Disclosures & Risk

1. Fund information

2. Regulatory status

The Fund is registered with the Securities and Exchange Board of India (SEBI) under the SEBI (Alternative Investment Funds) Regulations, 2012, as amended (the "AIF Regulations"). SEBI registration does not constitute approval, endorsement, or guarantee of the Fund or its returns. SEBI does not vet the merits of any investment, and prospective investors should not rely on registration as a recommendation.

3. Investor suitability

Under the SEBI (Alternative Investment Funds) (Second Amendment) Regulations, 2025, an angel fund accepts contributions from Accredited Investors, as defined in Regulation 2(1)(ab) of the AIF Regulations, who hold a valid accreditation certificate issued by a SEBI-recognised accreditation agency. The financial criteria are:

• Individuals, Hindu Undivided Families, family trusts and sole proprietorships — annual income of at least ₹2 crore; or net worth of at least ₹7.5 crore, of which at least ₹3.75 crore is in financial assets; or annual income of at least ₹1 crore together with net worth of at least ₹5 crore, of which at least ₹2.5 crore is in financial assets. Net worth excludes the value of the primary residence.
• Spouses applying jointly — the same tests, applied to their combined income and net worth; the certificate is issued to them jointly.
• Partnership firms — each partner must independently meet the criteria for individuals.
• Body corporates and trusts other than family trusts — net worth of at least ₹50 crore.

Transition period. As an angel fund registered on or before 10 September 2025, the Fund may, until 31 March 2027, also accept contributions from investors who are not accredited but meet the angel investor criteria that applied before the 2025 amendment, subject to SEBI’s limit of 200 non-accredited investors (SEBI circular SEBI/HO/AFD/AFD-POD-1/P/CIR/2025/128 of 10 September 2025, as extended by circular HO/19/34/11(7)2025-AFD-POD1/I/20626/2026 of 7 September 2026). Those criteria are:

• An individual with net tangible assets of at least ₹2 crore (excluding the value of the principal residence), and either (a) early-stage investment experience, (b) experience as a serial entrepreneur, or (c) at least ten years of senior management experience; or
• A body corporate with a net worth of at least ₹10 crore; or
• An AIF or VCF registered under the AIF Regulations.

From 1 April 2027, the Fund will accept new contributions only from Accredited Investors. Investments already made are not affected.

You will be asked to declare and evidence your eligibility during onboarding. The Investment Manager may decline or revoke access at its discretion. Details of accreditation, including how to apply, are on our Investor Accreditation site.

4. Principal risk factors

4.1 Loss of capital

Startup investments are speculative and illiquid. A material proportion of investee companies may fail or write down to zero. You should be prepared to lose the entire amount of any commitment.

4.2 Illiquidity

Units in the Fund are not listed and cannot be readily traded. Investors should expect to hold their commitments for several years until exit events occur (acquisition, secondary, or IPO).

4.3 Concentration

The Fund invests in a concentrated portfolio of early-stage startups. Returns may be driven by a small number of holdings, and adverse outcomes for a few investments may materially affect overall performance.

4.4 Valuation

Unlisted securities are valued using methodologies that involve significant judgement. Reported valuations may not be realisable on an actual exit and may change materially.

4.5 Regulatory and tax change

Changes in SEBI AIF Regulations, the Income-tax Act, the DPDP Act, or related rules may affect Fund operations, investor returns, and disclosure obligations.

4.6 Operational and key-person risk

The Fund relies on the Investment Manager's team. The departure or unavailability of key personnel may adversely affect deal sourcing, diligence, and portfolio management.

4.7 Currency, inflation and macro

Macroeconomic conditions, interest-rate cycles, inflation, and currency movements may negatively affect the value of investee companies and your real returns.

4.8 Conflicts of interest

The Investment Manager and its affiliates may have other business interests. See Section 6.

4.9 Cybersecurity and data

Despite the Platform's security controls, no system is impenetrable. A cyber incident could result in unauthorised access to investor data or temporary unavailability of services.

4.10 Forward-looking statements

Any forward-looking statements made on the Platform, in pitch calls, or in deal memos are based on assumptions and judgements that may prove inaccurate. They are not guarantees of future performance.

5. Fees, expenses & carry

Standard fee schedule for the Fund:

• Admin fee and carry: set per deal and shown on each deal page before you commit, and confirmed in your Contribution Agreement.
• Fund expenses: Trustee fees, audit, legal, custodian, and similar fund-level costs are borne by the Fund and disclosed in periodic statements.

The Contribution Agreement and Scheme Appendix issued for each scheme set out the binding fee terms applicable to your commitment.

6. Conflicts of interest

The Investment Manager, its partners, and affiliates may invest in or advise other ventures, including those that compete with or transact with Fund portfolio companies. The Investment Manager has adopted a conflicts policy that requires:

• Disclosure of material conflicts before any deal is presented to investors.
• Exclusion of conflicted personnel from investment-committee decisions on the affected deal.
• Pari-passu treatment of all investors in the same scheme.

7. Tax considerations

Tax treatment of investments in a Category I AIF is set out in the Income-tax Act, 1961. The Fund obtains pass-through status for the relevant income categories, and individual tax outcomes depend on each investor's own tax position. This Platform does not provide tax advice. Please consult your tax adviser.

8. Anti-money-laundering

The Fund and the Investment Manager are subject to the Prevention of Money Laundering Act, 2002 (PMLA) and SEBI's AML guidelines. We collect KYC and source-of-funds documentation, screen against sanctions and politically-exposed-person lists, and report to FIU-IND as required. Suspicious or non-cooperative accounts may be frozen or terminated without notice.

9. Valuation & reporting

The Fund's net asset value (NAV) is determined at least annually. Investors receive periodic statements and an annual report. Deals are reflected on your portfolio dashboard with current status (KYC → agreement → drawdown → payment → units → certificate). Past valuations and returns are not indicative of future outcomes.

10. Where to read more

Before you commit, please read:

• The Fund's Private Placement Memorandum (PPM), Contribution Agreement, and Scheme Appendix — provided to you on the Platform.
• Our Terms of Use and Privacy Policy.
• SEBI's investor education site — investor.sebi.gov.in (opens in new tab).

Questions? Email legal@soonicornventures.com.