Insights
Notes from the desk.
Long-form writing from Nucleus partners. Fundraise mechanics, term sheets, M&A, valuations, risk and tax. Filter by service line, tag, or author; sort newest or oldest; or search the archive.
Latest: 26 May 2026
Sponsor commitment: structuring it so the GP has real skin in the game
SEBI requires the GP to commit capital alongside the LPs. The minimum is mechanical; the question is how the commitment is funded and where it sits. Get the structure wrong and the skin-in-the-game signal disappears.
SEBI compliance reports: the monthly and quarterly cadence
An AIF's regulatory life is a sequence of filings on a fixed calendar. Miss a monthly NAV deadline and the SEBI portal flags it. Miss enough of them and the examination team starts asking questions. The cadence is straightforward; the failure modes are not.
Tax pass-through for AIFs: getting it right at the GP level
Pass-through is the headline benefit of Cat I and Cat II AIFs. The fund-level mechanics are well understood. The GP-level traps — management fee taxation, carry treatment, GST on fee — are where first-time GPs lose money they could have kept.
Subscription agreement deep-dive: clauses that bite GPs later
The subscription agreement is the LP's binding contract with the fund. Most of it is boilerplate. A handful of clauses can bite the GP three years into the fund — usually around default, tax pass-through, and representation accuracy. Get them right at signing.
Category I AIF social-impact lens: when ESG actually changes the IRR math
Social Impact Funds and Infrastructure Funds sit inside Category I and have a return profile that is real but lower than mainstream private equity. The interesting question is which ESG levers actually expand IRR, and which are pure narrative.
SEBI AIF Regulations: what changed in 2025, and what's coming in 2026
The AIF rulebook has moved more in the last eighteen months than in the five years before it. Monthly NAV is now table stakes, custodian appointment is now universal, and the 2026 amendment cycle is shaping up to be heavier than what we just absorbed.
Distribution waterfall: European vs American vs deal-by-deal
European waterfall is LP-friendly and slow for the GP. American waterfall is GP-friendly and risky for the LP. Most Indian AIFs sit somewhere in between, with modifications that matter more than the headline label.
NAV calculations for PE funds: the quarterly drill
Quarterly NAV for a PE fund is one of the few operational functions where the answer is genuinely judgmental. The methodology matters, the inputs matter, and the audit trail matters more than either.
Investment committee mechanics: voting rules that work at scale
Every fund has an investment committee. Most ICs work fine for the first five deals and break down somewhere around deal ten. The issues are usually structural — voting rules, composition, conflict protocols — set up at registration and never revisited.
Fund administration: in-house vs outsourced, when each makes sense
Fund administration is one of those operational decisions that looks straightforward until you actually try to run the function. The break-even between in-house and outsourced is around ₹500 crore corpus, but the right answer depends on more than fund size.
Side letters: which LP negotiations actually move the needle
Anchor LPs ask for side letters. Most of what they ask for is theatre. A few clauses are genuine concessions that change fund economics or governance. Knowing which is which saves time and keeps the LPA defensible.
Onboarding LPs: KYC and accreditation for first-time GPs
Onboarding a Limited Partner is not a form. It is a sequenced documentation exercise that touches SEBI rules, the Income Tax Act, FATCA/CRS, and the fund's own subscription documents. Get one step wrong and the LP cannot be invoiced.
GP-LP economics: management fee, carry, hurdle — the standard ladder
Fee, carry, hurdle, catch-up. Four numbers govern how money flows between the GP and the LPs over a ten-year fund. Get them wrong and either the GP starves or the LPs revolt. Get them right and they barely come up after first close.
Category I vs Category II AIF: the structural choice you cannot reverse
Founders launching an AIF treat the category selection as a formality. It is not. The category you register under shapes investment restrictions, tax allocation mechanics, GP economics, and the perimeter of what you can ever change about the fund.
Setting up a Category III AIF: the leverage-and-strategy tradeoffs
A Category III AIF gives you leverage and strategy flexibility no other AIF category offers. It also costs more to set up, more to run, and gives up the pass-through tax benefit. Whether the trade is worth it depends on the strategy.