Source

https://www.sebi.gov.in/legal/circulars/jun-2026/guidelines-for-winding-up-of-aifs-with-respect-to-retention-of-proceeds-and-inoperative-fund-status_102171.html

Overview

SEBI has issued a significant circular providing long-awaited operational clarity on the winding-up process for Alternative Investment Funds (AIFs). The circular introduces a formal mechanism allowing AIFs to retain liquidation proceeds beyond the permissible fund life under specified circumstances and creates a new regulatory status called “Inoperative Fund.”

The objective is to enable fund managers to complete fund winding-up efficiently without remaining subject to the full regulatory framework solely because of pending litigation, tax matters, or residual operational expenses.

Key Highlights

1. Retention of Liquidation Proceeds Beyond Permissible Fund Life

SEBI now permits AIFs to retain liquidation proceeds after the end of the liquidation or dissolution period if at least one of the following conditions is met:

• Pending litigation, tax, regulatory or legal proceedings supported by official notices or communications.

• Anticipated litigation or tax liabilities with approval from at least 75% of investors by value.

• Genuine residual winding-up expenses supported by invoices or comparable historical records.

Where retention is sought due to anticipated liabilities, managers must disclose both:

• Amount proposed to be retained

• Estimated duration of retention

to investors while obtaining their consent.

2. Cap on Retention for Operational Expenses

Where monies are retained solely for residual winding-up expenses:

• Retention cannot exceed three years from the end of the permissible fund life.

• Standard operating expense categories will be prescribed through implementation standards developed by the Standard Setting Forum for AIFs (SFA) in consultation with SEBI.

3. Introduction of ‘Inoperative Fund’ Status

AIFs that have substantially completed their winding-up process but need to retain limited amounts for pending liabilities may apply to SEBI for Inoperative Fund status.

This facility is available where:

• One or more schemes retain monies under the prescribed conditions, or

• The AIF wishes to continue registration solely because of an ongoing litigation where a favourable outcome is expected.

Applications must be submitted in the prescribed format provided in Annexure A of the circular.

4. Restrictions Applicable to Inoperative Funds

Once an AIF is granted Inoperative Fund status:

• No new schemes can be launched.

• No management fees can be charged.

• Retained monies must only be invested in instruments permitted under Regulation 15(1)(f).

• Registration continues only until all liabilities are settled and retained monies are distributed.

5. Major Compliance Relief

SEBI has granted substantial compliance exemptions for Inoperative Funds.

The following requirements will no longer apply after obtaining the status:

• Limited Quarterly Activity Report

• Annual Activity Report

• Compliance Test Report (CTR)

• PPM Audit

• Intimation of changes in PPM

• Benchmarking Agency reporting

• NISM certification requirement for key investment team

• Custodian requirement

• Periodic investor disclosures

• Regular valuation requirements (subject to annual retention reporting)

These exemptions significantly reduce the compliance burden and operating costs for funds that have effectively completed their investment lifecycle.

6. Annual Retention Status Report

Instead of routine regulatory filings, Inoperative Funds and schemes retaining monies must submit an Annual Retention Status Report.

The report must include:

• Scheme details

• Reason for retaining proceeds

• Amount retained

• Amount distributed

• Balance outstanding

• Status of litigation or liabilities

• Expected resolution timeline

• Details of investments made using retained monies

The report must be filed:

• With SEBI

• With investors

• Within 30 calendar days from the end of March every financial year.

7. Applicability to Venture Capital Funds

The framework has also been extended to Venture Capital Funds registered under the erstwhile SEBI (Venture Capital Funds) Regulations, 1996.

Such VCFs can also avail:

• Retention of proceeds

• Inoperative Fund status

• Compliance exemptions under the circular.

Practical Impact

The circular addresses a long-standing operational challenge faced by AIF managers.

Previously, even after liquidating all investments, funds often had to continue maintaining full regulatory compliance because small amounts remained pending for:

• Tax assessments

• Litigation

• Regulatory proceedings

• Final operational expenses

The new framework enables managers to:

• Complete liquidation of investments

• Distribute proceeds to investors

• Retain only necessary amounts for genuine liabilities

• Obtain Inoperative Fund status

• Benefit from reduced regulatory obligations until final closure

This is expected to lower compliance costs while ensuring continued investor protection.

