Circular: https://ifsca.gov.in/CommonDirect/GetFileView?id=d575554ec59b09e7fde503d3a895a672&fileName=Circular_on_Specification_of_Certification_Course_for_KMPs___Employees_20260401_0543.pdf&TitleName=Legal

🔍 What the circular says:
All Key Managerial Personnel (KMPs) and employees involved in core fund management activities must complete the certification:
👉 “Regulatory Framework for Fund Management in IFSC: AIFs and Retail Schemes”
(offered by The Institute of Company Secretaries of India)

⏱ Deadline: September 30, 2026

📌 Key implications for FMEs:

• Mandatory certification for core fund management teams

• Ongoing responsibility to maintain eligibility criteria under FM Regulations, 2025

• Strong push toward regulatory readiness and standardised expertise

📈 Ecosystem impact:
Even trustees, intermediaries, and fund administrators in GIFT IFSC are encouraged to undertake this certification—raising overall governance standards.

Introduction

The Securities and Exchange Board of India (SEBI), in its board meeting held on 23rd March 2026, introduced a series of regulatory changes aimed at improving ease of doing business, enhancing operational flexibility, and strengthening governance across market participants.

For Alternative Investment Funds (AIFs), this meeting brings one of the most practical and long-awaited reforms—particularly around fund wind-down and compliance burden reduction.

This article breaks down the key decisions and what they mean for AIF managers, investors, and fund administrators.

1. Flexibility in AIF Wind-Up & Introduction of “Inoperative Funds”

One of the most significant changes relates to AIF lifecycle management, especially at the time of fund closure.

What was the issue earlier?

Under existing regulations, AIFs were required to:

• Fully distribute all proceeds to investors

• Maintain zero bank balance

• Only then apply for surrender of registration

Even minor pending items such as:

• Tax liabilities

• Litigation matters

• Residual expenses

…would force the fund to remain active and continue full compliance.

What has changed now?

SEBI has introduced flexibility allowing AIFs to retain funds beyond their tenure, subject to specific conditions:

• Presence of litigation or tax notice

• Approval from 75% of investors (by value)

• Retention for operational expenses (up to 3 years)

Introduction of “Inoperative AIF”

A new category has been introduced:

👉 “Inoperative Fund”

This applies to AIFs that:

• Have completed investment activity

• Are pending final closure due to residual matters

💡 Key Benefits:

• No periodic regulatory filings

• No PPM updates

• No benchmarking requirements

• Significant reduction in compliance burden

Practical Impact

This is a major ease-of-doing-business reform, especially for:

• Mature AIF funds nearing closure

• Funds dealing with tax or litigation holdbacks

• Managers trying to reduce unnecessary compliance costs

2. Net Settlement for FPIs

SEBI has permitted net settlement of funds for Foreign Portfolio Investors (FPIs) in the cash market.

🔍 What does this mean?

Instead of settling buy and sell transactions separately (gross basis), FPIs can now:

👉 Offset transactions within the same settlement cycle

Example:

• Buy ₹100 Cr of Stock A

• Sell ₹100 Cr of Stock B

➡️ Only net obligation applies (no need to fund both legs)

🚀 Impact:

• Reduced funding costs

• Lower FX exposure

• Improved operational efficiency

📅 Implementation expected by December 31, 2026

🌱 3. Boost to Social Impact Funds (SIF)

In a move to promote retail participation:

✅ Minimum investment reduced:

• From ₹2,00,000 → ₹1,000

💡 Why this matters:

• Opens AIF-linked structures to retail investors

• Strengthens the Social Stock Exchange ecosystem

• Aligns with broader financial inclusion goals

4. Ease of Doing Business for InvITs & REITs

SEBI has also introduced several operational relaxations:

Key Highlights:

• Continued holding of SPVs post project completion

• Expanded investment options for liquid funds

• Greenfield investments allowed (up to 10% for private InvITs)

• Increased borrowing flexibility

5. Changes to “Fit & Proper Person” Criteria

SEBI has refined eligibility criteria for intermediaries:

Key Updates:

• FIR or complaint alone will not disqualify a person

• Disqualification now tied more closely to convictions

• Show cause restrictions reduced from 1 year to 6 months

• Mandatory disclosures introduced

6. Strengthening SEBI’s Internal Governance

SEBI has also approved reforms related to its own governance:

• Stricter conflict-of-interest disclosures

• Investment restrictions on officials

• Creation of a digital ethics and compliance system

• Establishment of an Office of Ethics and Compliance (OEC)

Conclusion

The March 2026 SEBI Board Meeting signals a clear regulatory direction:

🔑 Key Themes:

• ✅ Reduced compliance burden for inactive funds

• ✅ Greater operational flexibility

• ✅ Increased retail participation

• ✅ Stronger governance and transparency

Final Takeaway for AIF Managers

The introduction of “Inoperative Funds” and flexibility in fund wind-down is a game-changing reform.

It allows fund managers to:

• Close funds more efficiently

• Avoid unnecessary compliance costs

• Manage residual liabilities without regulatory friction

The amendment aims to address practical challenges faced by regulated entities (REs) while complying with the cybersecurity framework issued in 2025. The authority has now introduced temporary exemptions and compliance relaxations for certain categories of entities operating within the International Financial Services Centre (IFSC).

Background of the Cyber Security Circular

In March 2025, IFSCA introduced a comprehensive Cyber Security and Cyber Resilience framework for regulated entities operating in IFSCs. The framework required entities to implement strong cybersecurity governance, appoint security officers, and conduct regular cybersecurity audits.

Following feedback from industry participants regarding operational challenges, the regulator has now revised specific provisions to ease compliance for smaller or structurally dependent entities.

Three-Year Exemption for Certain Regulated Entities

IFSCA has granted a three-year exemption from certain cybersecurity requirements to the following categories of regulated entities:

• Branches of regulated Indian or foreign entities

• Entities that provide services only to their group entities, such as Global In-House Centres (GICs)

• Regulated entities with fewer than 10 employees

This exemption aims to reduce compliance burdens on entities that already rely on cybersecurity frameworks implemented by their parent organizations.

Compliance Conditions During the Exemption Period

Even though these entities are exempt from the full cybersecurity framework, they must still comply with several minimum safeguards:

1. The regulated entity must adopt the cybersecurity framework and information security policy of its parent entity.

2. The Chief Information Security Officer (CISO) of the parent entity will act as the Designated Officer for the IFSC entity.

3. The parent entity must be regulated by a competent regulator or government authority in its home jurisdiction.

4. The Designated Officer must certify annually that necessary cybersecurity systems and processes are in place.

5. The certification must be submitted to IFSCA within 90 days after the end of each financial year.

6. The regulated entity must submit an annual cybersecurity audit report to IFSCA.

These safeguards ensure that cybersecurity governance remains in place even during the exemption period.

Additional Entities Eligible for Exemption

The circular also introduces a new category of entities eligible for the three-year exemption:

• Foreign universities established in IFSC

• Newly incorporated standalone entities in IFSC without a parent organisation

• Credit Rating Agencies

However, these entities must still implement adequate cybersecurity measures proportionate to their risk exposure and submit an annual certification confirming the same to IFSCA.

