VC fund guide

AIF categories explained: I, II and III

An alternative investment fund (AIF) is a privately pooled fund registered with SEBI. Its category decides what it can invest in, whether it can borrow and how it’s taxed.

What an AIF is

An AIF pools money from sophisticated investors — at least ₹1 crore each, unless they are accredited investors — under the SEBI (Alternative Investment Funds) Regulations, 2012. Each scheme needs a minimum corpus of ₹20 crore and can have up to 1,000 investors (accredited investors don’t count towards that limit).

Category I

Funds that invest in sectors the government considers socially or economically desirable. Sub-categories:

  • Venture capital funds — at least 75% of investable funds in unlisted equity or equity-linked instruments of startups and venture undertakings (or SME-exchange-listed companies).
  • Angel funds — a separate sub-category since September 2025, open only to accredited investors. See angel fund rules.
  • SME funds, social impact funds, infrastructure funds and special situation funds.

Category II

The residual category — funds that aren’t Category I or III. Private equity and private credit funds usually sit here. They invest mainly in unlisted securities or listed debt rated ‘A’ or below, and can’t borrow except for short-term needs.

Category III

Funds using complex or trading strategies, including listed equity and derivatives — often called hedge funds in India. They can use leverage (up to 2x NAV) and can be open-ended. They are taxed at fund level, not pass-through.

Side by side

Category ICategory IICategory III
Typical strategyVenture capital, angel, SME, social impact, infrastructurePrivate equity, private creditLong-short, arbitrage, derivatives
StructureClose-ended, at least 3 yearsClose-ended, at least 3 yearsOpen- or close-ended
BorrowingTemporary onlyTemporary onlyLeverage up to 2x NAV
Single investee limit25% of investable funds25% of investable funds10% of investable funds
Sponsor/manager stakeLower of 2.5% or ₹5 croreLower of 2.5% or ₹5 croreLower of 5% or ₹10 crore
Registration fee₹5 lakh (₹2 lakh angel)₹10 lakh₹15 lakh
TaxPass-throughPass-throughFund level

Large value funds for accredited investors (minimum ₹25 crore per investor) can go up to 50% in one investee (Category I/II) or 20% (Category III).

Next: how to register an AIF and how AIFs are taxed.

Frequently asked questions

What is a Category I AIF?
A SEBI-registered fund that invests in startups, early-stage ventures, SMEs, social ventures, infrastructure or special situations. Venture capital funds, angel funds, SME funds and social impact funds are Category I sub-categories.
What is the difference between Category I and Category II AIF?
Category I funds invest in specified sectors such as startups and infrastructure; Category II is the residual category, mostly private equity and private credit. Both are close-ended, can't use leverage beyond temporary borrowing and are tax pass-through.
Which AIF category can use leverage?
Only Category III AIFs can use leverage, up to 2x NAV. Category I and II funds can borrow only temporarily — up to 30 days, at most four times a year and up to 10% of investable funds.
What is the minimum investment in an AIF?
₹1 crore per investor (₹25 lakh for employees or directors of the fund or manager), with no minimum for accredited investors.

Please note: this guide is general information based on the rules as they stood on the review date above. Regulations and RBI/CBDT procedures change often — please get advice on your specific facts before acting.

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