SECURITIES AND EXCHANGE BOARD OF INDIA (FOREIGN VENTURE CAPITAL INVESTORS) REGULATIONS, 2000

11 · Investment Criteria for a Foreign Venture Capital Investor

12 · Maintenance of books and records

13 · Power to call for information

14 · Appointment of custodian

15 · Appointment of designated bank

15A · Obligations and responsibilities of foreign venture capital investor

15B · Obligations and responsibilities of designated depository participants

16 · Board's right to inspect or investigate

17 · Obligation of Foreign Venture Capital Investor on investigation or inspection by Board

18 · Submission of the Report

19 · Board's right to issue any direction to Foreign Venture Capital Investor

20 · Board's right to suspend or cancel certificate of registration

21 · Suspension of certificate

22 · Cancellation of certificate

23 · Manner of making order of cancellation or suspension

25 · Omitted by the Securities (Procedure for Holding Enquiry by Enquiry Officer and Imposing Penalty) Regulations, 2002

26 · Omitted by the Securities (Procedure for Holding Enquiry by Enquiry Officer and Imposing Penalty) Regulations, 2002

27 · Omitted by the Securities (Procedure for Holding Enquiry by Enquiry Officer and Imposing Penalty) Regulations, 2002]

28 · Action against intermediary

29 · Appeal to Securities Appellate Tribunal

2 · . (1) In these regulations, unless the context otherwise requires,─

1 · [(aa) "Bilateral Memorandum of Understanding with the Board" means a bilateral Memorandum of Understanding between the Board and any authority outside India that provides for information sharing arrangement as specified under clause (ib) of sub-section (2) of section 11 of the Act;

3 · [(ba) "control" includes the right to appoint majority of the directors or to control the management or policy decisions exercisable by a person or persons acting individually or in concert, directly or indirectly, including by virtue of shareholding or management rights or shareholders agreements or voting agreements or in any other manner;]

5 · [(ca) "designated depository participant" means a person who has been approved by the Board under Chapter III of the Securities and Exchange Board of India (Foreign Portfolio Investors) Regulations, 2019;]

1 · Inserted by the Securities and Exchange Board of India (Foreign Venture Capital Investors) (Amendment) Regulations, 2024, w.e.f. January 1, 2025 .

2 · Substituted by the Securities and Exchange Board of India (Foreign Venture Capital Investors) (Amendment) Regulations, 2024, w.e.f. January 1, 2025. Prior to its substitution, it read as under:

3 · Inserted by the Securities and Exchange Board of India (Foreign Venture Capital Investors) (Amendment) Regulations, 2024, w.e.f. January 1, 2025 .

4 · Substituted by the Securities and Exchange Board of India (Foreign Venture Capital Investors) (Amendment) Regulations, 2024, w.e.f. January 1, 2025. Prior to its substitution, it read as under:

5 · Inserted by the Securities and Exchange Board of India (Foreign Venture Capital Investors) (Amendment) Regulations, 2024, w.e.f. January 1, 2025 .

7 · [(e) 8 [* * *]

10 · [(g) "foreign venture capital investor" means an investor incorporated or established outside India registered under these regulations, proposes to make investment in accordance with these regulations and shall be deemed to be an intermediary in terms of the provisions of the Act;]

12 · [(ha) "International Financial Services Centre" or "IFSC" shall have the same meaning as assigned to it in clause (q) of section 2 of the Special Economic Zones Act, 2005 (Act No. 28 of 2005);]

6 · The words "of Securities" omitted by the Securities and Exchange Board of India (Foreign Venture Capital Investors) (Amendment) Regulations, 2024, w.e.f. January 1, 2025 .

7 · Clauses (e) and (ee) substituted for clause (e) by the SEBI (Foreign Venture Capital Investors) (Amendment) Regulations, 2001, w.e.f. 07-6-2001.

8 · Omitted by the SEBI (Foreign Venture Capital Investors) (Amendment) Regulations, 2004, w.e.f. 27 -9 -2002. Earlier clause (e) as amended by the SEBI (Foreign Venture Capital Investors) (Amendment) Regulations, 2001, w.e.f. 7-6-2001, read as under:

9 · Inserted by the SEBI (Foreign Venture Capital Investors) (Amendment) Regulations, 2004, w.e.f. 5 -4 -2004.