Regulatory Authority and Effective Date

The circular has been issued under Sections 12 and 13 of the International Financial Services Centres Authority Act, 2019, which empower IFSCA to regulate financial services in IFSCs.

The amendments come into effect immediately.

Implications for IFSC Regulated Entities

The amendment provides regulatory flexibility while maintaining cybersecurity oversight. It recognizes that smaller entities, branches, and group service providers often rely on the cybersecurity infrastructure of their parent organizations.

By allowing temporary exemptions with conditional safeguards, IFSCA aims to:

• Reduce compliance burdens for smaller entities

• Align cybersecurity responsibilities with parent organizations

• Ensure continued cybersecurity governance within IFSCs

Source

IFSCA Circular dated March 10, 2026 – Amendment to the Guidelines on Cyber Security and Cyber Resilience for Regulated Entities in IFSCs.

The Securities and Exchange Board of India (SEBI) has issued a consultation paper titled “Ease of investing – Simplification of documentation requirement for transmission of securities and revision in threshold limits for simplified documentation.” The consultation paper proposes amendments to streamline and standardize the process of transmission of securities in the event of the death of an investor.

The objective of the proposal is to reduce documentation complexities, improve ease of settlement for investors’ families, and bring uniformity in procedures followed by listed companies, registrars and transfer agents (RTAs), depositories, depository participants (DPs), and asset management companies (AMCs).

Background

Under the existing framework, procedural requirements for transmission of securities are governed by:

• Schedule VII of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (LODR Regulations)

• SEBI Master Circular for Registrars to an Issue and Share Transfer Agents (RTAs)

However, SEBI has received feedback highlighting several challenges in the current system, including:

• Complex documentation requirements

• Legal hurdles such as obtaining probate or succession certificates

• Lack of uniformity in practices across intermediaries

• Low monetary thresholds for simplified documentation

• Difficulties in obtaining certified death certificates in case of overseas deaths

To address these issues and enhance ease of investing, SEBI has proposed revisions to the existing framework.

Key Proposals

1. Removal of Mandatory Probate Requirement

A significant development influencing the proposal is the removal of mandatory probate under Section 213 of the Indian Succession Act, 1925, effective December 20, 2025.

Earlier, probate of wills was mandatory for certain communities in the erstwhile presidency towns of Mumbai, Chennai, and Kolkata. With the removal of this requirement, probate has now become optional, thereby reducing legal delays and costs associated with transmission claims.

2. Revision of Threshold Limits for Simplified Documentation

SEBI has proposed to revise the current thresholds for simplified documentation as follows:

This measure is intended to reduce cases where the cost of documentation exceeds the value of securities being transmitted.

4. Standardisation of Documentation Requirements

The consultation paper proposes standardized documentation requirements depending on the nature and value of the claim.

Cases where nomination exists

Required documents:

• Transmission request form

• Latest Client Master List (CML) of the demat account (not older than two months)

• Verifiable death certificate

• Officially valid identity proof of nominee

Cases with no nomination or will

For simplified cases within threshold limits, the claimant must submit:

• Transmission request form

• Client Master List (CML)

• Death certificate

• Identity proof

• Notarized indemnity bond

• No Objection Certificate (NOC) from legal heirs or family settlement deed

Cases above threshold

Where claims exceed the simplified threshold, documentation may include:

• Transmission request form

• Client Master List

• Death certificate

• Identity proof

• Notarized affidavit of legal heirs

Along with one of the following:

• Succession certificate

• Letter of administration

• Copy of will along with indemnity bond

• Legal heirship certificate with indemnity bond and NOCs

5. Processing Timeline

SEBI has proposed that transmission requests should be processed within 21 calendar days from the date of receipt of all required documents.

In case of delays or rejection, the entity must communicate the reasons to the claimant in writing.

6. Online Submission and Tracking of Claims

Entities may provide an online facility for submission of transmission claims, allowing claimants to:

• Upload required documents

• Receive acknowledgment

• Track claim status online

7. Additional Modes for Verification of Overseas Death Certificates

For investors who pass away outside India, SEBI proposes to accept certification of death documents by:

• Authorized officials of overseas branches of scheduled commercial banks registered in India

• Authorized officials of foreign banks

This addition aims to simplify cross-border documentation.

Proposed Regulatory Changes

To implement the revised framework, SEBI proposes to:

• Delete Para C of Schedule VII of the LODR Regulations

• Issue operational provisions through a circular

• Amend Regulation 40(7) and Regulation 61(4) of the LODR Regulations

Public Comments

SEBI has invited comments from stakeholders on the consultation paper.

Last date to submit comments: April 2, 2026

Comments may be submitted through the SEBI public comments portal.

Source: SEBI Consultation Paper – “Ease of investing: Simplification of documentation requirement for transmission of securities and revision in threshold limits for simplified documentation”, dated March 12, 2026.

PIB Announcement: https://www.pib.gov.in/PressReleasePage.aspx?PRID=2237806&utm_source=chatgpt.com&reg=3&lang=2

These revisions modify the framework originally introduced under Press Note 3 (2020), which required government approval for investments where the investor or beneficial owner was based in a land-bordering country.

Key Policy Changes

1. Definition of Beneficial Ownership Introduced

The amended policy formally defines Beneficial Ownership (BO) using the widely accepted criteria under the Prevention of Money Laundering Rules, 2005.

• The BO test will now be applied at the investor entity level.

• Investments where land-bordering country investors hold non-controlling beneficial ownership up to 10% will be allowed under the automatic route, subject to sectoral caps and conditions.

• Investee companies must report relevant ownership information to DPIIT.

This clarification addresses concerns raised by global private equity and venture capital funds that minority exposure through multi-LP structures was being unnecessarily captured under the approval route.

2. Fast-Track Approval for Strategic Manufacturing Sectors

The policy introduces an expedited approval timeline of 60 days for investments from land-bordering countries in select manufacturing sectors.

The fast-track mechanism applies to investments in:

• Capital goods manufacturing

• Electronic capital goods

• Electronic components

• Polysilicon manufacturing

• Ingot-wafer manufacturing

However, a key condition remains:

• Majority ownership and control must remain with resident Indian citizens or Indian-controlled entities.

3. Flexibility to Expand Eligible Sectors

The Committee of Secretaries under the Cabinet Secretary will have the authority to revise or expand the list of sectors eligible for expedited processing.

Why This Matters

The changes address several operational challenges created after Press Note 3 (2020), which was introduced during the COVID-19 pandemic to prevent opportunistic takeovers of Indian companies.

The revised framework is expected to:

• Improve clarity for PE and VC investors

• Facilitate greater foreign capital inflows

• Enable faster technology partnerships and joint ventures

• Strengthen India’s position in global manufacturing supply chains

The government expects the reforms to support domestic value addition, manufacturing growth, and integration with global supply chains, while maintaining strategic safeguards.

