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

Master Circular for AIFs: chapter guide

The Master Circular (issued 3 June 2026, updated 7 September 2026) brings SEBI's AIF circulars together in 25 chapters. Use this guide to find the right chapter; read the circular itself for the requirements.

Chapter 1 · Requirements and clarifications pertaining to registration of AIFsp. 7
  • 1.1 Sharing of Private Placement Memorandum (PPM).
  • 1.2 Account opening with the AIF
  • 1.3 In-principle approval
  • 1.4 Change in category of AIF
  • 1.5 Classification of Corporate Debt Market Development Fund as Category I AIF
Chapter 2 · Filing of PPM for launch of AIF schemep. 10
  • 2.1 Template(s) for PPM
  • 2.2 Disclosure of distribution waterfall and disciplinary history in PPM
  • 2.3 Disclosure of Investor Charter and Investor complaints in PPM
  • 2.4 Modalities for filing of PPM and launch of Regular schemes
  • 2.7 Explanation -For the purpose of the aforementioned paragraphs 2.4 to 2.
Chapter 3 · On-boarding of investors by AIFsp. 17
  • 3.1 Eligibility for on-boarding investors to AIFs
  • 3.2 Conditions for fund raising by AIFs
  • 3.3 Information on performance of scheme/fund.
Chapter 4 · Investment instrument/security specific conditions for AIFsp. 20
  • 4.1 Investment in units of AIFs
  • 4.2 Participation of AIFs in Credit Default Swaps
  • 4.3 Transaction in Corporate Bonds through Request for Quote (RFQ) platform
  • 4.4 Clarifications related to investments by AIFs
  • 4.5 Risks associated with the portfolio, such as concentration risk, foreign exchange
Chapter 5 · Guidelines for overseas investments by AIFs and related reportingp. 24
  • 5.1 Investment conditions
  • 5.2 Allocation of overseas investment limit
Chapter 6 · Framework for AIFs to make co-investment within the AIF structurep. 27
  • 6.1 Redressal of investor complaints received directly from investors and/ or from SEBI
Chapter 7 · Operational and prudential norms for Category III AIFsp. 29
  • 7.1 Calculation of investment concentration norm for Category III AIFs
  • 7.2 Prudential requirements with respect to leverage
  • 7.3 Breach of leverage limits
  • 7.4 Risk Management and Compliance
  • 7.5 Redemption norms for open ended schemes of Category III AIFs
  • 7.6 Breach in corpus of open ended schemes of Category III AIFs
Chapter 8 · Operational and prudential norms for Angel Fundsp. 34
  • 8.11 Angel Funds shall report necessary information including investment wise valuation and
  • 8.13 Unless specified otherwise, any limit/condition applicable to Angel Funds under AIF
Chapter 9 · Norms for Special Situation Fundsp. 38

See the circular for this chapter's sections.

Chapter 10 · Framework for Accreditation of Investorsp. 39
  • 10.1 Accreditation Agency
  • 10.2 Eligibility Criteria for Accredited Investors
  • 10.3 Procedure for Accreditation
  • 10.4 Validity of Accreditation
  • 10.5 Procedure to avail benefits linked to accreditation
  • 10.6 Flexibility to investors to withdraw ‘Consent’
Chapter 11 · Dematerialisation of units and investments of AIFs and collection of stamp duty…
  • 11.1 Issuance of units of AIFs in dematerialised form
  • 11.2 Credit of units of AIFs in dematerialised form
  • 11.3 Reporting of value of units of AIFs to Depositories
  • 11.4 Directions to depositories
  • 11.6 Holding investments of AIFs in dematerialised form
Chapter 12 · Timeline for first close and calculation of tenure of AIFsp. 49
  • 12.2 Calculation of tenure of close-ended schemes of AIFs
Chapter 13 · Material change and change in Sponsor or Manager of AIFsp. 51
  • 13.1 Procedure for ‘Material Change’ including change in control of manager/sponsor or
  • 13.2 Fee for change in control of manager/sponsor or change in manager/sponsor of
  • 13.3 Change in control of Sponsor and/or Manager of AIF involving scheme of
Chapter 14 · Guidelines for Category I and II AIFs on borrowing and creation of…

See the circular for this chapter's sections.

Chapter 15 · Guidelines with respect to excusing or excluding an investor from an investment…

See the circular for this chapter's sections.

Chapter 16 · Direct plan for schemes of AIFs and trail model for distribution commission in…
  • 16.1 Direct Plan for schemes of AIFs
  • 16.2 Trail model for distribution commission in AIFs
Chapter 17 · Obligations of manager, sponsor, investment committee and trustee of AIFsp. 59
  • 17.1 Appointment and designation of personnel of AIF and manager
  • 17.2 Appointment of custodian for AIFs
  • 17.3 Constitution of Investment Committee
  • 17.4 Code of conduct
  • 17.5 Stewardship Code
  • 17.6 Other obligations
Chapter 18 · Standardised approach to valuation of investment portfolio of AIFsp. 62
  • 18.1 Manner of valuation of AIF’s investments
  • 18.3 Eligibility criteria for Independent Valuer
Chapter 19 · Pro-rata and pari-passu rights of investors of AIFsp. 65
  • 19.1 Pro-rata rights of investors of AIFs –
  • 19.2 Pari-passu rights of investors of AIFs –
Chapter 20 · Specific due diligence of investors and investments of AIFsp. 69
  • 20.3 Investors availing benefits designated for QIBs through AIFs
  • 20.5 RBI regulated lenders/entities ever-greening their stressed loans/assets through
  • 20.7 Investment from countries sharing land border with India through AIFs
Chapter 21 · Periodic reporting requirements for AIFsp. 73
  • 21.1 Reporting of investment activities by AIFs
  • 21.2 Compliance Test Report (CTR)
  • 21.3 Audit of terms of PPM
  • 21.4 Changes in PPM
  • 21.5 Reporting of investments of AIFs under custody
Chapter 22 · Performance Benchmarking of AIFsp. 77
  • 22.3 Benchmarking Agency and dissemination of performance benchmarks
  • 22.4 Operational guidelines for reporting by AIFs to Benchmarking Agencies
  • 22.5 Disclosure of performance benchmarks
  • 22.6 Customized Performance Reports
Chapter 23 · Flexibility to AIFs and their investors to deal with unliquidated investments of…
  • 23.1 Dissolution period
  • 23.3 In-specie distribution of unliquidated investments of a scheme
  • 23.4 Mandatory in-specie distribution of unliquidated investments
  • 23.8 Responsibility for compliance
Chapter 24 · Modalities for migration of Venture Capital Funds to AIF Regulationsp. 89
  • 24.3 Modalities and conditions for migration to AIF Regulations
Chapter 25 · Guidelines for winding up of AIFs with respect to retention of proceedsp. 91
  • 25.3 Application for ‘Inoperative Fund’ status
  • 25.4 Regulatory framework applicable to ‘Inoperative funds’
  • 25.5 Applicability to erstwhile Venture Capital Funds

Chapter titles are as printed in the circular's contents; titles cut off there are shown with “…”.

This is a learning and compliance-preparation tool. Plain-English readings, practical notes, 'what changed' summaries, the timeline and calculators are the portal's interpretation and do not replace professional advice or the notified Gazette text of the IFSCA (Fund Management) Regulations, 2025 and its amendments.