FME Regulatory Intelligence, Learning & Practice · IFSCA (Fund Management) Regulations, 2025

Topic B of 6 · 10 terms

Fund structures

How are the different entities connected?

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1 · In one sentence

When a fund's investors (or its manager) also put money directly into the same company the fund is investing in.

2 · Think of it like thisThink of a friend who joins you in buying a bigger share of the same flat. The fund buys its share, and some of its investors buy an extra slice of the same deal directly or through a separate vehicle. That extra slice is the co-investment.

4 · A real-world example

The fund invests ₹50 crore in a company and two of its investors put in a further ₹20 crore alongside.

5 · Why it matters

Investors get more exposure to a deal they like, often at lower fees.

6 · How is it different from parallel fund?

Co-investmentInvestors join one specific deal
vs
Parallel fundA separate fund invests in all deals

Parallel funds are separate funds; co-investment is investors joining a specific deal.

7 · Regulatory meaning

SEBI has a framework for co-investment within the AIF structure (Master Circular for AIFs, Chapter 6).

8 · Explain it to someone else

Remember it this way: Co-investment = joining the fund in ONE deal.

An AIF invests ₹20 crore in a company and two of its investors put in another ₹10 crore in the same company through a co-investment scheme. The ₹10 crore is:

Plain-English explanations to aid understanding. Regulatory points cite their source; general finance concepts are explained as commonly used. Not legal or tax advice.

Prashant Kumar

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CS Prashant Kumar

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Prashant Kumar is a seasoned Company Secretary and corporate governance strategist with more than 13 years of experience advising large corporates, promoter-led groups and global businesses on compliance, regulatory risk and board governance. In GIFT IFSC, the IFSCA regime is his day job rather than a research topic.