May 05, 2026
24 min read
3D balance scale with a short arrow on one side and a long arrow on the other, illustrating Category III AIF strategies where returns depend on both market direction and fund structure.

Category III AIF in India: Tax, Leverage and the PMS Question

Category III AIFs have recorded the fastest growth among all three AIF categories. According to SEBI AIF Statistics (December 2025), Category III commitments reached Rs 3.11 lakh crore, up 43.3% year-on-year, compared to 16.1% for Category II and 15.5% for Category I in the same period. It is one of the largest AIF categories by fund and investor count, with the majority of HNI-facing AIF products operating in listed equity markets. It is also one of the most discussed and misunderstood categories in the AIF space.

The question most investors arrive with is not "what is Category III." It is: "My wealth manager has pitched me a Category III AIF. I already have a PMS. Is this actually different, or is it the same strategy in a more expensive wrapper?" This article answers that question with numbers, not generalities.

Category III is the only AIF category with leverage and derivative-based short exposure. It is also the only AIF category without pass-through tax treatment. These two facts define everything about the Category III decision for an HNI investor.

What Is a Category III AIF?

Under SEBI (Alternative Investment Funds) Regulations, 2012, Category III AIFs are funds that employ diverse or complex trading strategies and may use leverage through investment in listed or unlisted derivatives. They are the only AIF category explicitly permitted to use leverage for investment purposes.

In practice, a Category III AIF is a SEBI-registered pooled investment vehicle, structured as a trust in most Indian cases, that invests in listed and unlisted securities using strategies that go beyond long-only equity. The strategy may involve taking short positions, using derivatives for hedging or alpha generation, arbitrage across instruments, or private investment in listed companies.

What sets Category III apart

Leverage and derivative-based short exposure

Category III is the only AIF category designed for complex strategies including leverage (up to 2x NAV) and permitted derivative-based short exposure. These two capabilities define everything else about the category.

What Category III cannot do

Pass-through tax treatment

Category III does not have SEBI pass-through tax status under Section 115UB, which applies to Category I and II. Tax is settled at the fund level in most structures before investors receive distributions.


Key structural parameters

ParameterCategory III
StructureOpen-ended or close-ended (fund's choice; unique to Category III)
LeveragePermitted up to 2x NAV per SEBI circular CIR/IMD/DF/10/2013
Minimum investmentRs 1 crore (Rs 25 lakh for employees or directors of AIF or Manager)
Minimum corpus per schemeRs 20 crore
Sponsor commitment5% of corpus or Rs 10 crore, whichever is lower (higher than Category I and II)
Tax treatmentFund-level in most structures; no Section 115UB pass-through
Short exposurePermitted through approved instruments and derivatives within the fund mandate and SEBI limits
DerivativesPermitted for hedging and alpha generation
TDS on distributionsCategory III income is taxed at fund level before distribution. Section 194LBB (which applies to Category I and II pass-through distributions) does not apply in the same manner. TDS treatment should be verified from the fund's tax note and distribution statement.
The sponsor commitment requirement for Category III is 5% of corpus or Rs 10 crore, whichever is lower, higher than Category I and II (2.5% or Rs 5 crore). This reflects the greater complexity and investor protection requirement SEBI places on leveraged strategies.

The Four Category III Strategy Types

Category III covers a wide range of strategies. The differences between them are material, not cosmetic. An investor in a long-only equity AIF and an investor in a long-short fund are in fundamentally different products, despite both being Category III.

Long-only equity funds

Invest in listed equities using bottom-up stock selection. No short positions are taken. Derivatives may be used for hedging. The strategy is substantially similar to a PMS: concentrated, manager-driven, listed equity. The key structural difference from PMS is the pooled trust format rather than direct demat ownership. Well-known Category III long-only managers include Motilal Oswal, ASK, Alchemy, IIFL, Abakkus, and Sage One.

Long-short equity funds

Take simultaneous long and short positions in listed equities through permitted derivative instruments. The fund manager buys stocks expected to appreciate and sells stocks expected to decline. Net market exposure (long minus short) determines whether the fund is directional or market-neutral. A fund with 80% long and 20% short has 60% net long exposure. A fund with 50% long and 50% short is market-neutral. Leverage is commonly used within the 2x NAV ceiling. Well-known Category III long-short managers include Tata, Kotak, Avendus, IIFL, Edelweiss, and ITI.

