Privileged & Confidential

Trilegal Note - April 2, 2024

SUMMARY OF INFORMAL GUIDANCES ISSUED BY SEBI IN RELATION TO AIFs

1. ASK Wealth Advisors Private Limited (“ASKWA”) – dated March 15, 2024

(a) Background: ASKWA acts as the investment manager and sponsor for a Category III AIF. The said AIF invests in equity shares listed on the recognized
stock exchanges in India. ASKWA proposes to invest in exchange traded funds (“ETFs”) in India.

(b) ASKWA’s rationale as to why ETFs can be invested in by Category III AIFs: ETFs are mandatorily required to be listed. The definition of ETFs under
the SEBI (Mutual Funds) Regulations, 1996 coupled with Regulation 18 (a) permitting Category III AIFs to inter alia invest in securities of listed investee
companies, leads to the interpretation that ETFs is a permissible investment. Therefore investment in ETFs can be the primary investment objective
and strategy.

(c) SEBI Response: Investment in mutual fund schemes including ETF is not covered under permissible investments by a Category III AIF. However, in
terms of Regulation 15(1)(f) of the AIF Regulations, the permissible option for a Category III AIF to put money in a mutual fund scheme is investing the
un-invested portion of the investable funds and divestment proceeds pending distribution to investors in liquid mutual funds, till the deployment of
funds as per the investment objective or the distribution of the funds to investors as per the terms of the fund documents, as applicable.

2. Mangalkari Asset Investment AIF (“Mangalkari AIF”) -- dated March 12, 2024

(a) Background: Mangalkari AIF is registered with SEBI as a Category II AIF.

(b) Mangalkari’s query: For the purpose of considering and calculating the limit of 25% in an Investee Company as mentioned in Regulation 15(1)(c),
whether the threshold limit shall be applicable at the level of individual Target Company acquired by the ARC Trust (one ARC Trust may have assigned
to it NPA Loan Accounts of many such Target Companies) or will it be at the level of the individual ARC Trust regardless of multiple Target Company
loan accounts it may hold (each ARC Trust is independent and holds separate PAN).

(c) SEBI Response: Investment in an investee company by the AIF directly and through investment in Security Receipts of ARC Trust, is to be considered
for the purpose of calculation of concentration limit. Accordingly, the concentration limit shall be applicable at the level of individual Target Company
acquired by the ARC Trust in addition to the investment made by the AIF directly in the Target Company.

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Trilegal Note - April 2, 2024

3. LetsVenture Advisors LLP, Investment Manager of LV Angel Fund – January 24, 2024

(a) Background: LV Angel Fund is registered with SEBI as a Category I – Venture Capital Fund – Angel Fund. The LV Angel Fund being registered on
September 06, 2018 will be completing 5 years’ tenure by September 06, 2023. The LV Angel Fund has certain angel investors who have under-utilized
the threshold amount of INR 25 Lakh within the period of 5 years as mentioned in Regulation 19D (3) of the AIF Regulations.

(b) There have been scenarios where the LV Angel Fund has invested into a start-up complying with the minimum amount requirement under Regulation
19F(2) of AIF Regulations and the start-up owing to several reasons (such as flipping to foreign jurisdictions, change in business line etc.,) restructure
to form a new legal entity. As the original investors of the start-up, the LV Angel Fund gets an offer to mirror the shareholding in the newly incorporated
entity, by investing a nominal amount which will be less than INR 25 Lakh. Consequent to the mirroring of shareholding, the LV Angel Fund gets the
original shareholding percentage in the new legal entity and the LV Angel Fund’s shareholding in the old entity will be zeroed down. To comply with
the Regulation 19F(2) of AIF Regulations, the Fund often rejects the offer to participate in the new company or subscribe INR 25 Lakh to get shares
which are valued for just a few thousands rupees.

(c) LV Angel Fund’s queries and SEBI response:

(i) Can the time limit provided under the Regulation 19D(3) i.e., 5 years, be extended any further?

SEBI response: Regulation 19D(3) of AIF Regulations states as under: “Angel funds shall accept, up to a maximum period of five years, an
investment of not less than twenty-five lakh rupees from an angel investor.” AIF Regulations do not specify any provision for extension of the
5-year period for accepting funds from angel investors specified under Regulation 19D(3) of AIF Regulations. Therefore, the said 5-year period
cannot be extended any further.

(ii) Whether the minimum investment amount in a start-up of INR 25 Lakh as per Regulation 19F(2) of AIF Regulations is to be complied with in
cases when the fund mirrors its shareholding in the new entity?

SEBI response: Regulation 19F(2) of AIF Regulations states as under: “Investment by an angel fund in any venture capital undertaking shall not
be less than twenty-five lakh rupees and shall not exceed ten crores rupees.” In terms of Regulation 19F(2) of AIF Regulations, the minimum
amount to be invested in a venture capital undertaking/start-up is INR 25 Lakh. Therefore, whenever an Angel fund makes a new or fresh
investment in a separate entity (venture capital undertaking/startup), it shall not be less than INR 25 Lakhs. However pursuant to an initial
investment made in a venture capital undertaking/start-up, if the Fund is receiving any shares in another venture capital undertaking/start-

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up due to reasons such as restructuring and no new transaction of fresh investment is being made, then the requirement of minimum INR
25 Lakhs investment may not be applicable.

(iii) When does the obligation to file the revised term-sheet arise? Whether it arises with every minor change incorporated in the details of the
term sheet or with relevant material change? Further, is there any specific time period within which the revised term sheet can be filed?

SEBI response: As per para 15.3 of the Master Circular dated July 31, 2023 for Alternative Investment Funds: Angel funds may launch schemes
subject to filing of a Term Sheet in the format as specified in Annexure 15. Such Term Sheet shall contain material information regarding the
scheme. Such Term Sheet shall be filed with SEBI within ten days of launching the scheme. As per part C of Annexure 15 of the Master Circular
dated July 31, 2023, Angel Funds are required to submit details of only material changes in the term sheet in the prescribed format.

Considering that changes in term sheet are pursuant to change in terms of investment, Angel Funds are required to submit the (revised)
term sheet and material changes in the same, if any, as soon as the said change has happened and in any case, before making any investment
pursuant to the revised terms of investment

(iv) Can we create sub schemes under each existing Schemes which shall comply with all the AIF Regulations?

SEBI Response: As per paragraph 8(iv) of the Informal Guidance Scheme, SEBI may not respond to requests where the applicable legal provisions
are not cited by the applicant. Since the applicable legal provisions are not cited and the AIF Regulations do not have any reference to the
concept of ‘sub-schemes’, no response has been provided.

4. Prajana Advisors Private Limited, Investment Manager of Athena Alternative Investments Fund (“Athena AIF”) – Dec 14, 2023

(a) Background: Athena AIF is registered as a Category III AIF.

(b) Athena AIF query: Whether a Cat III AIF can invest in Mutual Funds on a permanent basis as a part of the multi asset portfolio?

(c) SEBI Response: Investment in Mutual Funds is not covered under permissible investments by a Category III AIF. However, in terms of Regulation
15(1)(f) of the AIF Regulations, un-invested portion of the investable funds and divestment proceeds pending distribution to investors of AIFs
(including Cat III AIFs) may be invested in liquid mutual funds or bank deposits or other liquid assets of higher quality such as Treasury bills, Triparty
Repo Dealing and Settlement, Commercial Papers, Certificates of Deposits, etc. till the deployment of funds as per the investment objective or the
distribution of the funds to investors as per the terms of the fund documents, as applicable.