investment objective to invest
in a specific sector / industry would be exposed to risk associated with such sector / industry
and its performance will be dependent on performance of such sector / industry. Similarly,
the portfolios with investment objective to have larger exposure to certain market
capitalization buckets, would be exposed to risk associated with underperformance of those
relevant market capitalization buckets. Moreover, from the style orientation perspective,
concentrated exposure to value or growth stocks based on the requirement of the
mandate/strategy may also result in risk associated with this factor.
G. Risk arising out of investment in Associate and Related Party transactions
(28) All transactions of purchase and sale of securities by portfolio manager and its employees
who are directly involved in investment operations shall be disclosed if found having
conflict of interest with the transactions in any of the client’s portfolio.
(29) The Portfolio Manager may utilize the services of its group companies or associates for
managing the portfolios of the client. In such scenarios, the Portfolio Manager shall
endeavor to mitigate any potential conflict of interest that could arise while dealing with
such group companies/associates by ensuring that such dealings are at arm’s length basis.
(30) The Portfolios may invest in its Associates/ Related Parties relating to portfolio
management services and thus conflict of interest may arise while investing in securities of
the Associates/Related Parties of the Portfolio Manager. Portfolio Manager shall ensure that
such transactions shall be purely on arms’ length basis and to the extent and limits permitted
under the Regulations. Accordingly, all market risk and investment risk as applicable to
securities may also be applicable while investing in securities of the Associates/Related
Parties of the Portfolio Manager.
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7. Nature of expenses
(i) Investment management and advisory fees.
(ii) Custodian fee.
(iii) Registrar and transfer agent fee.
(iv) Brokerage and transaction cost.
A brief explanation shall be given to assist the investor in understanding the
various costs and expenses that an investor may have to bear directly or
indirectly. Additionally, appropriate cross-references may be given to the
relevant sections of the offer document for more complete description in this
regard.
8. Taxation
A. General
The following information is based on the tax laws in force in India as of the date of this Disclosure
Document and reflects the Portfolio Manager’s understanding of applicable provisions. The tax
implications for each Client may vary significantly based on residential status and individual
circumstances. As the information provided is generic in nature, Clients are advised to seek
guidance from their own tax advisors or consultants regarding the tax treatment of their income,
losses, and expenses related to investments in the portfolio management services. The Client is
responsible for meeting advance tax obligations as per applicable laws.
B. Tax deducted at source
In the case of resident clients, the income arising by way of dividend, interest on securities, income
from units of mutual fund, etc. from investments made in India are subject to the provisions of tax
deduction at source (TDS). Residents without Permanent Account Number (PAN) are subjected
to a higher rate of TDS.
In the case of non-residents, any income received or accrues or arises; or deemed to be received
or accrue or arise to him in India is subject to the provisions of tax deduction at source under the
IT Act. The authorized dealer is obliged and responsible to make sure that all such relevant
compliances are made while making any payment or remittances from India to such non-residents.
Also, if any tax is required to be withheld on account of any future legislation, the Portfolio
Manager shall be obliged to act in accordance with the regulatory requirements in this regard.
Non-residents without PAN or tax residency certificate (TRC) of the country of his residence are
currently subjected to a higher rate of TDS.
The Finance Act, 2021 introduced a special provision to levy higher rate for TDS for the residents
who are not filing income-tax return in time for previous two years and aggregate of TDS is INR
50,000 or more in each of these two previous years. This provision of higher TDS is not applicable
to a non-resident who does not have a permanent establishment in India and to a resident who is
not required to furnish the return of income.
C. Long term capital gains
Where investment under portfolio management services is treated as investment, the gain or loss
from transfer of Securities shall be taxed as capital gains under section 45 of the IT Act.
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Period of Holding
The details of period of holding for different capital assets for the purpose of determining long
term or short term capital gains are explained hereunder:
Securities Position upto Position on or Characterization
22 July 2024 after 23 July
Period of 2024 Period of
Holding Holding
Listed Securities (other than unit) More than More than Long-term capital
and unit of equity oriented mutual twelve (12) twelve (12) asset
funds, unit of UTI, zero coupon months months
bonds Twelve (12) Twelve (12) Short-term capital
months or less months or less asset
Unlisted shares of a company More than More than Long-term capital
twenty-four twenty-four (24) asset
(24) months months
Twenty-four Twenty-four Short-term capital
(24) or less (24) or less asset
Other Securities (other than More than More than Long-term capital
Specified Mutual Fund or Market Thirty-six (36) twenty-four (24) asset
Linked Debenture acquired on or months months
after 1 April 2023; or unlisted bond Thirty-six (36) Twenty-four Short-term capital
or unlisted debenture) months or less (24) or less asset
Specified Mutual Fund or Market Any period Any period Short-term capital
Linked Debenture acquired on or asset
after 1 April 2023
Unlisted bond or unlisted debenture More than 36 Long-term capital
months asset
36 months or Any period Short-term capital
less asset
 Definition of Specified Mutual Fund:
Before 1st April 2025:
“Specified Mutual Fund” means a Mutual Fund by whatever name called, where not more
than thirty-five per cent of its total proceeds is invested in the equity shares of domestic
companies.