Category III funds are not unrestricted hedge funds. They operate within SEBI's concentration limits, derivative exposure limits, and the 2x NAV leverage ceiling. The flexibility is meaningful but bounded by regulatory design.

Arbitrage and market-neutral funds

Exploit pricing inefficiencies between related instruments: cash-futures spreads, merger arbitrage, index rebalancing effects. Returns are lower and more consistent than directional strategies, with limited market correlation. The fund can generate positive returns regardless of broader market direction if the pricing inefficiency is captured correctly.

PIPE funds (Private Investment in Public Equity)

Invest in listed companies through privately negotiated placements at discounted prices, typically with a lock-in of six to twelve months. PIPE combines elements of private market access with listed company exposure. Returns depend on the discount at entry and the stock's performance after the lock-in expires. Risk includes being locked in during adverse market conditions.


Long-Only vs Long-Short: The Decision That Actually Matters

For most HNI investors being pitched a Category III AIF, the most important distinction is between long-only and long-short. This choice drives the tax analysis, the fee justification, and the comparison with PMS.

Long-only

Returns from stock appreciation

Returns come entirely from picking stocks that appreciate. The fund rises and falls with the market. Downside depends on position sizing. Strategy is replicable in a PMS structure with better post-tax outcomes for most investors.

Long-short

Returns from relative performance

Returns come from both appreciation of longs and depreciation of shorts. The fund can generate positive returns in falling markets if relative positioning is correct. Short-side skill is a distinct and harder-to-evaluate capability than long-side stock picking.

Important distinction: Long-short performance depends on two decisions being right simultaneously: the long picks and the short picks. A fund with a strong long book and a weak short book can underperform a comparable long-only PMS even in a falling market. Request at least three years of performance data with explicit attribution between the long book and short book before evaluating any long-short fund.

How Category III Taxation Works

Category III taxation is the single most important factor in the PMS vs Category III comparison for high-income investors. It is also the area with the most recent legal development.


The standard position

Category III AIFs do not have pass-through tax status under Section 115UB. In most trust structures, the fund pays tax on income before distributing returns to investors. Investors receive post-tax distributions and are not taxed again on the same income in India.

TDS note: Section 194LBB governs TDS on pass-through distributions for Category I and II AIFs. It does not apply to Category III distributions in the same manner, since income is already taxed at the fund level before distribution. TDS treatment and reporting for Category III investors should be verified from the fund's tax note and distribution statement.
MMR calculation: indeterminate trust structure (old regime)
Base tax rate30%
Surcharge at 37%11.1%
Health and education cessApprox. 1.644%
Effective MMR~42.744%
New tax regime note: For trusts taxed under the new tax regime, the surcharge is capped at 25%, bringing the effective rate to approximately 39% (30% base + 7.5% surcharge + 1.5% cess). The applicable rate depends on the trust's own tax computation and chosen regime, not the individual investor's personal regime selection. Verify from the fund's tax note.

The 2025 Delhi High Court ruling

In Equity Intelligence AIF Trust v. CBDT (2025: DHC: 6170-DB, July 29, 2025), the Delhi High Court held that a Category III AIF trust is not automatically indeterminate merely because investor names are absent from the original trust deed. If beneficiary interests are ascertainable through contribution agreements, KYC records, and SEBI-mandated registers, the trust is determinate.

The court read down CBDT Circular No. 13/2014, which had previously mandated investor names in the original trust deed as a prerequisite for determinate treatment. Where a Category III AIF trust is treated as determinate and income is eligible capital gains, the fund may be able to apply relevant capital gains rates instead of MMR. This depends on the fund documents, beneficiary identification, income characterisation, and current legal position. The ruling is from the Delhi High Court (not Supreme Court) and the tax department's appeal status should be confirmed with legal counsel before drawing conclusions about a specific fund's tax treatment.

What the ruling means in practice: Income characterised as business income, including many derivative and active trading gains, may still be taxed at MMR depending on the trust structure and tax computation. Where the trust is determinate and income is eligible capital gains, concessional rates may apply. The actual outcome depends on the fund's income characterisation, trust structure, and current legal position. Verify the tax note in the PPM and seek external legal opinion before drawing post-tax conclusions.