Implications for Venture Capital and Private Equity Funds

For global VC and PE funds with diversified LP bases, the introduction of the 10% non-controlling beneficial ownership threshold is particularly significant. It reduces regulatory friction where investors from land-bordering countries participate indirectly through global fund structures.

This change could also positively impact startup financing and deep-tech investment, areas where international capital pools are critical.

Circular: https://ifsca.gov.in/CommonDirect/GetFileView?id=d575554ec59b09e7fde503d3a810d93a&fileName=02_03_2026_IFSCA_Fee_Circular_FY_2026_27_20260302_0641.pdf&TitleName=Legal

The circular consolidates multiple earlier notifications and defines application fees, registration fees, recurring fees, and activity-based charges for all regulated entities including Fund Management Entities (FMEs) and Alternative Investment Funds (AIFs).

For fund managers and AIF sponsors planning to establish funds in GIFT IFSC, this circular clarifies the cost structure for fund setup, scheme filings, and ongoing regulatory fees.

Fee Structure for Fund Management Entities (FMEs)

Fund Management Entities registered in IFSC are required to pay the following fees.

Application & Registration Fees

All FMEs are also required to pay an annual recurring fee of USD 3,000 after registration. This fee becomes payable every financial year and must be paid between 1 April and 30 April.

Processing Fees Applicable to Fund Managers

IFSCA has also specified processing fees for certain regulatory actions.

For Fund Management Entities modifying scheme documents, a processing fee of USD 500 will apply.

Penalties and Late Fees

The circular introduces clear penalties for delays.

Late Payment of Fees

If fees are not paid within the prescribed timeline, a simple interest of 0.75% per month will apply.

Delay in Regulatory Reporting

If a regulated entity fails to submit periodic reports or returns on time, a penalty of USD 100 per month per report may be imposed.

Informal Regulatory Guidance

Entities seeking informal regulatory clarification from IFSCA may apply under the Informal Guidance Scheme.

Fee for such requests:

USD 1,000 per application

If the request is not maintainable, 75% of the fee is refunded.

Payment of Fees

Fees must generally be paid in USD to the IFSCA designated bank account.

However, Indian applicants may pay application and registration fees in INR, converted using the FBIL reference USD-INR rate on the date of remittance.

Effective Date

The revised fee structure will apply from Financial Year 2026-27 onwards.

The circular also supersedes earlier fee circulars issued in 2025.

What This Means for AIF Managers

The new circular provides greater clarity on the cost of operating funds in IFSC.

For venture capital and private equity managers considering GIFT IFSC as a fund domicile, the framework now clearly defines:

• Cost of establishing a Fund Management Entity

• Scheme filing costs for AIFs

• Ongoing annual regulatory fees

• Penalties for delayed compliance

This allows fund managers to plan regulatory and operational costs more accurately when launching funds in the IFSC ecosystem.

Circular: https://www.sebi.gov.in/legal/circulars/mar-2026/regulatory-reporting-by-aifs_100120.html

Key Changes Introduced by SEBI

1. Annual Activity Report Introduced

SEBI has introduced a Comprehensive Annual Activity Report for all AIFs.

• The report must be submitted within 30 calendar days from the end of March each financial year.

• The first Annual Activity Report will be due for FY ending March 2026, with a submission deadline of May 31, 2026.

This annual report will provide SEBI with a consolidated overview of AIF operations and activities during the financial year.

2. Limited Quarterly Activity Report

While the earlier framework required detailed quarterly reporting, SEBI has now simplified the process.

AIFs will submit a Limited Quarterly Activity Report:

• Filed within 15 calendar days from the end of each quarter

• Submitted online via the SEBI Intermediary Portal (SI Portal)

• First limited quarterly report: for the quarter ending June 2026.

Importantly:

• No quarterly report is required for the March quarter, since the Annual Activity Report will already include that data.

3. Revised Reporting Formats

The reporting formats have been updated to reflect recent amendments to the AIF Regulations and related SEBI circulars.

These revised formats will be made available on the Indian Venture and Alternate Capital Association (IVCA) website within three days of the circular’s issuance.

IVCA will also assist AIFs in understanding and implementing the revised reporting requirements.

Objective Behind the Changes

SEBI stated that the revised framework was developed after consultations with the AIF Standards Forum and recommendations from a Working Group on Ease of Doing Business and Reducing Cost of Compliance.

The primary goals are:

• Reduce regulatory burden on AIF managers

• Improve reporting efficiency

• Align reporting with the evolving AIF ecosystem

• Enhance regulatory supervision with structured annual reporting

Immediate Applicability

The circular comes into effect immediately and supersedes the earlier reporting provisions under Clause 15.1 of the SEBI Master Circular for AIFs dated May 7, 2024.

What AIF Managers Should Do Now

AIF managers should prepare for the transition by:

• Reviewing the revised reporting formats

• Ensuring systems are ready for submission on the SEBI Intermediary Portal

• Preparing annual reporting workflows for FY2025–26

Given the changes, many funds may also need to update their internal compliance and reporting processes.

Circular: https://ifsca.gov.in/CommonDirect/GetFileView?id=d575554ec59b09e7fde503d3a807e82b&fileName=Circular_for_inclusion_of_OTP_based_aadhaar_verification_20260227_0359.pdf&TitleName=Legal

🔔 What’s New?

A new sub-point has been inserted under Clause 1.2.2 of Part-A, Annexure-II:

“OTP based Aadhaar e-KYC authentication”

This modification has been issued under:

• Section 12 read with Section 13 of the IFSCA Act, 2019

• Rule 9(14) of the Prevention of Money Laundering (Maintenance of Records) Rules, 2005

The circular is effective immediately.

Why This Matters for IFSC AIFs & Fund Managers

For AIFs and fund structures operating out of GIFT IFSC, this brings:

✅ Faster digital onboarding of resident Indian investors
✅ Reduced paperwork and physical KYC dependency
✅ Seamless AML-compliant verification
✅ Stronger alignment with digital-first fund infrastructure

This move significantly enhances ease of doing business in IFSC while maintaining AML integrity.

Circular: https://ifsca.gov.in/CommonDirect/GetFileView?id=d575554ec59b09e7fde503d3a810d93a&fileName=02_03_2026_IFSCA_Fee_Circular_FY_2026_27_20260302_0641.pdf&TitleName=Legal

🔻 Revised Registration Fees (Effective FY 2026–27)

• Category I: USD 5,000 (earlier USD 7,500)

• Category II: USD 10,000 (earlier USD 15,000)

• Category III: USD 15,000 (earlier USD 22,500)

• Annual recurring fee: USD 1,000 (flat)

For the financial year of registration, the annual fee will be calculated pro rata, with any part of a month treated as a full month, payable within 15 days of grant of registration.

Why This Matters

1️⃣ Lower Entry Barrier for New Fund Managers

The ~33% reduction in registration fees materially reduces initial setup costs, particularly for emerging managers launching first-time funds.

2️⃣ Improved Global Cost Competitiveness

This move strengthens IFSC’s positioning against global financial hubs such as Singapore and DIFC by making regulatory costs more predictable and transparent.