Key Takeaways

• Retention of liquidation proceeds beyond permissible fund life is now formally permitted under defined conditions.

• A new Inoperative Fund status enables efficient post-liquidation administration.

• Significant regulatory exemptions reduce ongoing compliance obligations.

• Annual reporting on retained monies ensures transparency for both SEBI and investors.

• The framework applies to both AIFs and erstwhile Venture Capital Funds.

At first glance, the circular appears to be a consolidation exercise. However, a deeper review reveals something more significant.

The 2026 Master Circular reflects SEBI’s continued push toward making India’s alternative investment ecosystem more transparent, more institutional, and more aligned with global private capital markets.

For fund managers, sponsors, trustees, compliance officers, family offices, and service providers, this is not merely a regulatory update—it is a glimpse into the future direction of the Indian AIF industry.

Key Highlights from the Circular

Merchant Bankers Continue to Play a Critical Role

SEBI has reaffirmed that non-LVF schemes must file their Private Placement Memorandum (PPM) through a SEBI-registered Merchant Banker.

The Merchant Banker is expected to independently verify disclosures, provide due diligence certification, and ensure the adequacy and accuracy of information provided to investors. The Merchant Banker must also remain independent and cannot be an associate of the AIF, sponsor, manager, or trustee.

For fund managers launching new schemes, merchant banker engagement remains a critical part of the launch process.

Enhanced Certification Requirements for Investment Teams

SEBI has further strengthened professional competency requirements by mandating relevant NISM certifications for key personnel within the investment team.

At least one member of the key investment team must hold the prescribed certification applicable to the relevant AIF category. This requirement now forms part of both the registration process and scheme launch process.

The message is clear: fund management is increasingly being treated as a specialized regulated profession requiring demonstrable expertise.

Greater Recognition of Accredited Investor Structures

The circular provides additional operational clarity around:

• Accredited Investor (AI) Only Funds

• Large Value Funds (LVFs)

• Scheme conversions into AI-only structures

Specific naming conventions have also been introduced, requiring schemes to clearly identify themselves as AI-only funds or LVFs.

As India’s family office and ultra-high-net-worth investor ecosystem matures, these structures are likely to gain wider adoption.

Stronger Investor Onboarding and AML Expectations

SEBI has significantly reinforced investor eligibility, FATF screening, sanctions checks, and beneficial ownership verification requirements.

Managers are now expected to conduct more rigorous due diligence on investors, particularly foreign investors, and ensure continued compliance throughout the life of the fund.

This reflects a broader global trend where private capital funds are expected to maintain AML and onboarding standards closer to those followed by regulated financial institutions.

Expanded Disclosure Expectations

The circular reiterates the importance of comprehensive disclosures through the PPM.

Fund managers are expected to provide detailed disclosures relating to:

• Distribution waterfalls

• Fee structures

• Investor grievance mechanisms

• Investor complaint statistics

• Investor Charter

• Litigation and disciplinary history

The objective is straightforward: enable investors to make better-informed investment decisions through greater transparency.

What Every AIF Manager Should Do Next

Many managers will read the circular, forward it internally, and move on.

That would be a mistake.

The better approach is to treat the circular as a practical operational checklist.

1. Review Your PPM Before the Next Fundraise

A surprising number of AIFs continue to use disclosure frameworks that were drafted years ago and subsequently amended multiple times.

Before your next fundraising cycle, review whether your PPM adequately covers:

• Waterfall disclosures

• Investor grievance disclosures

• Disciplinary history

• Co-investment disclosures

• Investor Charter requirements

A proactive review today is significantly cheaper than a regulatory issue tomorrow.

2. Reassess Your Investor Onboarding Process

Traditional KYC collection alone is no longer sufficient.

Fund managers should evaluate whether their onboarding workflows adequately cover:

• Beneficial ownership verification

• FATF screening

• Sanctions screening

• Foreign investor eligibility checks

• Ongoing monitoring requirements

Investor onboarding is rapidly becoming one of the most important operational functions within an AIF.

3. Verify Team Certifications

Certification gaps often surface at the worst possible time—during registrations, scheme launches, or investor due diligence exercises.

Managers should maintain a certification tracker covering:

• Relevant NISM certifications

• Expiry dates

• Key personnel changes

• Training requirements

This is a simple exercise that can prevent unnecessary delays.