On and after 1st April 2025:
“Specified Mutual Fund” means, ––
(a) a Mutual Fund by whatever name called, which invests more than sixty-five per cent.
of its total proceeds in debt and money market instruments; or
(b) a fund which invests sixty-five per cent. or more of its total proceeds in units of a fund
referred to in sub-clause (a).
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 Definition of debt and money market instruments:
“debt and money market instruments” shall include any securities, by whatever name
called, classified or regulated as debt and money market instruments by the Securities and
Exchange Board of India.
 Definition of Market Linked Debenture:
“Market Linked Debenture” means a security by whatever name called, which has an
underlying principal component in the form of a debt security and where the returns are
linked to the market returns on other underlying securities or indices, and includes any
security classified or regulated as a market linked debenture by SEBI.
 For listed equity shares in a domestic company or units of equity oriented fund or
business trust
The Finance Act 2018 changed the method of taxation of long-term capital gains from
transfer of listed equity shares and units of equity oriented fund or business trust.
As per section 112A of the IT Act, long term capital gains exceeding INR 1 lakh arising on
transfer of listed equity shares in a company or units of equity oriented fund or units of a
business trust is taxable at 10% , provided such transfer is chargeable to STT. This
exemption limit has been increased from INR 1 lakh to INR 1.25 lakh and tax rate has been
increased from 10% to 12.5% with effect from 23 July 2024. Further, to avail such
concessional rate of tax, STT should also have been paid on acquisition of listed equity
shares, unless the listed equity shares have been acquired through any of the notified modes
not requiring to fulfil the pre-condition of chargeability to STT.
Long term capital gains arising on transaction undertaken on a recognized stock exchange
located in any International Financial Services Centre and consideration is paid or payable
in foreign currency, where STT is not chargeable, is also taxed at a rate of 10%. This benefit
is available to all assessees. This tax rate is increased from 10% to 12.5%.
The long term capital gains arising from the transfer of such Securities shall be calculated
without indexation. In computing long term capital gains, the cost of acquisition (COA) is
an item of deduction from the sale consideration of the shares. To provide relief on gains
already accrued upto 31 January 2018, a mechanism has been provided to “step up” the
COA of Securities. Under this mechanism, COA is substituted with FMV, where sale
consideration is higher than the FMV. Where sale value is higher than the COA but not
higher than the FMV, the sale value is deemed as the COA.
Specifically in case of long term capital gains arising on sale of shares or units acquired
originally as unlisted shares/units upto 31 January 2018, COA is substituted with the
“indexed COA” (instead of FMV) where sale consideration is higher than the indexed COA.
Where sale value is higher than the COA but not higher than the indexed COA, the sale
value is deemed as the COA. This benefit is available only in the case where the shares or
units, not listed on a recognised stock exchange as on the 31 January 2018, or which became
the property of the assessee in consideration of share which is not listed on such exchange
as on the 31 January 2018 by way of transaction not regarded as transfer under section 47
(e.g. amalgamation, demerger), but listed on such exchange subsequent to the date of
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transfer, where such transfer is in respect of sale of unlisted equity shares under an offer for
sale to the public included in an initial public offer.
The CBDT has clarified that 10% withholding tax will be applicable only on dividend
income distributed by mutual funds and not on gain arising out of redemption of units.
No deduction under Chapter VI-A or rebated under Section 87A will be allowed from the
above long term capital gains.
 For other capital assets (securities and units) in the hands of resident of India
Long-term capital gains in respect of capital asset (all securities and units other than listed
shares and units of equity oriented mutual funds and business trust) is chargeable to tax at
the rate of 20% plus applicable surcharge and education cess, as applicable. The capital
gains are computed after taking into account cost of acquisition as adjusted by cost inflation
index notified by the Central Government and expenditure incurred wholly and exclusively
in connection with such transfer. This tax rate is reduced from 20% to 12.5%; but no
indexation benefit will be available with effect from 23 July 2024.
