Minimum number of Investors
Regulation 44
Minimum number of Investors
IFSCA (Fund Management) Regulations, 2025No change in 2026Chapter III · Schemes for Fund Management
Chapter III · Schemes for Fund Management
Regulation 44 – Minimum number of Investors
High importance about 3 min
Retail schemes: Launch process, investor protection, concentration limits and disclosure for retail schemes.
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In plain English
A ">Retail scheme must have at least 20 investors, with no single investor holding more than 25%, and must achieve this within 6 months of the offer closing.
In plain English
≥20 investors; no single investor >25%; within 6 months of offer close
Retail scheme — investor floor / concentration
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The rule, in its own words
Read the exact text of Regulation 44
44. Retail schemes shall have at least twenty (20) investors with no single investor investing more than twenty-five per cent. (25%) in a scheme and shall ensure compliance with this requirement within a maximum period of six (6) months from the closure of the offer.
Statutory text — Principal Regulations, 2025 (as amended to 30 January 2026), consolidated where amended. The notified Gazette text prevails. Tap a highlighted word for how it functions.
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What this means in practice
Practical effect
The 20-investor floor and 25% cap protect against a 'retail' scheme that is really one or two large holders.Compliance actions
- Applies to
- Retail scheme
- Frequency
- Within 6 months of offer closure, then ongoing
- Evidence
- Investor register showing count and holding percentages
Common mistake
Launching and not reaching 20 investors within the six-month window.4
The numbers that matter
| Requirement | Threshold | On crossing |
|---|---|---|
| Retail scheme — investor floor / concentration | ≥20 investors; no single investor >25%; within 6 months of offer close | Must achieve within 6 months of offer closure |
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Where it connects
Read alongside
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Check yourself
Quiz Centre
Test yourself on Regulation 44
5 questions in the unified bank test this regulation. Each explains every option and cites the provision.
A retail scheme must have at least how many investors, with what single-investor cap, and by when?
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Your notes
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