4. Upgrade Compliance Management

The Compliance Test Report (CTR) now assumes greater significance because it must demonstrate compliance across the provisions of the Master Circular.

Managers should move beyond annual compliance exercises and establish continuous compliance monitoring processes covering:

• Fundraising activities

• Investment restrictions

• Governance requirements

• Reporting obligations

• Investor communications

Compliance is increasingly becoming a year-round activity rather than a year-end exercise.

5. Evaluate Operational Technology

The regulatory expectations placed on AIFs today are substantially higher than they were five years ago.

Fund managers must now manage:

• Investor onboarding

• AML checks

• Capital calls

• Portfolio monitoring

• Compliance reporting

• Investor communications

• CTR preparation

• PPM management

Managing these functions through spreadsheets, email chains, and disconnected systems becomes increasingly difficult as funds scale.

Technology is no longer a convenience—it is becoming a compliance necessity.

What This Means for Investors and Family Offices

While much of the discussion around the circular focuses on fund managers, investors stand to benefit significantly.

The framework promotes:

• Greater transparency

• Better disclosure standards

• Improved governance

• Enhanced investor protection

• Stronger accountability from managers

For family offices and institutional LPs, these developments should increase confidence in India’s growing private capital ecosystem.

The Bigger Picture: Where Is SEBI Taking the Industry?

The most important insight from the 2026 Master Circular is not any individual rule.

It is the regulatory direction.

Over the last several years, SEBI has steadily increased expectations around:

• Governance

• Transparency

• Reporting

• Risk management

• Investor protection

• Professional standards

Taken together, these changes suggest that India is moving toward a more institutional alternative investment ecosystem that resembles mature global markets.

In the early years of the AIF industry, obtaining registration was often the primary challenge.

Today, the larger challenge is building a fund management business that can operate efficiently, remain compliant, withstand investor scrutiny, and scale sustainably over multiple fund vintages.

The fund managers who invest early in governance, processes, compliance infrastructure, and technology will likely be best positioned to attract institutional capital in the years ahead.

Final Thoughts

The 2026 SEBI Master Circular should not be viewed as just another compliance document.

It is a blueprint for how SEBI expects AIFs to operate in the future.

For fund managers, the question is no longer:

“How do I get my AIF registered?”

The more important question is:

“How do I build an institutional-grade fund platform that remains compliant, auditable, and LP-ready over the next decade?”

The answer to that question will increasingly define the next generation of successful fund managers in India.

Source: https://www.sebi.gov.in/reports-and-statistics/reports/may-2026/consultation-on-green-channel-aif-rollout-upon-document-acknowledgement-garuda-mechanism-for-processing-of-placement-memorandum-of-alternative-investment-funds-aifs-filed-with-sebi-_101340.html

SEBI has released a consultation paper proposing a major operational shift for Alternative Investment Funds (AIFs) through the new “GARUDA” (Green-Channel: AIF Rollout Upon Document Acknowledgement) mechanism.

The objective is simple:
➡️ reduce launch timelines,
➡️ rely more on manager accountability, and
➡️ accelerate capital deployment across the AIF ecosystem.

Key Proposed Changes

1. Faster Launch for Regular AIF Schemes

Currently, AIF schemes are typically launched 30 days after filing the Placement Memorandum (PPM) with SEBI through a Merchant Banker.

SEBI now proposes:

• Launch of new schemes after 10 working days

• First schemes can launch from:

  • date of SEBI registration, OR

  • after 10 working days from filing
    whichever is later.

2. Major Relaxation for Accredited Investor (AI) Only Schemes

For AI-only schemes, SEBI proposes:

• No mandatory Merchant Banker filing

• PPM can be filed directly by the AIF Manager

• Merchant Banker Due Diligence Certificate replaced with:

  • CEO undertaking

  • Compliance Officer undertaking

• Immediate scheme launch upon filing.

This is a significant move toward a lighter-touch regulatory framework for sophisticated investors.

3. Angel Funds Also Get Easier Launch Path

Angel Funds may also receive:

• Direct filing with SEBI

• Removal of Merchant Banker DD certificate requirement

• Immediate circulation of PPM for fundraising after registration.

Why This Matters

India’s AIF industry has scaled rapidly:

• AIF count grew from 732 (2021) to 1849 (2026)

• Commitments reached ₹15.74 lakh crore

• Net investments crossed ₹6.45 lakh crore.

