TaxTMI 
TaxTMI 
Securities And Exchange Board of India (Alternative Investment Funds) (Second Amendment) Regulations, 2025.
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.... of India (Alternative Investment 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 unde....
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.... (9) The co-investment scheme shall be wound up on exit from the co-investment in terms of these regulations. (10) The requirements under clauses (b) and (d) of regulation 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 ....
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.... sub-regulation (3) so re-numbered, the following new sub-regulations shall be inserted, namely, - "(4) Such placement memorandum shall be filed with the Board in the specified format through a merchant banker while filing the application for registration as an angel fund. (5) The Board may communicate its comments, if any, to the merchant 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 an....
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....t of" shall be inserted; b) the words and symbols "two and half percent of the corpus or fifty thousand rupees, whichever is lesser," shall be substituted with "half percent of the amount invested or fifty thousand rupees, whichever is higher,". iii) the re-numbered sub-regulation (2) shall be substituted with the following namely, - "(2) The manager shall accept contribution from an angel investor for investing in an investee company only after obtaining approval from the angel investor 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 appro....
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.... be inserted. AMIT PRADHAN, Executive Director [ADVT.-III/4/Exty./350/2025-26] Footnote: 1. The Securities and Exchange Board of India (Alternative Investment Funds) Regulations, 2012 were published in the Gazette of India on May 21, 2012 vide No. SEBI/LAD-NRO/GN/2012-13/04/11262. 2. The Securities and Exchange Board of India (Alternative Investment Funds) Regulations, 2012 were subsequently amended on, - (a) 16th September, 2013 by the Securities and Exchange Board of India (Alternative Investment Funds) (Amendment) Regulations, 2013 vide No. LAD-NRO/GN/2013-14/24/6573. (b) 23rd May, 2014 by the 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 Invest....
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.... Amendment) Regulations, 2022 vide No. SEBI/LAD-NRO/GN/2022/89. (t) 15th November 2022, by the Securities and Exchange Board of India (Alternative Investment Funds) (Fourth Amendment) Regulations, 2022 vide No. SEBI/LAD-NRO/GN/2022/105. (u) 9th January 2023, by the Securities and Exchange Board of India (Alternative Investment Funds) (Amendment) Regulations, 2023 vide No. SEBI/LAD-NRO/GN/2023/113. (v) 18th January 2023, by the Securities and Exchange Board of India (Change in Control in Intermediaries) (Amendment) Regulations, 2023 vide No. SEBI/LAD-NRO/GN/2023/115. (w) 7th February 2023, by the Securities and Exchange Board of India (Payment of Fees and Mode of Payment) (Amendment) Regulations, 2023 vide No. SEBI/LAD-NRO/GN/2023/121. (x) 15th June 2023, by the Securities and Exchange Board of India (Alternative Investment Funds) (Second Amendment) Regulations, 2023 vide No. SEBI/LAD-NRO/GN/2023/132. (y) 3rd July 2023, by the Securities and Exchange Board of India (Alternative Dispute Resolution Mechanism) (Amendment) Regulations, 2023 vide No. SEBI/LAD-NRO/GN/2023/137. (z) 17th August 2023, by the Securities and Exchan....