Securities And Exchange Board of India (Alternative Investment Funds) (Second Amendment) Regulations, 2025.

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....ment Funds) Regulations, 2012, - I. In sub-regulation (1) of regulation 2, i) clause (fa) shall be substituted with the following, namely, - "(fa) "Co-investment" means investment made by a Manager or Sponsor or investor of a Category I or II Alternative Investment Fund in unlisted securities of investee companies where such a Category I or Category II Alternative Investment Fund makes investment;" ii) after clause (fa), the following clause shall be inserted, namely, - "(fb) "Co-investment scheme" means a scheme of a Category I or Category II Alternative Investment Fund, which facilitates co-investment to investors of a particular scheme of an Alternative Investment Fund, in unlisted securities of an investee company where the scheme of the Alternative Investment Fund is making investment or has invested;" iii) after clause (r), the following clause shall be inserted, namely, - "(ra) "Shelf placement memorandum" means a placement memorandum filed by an Alternative Investment Fund for launching co-investment schemes;" iv) in clause (z), the words and symbols "an angel fund as defined under Chapter III-A and" shall be substituted with the word "a". II. In regulation ....

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....tion 10, sub-regulation (2) of regulation 11, sub-regulations (2), (3), (4) and (5) of regulation 12, regulation 13, clauses (a), (c), (da), (g) and (h) of sub-regulation (1) of regulation 15, regulation 16 and regulation 17 shall not apply to a co-investment scheme of an Alternative Investment Fund." V. In regulation 19A, i) in sub-regulation (1), a) the words and symbols "Venture Capital Fund under" shall be omitted; b) the words "angel investors" shall be substituted with words "accredited investors"; ii) sub-regulation (2) shall be substituted with the following, namely, - "(2) "angel investor" means an accredited investor, or key management personnel of an angel fund or its manager, who invests in an angel fund." iii) sub-regulation (3) shall be substituted with the following, namely, - "(3) "related party" shall have the same meaning as assigned to it under clause (zb) of sub-regulation (1) of regulation 2 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015." VI. In regulation 19B, i) in sub-regulation (1), the words and symbols "schemes launched by such angel funds." shall be substituted with "th....

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....banker and the merchant banker shall ensure that the comments are incorporated in the placement memorandum prior to its circulation to angel investors by the angel fund for soliciting funds. (6) An angel fund shall on-board at least five accredited investors before declaring its first close in the manner as may be specified by the Board from time to time. (7) If the angel fund fails to declare the first close of the fund in the specified manner, it shall be required to refile the placement memorandum with the Board for circulation and soliciting funds from angel investors, by paying the requisite fee under the Second Schedule.". IX. Regulation 19E shall be substituted with the following, namely, - "19E. An angel fund shall not launch any schemes for soliciting funds from angel investors or making any investments.". X. In regulation 19F, i) sub-regulation (1) shall be substituted with the following, namely, - "(1) Angel funds shall invest only in startups, which are not promoted or sponsored by or related to a corporate group whose group turnover exceeds three hundred crore rupees: Provided that angel funds may make additional investments in their existing investee com....

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....for such investment." iv) after sub-regulation (2) so re-numbered, the following new sub-regulations shall be inserted, namely, - "(3) The manager shall disclose and offer each investment opportunity to all the angel investors of the angel fund. (4) The manager shall disclose a defined methodology in the placement memorandum of the angel fund, for the purpose of allocating the investment among angel investors who provide approval for such investment, in the manner as may be specified by the Board from time to time. (5) The manager shall accept contributions for investment in an investee company from the angel investors who provide approval for the investment, in accordance with the methodology disclosed in the placement memorandum of the angel fund. (6) The investors of an angel fund shall have rights in an investment of the angel fund and in the distribution of proceeds of the investment, pro-rata to their contribution to such investment, except in the cases as may be specified by the Board from time to time. (7) In case an angel fund offers an opportunity for investment in an existing investee company or related party of an existing investee company, the same shall be....

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....he Securities and Exchange Board of India (Payment of Fees) (Amendment) Regulations, 2014 vide No. LAD-NRO/GN/2014-15/03/1089. (c) 26th September, 2014 by the Securities and Exchange Board of India (Real Estate Investment Trusts) Regulations, 2014 vide No. LAD-NRO/GN/2014-15/11/1576. (d) 14th August, 2015 by the Securities and Exchange Board of India (Alternative Investment Funds) (Amendment) Regulations, 2015 vide No. SEBI/LAD-NRO/GN/2015-16/011. (e) 4th January, 2017 by the Securities and Exchange Board of India (Alternative Investment Funds) (Amendment) Regulations, 2016 vide No. SEBI/LAD/NRO/GN/2016-17/026. (f) 6th March, 2017 by the Securities and Exchange Board of India (Payment of Fees and Mode of Payment) (Amendment) Regulations, 2017 vide No. SEBI/LAD/NRO/GN/2016-17/037. (g) 1st June, 2018 by the Securities and Exchange Board of India (Alternative Investment Funds) (Amendment) Regulations, 2018 vide No. SEBI/LAD/NRO/GN/2018/19. (h) 10th May, 2019 by the Securities and Exchange Board of India (Alternative Investment Funds) (Amendment) Regulations, 2019 vide No. SEBI/LAD/NRO/GN/2019/16. (i) 17th April, 2020 by the Securities and Exchange Board of India (Regulat....