Determinate vs indeterminate: what to check

FactorDeterminate trustIndeterminate trust
Tax applicableConcessional rates on eligible capital gains; MMR on business incomeMMR on entire income (~42.744% old regime)
How to verifyCheck PPM tax note; request post-DHC ruling legal opinion from fund managerCheck whether fund has updated structure post July 2025 ruling

The Post-Tax Return Comparison: Category III AIF vs PMS

This is the calculation most investors do not run before investing. The numbers below are illustrative using verified FY 2025-26 tax parameters. They are not projections or return guarantees.

Illustrative only (not projections or return guarantees): Initial investment Rs 1 crore. Gross IRR 15% per annum for both vehicles. Holding period 3 years. Gain approximately Rs 52 lakh. Category III: indeterminate trust, all income at MMR. PMS: LTCG at effective rate including surcharge capped at 15% and cess (approx. 14.95% effective). Actual outcomes depend on fund structure, income characterisation, fees, trust status, and investor profile.
Illustrative: Category III AIF, indeterminate trust, business income at MMR
Gain over 3 years (approx.)Rs 52 lakh
Tax at fund level (MMR approx. 42.744%)Rs 22.23 lakh
Post-tax gainRs 29.77 lakh
Post-tax corpus after 3 years (approx.)~Rs 1.30 crore
Effective post-tax return (approx.)~9.1% per annum
Illustrative: PMS, LTCG including surcharge capped at 15% and cess (approx. 14.95% effective)
Gain over 3 years (approx.)Rs 52 lakh
Effective LTCG at approx. 14.95% (above Rs 1.25 lakh exemption)Rs 7.77 lakh
Post-tax gainRs 44.23 lakh
Post-tax corpus after 3 years (approx.)~Rs 1.442 crore
Effective post-tax return (approx.)~13.1% per annum
Under this simplified indeterminate trust/MMR illustration, the PMS investor keeps approximately Rs 14.46 lakh more than the Category III AIF investor. A Category III fund may need roughly 18-19% gross IRR to match a PMS delivering 15% gross IRR. The actual break-even point depends on fund fees, income characterisation, trust status, and investor tax profile.
When the comparison changes: Post the Delhi HC 2025 ruling, if the Category III trust is determinate and gains are classified as capital gains rather than business income, the tax differential narrows significantly. If the Category III fund uses leverage and delivers meaningfully higher gross returns, the equation shifts further. These nuances must be modelled using the specific fund's PPM tax note.

Comparison: Category III AIF vs PMS

FeatureCategory III AIFPMS
Minimum investmentRs 1 croreRs 50 lakh
OwnershipPooled trust; investor holds fund unitsDirect; securities in investor's own demat
Strategy rangeLong-only, long-short, arbitrage, derivatives, PIPEPrimarily long-only listed equity
LeverageUp to 2x NAV (permitted)Not applicable
Short exposurePermitted via derivatives within stated strategy mandateNot permitted
LiquidityOpen-ended: periodic redemption windows; close-ended: fund termsGenerally aligned with exchange trading hours
TransparencyPeriodic NAV and fund reportsReal-time portfolio visibility in demat
Tax on equity gainsFund-level (MMR for business income; concessional for capital gains in determinate trust)Investor-level LTCG 12.5% or STCG 20%
Management fee deductibilityNot available to investorsA debated and litigated tax position; confirm with CA before assuming this benefit
Better suited whenLong-short, absolute return, market-neutral, derivative-linked strategiesLong-only listed equity with direct ownership preference
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The key conclusion: PMS is often more tax-efficient for pure long-only listed equity strategies, especially where the Category III AIF is taxed at fund-level MMR. Category III adds genuine value when the strategy involves derivative-based short exposure, leverage, or market-neutral positioning: capabilities that PMS structurally cannot replicate. For a long-only Category III AIF running an identical strategy to an existing PMS and taxed at MMR, the post-tax case for the AIF is weak in most scenarios.


Leverage in Category III: What 2x NAV Actually Means

The 2x NAV leverage limit means the fund can take gross investment exposure of up to twice its net asset value. If the fund has Rs 100 crore in NAV, it can hold positions worth up to Rs 200 crore in aggregate.


