Master Circular for Foreign Venture Capital Investors (FVCIs)

MASTER CIRCULAR SEBI/HO/AFD/PoD/P/CIR/2023/34 March 03, 2023 To, All Foreign Venture Capital Investors Dear Sir / Madam, Subject: Master Circular for Foreign Venture Capital Investors (FVCIs)

1. Securities and Exchange Board of India (SEBI) has been issuing various circulars from time to time for effective regulation of FVCIs. In order to enable the stakeholders to have an access to all the applicable requirements / circulars at one place, the provisions of the said circulars are incorporated in this Master Circular for FVCIs.

2. This Master Circular shall come into force from the date of its issue. This Master Circular rescinds the following circulars/directions issued by SEBI with regard to FVCIs till date: i. SEBI Circular No. IMD/DOF-1/FVCI/CIR.No.1/2009 dated July 03, 2009 ii. SEBI Circular No. SEBI/IMD/DOF-1/FVCI/CIR-1/2010 dated January 12, 2010 iii. SEBI Circular No. SEBI/HO/IMD/DF1/CIR/P/2017/75 dated July 06, 2017

3. Notwithstanding such rescission, a. anything done or any action taken or purported to have been done or taken under the rescinded circulars, including registrations or approvals granted, fees collected, registration suspended or cancelled, any inspection or investigation or enquiry or adjudication commenced or show cause notice issued prior to such rescission, shall be deemed to have been done or taken under the corresponding provisions of this Master Circular; b. any application made to SEBI under the rescinded circulars, prior to such rescission, and pending before it shall be deemed to have been made under the corresponding provisions of this Master Circular; c. the previous operation of the rescinded circulars or anything duly done or suffered thereunder, any right, privilege, obligation or liability acquired, accrued or incurred under the rescinded circulars, any penalty, incurred in respect of any violation committed against the rescinded circulars, or any investigation, legal proceeding or remedy in respect of any such right, privilege, obligation, liability, penalty as aforesaid, shall remain unaffected as if the rescinded circulars have never been rescinded;

4. This Master Circular is issued with the approval of the competent authority.

5. This Master Circular is issued in exercise of powers conferred under Section 11(1) and Section 11A of the Securities and Exchange Board of India Act, 1992 to protect the interests of investors in securities and to promote the development of, and to regulate the securities market.

6. This Master Circular is available on the SEBI website at www.sebi.gov.in under the categories "Legal framework – Master Circulars" and "Info for - Foreign Venture Capital Investors”. Yours faithfully, Sanjay Singh Bhati Deputy General Manager Tel no.: +91-22-26449222 ssbhati@sebi.gov.in

Contents

1. Firm commitment requirement for registration as Foreign Venture Capital Investor (FVCI).....................................................................................................................................................4

2. Quarterly Reporting by FVCIs ....................................................................................................4

3. Online Filing System for FVCIs..................................................................................................4 Annexure I............................................................................................................................................6

4. Firm commitment requirement for registration as Foreign Venture Capital Investor (FVCI) 1.1 Applicants desirous of registering with SEBI as FVCI shall obtain firm commitment from their investors for contribution of an amount of at least USD 1 million at the time of submission of applications seeking registration as FVCI.

5. Quarterly Reporting by FVCIs 2.1 Format for the quarterly report on venture capital activity to be submitted by FVCIs is enclosed as Annexure I. In accordance with Regulation 13(1) of SEBI (Foreign Venture Capital Investors) Regulations, 2000 (“FVCI Regulations”), all FVCIs are directed to submit the report on venture capital activity to SEBI complete in all respects. 2.2 The report is to be uploaded online on SEBI portal within 7 days from the end of each calendar quarter. Physical copies of the report are not required to be submitted. 2.3 In accordance with Regulation 14 (2) of FVCI Regulations, domestic custodian shall be responsible for timely submission of the report.

6. Online Filing System for FVCIs 4.1 In order to facilitate ease of operations in terms of applying for registration, reporting and various compliances under FVCI Regulations, SEBI has introduced an online system for filings related to FVCIs. The online system can be used for application for registration, reporting and filing under the provisions of FVCI Regulations. 4.2 All applicants desirous of seeking registration as a FVCI are now required to submit their applications online only, through SEBI Intermediary Portal at https://siportal.sebi.gov.in. Furthermore, all SEBI registered FVCIs are now required to file their compliance reports and submit applications for any request under the provisions of FVCI Regulations, through the online system only. The aforesaid online filing system for FVCI has been made operational from July 1,

4.3 Link for SEBI Intermediary Portal is also available on SEBI website - www.sebi.gov.in. In case of any queries and clarifications, users may refer to the manual provided in the portal or contact the Portal Helpline as specified in the manual. 4.4 Existing SEBI registered FVCIs are advised to activate their online accounts, for which activation e-mail has been sent separately.

Annexure I FVCI quarterly reporting format A. General Information Name of the FVCI Country of incorporation Name of the domestic custodian Name of the designated bank Funds Committed for investment in India (in Rs. Crore) Total Investible Funds1 (in Rs. Crore) 1Refer to FVCI Regulations for explanation B. Report upto the quarter ended (March/ June/ Sep/ Dec) Year Cumulative details of the funds raised & invested by all schemes under the fund 1. Brief investment details of the FVCI in India (Rs. Crore) In Equity In Debt In Venture Capital Funds (VCFs) Total 2. Investment details Name of Scheme /fund Cumulative investments made by the schemes/ fund under Regulation 11(c)(i) of FVCI Regulations2 Cumulative Investments made by the schemes/ fund under Regulation 11(c)(ii) of the FVCI regulations Total investment (in Rs. Crore) (A+B+C+D) Investments (Rs. Crore) (A) % of Total Investible Funds in (A) In Listed companies (Rs. Crore) (B) In Debt (Rs. Crore) (C) In SPVs (Rs. Crore) (D) Total (Rs. Crore) (B+C+D) % of Total Investible Funds in (B+C+D) Total 2 investment in equity / equity linked instruments of unlisted companies

Industry-wise investment break-up (cumulative) (in Rs. Crore) Amount invested directly Amount invested through VCFs Total Industry At the beginni ng of the quarter (a) Additio ns during the quarter (b) Divest ments during the quarter (c) At the end of the quarter (a+b-c) At the beginnin g of the quarter (a) Additions during the quarter (b) Divest ments during the quarter (c) At the end of the quarter (a+b-c) Information Technology Telecommunication Pharmaceuticals Biotechnology Media/ Entertainment Services Sector Industrial Products Others (dropdown as below) Total Other sectors:

1. Auto/ Auto Ancillary
2. Banking and financial services (Excluding NBFCs)
3. NBFC
4. Electrical & Engg./ Outsourced engineering services
5. FMCG/Food and beverages
6. Healthcare
7. Real estate
8. Energy/ Power Plants/ power generation and transmission/Non-conventional energy
9. Roads/Bridges 10.Railways 11.Industrial Parks/SEZ 12.Urban Infrastructure (water supply, sanitation and sewage products) 13.Mining, exploration and refining 14.Shipping and Ports 15.Logistics 16.Education 17.Packaging 18.Textiles 19.Retail 20.Agriculture 21.Chemicals/Petrochemicals/Plastic/Rubber 22.Nanotechnology 23.Seed Research & Development 24.Dairy industry 25.Poultry industry 26.Production of bio fuels 27.Hotel-cum-conventional centres with more than 3,000 seats 28.R&D of new chemical entities in pharma sector 29.Hotels/Travel/ Hospitality (Other than in (27) above) Option to add sectors included