3️⃣ Strong Policy Signal

The fee reduction aligns with ongoing regulatory reforms aimed at:

• Enhancing operational flexibility

• Streamlining compliance

• Attracting global capital into India-focused strategies

4️⃣ Better Cost Forecasting

The introduction of a flat annual fee simplifies long-term compliance budgeting for fund sponsors and LPs.

Strategic Takeaway for Fund Sponsors

While fee reduction alone is not decisive, it forms part of a broader regulatory push to make IFSC a globally competitive fund domicile.

For managers evaluating:

• GIFT IFSC vs Singapore/Mauritius

• Offshore pooling for India strategies

• LVF or Restricted Scheme structuring

This development improves the overall cost–benefit equation.

📅 Effective from: 1 May 2026
📄 Source: https://www.sebi.gov.in/legal/circulars/feb-2026/ease-of-doing-investment-eodi-disclosure-of-registered-name-and-registration-number-by-sebi-regulated-entities-and-their-agents-on-social-media-platforms-smps-_100005.html

🔎 Who is Covered?

• Alternative Investment Funds (AIFs)

• Investment Advisers (IAs)

• Portfolio Managers

• Stock Brokers

• Mutual Funds / AMCs

• REITs / InvITs

• Research Analysts

• Depository Participants

• All SEBI-regulated intermediaries and their agents

📌 What Is Required?

1️⃣ On Social Media Profile (Homepage)

• Display SEBI registered name and registration number, OR

• Provide a weblink listing all registrations (if multiple registrations exist)

2️⃣ At the Beginning of Every Post / Video

• Mention the relevant SEBI registered name and registration number

If the entity holds multiple SEBI registrations, only the relevant registration (for that specific content) needs to be disclosed in the post.

👥 For Agents (e.g., MF Distributors, PMS Distributors)

They must disclose:

• SEBI registered name & number of the principal entity, followed by

• Their own registered name & registration number

🎯 Why This Matters

This move strengthens:

• Transparency

• Investor protection

• Accountability on social media

• Distinction between regulated entities and unregistered “finfluencers”

For AIFs and other intermediaries actively using LinkedIn, X, YouTube, or Instagram for thought leadership — compliance workflows should be updated before May 1, 2026.

Strong Growth in Fund Management Ecosystem

The number of Fund Management Entities (FMEs) in IFSC rose to 202, managing 313 schemes, reflecting sustained interest from global and domestic managers.
Non-retail fund activity continued to scale, with cumulative commitments reaching USD 32.13 billion and funds raised at USD 17.34 billion, indicating deepening institutional participation across Category I, II, and III AIF structures.

Investor participation also expanded sharply:

• Category I & II AIF investors: 1,503

• Category III AIF investors: 3,257

• VC & Angel schemes: 722 investors

This growth reinforces GIFT IFSC’s positioning as a preferred jurisdiction for global capital aggregation and India-focused strategies.

Key Regulatory Reliefs for AIF Managers

IFSCA approved and notified important amendments to the Fund Management Regulations, 2025, focused on ease of doing business:

• Relaxed eligibility norms for Key Managerial Personnel (KMPs) via certification-based routes

• Greater flexibility in Placement Memorandum (PPM) validity, including multiple extensions

• One-time window to regularise expired PPMs

• 24-month transition period for appointment of IFSCA-registered custodians

These changes significantly reduce friction for fund launches, restructuring, and migration to IFSC.

Broader IFSC Momentum Supports Fund Strategies

Beyond fund management, IFSC recorded:

• 1,100 total registrations/authorisations, underscoring ecosystem scale

• Strong growth in trade finance, capital markets, insurance, and aircraft leasing

• Rising ESG-linked debt listings and sustainable finance activity

This diversified financial infrastructure strengthens IFSC’s appeal for multi-strategy AIFs, private credit funds, venture funds, and feeder-master structures.

Bottom Line for AIF Sponsors

The Q3 Bulletin confirms that GIFT IFSC is no longer a policy experiment but a mature, scalable jurisdiction for AIFs. With regulatory flexibility, growing investor depth, and strong cross-border connectivity, IFSC is increasingly central to India-linked global fund strategies.

Securities and Exchange Board of India (SEBI) has issued a Consultation Paper dated February 9, 2026, seeking public comments on proposed amendments to the regulatory framework governing Social Impact Funds (SIFs) under the SEBI (Alternative Investment Funds) Regulations, 2012 and certain requirements applicable to Not for Profit Organizations (NPOs) on the Social Stock Exchange (SSE).

The proposals aim to deepen participation in the SSE ecosystem, ease fund-raising constraints for social enterprises, and align regulatory thresholds across the AIF and ICDR frameworks.

Background

The Social Stock Exchange framework was operationalised through amendments to the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018 (ICDR Regulations) and related circulars, with the objective of facilitating fund raising by eligible social enterprises.

Subsequently, Social Impact Funds—classified as a sub-category of AIFs—were permitted to invest in securities issued by NPOs registered or listed on the SSE. Based on experience gained since implementation and recommendations of the Social Stock Exchange Advisory Committee (SSEAC), SEBI has reviewed certain entry thresholds and procedural requirements.

Key Proposals

1. Reduction in Minimum Investment by Individual Investors in Social Impact Funds

Existing Framework

Under Regulation 10 of the AIF Regulations, where a Social Impact Fund invests exclusively in securities of NPOs registered or listed on the SSE, the minimum investment by an individual investor is ₹2,00,000.

Proposed Change

SEBI proposes to reduce the minimum investment amount to ₹1,000.

This proposal aligns the AIF framework with the minimum application size for subscription to Zero Coupon Zero Principal (ZCZP) Instruments under the ICDR Regulations, which was reduced to ₹1,000 with effect from March 2025.

Regulatory Intent

• Encourage wider participation in social impact investing

• Align investment thresholds across SSE-linked frameworks

• Enable SIFs to attract small-ticket and retail investors

2. Extension of Registration Period for NPOs on Social Stock Exchange

Existing Framework

An NPO may remain registered on the SSE for up to two years without undertaking fund raising.

Proposed Relaxation

SEBI proposes to allow an additional one-year extension, subject to approval by the SSE, thereby permitting registration for up to three years without raising funds.

Rationale

The extension seeks to address practical challenges faced by NPOs, such as delays in statutory approvals, tax registrations, or readiness for fund raising.

3. Reduction in Minimum Subscription Requirement for ZCZP Issuance

Existing Requirement

Issuance of ZCZP instruments requires a minimum subscription of 75% of the issue size.

Proposed Change

SEBI proposes to reduce the minimum subscription requirement to 50%, subject to the following conditions:

• The project cost and outcomes are structured on a clearly identifiable per-unit basis

• Partial subscription does not adversely affect project implementation

• Social Stock Exchanges undertake due diligence on feasibility at lower subscription levels

Where minimum subscription is not achieved, the issue proceeds must be refunded.