SEBI is effectively acknowledging that:

• the ecosystem has matured,

• Merchant Bankers have built operational expertise,

• and Accredited Investors can evaluate risks independently.

The regulator is shifting from:

“pre-approval heavy scrutiny”
to
“post-facto risk-based supervision.”

Bigger Industry Signal

The consultation paper also hints at a broader long-term direction:

future AIF ecosystems becoming increasingly AI-only (Accredited Investor focused).

That could eventually reshape:

• fundraising structures,

• onboarding workflows,

• compliance architecture,

• and investor qualification processes across the industry.

SEBI has invited public comments on the proposals until June 1, 2026.

Source: https://www.sebi.gov.in/legal/circulars/may-2026/advisory-on-emerging-advanced-artificial-intelligence-ai-tools-for-vulnerability-detection_101270.html

Background

The rapid evolution of advanced AI tools—such as Claude Mythos—has introduced a new class of cybersecurity risks for regulated entities across India’s securities ecosystem.

These tools can:

• Identify vulnerabilities at scale and speed

• Potentially enable exploitation

• Raise concerns around:

  • Data confidentiality

  • Application integrity

  • Reliability of outputs

SEBI has issued this advisory to proactively address these emerging risks.

Why This Matters for AIFs

Given the interconnected nature of market participants, a vulnerability in one entity can cascade across the ecosystem.

For AIFs, this directly impacts:

• Fund data security

• LP information confidentiality

• Portfolio company integrations

• Third-party vendor risk

SEBI emphasizes a coordinated and continuous approach to vulnerability management and threat intelligence sharing.

Key Regulatory Development: cyber-suraksha.ai Task Force

SEBI has constituted a dedicated task force “cyber-suraksha.ai” with participation from:

• MIIs

• QRTAs

• Regulated entities

• Other ecosystem stakeholders

Mandate:

• Assess cybersecurity risks from AI models

• Develop uniform mitigation strategies

• Enable threat intelligence sharing

• Report cyber incidents in real time

• Evaluate third-party vendor security posture

Key Action Points for AIFs & Regulated Entities

1. Patch Management

• Immediate updates of OS & applications

• Use virtual patching where fixes are unavailable

2. Continuous VAPT

• Regular vulnerability assessments

• Use both traditional + AI-based tools

3. Vendor Risk Management

• Ensure third-party vendors:

  • Conduct AI risk assessments

  • Deploy safeguards (patching, monitoring, hardening)

4. Change Management Discipline

• Full documentation

• Impact analysis

• Secure deployment practices

5. API Security Controls

• Maintain API inventory

• Strong authentication & authorization

• Rate limiting & whitelisting

6. SOC Monitoring & Automation

• Continuous monitoring of alerts

• Adopt SIEM + SOAR frameworks

• Onboard to Market SOC (M-SOC) where applicable

7. Risk Assessment Enhancements

• Include AI-driven threat scenarios

• Perform scenario-based testing

8. System Hardening

• Disable unnecessary services

• Implement:

  • Least privilege

  • Zero Trust (ZTNA)

9. Asset Visibility

• Maintain updated:

  • Asset inventory

  • Software Bill of Materials (SBOM)

10. Strategic AI Readiness

• Build long-term plans for:

  • AI-driven detection

  • Autonomous mitigation

  • AI-augmented SOC

Circular: https://www.sebi.gov.in/legal/circulars/apr-2026/fast-track-mechanism-for-processing-of-placement-memorandum-of-aifs-filed-with-sebi_101213.html

This marks a shift from a SEBI-led review model to a timeline-based launch framework, with greater reliance on merchant banker diligence and manager accountability.

What SEBI Has Changed

Under the earlier process, SEBI reviewed PPM disclosures and issued comments before schemes could be launched — often resulting in delays.

With this circular, SEBI has streamlined the process by allowing fund launches within a defined timeline, subject to compliance with regulatory requirements.

Key Provisions

1. Fast-Track Launch for Non-LVF Schemes

The new framework applies to:

• Angel Funds

• All AIF schemes except Large Value Funds for Accredited Investors (LVFs)

AIFs can now:

• Launch schemes

• Circulate PPMs to investors

After 30 days of filing with SEBI, unless otherwise advised.

