Co-investment portfolio managers are generally subject, mutatis mutandis, to the Portfolio Managers Regulations, unless the context otherwise requires or application is repugnant to the co-investment framework. Specified provisions concerning Regulations 4, 6, 15, 16, 17, 19 and 27, together with identified sub-clauses of the Third Schedule, are excluded. The remaining provisions apply with necessary modifications.

Co-investment terms must not be more favourable to a co-investor than the corresponding investment terms of the Alternative Investment Fund. Exit terms, including exit timing, must be identical to those applicable to the fund, and early withdrawal is permitted only to the extent that the fund has exited the relevant investee company. All assets under management must be invested in unlisted securities of investee companies in which Category I or Category II Alternative Investment Funds managed by the same manager invest.

Eligible fund managers must provide agreed portfolio management or advisory services to eligible investment funds, make material disclosures, and segregate client funds, securities, books, and accounts. They must appoint a custodian for investments in India unless one has already been appointed, and keep fund monies with scheduled commercial banks unless no Indian securities investment is intended. They must also maintain required records, furnish monthly reports, and comply with anti-money-laundering requirements.

Eligible fund manager registration for a new corporate applicant requires fulfilment of tax-law conditions, compliance with Chapter II requirements unless otherwise specified, payment of First Schedule fees, and a Board-format declaration. An existing portfolio manager may act for an eligible investment fund only after meeting the same tax-law conditions, giving prior intimation to the Board, and submitting prescribed declarations.

Chapter III applies exclusively to eligible fund managers acting as portfolio managers for eligible investment funds investing in Indian or foreign securities. For funds investing in Indian securities, the regulations apply mutatis mutandis, subject to specified exclusions and consistency with Chapter III. For funds investing in foreign securities, applicability is limited to Chapters I, II and III and Regulation 16(2), subject to the same contextual qualification.

A portfolio manager intending to discontinue portfolio-management activity must apply to the Board for surrender of its certificate of registration. The surrender process must follow the manner and conditions specified by the Board, requiring formal compliance for relinquishing registration.

Continuance of registration for portfolio managers requires payment of the prescribed First Schedule fees within the three months preceding expiry of each three-year fee block. Failure to make that payment permits suspension of the registration certificate, requiring the portfolio manager immediately to cease portfolio management activity for the full duration of suspension.

Certificate of registration for a portfolio manager remains conditional on continuous compliance, prompt written disclosure of materially false, misleading or changed information, prescribed net worth maintenance, fit and proper status, and prior approval for a change in control. Investor grievances require adequate redressal within twenty-one calendar days and reporting of complaint particulars. Business activities must commence within three years after registration, subject to Board-specified conditions.

Portfolio manager registration certificate refusals require a reasonable opportunity of being heard, followed by communication of the refusal and reasons within thirty days. An applicant may seek reconsideration within thirty days of receiving the communication. The Board must reconsider the request and convey its decision in writing as soon as possible.

Portfolio manager registration requires corporate status, adequate operational infrastructure, designated principal and compliance officers, an additional employee, fit-and-proper status, and investor-interest assessment. Applicants must maintain the prescribed minimum net worth independently of other capital requirements and deploy a specified portion in unencumbered liquid assets. Principal officers require prescribed qualifications, valid NISM certification and relevant securities-market experience. Employees with fund-management decision-making authority must meet the principal officer's qualification, experience and certification standards.

Portfolio manager registration requires an application in the specified form with the prescribed non-refundable application fee. The Board may request further information or clarification, and incomplete applications may be rejected only after the applicant receives at least thirty calendar days to remove indicated objections. Upon satisfaction of the applicable requirements and payment of the prescribed registration fee within thirty calendar days of intimation, the Board may grant a certificate of registration, valid unless suspended or cancelled.

A portfolio manager is a body corporate that, under a client contract, advises, directs or undertakes management or administration of the client's securities, goods or funds. A discretionary portfolio manager may exercise complete investment discretion, while a non-discretionary portfolio manager acts according to client directions. The investment agreement governs the parties' rights, liabilities, obligations and authority, and the investment approach identifies permissible securities and instruments. A Co-investment Portfolio Manager is confined to specified alternative investment fund investors and related unlisted investments.

Portfolio-manager registration and related operational and general obligations are regulated under the Securities and Exchange Board of India (Portfolio Managers) Regulations, 2026. The framework covers registration, operational obligations, general obligations and responsibilities, and connected or incidental matters, and takes effect on April 1, 2027.

Non-compliance with the chapter or circulars issued under it empowers the Board to take appropriate action, including action under Chapter V, applicable provisions of the relevant Act, and other regulations issued by the Board. Supervisory bodies may also be directed to take appropriate action for the same violations.

Regulation 16P establishes advertisement reporting requirements for advertisements issued by regulated entities. Compliance applies in the manner and according to the requirements specified by the Board from time to time. The provision was inserted into the Securities and Exchange Board of India (Intermediaries) Regulations, 2008, and takes effect on the one hundred eightieth day following publication.

Electronic verification of documents under rule 26(1) may be completed through Aadhaar-based EVC, EVC generated through net-banking login on the common portal, or EVC generated on the common portal. Where authentication uses any of these methods, verification must be completed within two days after issuance of the relevant document. The framework is deemed effective from 23 June 2017.

Regulation 16O prohibits advertisements containing misleading content, testimonials, assumptions, projections, or assurances of guaranteed, risk-free, indicative or fixed returns. It also bars unfair comparisons, disparagement, misleading asset-class comparisons, exploitation of investor inexperience, unauthorised use of institutional imagery, and improper past-performance claims. Vague unsupported descriptions such as high yield, high rated or high returns, as well as indecent, legally prohibited or otherwise specified communications, are prohibited.

Regulation 16N permits advertising use only of ratings or rankings assigned by a Past Risk and Return Verification Agency. Advertisements must explain the ratings or rankings directly or provide website details enabling access to their meaning and methodology, and must state that they are only one factor in choosing a regulated entity's services. The ratings or rankings must originate from a study or survey covering all relevant market participants in the relevant category to ensure comparability and objectivity.

Long-term capital gains from equity-share sales qualified for exemption under Section 10(38) where the shares were acquired through banking channels, dematerialised, and sold through a recognised stock exchange after the prescribed holding period. Consistent coordinate-bench decisions involving materially identical transactions in the same scrip supported treating the transaction as genuine. The scrip was not treated as a penny stock or paper company, so the gains retained their exempt character.

Regulation 16M prohibits regulated entities from engaging in dark patterns specified in Annexure I to the Guidelines for Prevention and Regulation of Dark Patterns, 2023, issued by the Central Consumer Protection Authority. The provision, inserted on 8 October 2026, applies from the one hundred eightieth day after publication on 9 October 2026.