How leverage works and amplifies losses

A Rs 100 crore fund operating at 2x leverage might hold Rs 120 crore in long positions and Rs 80 crore in short positions. Gross exposure is Rs 200 crore (the SEBI limit). Net exposure is Rs 40 crore long.

Worked example: If the long book falls 10% and the short book rises 10%, the fund loses Rs 12 crore on longs and Rs 8 crore on shorts: a total loss of Rs 20 crore on Rs 100 crore NAV. That is a 20% drawdown on a notional 10% adverse market move. Leverage doubles the impact in both directions.

What to verify about leverage before investing

  • Maximum gross leverage permitted and how it is calculated
  • Margin and collateral management policy
  • Automatic deleveraging or stop-loss thresholds
  • Whether leverage has ever been fully utilised and what the outcome was
  • How quickly the fund can reduce leverage in stressed market conditions

Category III-Specific PPM Checklist

The AIF Beginner's Guide covers the general PPM checklist. Category III warrants additional scrutiny on specific points that are unique to leveraged and complex strategies.

Investment mandate: long-only, long-short, market-neutral, or combination?
Maximum gross leverage permitted and how it is measured
Margin and collateral management policy
Automatic deleveraging or hard stop-loss rules
Redemption policy: notice period, liquidity gates, side pockets
NAV reporting frequency: daily, weekly, or monthly?
Performance attribution: long book vs short book separately
Derivatives policy: hedging only or alpha generation?
Tax note: income characterised as business income or capital gains?
Trust structure: determinate or indeterminate? (post-Delhi HC 2025)
Carry structure: percentage, hurdle rate, and high watermark policy
Sponsor's committed capital and lock-in duration

Who Category III Is Actually Suitable For

Category III is not a universal upgrade from PMS or mutual funds. It suits a specific investor profile, and that profile has a financial floor below which the product is unlikely to be the right first alternative investment.

Investor situationCategory III fitKey consideration
Strong core portfolio in place (equity, MF, PMS, fixed income)Good fit as satellite allocationCategory III works as an addition, not a foundation
Wants long-short, market-neutral, or absolute return exposureStrong fitThese strategies are not available in PMS
Highest income bracket; tax-sensitiveConditional fitCategory III fund must deliver 3-4% gross premium over PMS just to break even post-tax at MMR
Wants long-only equity strategyWeak fitPMS is typically more tax-efficient for the same strategy
Making first AIF allocationNot recommended as first stepCategory II (private equity or private credit) offers clearer mandate, no leverage, pass-through taxation
May need capital within 1-2 yearsWeak fitOpen-ended funds have redemption windows; close-ended funds lock capital for full tenure
Category III is generally not the right starting point for investors making their first alternative investment. For a first AIF allocation, Category II private equity or private credit typically offers a clearer mandate, no leverage, pass-through taxation, and a more straightforward risk-return framework. Category III earns its place as a portfolio addition, not a portfolio foundation.

Questions to Ask a Category III Fund Manager

These go beyond the generic checklist. They separate managers with a clear, repeatable process from those with a compelling performance narrative.

?
Long vs short book attribution
What percentage of returns came from the long book vs the short book? Has the short book ever cost the fund significantly in a calendar year?
?
Short position sizing
How are short positions sized? What is the maximum single-stock short as a percentage of NAV?
?
Redemption during market stress
What happens to redemptions when short positions are moving against the fund during a market dislocation?
?
Income characterisation
Is income characterised as business income or capital gains in the tax note? Has this been confirmed by external counsel post the July 2025 Delhi HC ruling?
?
Net vs gross IRR
What is the net IRR after management fees and carry? Can you show the net IRR at each fee and hurdle scenario?
?
Leverage utilisation history
Has the fund ever triggered its deleveraging policy? What was the sequence of events and the outcome for investors?
?
High watermark policy
Does carry reset after a drawdown? Is the high watermark applied consistently across all share classes?