10 · Substituted by the Securities and Exchange Board of India (Foreign Venture Capital Investors) (Amendment) Regulations, 2024, w.e.f. January 1, 2025. Prior to its substitution, it read as under:

11 · Substituted by the Securities and Exchange Board of India (Foreign Venture Capital Investors) (Amendment) Regulations, 2024, w.e.f. January 1, 2025. Prior to its substitution, it read as under:

12 · Inserted by the Securities and Exchange Board of India (Foreign Venture Capital Investors) (Amendment) Regulations, 2024, w.e.f. January 1, 2025 .

14 · [(ka) "Single Window Automatic and Generalised Access for Trusted Foreign Investor" or "SWAGAT-FI" shall have the same meaning as assigned to it under clause (r) of sub-regulation (1) of regulation 2 of the Securities and Exchange Board of India (Foreign Portfolio Investors) Regulations, 2019;]

15 · [(l) "Venture Capital Fund" means a fund registered with the Board under the Securities and Exchange Board of India (Venture Capital Funds) Regulations, 1996 or under the Securities and Exchange Board of India (Alternative Investment Funds) Regulations, 2012 in the sub-category of "Venture Capital Fund' under Category I Alternative Investment Fund.

16 · [(m) " Venture Capital undertaking" means a domestic company:

13 · Omitted by the SEBI (Foreign Venture Capital Investors) (Amendment) Regulations, 2014, w.e.f. 30.12.2014. Prior to its omission, clause (j) read as under:

14 · Inserted by the Securities and Exchange Board of India (Foreign Venture Capital Investors) (Amendment) Regulations, 2025, w.e.f. June 1, 2026 .

15 · Substituted by the SEBI(Alternative Investment Funds) Regulations, 2012 w.e.f. May 21, 2013. Prior to substitution it read as under:

16 · Substituted by the SEBI (Foreign Venture Capital Investors) (Amendment) Regulations, 2014, w.e.f. 30.12.2014. Prior to substitution, Clause (m) as amended by the SEBI (Alternative Investment Funds) Regulations, 2012 w.e.f. May 21, 2013 read as under:

17 · [(2) Words and expressions used and not defined in these regulations, but defined in the Act or the Foreign Exchange Management Act, 1999 (42 of 1999), the Companies Act, 2013 (18 of 2013), the Securities Contracts (Regulation) Act, 1956 (42 of 1956), the Depositories Act, 1996 (22 of 1996), or the rules and regulations made thereunder shall have the same meaning as are respectively assigned to them in those Acts or rules or regulations or any statutory modification or re -enactment thereto . ]

18 · [Application for grant of certificate as a foreign venture capital investor .

17 · Substituted by the Securities and Exchange Board of India (Foreign Venture Capital Investors) (Amendment) Regulations, 2024, w.e.f. January 1, 2025. Prior to its substitution, it read as under:

18 · Substituted by the Securities and Exchange Board of India (Foreign Venture Capital Investors) (Amendment) Regulations, 2024, w.e.f. January 1, 2025. Prior to its substitution, it read as under:

3 · . (1) No person shall buy, sell or otherwise deal in securities as a foreign venture capital investor unless it has obtained a certificate granted by a designated depository participant on behalf of the Board .

19 · [ Provided further that the provisions of sub-regulation (2) shall not be applicable to a SWAGAT-FI.]

20 · [4. A designated depository participant shall consider an application for grant of certificate of registration as a foreign venture capital investor if the applicant satisfies all of the following conditions, namely: -

3 · For the purposes of seeking registration under these regulations, the applicant shall make an application to the Board in Form A along with the application fee as specified in Part A of the Second Schedule to be paid in the manner specified in Part B thereof.

19 · Inserted by the Securities and Exchange Board of India (Foreign Venture Capital Investors) (Amendment) Regulations, 2025, w.e.f. June 1, 2026 .

20 · Substituted by the Securities and Exchange Board of India (Foreign Venture Capital Investors) (Amendment) Regulations, 2024, w.e.f. January 1, 2025. Prior to its substitution, it read as under:

21 · [***]

22 · [Furnishing of information and personal representation.

5 · (1) The Board or the designated depository participant may require the applicant to furnish such further information or clarification as may be considered necessary for the grant of the certificate of registration as a foreign venture capital investor.

21 · Omitted by the Securities and Exchange Board of India (Foreign Venture Capital Investors) (Amendment) Regulations, 2024, w.e.f. January 1, 2025. Prior to omission, it read as under: [Criteria for fit and proper person].

4A · For the purposes of determining whether an applicant or the foreign venture capital investor is a fit and proper person the Board may take into account the criteria specified in Schedule II of the Securities and Exchange Board of India (Intermediaries) Regulations, 2008.