Proposed Regulatory Amendments

To implement the above proposals, SEBI has suggested:

• Amendment to Regulation 10 of the AIF Regulations to reduce the minimum investment in SIFs

• Partial modification of the Master Circular on the SSE framework

• Issuance of an enabling circular under the ICDR Regulations

Implications for Stakeholders

For Social Impact Funds

• Potential expansion of investor base

• Increased participation from retail and small investors

• Need to reassess onboarding, reporting, and compliance processes

For NPOs on SSE

• Longer preparatory runway prior to fund raising

• Greater flexibility in achieving minimum subscription

• Improved feasibility of project-based fund raising

For the SSE Ecosystem

• Lower entry barriers

• Enhanced alignment between AIF and SSE regulations

• Potential increase in transaction volumes and participation

Conclusion

SEBI’s proposals reflect a calibrated regulatory approach aimed at democratising social impact investing while maintaining appropriate safeguards for investors. By reducing investment thresholds and rationalising procedural requirements, the regulator seeks to strengthen the long-term viability of the Social Stock Exchange framework.

Stakeholders are encouraged to review the consultation paper in detail and submit their comments to SEBI within the prescribed timeline.

Securities and Exchange Board of India (SEBI) has issued a Consultation Paper dated February 5, 2026 seeking public comments on proposals to provide regulatory flexibility to Alternative Investment Funds (AIFs) in relation to winding up of schemes and surrender of AIF registration.

The proposals aim to address practical difficulties faced by AIFs that have completed their investment tenure but are unable to surrender registration due to residual balances retained for litigation, tax demands, or operational expenses.

Public comments are invited up to February 26, 2026.

Background

Under the existing framework, Regulation 29(7) of the SEBI (Alternative Investment Funds) Regulations, 2012 mandates that:

Within the liquidation period, all assets must be liquidated and proceeds distributed to investors after satisfying all liabilities.

In practice, SEBI has observed that several AIFs and schemes are unable to achieve a NIL bank balance within the permissible fund life due to:

• Pending litigation or tax demands

• Anticipated litigation or tax liabilities

• Residual operational expenses

As a result, such AIFs continue to remain registered and subject to full regulatory compliance despite having no active fund management activity.

Key Issues Identified by SEBI

SEBI has noted that:

• Certain AIFs exist solely to await resolution of litigation

• Compliance costs continue despite the absence of investment activity

• Current surrender requirements lack operational flexibility

Industry participants have therefore sought a clear, predictable, and proportionate exit framework.

Key Proposals in the Consultation Paper

1. Retention of Funds Beyond Permissible Fund Life

SEBI proposes to permit AIF schemes to retain liquidation proceeds beyond the permissible fund life, subject to specified safeguards, in the following scenarios:

a. Pending Litigation or Tax Demand

Retention may be allowed where the AIF has received a formal notice from tax authorities, regulatory authorities, or law enforcement agencies.

b. Anticipated Litigation or Tax Liabilities

Where liabilities are anticipated but not crystallised, retention of funds may be permitted subject to consent from at least 75% of investors by value.

c. Operational Expenses

AIFs may retain funds to meet residual operational expenses, provided:

• Such expenses are substantiated through invoices or comparable historical costs

• The retention period does not exceed three years

All retained funds must be invested strictly in accordance with Regulation 15(f) of the AIF Regulations (i.e., liquid and low-risk instruments).

2. Introduction of “Inoperative AIF” Status

SEBI proposes a new classification of “inoperative AIFs”, applicable where:

• No active fund management activity is undertaken

• The AIF continues to exist due to pending contingencies (with or without retained funds)

AIFs intending to surrender registration but having such schemes may be tagged as inoperative instead of their surrender applications being returned.

3. Rationalised Compliance Framework for Inoperative AIFs

Once classified as inoperative, the AIF will be subject to a proportionate compliance regime, including:

• Discontinuation of:

  • PPM audit report

  • CTR reporting

  • Quarterly reporting to SEBI

• Submission of an annual status report on retained funds to SEBI and investors

• Prohibition on:

  • Launch of new schemes

  • Charging management fees

Surrender of registration will be permitted once all liabilities are settled and a NIL bank balance is achieved.

4. Extension of Inoperative Status to Additional Scenarios

SEBI also proposes that AIFs:

• With no retained funds

• With no active management activity

• Continuing solely in anticipation of contingent inflows (e.g., favourable litigation outcomes)

may also apply for inoperative status and avail the same compliance relaxations.

Proposed Regulatory Amendments

To operationalise the above, SEBI proposes to amend Regulation 29(7) of the AIF Regulations to allow distribution of proceeds subject to conditions specified by SEBI from time to time.

Further modalities are proposed to be prescribed through a circular.

Conclusion

SEBI’s proposals mark a significant step towards a pragmatic and risk-based exit framework for AIFs. By recognising the realities of litigation timelines, tax uncertainties, and residual operational costs, the consultation paper seeks to balance:

• Investor protection

• Regulatory oversight

• Operational efficiency

If implemented, these changes are expected to reduce unnecessary compliance burden on dormant funds while maintaining adequate safeguards for investors.

Stakeholders are encouraged to review the consultation paper in detail and submit their comments to SEBI by February 26, 2026.

Securities and Exchange Board of India (SEBI) has issued a Consultation Paper dated January 16, 2026, proposing significant reforms to the client on-boarding process and risk management framework at KYC Registration Agencies (KRAs). The proposals aim to ease investor on-boarding, reduce duplication of KYC processes, and strengthen data quality and risk controls across intermediaries in the securities market.

Public comments on the consultation paper are invited up to February 6, 2026.

Background

SEBI’s existing KYC framework is governed by the KYC Master Circular dated October 12, 2023, aligned with the Prevention of Money Laundering Act, 2002 (PMLA) and the PML Rules, 2005.

Based on feedback from market participants and recommendations of a working group comprising intermediaries, market infrastructure institutions, and KRAs, SEBI identified the need to:

• Reduce repetitive KYC submissions by clients

• Improve portability of KYC data across intermediaries

• Ensure periodic updating of KYC records

• Rationalise validation requirements at KRAs

Key Proposals in the Consultation Paper

1. Centralisation of Supplementary KYC Information at KRAs

SEBI proposes that certain supplementary information currently collected repeatedly by intermediaries be centrally stored at the KRA level and made portable.

Proposed data to be uploaded and shared through KRAs includes:

• Income range

• Net worth (optional)

• Occupation

• Place and country of birth

• FATCA-related information

• Politically Exposed Person (PEP) status

• CKYC ID (if available)

• DIGIPIN (if available)

• Expiry date of Officially Valid Documents (OVDs)

Impact:
Clients will not be required to submit the same information each time they approach a new intermediary, significantly easing on-boarding.

2. Five-Year Mandatory Re-KYC Framework

To address outdated KYC records, SEBI proposes that:

• All KYC records must be reviewed at least once every five years

• KRAs must send alerts to intermediaries if:

  • KYC has not been updated in five years

  • OVD validity has expired

  • A minor client has attained majority

KRAs may also downgrade KYC portability if updates are not completed within prescribed timelines.

Impact:
This introduces a structured and time-bound approach to ongoing KYC compliance and risk monitoring.

