Select Page


What is an Angel Fund?

Angel funds is a sub-category of venture capital fund under Category I AIFs which was introduced by SEBI in 2013 to boost entrepreneurship for financing small start-ups.

Is SV registered with SEBI as an Angel Fund?

Yes, SV recently got its license from SEBI to launch a Cat-I Angel Fund. More details in press release.

Who is an Angel Investor?

“Angel investor” means any person who proposes to invest in an angel fund and satisfies one of the following conditions, namely,

(a) an individual investor who has net tangible assets of at least two crore rupees excluding value of his principal residence, and who:

(i) has early stage investment experience, or

(ii) has experience as a serial entrepreneur, or

(iii) is a senior management professional with at least ten years of experience; 

(b) a body corporate with a net worth of at least ten crore rupees; or

(c) an AIF registered under these regulations or a VCF registered under the SEBI (Venture Capital Funds) Regulations, 1996. Angel funds shall accept, up to a maximum period of 3 years, an investment of not less than `25 lakh from an angel investor.

Who is the sponsor of Angel Fund? What are its roles?
Sponsor entity of fund is Nucleus We Advisors LLP.
The Sponsor must invest either 2.5% of the Corpus or a maximum of Rs. 50,00,000 in the Fund, as mandated by regulations. The Sponsor is obligated to maintain this investment and ensure compliance with regulations. Moreover, the Sponsor assumes responsibility for all activities and obligations stipulated by regulations.
Who is the Investment Manager? What are its roles?

Nucleus AAR Advisors LLP is the Investment Manager of fund.

Roles: The Investment Manager has signed an agreement with the Trustee to oversee the Fund/Investment Scheme, operating within delegated powers and complying with relevant laws. Additionally, the Investment Manager is tasked with managing the Fund/Investment Scheme’s investment program.

Who is the Trustee of the Fund? What are its role?

Mitcon Credentia Trusteeship Services Limited.

1. The Trustee, upon executing the Indenture, will establish an Investment Management Agreement entrusting the Investment Manager with full authority under the Indenture, in line with legal requirements.
2. The Trustee is obligated to act diligently to safeguard the Contributors’ interests and advance the Trust’s interests. It has the authority to monitor the Investment Manager’s transactions for compliance with Trust Documents and Applicable Laws.
3. The Trustee holds and manages the Trust Fund in the Trust’s name, operating necessary accounts. It mandates the Investment Manager to maintain accurate financial records, file requisite reports with regulatory authorities, including SEBI, and keep the Trust Fund separate from its assets. Additionally, each Scheme’s assets and liabilities remain isolated from other Schemes and the Trust’s assets and liabilities.
What is total life of the fund?

Fund got its license on Aug 28, 2023. Fund’s life is 20 years.

What is the target corpus of the Fund?
The target corpus is INR 250 Cr and the green shoe option of INR 250 Cr is available.
What is the minimum capital commitment to be made by the investor?
According to the SEBI Regulations, the minimum capital commitment from each contributor shall be INR 25 Lacs. This shall be completed by investor within 5 years from the date of signing contribution agreement.
What happens if minimum capital commitment is not fulfilled by investor?
As per SEBI, each investor must fulfil the condition of investing minimum INR 25 Lacs over the period of 5 years. SV ensures that investors gets the best opportunities available to invest with a steady flow. Still if the investor fails to invest, there is no specific penalty levied by Investment Manager. Notwithstanding, penalties of defaulting contributor shall be applicable.
Who is defaulting contributor?

Investor who fail to transfer the drawdown amount within 15 business days from the drawdown notice is termed as defaulting contributor.

IM can provide a 15 days grace period to the investor. 

Defaulting investor can correct the delay by transferring the capital commitment within 15 days from end of grace period with an additional defaulting contribution at 10% p.a interest calculated on daily basis.

However, it must be noted that the Investment Manager has the absolute discretion to waive off the defaulting contribution..

What will be the total number of drawdowns?

During signing of contribution agreement, investor need to transfer upfront drawdown of minimum 20% of the total commitment to the fund. Rest of the drawdowns shall be made as and when investor commits in a scheme of startup.

What are the fees charged by the fund?

Management Fee : 2% of Capital Contribution to be paid with each drawdown.

Setup Fee : Waived off

Annual Operating Fee : Waived off

Carry : Carry shall be decided deal to deal basis. Generally it shall be 10%.


Is there any hurdle rate or catchup applied by fund?

No, fund doesn’t intend to keep any hurdle rate or catchup in the fund.

Who makes decision related to investor's commitment?

Any investment made by the fund shall be done only with prior consent of the investor. SV shall get a confirmation from investor through an electronic mode suitable of tracking such as email/form/whatsapp.

What are the focused sectors for investment?

Fund has have no biasness to any sectors thus Agnostic.

What is the amount fund can invest in each startup?

1. The fund’s investment in any investee company must be between INR 25 lacs and INR 10 Cr.

2. The Fund shall not invest more than 25% of the total investments under all its schemes in one investee company.

What are the investment restrictions on Fund?

The Fund is authorized to invest in private limited companies, partnership firms, or limited liability partnerships in India if they meet the startup criteria outlined by the Department of Promotion of Industry and Internal Trade, Ministry of Commerce and Industry, Government of India. These criteria, defined in a February 19, 2019, notification, or subsequent central government policies, include:

– Being within ten years of incorporation.

– Having an annual turnover below one hundred crore rupees since incorporation.

– Not being associated with industrial groups with turnovers exceeding 300 crore rupees.

Avoiding family connections with angel investors.

When can the fund exit from a Startup?
Investment by Fund in the portfolio entity shall be locked-in for a period of one year. Post which exit can be taken by fund whenever available. Decision of exit is taken by holders of majority contribution in a scheme.


What is the face value of units allocated by the fund to investors?
INR 100 
What are the various classes of units in the Fund?

There are a total of 4 classes of units namely Class A, B,C and D.

Class A units are the units which shall be issued to Angel Investors.

Class B units are the units which will be issued to the Investment Manager/Sponsor, and/or its affiliates or group companies or such person as may be decided by the Investment Manager.

Class C units are the units that will be issued to the employees of the Investment Manager and/or to employee welfare trust or such other person as may be decided by the Investment Manager.

Class D units shall be the contributors who are of strategic importance to the fund or the Investment Scheme.

Page No. 8 of PPM

What kind of reports does the investor gets?

SV shall share annual statement of account with all its investors. SV also shares monthly/quarterly reports of its portfolio startups with the investors part of the scheme. Investor update calls are been organised with the founder to share live updates about the working of the startup. SV assigns a Deal Runner who is always available to provide information to investor on demand basis.

Is investor allowed to transfer/withdraw the units?
The contributors are not permitted to withdraw from the fund and neither they are permitted to transfer/pledge any of their units, rights, interests, or capital commitment without prior permission from the investment manager.
What are the valuation requirements of fund?
Fund shall get valuations of all its investments done in every 12 Months.
How taxation is levied on Fund and Investors?
All the income earned by fund would be taxable on a pass-through basis in the hands of the investor as if the investors made the investments directly.
Investor is advised to consult with their tax consultant in relation to tax implications.