22 · Substituted by the Securities and Exchange Board of India (Foreign Venture Capital Investors) (Amendment) Regulations, 2024, w.e.f. January 1, 2025. Prior to its substitution, it read as under:

5 · The Board may require the applicant to furnish such further information as it may consider necessary.

23 · [Application to conform to the requirements .

6 · (1) An application for grant of certificate of registration to act as a foreign venture capital investor, which is not complete in all respects or is false or misleading in any material particular or does not satisfy the requirements specified in these regulations shall be deemed to be deficient and liable to be rejected by the designated depository participant:

23 · Substituted by the Securities and Exchange Board of India (Foreign Venture Capital Investors) (Amendment) Regulations, 2024, w.e.f. January 1, 2025. Prior to its substitution, it read as under:

6 · An application which is not complete in all respects shall be rejected by the Board: Provided that, before rejecting any such application, the applicant shall be given an opportunity to remove, within thirty days of the date of receipt of communication, the objections indicated by the Board.

24 · [Certificate of registration.

25 · [Conditions of certificate.

24 · Substituted by the Securities and Exchange Board of India (Foreign Venture Capital Investors) (Amendment) Regulations, 2024, w.e.f. January 1, 2025. Prior to its substitution, it read as under:

7 · (1) If the Board is satisfied that the applicant is eligible for the grant of certificate, it shall send an intimation to the applicant.

25 · Substituted by the Securities and Exchange Board of India (Foreign Venture Capital Investors) (Amendment) Regulations, 2024, w.e.f. January 1, 2025. Prior to its substitution, it read as under:

8 · The certificate granted to the foreign venture capital [investor] under regulation 7 shall be inter alia, subject to the following conditions, namely:-

26 · [Renewal of registration and surrender of certificate .

9 · (1) Subject to the compliance with the provisions of the Act, these regulations and the circulars issued thereunder, the registration granted by the designated depository participant on behalf of the Board under these regulations shall be permanent unless suspended or cancelled by the Board or surrendered by the foreign venture capital investor.

27 · [Provided that in case of a SWAGAT-FI, the renewal fees shall be paid for every block of ten years, from the beginning of the eleventh year from the date of grant of certificate of registration as specified in the Second Schedule.]

26 · Substituted by the Securities and Exchange Board of India (Foreign Venture Capital Investors) (Amendment) Regulations, 2024, w.e.f. January 1, 2025. Prior to its substitution, it read as under:

9 · (1) On considering an application made under regulation 3, if the Board is of the opinion that a certificate should not be granted, it may reject the application after giving the applicant a reasonable opportunity of being heard.

27 · Inserted by the Securities and Exchange Board of India (Foreign Venture Capital Investors) (Amendment) Regulations, 2025, w.e.f. June 1, 2026 .

28 · [***]

28 · Omitted by the Securities and Exchange Board of India (Foreign Venture Capital Investors) (Amendment) Regulations, 2024, w.e.f. January 1, 2025. Prior to omission, it read as under: Effect of refusal to grant certificate .

10 · Any applicant whose application has been rejected under regulation 9 shall not carry on any activity as a Foreign Venture Capital Investor.

29 · Word "while" omitted by the SEBI (Foreign Venture capital Investors) (Amendment) Regulations, 2004, w.e.f. 5-4-2004.

30 · Inserted by the SEBI(Alternative Investment Funds) Regulations, 2012 w.e.f. May 21, 2013.

31 · Words "it shall however not invest more than 25% of the funds committed for investments to India in one Venture Capital Undertaking" omitted by the SEBI (Foreign Venture Capital Investors) (Amendment) Regulations, 2004, w.e.f. 5-4-2004.

32 · Words "in the Venture Capital Undertaking" omitted, ibid .

33 · Substituted for "75%", ibid .

34 · Inserted, ibid .

35 · Substituted by the SEBI(Alternative Investment Funds) Regulations, 2012 w.e.f. May 21, 2013 for the words "Venture Capital Undertaking".

36 · Substituted for "25%", ibid .

37 · Substituted by the SEBI(Alternative Investment Funds) Regulations, 2012 w.e.f. May 21, 2013 for the words "Venture Capital Undertaking".

38 · Words "subject to lock-in period of one year" omitted, ibid.

41 · [(c)preferential allotment of equity shares of a listed company subject to lock in period of one year .

42 · [Provided that the investment limits of 66.67% specified under subclause (i) and 33.33% specified under sub-clause (ii) of clause (c) shall not be applicable to SWAGAT-FIs.]