As per Finance Act, 2017, the base year for indexation purpose has been shifted from 1981
to 2001 to calculate the cost of acquisition or to take Fair Market Value of the asset as on
that date. Further, it provides that cost of acquisition of an asset acquired before 1 April
2001 shall be allowed to be taken as Fair Market Value as on 1 April 2001.
 For capital assets in the hands of Foreign Portfolio Investors (FPIs)
Long term capital gains, arising on sale of debt Securities, debt oriented units (other than
units purchased in foreign currency and capital gains arising from transfer of such units by
offshore funds referred to in section 115AB) are taxable at the rate of 10% under Section
115AD of the IT Act. This tax rate has been increased from 10% to 12.5% with effect from
23 July 2024.Such gains would be calculated without considering benefit of (i) indexation
for the COA and (ii) determination for capital gain/loss in foreign currency and
reconversion of such gain/loss into the Indian currency.
Long term capital gains, arising on sale of listed shares in the company or units of equity
oriented funds or units of business trust and subject to conditions relating to payment of
STT, are taxable at 10% as mentioned in para 12.10.2 above. This tax rate has been
increased from 10% to 12.5% with effect from 23 July 2024.
 For other capital asset in the hands of non-resident Indians
Under section 115E of the IT Act, any income from investment or income from long-term
capital gains of an asset other than specified asset as defined in Section 115C (specified
assets include shares of Indian company, debentures and deposits in an Indian company
which is not a private company and Securities issued by Central Government or such other
Securities as notified by Central Government) is chargeable at the rate of 20%. Income by
way long-term capital gains of the specified asset is, however, chargeable at the rate of 10%
plus applicable surcharge and cess (without benefit of indexation and foreign currency
fluctuation). This tax rate has been increased from 10% to 12.5% with effect from 23 July
2024.
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D. Short term capital gains
Section 111A of the IT Act provides that short-term capital gains arising on sale of listed equity
shares of a company or units of equity oriented fund or units of a business trust are chargeable to
income tax at a concessional rate of 15% plus applicable surcharge and cess, provided such
transactions are entered on a recognized stock exchange and are chargeable to Securities
Transaction Tax (STT). This tax rate has been increased from 15% to 20% with effect from 23
July 2024. However, the above shall not be applicable to transaction undertaken on a recognized
stock exchange located in any International Financial Services Centre and where the consideration
for such transaction is paid or payable in foreign currency. Further, Section 48 provides that no
deduction shall be allowed in respect of STT paid for the purpose of computing Capital Gains.
Short term capital gains in respect of other capital assets (other than listed equity shares of a
company or units of equity oriented fund or units of a business trust) are chargeable to tax as per
the relevant slab rates or fixed rate, as the case may be.
The Specified Mutual Funds or Market Linked Debentures acquired on or after 1 April 2023 will
be treated as short term capital asset irrespective of period of holding as per Section 50AA of the
IT Act. The unlisted bonds and unlisted debentures have been brought within the ambit of Section
50AA of the IT Act with effect from 23 July 2024.
E. Profits and gains of business or profession
If the Securities under the portfolio management services are regarded as business/trading asset,
then any gain/loss arising from sale of such Securities would be taxed under the head “Profits and
Gains of Business or Profession” under section 28 of the IT Act. The gain/ loss is to be computed
under the head “Profits and Gains of Business or Profession” after allowing normal business
expenses (inclusive of the expenses incurred on transfer) according to the provisions of the IT Act.
Interest income arising on Securities could be characterized as ‘Income from other sources’ or
‘business income’ depending on facts of the case. Any expenses incurred to earn such interest
income should be available as deduction, subject to the provisions of the IT Act.
F. Losses under the head capital gains/business income
In terms of section 70 read with section 74 of the IT Act, short term capital loss arising during a
year can be set-off against short term as well as long term capital gains. Balance loss, if any, shall
be carried forward and set-off against any capital gains arising during the subsequent 8 assessment
years. A long-term capital loss arising during a year is allowed to be set-off only against long term
capital gains. Balance loss, if any, shall be carried forward and set-off against long term capital
gains arising during the subsequent 8 assessment years.
Business loss is allowed to be carried forward for 8 assessment years and the same can be set off
against any business income.
G. General Anti Avoidance Rules (GAAR)
GAAR may be invoked by the Indian income-tax authorities in case arrangements are found to be
impermissible avoidance arrangements. A transaction can be declared as an impermissible
avoidance arrangement, if the main purpose of the arrangement is to obtain a tax benefit and which
satisfies one of the 4 (four) below mentioned tainted elements:
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 The arrangement creates rights or obligations which are ordinarily not created between
parties dealing at arm's length;
 It results in directly / indirectly misuse or abuse of the IT Act;
 It lacks commercial substance or is deemed to lack commercial substance in whole or in
part; or
 It is entered into, or carried out, by means, or in a manner, which is not normally employed
for bona fide purposes.