3. Automatic Sharing of KYC Updates Across Intermediaries

Once a KYC update is carried out through any intermediary:

• The updated information shall be disseminated by the KRA to all other intermediaries dealing with the same client.

Impact:
Eliminates duplication of compliance efforts and improves investor experience.

4. Simplification of KYC Validation for Current Address

SEBI proposes that:

• Source verification of current address will not be mandatory for tagging a KYC record as “Validated”, provided the permanent address has already been source-verified.

Impact:
This change is expected to reduce delays in account opening, especially where non-Aadhaar address proofs are used.

5. Alternate Contact Details and Easier Mobile Verification

Clients may now provide:

• An alternate mobile number and email ID (optional)

Where a mobile number is Aadhaar-seeded and validated:

• Intermediaries accessing KYC data from KRAs need not re-verify the mobile number.

Impact:
Reduces OTP-based friction and improves digital on-boarding success rates.

6. Mandatory Delinking of KYC Records Upon Account Closure

SEBI proposes a formal mechanism for delinking KYC records:

• Intermediary to inform KRA within 3 working days of account closure

• KRA to update or delink the record within 2 working days

Impact:
Strengthens data privacy and prevents unnecessary sharing of client information.

7. Relaxation for OCI Card Holders Residing in India

For Overseas Citizens of India (OCI) residing in India:

• Submission of overseas address proof will be optional, provided proof of residence in India for more than 182 days is furnished.

8. Simplified Documentation for Name Change

Where a client has already updated their name in:

• PAN and Aadhaar databases

Submission of additional documents such as marriage certificate or gazette notification will be optional.

Applicability and Transition

Once notified:

• New provisions will apply immediately to new KYC records

• Intermediaries will be given 3–6 months to update existing records, depending on the nature of the requirement

KRAs are expected to support intermediaries during the transition.

Conclusion

SEBI’s proposals mark a significant step towards a more centralised, digital, and investor-friendly KYC ecosystem, while maintaining robust AML and risk management standards.

For intermediaries including AIFs, PMS providers, brokers, and fintech platforms, these changes will require:

• System upgrades

• Enhanced KYC monitoring workflows

• Better coordination with KRAs

However, the long-term benefits in terms of efficiency, compliance quality, and client experience are substantial.

Date: 6/012/2026

February 6, 2026 — The Securities and Exchange Board of India (SEBI) has issued a circular mandating reporting of Net Asset Values (NAVs) of AIF units to Depositories. The move expands the infrastructure around dematerialised AIF units and enhances transparency and operational standardisation across the Alternative Investment Fund ecosystem.

This update is significant for all Category I, II and III AIFs, their managers, trustees, sponsors and service providers — especially RTAs and compliance teams.

Background

SEBI’s regulatory framework for AIFs has progressively leaned into dematerialisation and institutional-grade infrastructure. With AIF units required to be in dematerialised form, the next logical step — adopted through this circular — is to leverage depository systems for NAV dissemination.

Depositories already host information for listed securities and mutual funds. Bringing AIF NAVs into this infrastructure results in:

• Standardised NAV visibility

• Better investor information flow

• Consistent reporting protocols across the industry

What SEBI has mandated

1. NAV reporting to Depositories

AIFs must ensure upload of the latest available NAV (for each ISIN / class) to the Depository system:

• Within 30 days from the valuation date; or

• By May 1, 2026, whichever is later

This upload is to be facilitated through the AIF’s Registrar & Transfer Agent (RTA).

2. Valuation date specification

SEBI has clarified how to determine the valuation date for reporting:

• Independent valuer: valuation date is the date on the valuer’s report

• Internal valuer: valuation date is the date on which the valuation is formally recorded by the AIF

This removes ambiguity and aligns industry practice on reporting timelines.

3. Manager responsibility

While RTAs will undertake the technical upload process, the responsibility for timely, accurate reporting rests with the AIF Manager.

SEBI has explicitly placed ultimate accountability on the Manager rather than the service provider.

4. Depository obligations

Depositories are required to:

• Build technical capability to accept NAV uploads from AIF RTAs

• Display the NAV data with a regulatory disclaimer

• Modify bye-laws, regulations, and agreements as needed

• Disseminate the circular to participants and publish updates on their platforms

5. Compliance Test Reports (CTR)

Trustees / sponsors will need to ensure that CTR templates and attestations explicitly cover this reporting requirement as part of regular compliance certification.

Who this applies to

All AIFs under the SEBI (AIF) Regulations including:

• Category I AIFs

• Category II AIFs

• Category III AIFs

This requirement is effective immediately, with the first formal compliance deadline being May 1, 2026.

Action points for AIF businesses

To comply smoothly, AIF Managers should – as a priority – undertake the following:

1. Coordinate with the RTA to build NAV upload schedules

2. Confirm valuation calendars against reporting timelines

3. Update internal processes to formalise valuation documentation

4. Modify CTR templates to include NAV reporting attestations

5. Brief compliance and operations teams on responsibilities

Why this matters

This circular marks a structural improvement in how AIFs engage with market infrastructure:

• It bridges privately negotiated fund NAVs with publicly accessible depository systems

• It aligns AIF NAV transparency with broader capital markets norms

• It embeds AIF valuation reporting into formal operational and compliance workflows

Over time, this will enhance trust and standardisation in private market investment reporting.

The International Financial Services Centres Authority (IFSCA) has issued a circular providing a one-time window of three (3) months to extend the validity of Placement Memorandums (PPMs) for certain Venture Capital Schemes and Restricted Schemes operating in IFSCs.

This move comes in response to representations from market participants highlighting fundraising delays due to prevailing market conditions.

Regulatory Background

Under the IFSCA (Fund Management) Regulations, 2025:

• The PPM of a Venture Capital Scheme or Restricted Scheme is valid for 12 months from the date it is taken on record by IFSCA.

• For open-ended Restricted Schemes, investment activities may begin after raising USD 1 million, but the scheme must reach a minimum corpus of USD 3 million within 12 months.

One-Time PPM Extension Window – Key Highlights

IFSCA has announced proposed FM (Amendment) Regulations, 2026, along with a temporary relaxation allowing eligible schemes to extend PPM validity.

⏳ Duration of the Window

• 3 months from the date of issuance of the circular (January 27, 2026)

1️⃣ Schemes That Have NOT Commenced Investments

This applies to Venture Capital Schemes and Restricted Schemes where:

• The PPM has already expired, or

• The PPM is set to expire within 30 days from notification of the amendment regulations, and

• No investment activity has commenced

Conditions for Extension

Fund Management Entities (FMEs) must:

• Re-file the PPM within 3 months, clearly stating the intent to seek extension under this one-time window

• Avoid any material changes to:

  • Scheme name

  • Investment objective or strategy

  • Structure (open-ended / close-ended)

  • Scheme type (VC Scheme or Category I/II/III Restricted Scheme)

• Pay a filing fee equal to 50% of the fee applicable for a fresh scheme

Extension Granted

• 6 months from the date IFSCA communicates that the re-filed PPM has been taken on record

2️⃣ Open-Ended Restricted Schemes That Have Commenced Investments

This applies where:

• The scheme has commenced investments after raising USD 1 million

• The minimum corpus of USD 3 million could not be achieved within the PPM validity or extended validity

• The PPM has expired or is expiring within the prescribed timeline

Conditions

• Submit a formal request to IFSCA within 3 months of the circular

• Pay 50% of the applicable fresh scheme filing fee

Extension Period

• The extension will be deemed to start from the original expiry date of the PPM

Further Extensions Beyond the One-Time Window

Schemes that avail this one-time extension may apply for additional extensions as permitted under the FM Regulations, subject to:

• Compliance with prevailing regulatory provisions

• Payment of 50% of the applicable fresh scheme filing fee at the time of such request

Effective Date

This circular has been issued under Sections 12 and 13 of the IFSCA Act, 2019, read with Regulation 146 of the FM Regulations, and is effective immediately.