2. Special Rule for First Scheme

For first-time AIF schemes:

• Launch allowed after SEBI registration or

• 30 days from filing

Whichever is later

3. SEBI Comments Still Binding

If SEBI provides comments within the 30-day window:

• These must be incorporated before launch

4. First Close Timeline

AIFs must achieve first close within:

• 12 months from eligibility to launch

This modifies the earlier Master Circular provisions.

5. Filing Requirements

PPMs must be filed via the SEBI intermediary portal along with:

• Merchant Banker Due Diligence Certificate

• Fit & Proper declarations

• Sponsor/Manager commitment declarations

• PAN details of all key entities and personnel

6. Responsibility Framework

SEBI has clearly shifted accountability:

• Merchant Banker + AIF Manager are responsible for

  • Accuracy of disclosures

  • Completeness of information

  • Regulatory compliance

7. Mandatory Disclaimer

PPMs must explicitly state:

• SEBI does not approve the document

• Responsibility lies with the Manager and Merchant Banker

• Disclosures are based on their due diligence

8. Applicability

• Effective immediately

• Applies to pending PPMs as well

Why This Matters

This circular reflects SEBI’s broader regulatory direction:

• Reduce processing bottlenecks

• Enable faster capital deployment

• Shift compliance responsibility to market participants

Similar to recent reporting reforms, SEBI is increasingly focusing on efficiency + accountability over pre-approval

Source: https://www.sebi.gov.in/legal/circulars/apr-2026/framework-for-net-settlement-of-funds-for-transactions-done-by-foreign-portfolio-investors-fpis-in-cash-market_101090.html

1. Background

Under the existing framework, Foreign Portfolio Investors (FPIs) are required to settle transactions on a gross basis at the custodian level. This has led to:

• Higher liquidity requirements

• Increased funding costs (including forex slippage)

• Operational inefficiencies, especially during index rebalancing

2. Key Change Introduced

SEBI has now permitted net settlement of funds for certain FPI transactions in the cash market.

What qualifies for net settlement?

• Transactions that are “outright” in nature:

  • Only buy or only sell in a security within a settlement cycle

• These transactions can now be netted to determine final fund obligation

3. Important Conditions

• ❌ Transactions involving both buy and sell in the same security (within the same settlement cycle) will continue on gross basis

• 💰 If purchases exceed sales → FPI must fund the difference

• ⚠️ Excess sale proceeds cannot be used to offset non-outright purchase obligations

• 📦 Securities settlement remains gross (no change)

• 🧾 STT and stamp duty continue on delivery basis

4. Operational Impact

This move is expected to:

• Reduce capital blocked for FPIs

• Improve liquidity efficiency

• Lower transaction and funding costs

• Simplify settlement workflows

5. Implementation Timeline

• To be implemented on or before December 31, 2026

• Standards to be defined by custodians and industry bodies

6. Illustration (as per SEBI Annexure)

As shown in the example (Pages 4–6):

• Earlier (gross): FPI had higher pay-in obligations (₹2000)

• Now (net): Pay-in reduces to ₹1000, improving capital efficiency

The diagrams on pages 5 and 6 clearly depict how fund flows between FPI → Custodian → Clearing Corporation become more efficient under the new mechanism.

7. Regulatory Basis

Issued under:

• Section 11(1) of SEBI Act, 1992

• Regulation 44 of SEBI (FPI) Regulations, 2019

Source: https://www.sebi.gov.in/legal/circulars/apr-2026/review-of-requirement-relating-to-registration-for-a-not-for-profit-organization-on-social-stock-exchange-and-minimum-subscription-requirement-for-issuance-of-zero-coupon-zero-principal-instruments_100935.html

1. Background

To promote the growth of the Social Stock Exchange (SSE) and facilitate ease of fundraising for Not-for-Profit Organizations (NPOs), SEBI has reviewed certain regulatory requirements under the SSE framework.