In such cases, the tax authorities are empowered to reallocate the income from such arrangement,
or recharacterize or disregard the arrangement. Some of the illustrative powers are:
 Disregarding or combining or recharacterising any step in, or a part or whole of the
arrangement;
 Ignoring the arrangement for the purpose of taxation law;
 Relocating place of residence of a party, or location of a transaction or situation of an asset
to a place other than provided in the arrangement;
 Looking through the arrangement by disregarding any corporate structure; or
 Recharacterising equity into debt, capital into revenue, etc.
The GAAR provisions would override the provisions of a treaty in cases where GAAR is invoked.
The necessary procedures for application of GAAR and conditions under which it should not
apply, have been enumerated in Rules 10U to 10UC of the Income-tax Rules, 1962. The Income-
tax Rules, 1962 provide that GAAR should not be invoked unless the tax benefit in the relevant
year does not exceed INR 3 crores.
On 27 January 2017, the CBDT has issued clarifications on implementation of GAAR provisions
in response to various queries received from the stakeholders and industry associations. Some of
the important clarifications issued are as under:
 Where tax avoidance is sufficiently addressed by the Limitation of Benefit Clause (LOB)
in a tax treaty, GAAR should not be invoked.
 GAAR should not be invoked merely on the ground that the entity is located in a tax
efficient jurisdiction.
 GAAR is with respect to an arrangement or part of the arrangement and limit of INR 3
crores cannot be read in respect of a single taxpayer only.
H. FATCA Guidelines
According to the Inter-Governmental Agreement read with the Foreign Account Tax Compliance
Act (FATCA) provisions and the Common Reporting Standards (CRS), foreign financial
institutions in India are required to report tax information about US account holders and other
account holders to the Indian Government. The Indian Government has enacted rules relating to
FATCA and CRS reporting in India. A statement is required to be provided online in Form 61B
for every calendar year by 31 May. The reporting financial institution is expected to maintain and
report the following information with respect to each reportable account:
(a) the name, address, taxpayer identification number and date and place of birth;
(b) where an entity has one or more controlling persons that are reportable persons:
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(i) the name and address of the entity, TIN assigned to the entity by the country of its
residence; and
(ii) the name, address, date of birth, place of birth of each such controlling person and
TIN assigned to such controlling person by the country of his residence.
(c) account number (or functional equivalent in the absence of an account number);
(d) account balance or value (including, in the case of a cash value insurance contract or annuity
contract, the cash value or surrender value) at the end of the relevant calendar year; and
(e) the total gross amount paid or credited to the account holder with respect to the account
during the relevant calendar year.
Further, it also provides for specific guidelines for conducting due diligence of reportable
accounts, viz. US reportable accounts and other reportable accounts (i.e. under CRS).
I. Goods and Services Tax on services provided by the portfolio manager
Goods and Services Tax (GST) will be applicable on services provided by the Portfolio Manager
to its Clients. Accordingly, GST at the rate of 18% would be levied on fees if any, payable towards
portfolio management fee.
9. Accounting policies
Following accounting policies are followed for the portfolio investments of the Client:
A. Client Accounting
(1) The Portfolio Manager shall maintain a separate Portfolio record in the name of the Client
in its book for accounting the assets of the Client and any receipt, income in connection
therewith as provided under Regulations. Proper books of accounts, records, and documents
shall be maintained to explain transactions and disclose the financial position of the Client’s
Portfolio at any time.
(2) The books of account of the Client shall be maintained on an historical cost basis.
(3) Transactions for purchase or sale of investments shall be recognised as of the trade date and
not as of the settlement date, so that the effect of all investments traded during a Financial
Year are recorded and reflected in the financial statements for that year.
(4) All expenses will be accounted on due or payment basis, whichever is earlier.
(5) The cost of investments acquired or purchased shall include brokerage, stamp charges and
any charges customarily included in the broker’s contract note. In respect of privately
placed debt instruments any front-end discount offered shall be reduced from the cost of the
investment. Sales are accounted based on proceeds net of brokerage, stamp duty, transaction
charges and exit loads in case of units of mutual fund. Securities transaction tax, demat
charges and Custodian fees on purchase/ sale transaction would be accounted as expense
on receipt of bills. Transaction fees on unsettled trades are accounted for as and when
debited by the Custodian.
(6) Tax deducted at source (TDS) shall be considered as withdrawal of portfolio and debited
accordingly.