39 · Substituted by the SEBI(Alternative Investment Funds) Regulations, 2012 w.e.f. May 21, 2013 for the words "Venture Capital Undertaking".

40 · Substituted for "Venture capital fund" by the SEBI (Foreign Venture Capital Investors) (Amendment) Regulations, 2001, w.e.f. 7-6-2001.

41 · Inserted by the SEBI (Foreign Venture Capital Investors) (Amendment) Regulations, 2004, w.e.f. 5 -4 -2004.

42 · Inserted by the Securities and Exchange Board of India (Foreign Venture Capital Investors) (Amendment) Regulations, 2025, w.e.f. June 1, 2026 .

12 · (1) Every Foreign Venture Capital Investor shall maintain for a period of eight years, books of accounts, records and documents which shall give a true and fair picture of the state of affairs of the Foreign Venture Capital Investor.

13 · (1) The Board may at any time call for any information from a Foreign Venture Capital Investor with respect to any matter relating to its activity as a Foreign Venture Capital Investor.

43 · [Appointment of custodian .

14 · (1) A foreign venture capital investor or a global custodian acting on behalf of the foreign venture capital investor shall enter into an agreement with a designated depository participant and a custodian, before making any investment under these regulations.

43 · Substituted by the Securities and Exchange Board of India (Foreign Venture Capital Investors) (Amendment) Regulations, 2024, w.e.f. January 1, 2025. Prior to its substitution, it read as under:

14 · (1) Foreign Venture Capital Investor or a global custodian acting on behalf of the foreign venture capital investor shall enter into an agreement with the domestic custodian to act as a custodian of securities for Foreign Venture Capital Investor.

15 · Foreign Venture Capital Investor shall appoint a branch of a bank approved by Reserve Bank of India as designated bank for opening of foreign currency denominated accounts or special non-resident rupee account.

44 · [Obligations and responsibilities of foreign venture capital investor.

15A · The foreign venture capital investor shall –

44 · Inserted by the Securities and Exchange Board of India (Foreign Venture Capital Investors) (Amendment) Regulations, 2024, w.e.f. January 1, 2025 .

15B · . (1) In addition to the obligation of designated depository participants under any other regulations, the designated depository participant engaged by an applicant seeking registration as foreign venture capital investor shall:

16 · The Board may, suo-moto or upon receipt of information or complaint, cause an inspection or investigation to be made in respect of conduct and affairs of any foreign venture capital investor by an Officer whom the Board considers fit for any of the following reasons namely:-

17 · (1) It shall be the duty of every Foreign Venture Capital Investor in respect of whom an inspection or investigation has been ordered under regulation 16 and any other person associated who is in possession of relevant information pertaining to conduct and affairs of such Foreign Venture Capital Investor

18 · The Inspecting or Investigating Officer shall on completion of inspection or investigations, submit a report to the Board.

19 · The Board may after consideration of the inspection or investigation report and after giving a reasonable opportunity of hearing to the Foreign Venture Capital Investor, require it to take such measure or issue such directions as it deems fit in the interest of capital market and investors, including directions in the nature of: -

20 · Without prejudice to the appropriate directions or measures under regulation 19, it may after consideration of the investigation report, initiate action for suspension or cancellation of the registration of such Foreign Venture Capital Investor:

23 · No order of penalty or cancellation of certificate shall be imposed on the Foreign Venture Capital Investor except after holding an enquiry in accordance with the procedure specified in 45 [Chapter V of the Securities and Exchange Board of India (Intermediaries) Regulations, 2008] .

24 · to 27. 46[* * *]

45 · Substituted for the Securities and Exchange Board of India (Procedure for Holding Enquiry by Enquiry Officer and Imposing Penalty) Regulations, 2002" by the SEBI (Intermediaries) Regulations, 2008, w.e.f. 26-5-2008. Earlier it was amended by the SEBI (Procedure for Holding Enquiry by Enquiry Officer and Imposing Penalty) Regulations, 2002, w.e.f. 27-9-2002.

46 · Regulations 24 to 27 omitted by the SEBI (Procedure for Holding Enquiry by Enquiry Officer and Imposing Penalty) Regulations, 2002, w.e.f. 27-9-2002. Prior to its omission, it read as under:

28 · The Board may initiate action for suspension or cancellation of registration of an intermediary holding a certificate of registration under section 12 of the Act who fails to exercise due diligence in the performance of its functions or fails to comply with its obligations under these regulations:

29 · Any person aggrieved by an order of the Board under these regulations may prefer an appeal to the Securities Appellate Tribunal in accordance with section 15T of the Act.