2. Key Changes Introduced

2.1 Extension of Registration Validity for NPOs

• NPOs can now remain registered on SSE without raising funds for up to 3 years

• Earlier limit: 2 years

• Additional 1-year extension is subject to SSE approval

2.2 Reduction in Minimum Subscription Requirement (ZCZP Instruments)

• Minimum subscription reduced from 75% → 50%

• Applicable for issuance of Zero Coupon Zero Principal (ZCZP) Instruments

• Condition:

  • SSE must conduct due diligence

  • Funds raised should still be sufficient for meaningful project implementation

2.3 Enhanced Disclosure Requirements for Under-subscription

NPOs must disclose in the fund raising document:

• Plan to raise remaining capital if minimum subscription is partially met

• Impact on project objectives if full funding is not achieved

⚠️ If minimum subscription (50% or 75%) is not achieved → Funds must be refunded

3. Regulatory Modifications

This circular introduces amendments to the SEBI Master Circular dated January 19, 2026, specifically:

• Insertion of provisions under Regulation 292F

• Updates to clauses relating to subscription thresholds and disclosures

4. Objective of the Circular

• Improve accessibility to SSE for NPOs

• Encourage broader participation

• Enable flexible fundraising while maintaining accountability

5. Effective Date

This circular is effective immediately from April 15, 2026

Source: https://www.sebi.gov.in/legal/circulars/apr-2026/relaxation-from-the-applicability-of-sebi-master-circular-for-compliance-with-the-provisions-of-the-sebi-listing-obligations-and-disclosure-requirements-regulations-2015-on-non-compliance-with-the-_100787.html

1. Background

As per the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, listed entities are required to maintain minimum public shareholding (MPS). Non-compliance typically attracts penal actions including fines, freezing of promoter shareholding, and other restrictions.

2. Key Relaxation Announced

SEBI has granted a one-time relaxation from the applicability of penal provisions under its Master Circular dated July 11, 2023.

• Applicable Period: April 1, 2026 to September 30, 2026

• Relief Provided:

  • No penal action will be taken for non-compliance with MPS during this period

  • Any penal actions already initiated during this period shall be withdrawn

3. Rationale

The relaxation has been introduced in light of:

• Prevailing capital market volatility

• Ongoing geopolitical tensions impacting market conditions

• Practical challenges faced by listed entities in achieving MPS compliance

4. Directions to Stock Exchanges

Stock exchanges are required to:

• Notify all listed entities about this circular

• Disseminate the circular on their websites

• Amend relevant bye-laws, rules, and regulations if necessary

5. Important Note

This is a temporary relief from penalties only.
Listed entities are still expected to take necessary steps to achieve compliance with MPS requirements within a reasonable timeframe.

6. Effective Date

This circular is effective immediately from April 7, 2026.

1. Applicability

All SEBI-registered Alternative Investment Funds (AIFs) are required to file the Annual Return on Foreign Liabilities and Assets (FLA) where the AIF:

• Has received Foreign Direct Investment (FDI); and/or

• Has made Overseas Direct Investment (ODI)

as on end-March of the reporting year or previous year.

2. Due Date

• The FLA return is required to be filed on or before July 15 of each year.

• Filing may be based on:

  • Audited financial statements; or

  • Unaudited/provisional financials

• Where filed on a provisional basis, a revised return must be submitted upon finalization of audited financials.

3. Filing Mechanism (Specific to AIFs)

AIFs are required to follow the below process:

1. Register on the RBI’s FLAIR portal

2. Request the prescribed FLA return format via email (flareturn@rbi.org.in)

3. Submit the duly filled Excel return via email

4. Key Reporting Parameters

• Reporting is based on foreign liabilities and assets position as at end-March

• Both current year and previous year data are required

• Only foreign exposure is to be reported (domestic items excluded)

• No requirement to submit:

  • Balance Sheet

  • Profit & Loss Account

5. Non-Compliance

Failure to file the FLA return within the prescribed timeline:

• Constitutes a contravention under FEMA, 1999

• May result in:

  • Monetary penalties, and/or

  • Late Submission Fees (LSF)

6. Additional Clarifications

• Filing is required even if:

  • No fresh FDI/ODI in current year, but exists in previous year

• Revised filing is mandatory post audit (irrespective of variance)

• Delayed filings for previous years may be permitted with RBI approval

7. Regulatory Significance

The FLA return forms a critical input for:

• India’s Balance of Payments (BoP)

• International Investment Position (IIP)

• Global investment statistics under IMF frameworks

🔎 AIFServices.in Note

Given the non-standard (email-based) filing workflow for AIFs, fund managers are advised to:

• Maintain structured tracking of foreign investments

• Ensure accurate classification of capital and debt components

• Plan for provisional filing and timely revisions

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.

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.

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.