Common Mistakes Category III Investors Make

Comparing gross IRR without modelling tax dragA Category III fund at 18% gross versus a PMS at 15% gross appears attractive. Post-tax in an indeterminate trust structure, the PMS investor may end up with more money. Always model post-tax, post-fee returns.
Investing in a long-only Category III with an identical PMS strategyIf the strategy is the same, the PMS is almost always the more tax-efficient vehicle. Category III long-only only adds value when the fund does something a PMS cannot.
Not verifying the trust structure post-DHC rulingAfter the July 2025 Delhi HC ruling, the tax outcome depends on whether the trust is determinate or indeterminate. Investors who assume MMR always applies may under-estimate returns. Those who assume concessional rates always apply may over-estimate them.
Not understanding leverage policy before a drawdownLeverage amplifies both gains and losses. An investor who knows the fund is 2x levered but has not read the margin call and deleveraging policy may be surprised by drawdown magnitude in adverse conditions.
Treating open-ended structure as equivalent to daily liquidityOpen-ended Category III funds offer periodic redemption windows, not daily exit. During market stress, liquidity gates may restrict redemption. Verify the exact redemption policy in the PPM.
Ignoring the PMS fee deductibility questionWhether PMS fees are deductible against capital gains is a debated and litigated tax position in India, with varied ITAT rulings. This should not be assumed without CA review. Category III AIF investors generally do not get a direct investor-level deduction for fund management fees in the same way, since fees are borne inside the pooled fund structure. This asymmetry should be factored in when comparing the two vehicles.
Evaluating on 1-year return dataCategory III long-short funds require a full market cycle to evaluate. A fund showing 40% returns in a bull year from the long book alone is not demonstrating short-side capability. Request three-year data with explicit long/short attribution.
Not confirming the high watermark policyIf the fund suffers a 20% drawdown and recovers 25%, the carry structure determines whether performance fees are charged on the recovery. Confirm the high watermark applies consistently and is documented in the PPM, not just described verbally.

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Key Takeaways

  • Category III is one of the largest AIF categories by fund and investor count, with commitments of Rs 3.11 lakh crore as of December 2025, growing 43.3% year-on-year per SEBI data.
  • Category III is the only AIF category designed for complex trading strategies, including permitted derivative-based short exposure and leverage within SEBI limits. These capabilities are genuinely unavailable in PMS.
  • The four main strategies are long-only equity, long-short equity, arbitrage/market-neutral, and PIPE. The most material distinction for investors is between long-only and long-short.
  • Category III taxation is at the fund level in most structures. For indeterminate trusts, MMR of approximately 42.744% applies. The July 2025 Delhi HC ruling (Equity Intelligence AIF Trust v. CBDT) clarified that determinate trusts may be taxed at concessional rates on eligible capital gains income.
  • On identical 15% gross IRR over 3 years, a PMS investor keeps approximately Rs 14.46 lakh more than a Category III investor in an indeterminate trust. The Category III fund needs roughly 18-19% gross IRR to match the PMS post-tax outcome at 15% gross, under simplified MMR assumptions.
  • PMS is often more tax-efficient for pure long-only listed equity strategies, especially where the Category III AIF is taxed at fund-level MMR. Category III adds genuine value when the strategy involves derivative-based short exposure, leverage, or market-neutral positioning that PMS cannot replicate.
  • Before investing, verify the trust structure (determinate vs indeterminate), the leverage policy and deleveraging rules, the redemption terms, the long/short performance attribution, and the carry and high watermark structure.

FAQs

1. What is Category III AIF in India?

Category III AIFs are SEBI-registered funds that employ complex or diverse trading strategies, including leverage and derivatives, in listed and unlisted securities. They are the only AIF category permitted to use leverage for investment purposes (up to 2x NAV) and to deploy permitted derivative-based short exposure. Common strategies include long-only equity, long-short equity, arbitrage, and PIPE (Private Investment in Public Equity).


2. How is Category III AIF taxed in India?

Category III AIFs do not have pass-through tax status under Section 115UB. In most trust structures, the fund pays tax on income before distributing returns to investors. For indeterminate trusts, the Maximum Marginal Rate (approximately 42.744% under the old regime) applies on the entire income. Following the July 2025 Delhi High Court ruling in Equity Intelligence AIF Trust v. CBDT, where a trust is treated as determinate and income is eligible capital gains, concessional rates may apply instead of MMR. This depends on fund documents, income characterisation, and current legal position. The ruling is from the Delhi HC, not the Supreme Court. Investors should verify the trust structure and income characterisation in the PPM's tax note and seek external legal opinion.