Our Take (AIF Services Insight)

This one-time relaxation is a practical and fund-friendly move, especially for managers facing prolonged fundraising cycles. However, FMEs must act swiftly—the 3-month window is non-extendable and comes with strict conditions on PPM modifications.

For fund managers, this is a crucial opportunity to regularize scheme validity without restarting the entire filing process.

SEBI has introduced the Single Window Automatic and Generalised Access for Trusted Foreign Investors (SWAGAT-FI) framework, bringing significant compliance relief specifically for Foreign Venture Capital Investors (FVCIs).

The new framework simplifies onboarding, renewal, and KYC requirements for eligible FVCIs and reduces duplication where entities are registered both as FPIs and FVCIs.

What is SWAGAT-FI for FVCIs?

SWAGAT-FI is a single-window registration and compliance mechanism for trusted foreign investors.

For Foreign Venture Capital Investors, this means:

• No duplicate applications

• Fewer documents

• Longer compliance cycles

• Easier conversion from existing registrations

Key Simplifications for Foreign Venture Capital Investors

1️⃣ Single Window Registration for FVCIs

A SWAGAT-FI eligible Foreign Venture Capital Investor can now:

• Apply for FVCI registration together with FPI registration

• Avoid filing a separate FVCI application form

• Rely entirely on documents already submitted for FPI registration

📌 Mandatory condition:
The FVCI must appoint the same Custodian and Designated Depository Participant (DDP) as its FPI registration.

2️⃣ Seamless Conversion for Existing FVCIs

Existing Foreign Venture Capital Investors who already qualify as SWAGAT-FI FPIs may:

• Convert into SWAGAT-FI FVCIs

• By submitting an application to their current DDP

• Without any fresh documentation or re-onboarding

📌 The same Custodian and DDP must continue for both registrations.

3️⃣ Extended Renewal Period for FVCIs

SEBI has extended the renewal cycle specifically for SWAGAT-FI Foreign Venture Capital Investors:

• Regular FVCIs: Renewal every 5 years

• SWAGAT-FI FVCIs: Renewal every 10 years

This applies to:

• FVCIs registered on or before 31 December 2019

• FVCIs registered after 31 December 2019

Only renewal fees and updates to previously submitted information (if any) are required.

4️⃣ Relaxed KYC Review for FVCIs

For SWAGAT-FI Foreign Venture Capital Investors:

• KYC review frequency has been extended to once every 10 years

This materially lowers ongoing compliance costs and operational effort for long-term foreign venture capital funds.

Effective Date

🗓 The SWAGAT-FI framework for FVCIs comes into effect from 1 June 2026.

Depositories, custodians, and Designated Depository Participants have been directed to make the necessary system-level changes.

Why This is Important for AIF Ecosystem

For Foreign Venture Capital Investors investing into Indian AIFs and startups, this reform:

• Reduces compliance duplication

• Speeds up fund onboarding

• Improves investor experience

• Strengthens India’s attractiveness for foreign venture capital

For fund managers and advisors, it enables simpler structuring and smoother investor onboarding.

Reference

SEBI Circular dated 16 January 2026 on Single Window Automatic and Generalised Access for Trusted Foreign Investors (SWAGAT-FI)

These changes are effective immediately and apply to all regulated entities operating in IFSCs, subject to specific exemptions.

Circular: https://ifsca.gov.in/CommonDirect/GetFileView?id=38fea9cc5969551d78bf00e670f52a74&fileName=Approved_Amendatory_Circular_20260105_0655.pdf&TitleName=Legal

1. Applicability of AML–CFT–KYC Guidelines

The Guidelines now explicitly apply to every regulated entity licensed, recognised, registered, or authorised by IFSCA, unless specifically exempted.

IFSCA retains the discretionary power to exempt any activity or regulated entity, in full or in part, from applicability of these Guidelines.

2. Newly Introduced Exempted Entities

IFSCA has consolidated exemptions previously issued through circulars and formally embedded them into the principal Guidelines.

The following entities / activities are exempted, subject to conditions:

• Global-in-House Centres (GICs)

• International Branch Campuses (IBC) and Offshore Education Centres (OECs)

• Financial Crime Compliance Services Providers

• Financial institutions providing services only to group entities located in non-FATF high-risk jurisdictions

Important:
Even exempt entities must:

• Conduct and document a Business Risk Assessment

• Continue AML–CFT compliance where risks are identified

3. Confidentiality of Customer Risk Classification

Regulated entities must ensure that:

• Customer risk categorisation and underlying reasons remain confidential

• Such information is not disclosed to customers, to avoid tipping-off

This aligns IFSC practices with global AML standards.

4. Periodic KYC Updation – Alignment with Indian Financial Groups

For resident Indian customers with an existing relationship within an Indian financial group, periodic KYC updation shall follow:

Where risk classification differs, the stricter periodicity applies.

5. Enhanced Due Diligence for Indian Beneficial Owners

To mitigate round-tripping risks, IFSCA has clarified that where:

• The beneficial owner is an Indian national, and

• The customer is a non-resident entity

Regulated entities must:

• Ascertain source of funds

• Apply Enhanced Due Diligence, irrespective of assigned risk category

6. NRI Onboarding via V-CIP

Key clarifications include:

• Updated approved jurisdictions for low-risk NRI onboarding

• Mandatory debit-freeze / inactive mode where address verification is pending

• Clear communication to customers on activation procedures

7. Treatment of Suspicious Transaction Reports (STRs)

IFSCA has clarified that:

• Transactions must not be restricted solely on account of STR filing

This ensures compliance actions remain proportionate and legally defensible.

8. Aadhaar, e-Documents & Digital KYC

The amendments:

• Recognise equivalent electronic documents

• Permit biometric-based e-KYC, including Aadhaar Face Authentication

• Reiterate compliance with applicable Aadhaar laws

9. Non-Profit Organisations (NPOs)

For NPO clients:

• DARPAN portal registration must be verified

• Records must be retained for five years post relationship closure

10. Mandatory IFSC Banking Channel

All IFSC Financial Institutions must:

• Route all monetary consideration exclusively through IFSC Banking Units

Knowing the “what” and “why” is half the battle; the real challenge is execution – doing things in the right order, with the right documents, by the right deadlines.