25 · Showwcause notice and order.─(1) On receipt of the report from the enquiry officer, the Board shall consider the same and may issue to the Foreign Venture Capital Investor a show -cause notice as to why the penal action as proposed by the enquiry officer or such appropriate action should not be taken against it.

26 · Effect of suspension and cancellation of certificate.─(1) On and from the date of the suspension of the certificate, the Foreign Venture Capital Investor shall cease to carry on any activity as a Foreign Venture Capital Investor during the period of suspension, and shall be subject to such directions of the Board with regard to any records, documents or securities that may be in its custody or control, relating to its activities as Foreign Venture Capital Investor, as the Board may specify.

27 · Publication of order of suspension or cancellation.─The order of suspension or cancellation of certificate passed under regulation 25 may be published by the Board in two newspapers."

47 · Substituted for "Securities and Exchange Board of India" by the SEBI (Foreign Venture Capital Investors) (Amendment) Regulations, 2001, w.e.f. 7-6-2001.

48 · [CHAPTER VII

30 · (1) The Board may, exempt any person or class of persons from the operation of all or any of the provisions of these regulations for a period as may be specified but not exceeding twelve months, for furthering innovation 49 [***] relating to testing new products, processes, services, business models, etc. in live environment of regulatory sandbox in the securities markets.

48 · Inserted by the SEBI (Regulatory Sandbox) (Amendment) Regulations, 2020, w.e.f. 17-042020.

49 · The words "in technological aspects" omitted by the Securities and Exchange Board of India (Regulatory Sandbox) (Amendment) Regulations, 2021, w.e.f. 03-08-2021.

50 · [FIRST SCHEDULE

50 · Substituted by the Securities and Exchange Board of India (Foreign Venture Capital Investors) (Amendment) Regulations, 2024, w.e.f. January 1, 2025. Prior to its substitution, it read as under:

50 · [10. Please furnish firm commitment letter(s) from your investors for contribution of an amount aggregating to at least US$ 1 million.

7 · Address & Communication Details

7 · 1.Registered Address of the Applicant:

7 · 2.Office Address of the Applicant

7 · 3.Address of Communication/Correspondence –

7 · 4.Contact Details:

10 · Information regarding Ultimate Beneficial Owner (End Natural Person):

10 · 1. Individual Custodian/ Designated Depository Participant (DDPs) may seek additional documentation/ownership details at a lower threshold than prescribed, based on their independent evaluation and risk classification of the respective FVCI applicants on the basis of multiple parameters such as home jurisdiction, type of entity, nature of business etc.

10 · 2.Does it have few persons or persons of the same family holding beneficial ownership and control?

11 · Income details

12 · Type of applicant:

13 · Type of entity:

14 · Documents submitted as Proof of Identity (POI) and Proof of Address (POA) for KYC:

15 · Whether the applicant or the applicant's authorized signatories/ Promoters/ Partners/ Trustees/ Whole Time Directors/Office bearer is

16 · Whether the applicant has provided with valid self-certification/ Foreign Account Tax Compliance Act (FATCA) / Common Reporting Standard (CRS) declaration form?

17 · Details of Regulatory authority by which the applicant is regulated (If applicable)

18 · Whether the applicant is coming through Global Custodian? Yes/No

19 · Details of the designated depository participant, custodian and Depository Participant:

20 · Details of the designated bank

21 · Details of Prior association with Indian securities market

22 · Whether the applicant already holds Permanent Account Number (PAN)?

23 · Disciplinary History

51 · [SECOND SCHEDULE

52 · [ Provided that in case of a SWAGAT-FI, the renewal fees shall be paid for every block of ten years to keep the registration in force.]

51 · Substituted by the Securities and Exchange Board of India (Foreign Venture Capital Investors) (Amendment) Regulations, 2024, w.e.f. January 1, 2025. Prior to substitution, it read as under:

52 · Inserted by the Securities and Exchange Board of India (Foreign Venture Capital Investors) (Amendment) Regulations, 2025, w.e.f. June 1, 2026 .

54 · [Third Schedule]

53 · Inserted by the Securities and Exchange Board of India (Foreign Venture Capital Investors) (Amendment) Regulations, 2025, w.e.f. June 1, 2026 .

54 · Omitted by the SEBI (Foreign Venture Capital Investors) (Amendment) Regulations, 2014, w.e.f. 30.12.2014. Prior to its omission, the Third Schedule as amended by the SEBI (Foreign Venture Capital Investors) (Amendment) Regulations, 2004, w.e.f. 5-4-2004 read as under:

1 · [* * *]