3. What is the difference between Category III AIF and PMS?

PMS holds securities directly in the investor's demat account, has a minimum of Rs 50 lakh, taxes gains at the investor level (LTCG 12.5% or STCG 20% for listed equity), and is limited to long-only strategies. Category III AIF pools capital in a trust structure, has a minimum of Rs 1 crore, is taxed at the fund level in most structures, and can use leverage and deploy permitted derivative-based short exposure. PMS is often more tax-efficient for pure long-only listed equity strategies, especially where the Category III AIF is taxed at fund-level MMR. Category III adds value when the strategy genuinely requires derivative-linked strategies, leverage, or market-neutral positioning.


4. Can Category III AIF use leverage?

Yes. Category III AIFs are the only AIF category permitted to use leverage for investment purposes, up to 2x NAV per SEBI circular CIR/IMD/DF/10/2013. Derivative-based short exposure is also permitted. Category I and II AIFs cannot use leverage for investment, only for day-to-day operational needs. Leverage amplifies both gains and losses; investors should verify the fund's leverage policy and deleveraging thresholds in the PPM.


5. What is the difference between long-only and long-short Category III AIF?

A long-only Category III AIF invests only in stocks expected to appreciate, with no short positions. The strategy is substantially similar to a PMS. A long-short Category III AIF takes simultaneous long and short positions through permitted derivative instruments, seeking to profit from the appreciation of long holdings and the depreciation of short positions. Long-short funds can generate positive returns in falling markets if relative positioning is correct. Short-side skill is harder to evaluate than long-side stock picking and requires separate attribution analysis.


6. Should I invest in Category III AIF or PMS for equity exposure?

For pure long-only listed equity exposure, PMS is often more tax-efficient, especially where the Category III AIF is taxed at fund-level MMR. For long-short strategies, market-neutral strategies, or derivative-linked approaches, Category III offers capabilities that PMS cannot replicate. The decision depends on the specific strategy, the fund's trust structure and tax note, and the investor's income bracket and existing portfolio. Please consult a SEBI-registered investment adviser before making any allocation decision.


7. What is the minimum investment in Category III AIF?

The minimum investment for a standard investor in a Category III AIF is Rs 1 crore per scheme. Employees or directors of the AIF or its Manager can invest with a minimum of Rs 25 lakh. Accredited investors meeting SEBI's income or net worth criteria may have flexibility depending on fund terms. Each scheme requires a minimum corpus of Rs 20 crore.


8. What is the MMR tax rate for Category III AIF?

The Maximum Marginal Rate (MMR) applicable to indeterminate trust structures is approximately 42.744% under the old tax regime: 30% base rate plus 37% surcharge plus 4% health and education cess. This applies to the entire income of an indeterminate trust. For determinate trusts post the July 2025 Delhi HC ruling, concessional rates may apply on eligible capital gains income. Business income, including many derivative and active trading gains, may still be taxed at MMR depending on the trust structure and tax computation.


9. Is Category III AIF suitable for first-time AIF investors?

Category III may not be the right first AIF allocation for many investors. The complexity of leverage, complex strategies, fund-level taxation, and liquidity risk typically warrants a Category II allocation (private equity or private credit) as a first AIF investment. Category III is better suited as a satellite allocation within a portfolio that already has a strong core of listed equity, mutual funds, PMS, and fixed income.


10. Do investors face double taxation in Category III AIF?

No. Investors in Category III AIFs receive post-tax distributions and are not taxed again on the same income in India. The fund pays tax at the applicable rate before distributing. Section 194LBB, which governs TDS on pass-through distributions for Category I and II AIFs, does not apply to Category III distributions in the same manner since income is already taxed at the fund level. TDS treatment and reporting should be verified from the fund's tax note and distribution statement. NRI investors should verify DTAA applicability with their CA before distribution.


Disclaimer: This article is for educational purposes only. It does not constitute investment advice, tax advice, legal advice, a recommendation, or an offer to buy or sell any securities or financial instruments. Tax calculations are illustrative using FY 2025-26 parameters and are not projections or guarantees of return. The Delhi High Court ruling referenced (Equity Intelligence AIF Trust v. CBDT, 2025: DHC: 6170-DB) is stated for informational purposes; tax treatment depends on specific fund structure and professional legal opinion. AIF investments are subject to market risks, illiquidity, and significant lock-in periods. Please consult a qualified Chartered Accountant and a SEBI-registered investment adviser before making any investment decision.

Published At: May 05, 2026 07:50 am
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