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B. Recognition of portfolio investments and accrual of income
(7) In determining the holding cost of investments and the gains or loss on sale of investments,
the “first in first out” (FIFO) method will be followed.
(8) Unrealized gains/losses are the differences, between the current market value/NAV and the
historical cost of the Securities. For derivatives and futures and options, unrealized gains
and losses will be calculated by marking to market the open positions.
(9) Dividend on equity shares and interest on debt instruments shall be accounted on accrual
basis. Further, mutual fund dividend shall be accounted on receipt basis.
(10) Bonus shares/units to which the security/scrip in the portfolio becomes entitled will be
recognized only when the original share/scrip on which bonus entitlement accrues are
traded on the stock exchange on an ex-bonus basis.
(11) Similarly, right entitlements will be recognized only when the original shares/security on
which the right entitlement accrues is traded on the stock exchange on the ex-right basis.
(12) In respect of all interest-bearing Securities, income shall be accrued on a day-to-day basis
as it is earned.
(13) Where investment transactions take place outside the stock exchange, for example,
acquisitions through private placement or purchases or sales through private treaty, the
transactions shall be recorded, in the event of a purchase, as of the date on which the scheme
obtains an enforceable obligation to pay the price or, in the event of a sale, when the scheme
obtains an enforceable right to collect the proceeds of sale or an enforceable obligation to
deliver the instruments sold.
C. Valuation of portfolio investments
(14) Investments in listed equity shall be valued at the last quoted closing price on the stock
exchange. When the Securities are traded on more than one recognised stock exchange, the
Securities shall be valued at the last quoted closing price on the stock exchange where the
security is principally traded. It would be left to the portfolio manager to select the
appropriate stock exchange, but the reasons for the selection should be recorded in writing.
There should, however, be no objection for all scrips being valued at the prices quoted on
the stock exchange where a majority in value of the investments are principally traded.
When on a particular valuation day, a security has not been traded on the selected stock
exchange, the value at which it is traded on another stock exchange may be used. When a
security is not traded on any stock exchange on a particular valuation day, the value at which
it was traded on the selected stock exchange or any other stock exchange, as the case may
be, on the earliest previous day may be used provided such date is not more than thirty days
prior to the valuation date.
(15) Investments in units of a mutual fund are valued at NAV of the relevant scheme. Provided
investments in mutual funds shall be through direct plans only.
(16) Debt Securities and money market Securities shall be valued as per the prices given by third
party valuation agencies or in accordance with guidelines prescribed by Association of
Portfolio Managers in India (APMI) from time to time.
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(17) Unlisted equities are valued at prices provided by independent valuer appointed by the
Portfolio Manager basis the International Private Equity and Venture Capital Valuation
(IPEV) Guidelines on a semi-annual basis.
(18) In case of any other Securities, the same are valued as per the standard valuation norms
applicable to the mutual funds.
The Investor may contact the customer services official of the Portfolio Manager for the purpose
of clarifying or elaborating on any of the above policy issues.
The Portfolio Manager may change the valuation policy for any particular type of security
consequent to any regulatory changes or change in the market practice followed for valuation of
similar Securities. However, such changes would be in conformity with the Regulations.
10. Investors services
(i) Name, address and telephone number of the investor relation officer who shall attend to
the investor queries and complaints.
(ii) Grievance redressal and dispute settlement mechanism.
11. Details of the diversification policy of the portfolio manager
The details of the diversification policy of the portfolio manager for the portfolio of the
clients.
Part-II- Dynamic Section
12. Client Representation
(i)
Category of clients No. of clients Funds managed (Rs. Discretionary /
Cr.) NonDiscretionary (if
available)
Associates / group
companies (Last 3
years)
Others (last 3 years )
Total
(ii) Complete disclosure in respect of transactions with related parties as per the standards
specified by the Institute of Chartered Accountants of India.
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13. Financial Performance
The Financial Performance of the portfolio manager based on audited financial statements
and in terms of procedure specified by the Board for assessing the performance.
14. Performance of Portfolio Manager
Portfolio Management performance of the portfolio manager for the last three years, and
in case of discretionary portfolio manager disclosure of performance indicators calculated
using ’Time Weighted Rate of Return’ method in terms of Regulation 22 of the SEBI
(Portfolio Managers) Regulations, 2020.
[Provided that this sub-clause shall not apply in case of the Co-investment Portfolio
Manager.]
15. Audit Observations
Audit observations of the preceding 3 years
16. Details of investments in the securities of related parties of the portfolio manager
The details of investment of client’s funds by the portfolio manager in the securities of its related
parties or associates.
Date:
Name and signature of at least two
Directors/ Designated Partners of Portfolio Manager
Place:
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