The Securities and Exchange Board of India (SEBI) issued a circular on October 15, 2025, providing a compliance relaxation to all existing Angel Funds operating under the Alternative Investment Funds (AIF) Regulations, 2012. Following amendments to the AIF Regulations and a subsequent circular outlining a revised regulatory framework, existing Angel Funds were initially mandated to disclose a defined methodology for allocating investments among approving angel investors in their Private Placement Memorandums (PPMs) by October 15, 2025. Based on representations from the AIF industry requesting more preparation time, SEBI has decided to extend this deadline for compliance to January 31, 2026. Consequently, any investment allocated by existing Angel Funds after the new date, January 31, 2026, must adhere to the allocation methodology detailed in their PPMs. All other provisions stipulated in the earlier September 10, 2025, circular regarding Angel Funds remain unchanged.
Securities and Exchange Board of India
Circular No. SEBI/HO/AFD/AFD-POD-1/P/CIR/2025/136 Dated: October 15, 2025
To,
All Alternative Investment Funds (AIFs)
Sir/Madam,
Sub: Relaxation in timeline for disclosure of allocation methodology by Angel Funds
1. Securities and Exchange Board of India (Alternative Investment Funds) Regulations, 2012 (“AIF Regulations”) have been amended and notified on September 09, 2025, to prescribe the revised regulatory framework for Angel Funds.
2. Subsequently, SEBI vide Circular dated September 10, 2025 on ‘Revised regulatory framework for Angel Funds under AIF Regulations’ stipulated the specific conditions and modalities with respect to various provisions pertaining to Angel Funds.
3. In terms of para 8.3 of the aforesaid SEBI circular, the following was mandated:
3.1. Existing Angel Funds shall disclose a defined methodology in their PPMs for the purpose of allocating the investment among angel investors who provide approval for such investment; and
3.2. Allocation of any investment made by such Angel Funds post October 15, 2025, shall be in accordance with the methodology disclosed in the PPM.
4. Based on representation from the AIF industry requesting additional time to meet this requirement, it has been decided to extend the said timeline to January 31, 2026, for ease of compliance. Accordingly, allocation of any investment made by existing Angel Funds post January 31, 2026, shall be in accordance with the defined allocation methodology disclosed in their PPMs.
5. All other provisions of the circular dated September 10, 2025 on ‘Revised regulatory framework for Angel Funds under AIF Regulations’ shall remain unchanged.
6. This circular shall come into force with immediate effect.
7. This circular is issued with the approval of the competent authority and in exercise of powers conferred under Section 11(1) of the Securities and Exchange Board of India Act, 1992, read with Regulations 19G(4) and 36 of AIF Regulations, to protect the interests of investors in securities and to promote the development of, and to regulate the securities market.
8. The circular is available on SEBI website at sebi.gov.in under the categories “Legal framework – Circulars” and “Info for – Alternative Investment Funds”.
Yours faithfully,
Manish Kumar Jha
Deputy General Manager
Tel no.: +91-22-2644 9219
manishkj@sebi.gov.in