This post is your master checklist that consolidates the key actions from this series and SEBI’s rules for launching and running a compliant AIF in India.

How to Use This Checklist

• Work through the phases sequentially.

• Copy this into your project management tool.

• Assign owners, due dates and artifacts for each action.
  

Phase 1: Pre-Application

Objective: Have your structure, rulebook and team ready before you approach SEBI.

1) Finalize Fund Structure

• Choose legal form: Trust / LLP (Limited Liability Partnership) / Company

• Deliverables: Draft Trust Deed / LLP Agreement / MOA (Memorandum of Association) & AOA (Articles of Association)
  

2) Draft the PPM (Your Rulebook)

• Use SEBI’s prescribed PPM template: Annexure 1 (Category I/II), Annexure 2 (Category III)

• Include all minimum disclosures; add a tabular fee example & distribution waterfall

• Compile 5-year disciplinary history (AIF, sponsor, manager, directors/partners and trustee)
  

3) Initial Compliance Readiness

• Confirm sponsor/manager fit & proper

• Verify key investment team experience/qualifications
  

4) Appoint Key Advisor

• Engage a SEBI-registered Merchant Banker (not an associate) to file the PPM and issue the due-diligence certificate
  
  

Phase 2: Application to SEBI

Objective: Submit a complete and compliant registration package.

• Form A: Complete the primary application form

• Attach: Executed structure documents, Draft PPM, Merchant Banker Due-Diligence Certificate (Annexure 3) and fee proof

• File online: Submit via the SEBI Intermediary Portal (SI Portal)
  
  

Phase 3: Post-Approval

Objective: Stand up the operating basics after you receive the registration certificate.

• Open bank accounts: Scheme-wise, segregated accounts only in the AIF’s name

• Apply for PAN (Permanent Account Number) for the AIF entity

• File the final PPM (incorporate SEBI comments) through the Merchant Banker
  
  

Phase 4: Pre-Launch

Objective: Put guardrails in place before you invest.

• Appoint a Custodian: Execute the agreement before the first investment

  • Transition relief: Existing Category I/II schemes with corpus ≤ ₹500 Cr (and at least one investment as of Jan 12, 2024) must appoint by Jan 31, 2025
    

• Investment Management Agreement (IMA): AIF ↔ Manager; ensure full consistency with the PPM
  

• Declare “First Close”:
  

  • Deadline: within 12 months of SEBI’s communication taking the PPM on record

  • Corpus: meet minimums (e.g., ₹20 Cr for most AIFs; ₹100 Cr for SSFs (Special Situations Funds))

  • Sponsor/Manager commitment: cannot be reduced post first close
    
    

Phase 5: Fundraising

Objective: Legally onboard investors and secure commitments.

• Subscription Agreements for each investor (must not go beyond/contradict the PPM)

• KYC (Know Your Customer) / AML (Anti-Money Laundering) for all investors; eligibility checks (FATF/IOSCO/MoU where applicable)

• Side Letters (if any): Only if consistent with the PPM and not prejudicial to other investors

• Capital Calls: Issue notices when funds are required for investments and fees
  

Phase 6: Operational

Objective: Maintain compliance with scheduled reporting and documentation.

A) Annual PPM Audit

• Audit compliance with PPM terms (internal or external auditor/legal professional)

• Submit findings to Trustee/Sponsor and to SEBI within 6 months from FY end
  
  

B) Quarterly Reporting

• File standardized quarterly reports on SI Portal (SEBI Intermediary Portal) within 15 days of each quarter end

• Include investor complaints data via SCORES (SEBI Complaints Redress System) if received, resolved or pending
  
  

C) CTR (Compliance Test Report)

• Prepare CTR in Annexure 12 format

• Submit to Trustee/Sponsor within 30 days of FY end
  

D) Units Dematerialisation (Investors’ Units)

• Issue all units in demat form per corpus-based timelines

• If investors lack demat details, use an Aggregate Escrow Demat Account
  
  

E) Investments Dematerialisation (AIF Portfolio Securities)

• All investments made on or after July 1, 2025 must be held in dematerialised form

• For certain earlier investments, demat by Oct 31, 2025 (limited exemptions, e.g., schemes ending by that date)
  
  

F) Valuation & Benchmarking

• Appoint an Independent Valuer meeting SEBI eligibility; calculate NAV (Net Asset Value)

• Provide required performance data to SEBI-registered benchmarking agencies under the AIF benchmarking framework
  
  

G) Material Changes

• For any material change (e.g., fee changes, or change in sponsor/manager), follow the prescribed process, including exit options for dissenting investors where applicable

Quick Reference to Annual Compliance Cycle

Final Word

Regulations evolve. Bookmark SEBI’s site and watch for circulars. Build a reliable team and treat this checklist as your operating playbook.

Execute meticulously, stay transparent and focus on what matters most - delivering returns for your investors.

Source: https://www.sebi.gov.in/legal/circulars/jan-2026/simplification-of-requirements-for-grant-of-accreditation-to-investors_99005.html

SEBI has issued a circular dated January 9, 2026, introducing further simplifications in the accredited investor framework under the SEBI (Alternative Investment Funds) Regulations, 2012. These changes aim to reduce procedural friction while preserving prudential safeguards for AIFs.

Key Highlights of the Circular

1. Early Execution of Contribution Agreements Allowed

Pending receipt of the formal accreditation certificate from a SEBI-recognized accreditation agency, AIF managers may now proceed with executing contribution agreements and initiating operational processes, based on their internal assessment of investor eligibility.

However, two important safeguards apply:

• Investor commitments cannot be included in the scheme corpus until accreditation is formally granted.

• Funds can be accepted only after the investor receives the accreditation certificate.

This change helps reduce deal execution delays without compromising regulatory compliance.

2. Simplification of Net-Worth Documentation

SEBI has removed the requirement to submit a detailed net-worth break-up as an annexure to the net-worth certificate.

Further clarifications:

• Chartered Accountants may simply certify whether the investor meets the prescribed net-worth threshold.

• Disclosure of the actual net-worth amount is optional.

• The net-worth certificate must be not older than six months.

This significantly reduces documentation burden for investors and accreditation agencies.

3. Updated List of Documents for Accreditation

The revised Annexure A streamlines documentation requirements across individuals, HUFs, corporates, and trusts. Key documents include:

• PAN and proof of identity/address

• Authorization letter (for entities)

• Financial information via ITRs, audited financials, or net-worth certificate

• Applicant declaration confirming accuracy of submissions

Accreditation agencies may still request additional documents where submissions appear inconsistent or suspicious.

4. Compliance and Applicability

• AIF trustees, sponsors, and managers must ensure compliance with this circular is captured in the Compliance Test Report.

• The circular comes into force with immediate effect.

What This Means for AIFs and Investors

These changes strike a balance between ease of onboarding accredited investors and maintaining corpus-based prudential discipline. Fund managers benefit from faster closures, while investors face reduced certification friction—without dilution of regulatory oversight.

For AIF managers, investment teams, and compliance officers, internal processes and checklists should be updated immediately to reflect these changes.