What is AIF Compliance?

If you are operating an alternative investment fund in India, complying with SEBIโ€™s AIF regulations is essential to ensure smooth fund operations and investor confidence. SEBI AIF compliance refers to the set of regulatory, reporting, disclosure, and governance requirements that every category I, II, and III AIF must follow under SEBI (Alternative Investment Funds) Regulations, 2012.

Enterslice is Indiaโ€™s No. 1 AIF compliance advisory platform. Through our AIF compliance services, we ensure that fund managers adhere to rules related to fund investment limits, risk management, valuation norms, and periodic reporting to SEBI. Compliance with AIF deadlines for certifications, audits, and reports ensures ongoing regulatory adherence with certain obligations.

Ensures Adherence to SEBI AIF Regulations, 2012

Strengthens Investor Confidence and Transparency

Simplifies Reporting, Valuation, and Governance Requirements

Enables Smooth Fund Registration and Ongoing Operations

Helps Reduce Compliance Burden up to 40%

Opens the Door for High Returns

Ensure Hassle-Free Fund Operations with Robust AIF Compliance in India

Let our experts manage your AIF compliance, SEBI reporting, and regulatory filings with accuracy and efficiency in India.

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What are the Key AIF Compliance Requirements Under SEBI Regulations?

According to SEBI (Alternative Investment Funds) Regulations, 2012, there exist different compliance requirements for each category of AIF in India. Have a look at the following AIF compliance requirements, as discussed below:

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File SEBI Reports

Alternative investment funds must file various reports with SEBI on a regular basis. However, the frequency and type of reports vary by AIF category.

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Comply with Investment Regulations

Alternative investment funds must comply with various regulations related to their investments, disclosures, and risk management.

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Maintain Proper Governance Structure

AIFs must appoint a trustee, manager, independent valuer, auditor, and compliance officer, who ensure proper oversight, conflict-of-interest policies and internal controls.

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Adhere to PPM and Disclosure Norms

AIFs must comply with the Placement Memorandum (PPM) guidelines, including conducting annual PPM audits and timely disclosure of material changes, fees, expenses, and risk factors.

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Ensure Valuation & NAV Compliance

All AIFs must conduct independent valuations at SEBI-defined intervals and disclose accurate NAVs & performance reports to investors.

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Submit Event-Based Disclosures

Any change in manager, sponsor, KMP, fund strategy, or control must be promptly disclosed to SEBI along with supporting documents.

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Comply with Tax & TDS Obligations

AIFs must comply with applicable tax regulations, correctly deduct TDS, and maintain compliance with fund-level taxation rules.

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Comply with Custody & Record-Keeping Requirements

All AIFs must comply with SEBI-regulated norms on custody arrangements, investor documentation, and proper record-keeping.

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Maintain Robust Risk-Management Systems

AIFs, especially category III funds, must maintain a robust risk management system covering market, liquidity, operational, and leverage risks.

What is the Importance of SEBI AIF Compliance?

The importance of SEBI AIF compliance is as discussed below:

Promotes Financial Inclusion

By offering credit to underserved markets, your NBFCs promote financial inclusion and contribute to the country's economic growth.

Transparency and Accountability

SEBI AIF compliance promotes clear disclosures, periodic reporting, audited financials, and valuation accuracy, thereby enabling investors to make informed decisions.

Build Investor Trust

SEBI AIF compliance strengthens investorsโ€™ confidence and trust by ensuring that the fund managers follow ethical practices, maintain proper governance, and adhere to SEBI norms.

Risk Mitigation

SEBI AIF compliance helps identify, manage, and reduce financial, operational, and compliance risks, especially in complex or leveraged fund strategies.

Avoids Legal and Financial Penalties

Compliance with SEBI AIF norms helps prevent regulatory fines, fund suspensions, or the cancellation of AIF registrations due to non-compliance.

Ensure Market Integrity and Stability

Compliance with SEBI AIF regulations helps maintain discipline within the alternative investment ecosystem, thereby contributing to a fair, transparent, and stable securities market.

What are the Steps to Maintain Alternative Investment Fund Compliance with SEBI?

Maintaining alternative investment fund compliance with SEBI requires adherence to the following steps, as discussed below:

Conduct Initial Compliance Assessment

The first step is to identify regulatory gaps and appropriate remediation actions by reviewing the fund structure, documents, and SEBI category requirements.

Establish Governance & Internal Controls

The next step is to establish custodian, trustee, and manager roles by implementing the AML, KYC, and risk management framework in India.

Prepare SEBI-Mandated Compliance Calendar

The next step is to prepare the SEBI-mandated compliance calendar, comprising quarterly, annual, valuation, and investor reporting timelines to avoid non-compliance.

File SEBI Reports & Regulatory Disclosures

The next step is to submit quarterly filings, activity reports, annual certifications, and to notify SEBI of any operational or structural changes.

Ensure Valuation, NAV & Investor Reporting

Further, it is mandatory to conduct SEBI-compliant valuations, disclose NAVs, and provide periodic performance & risk reports to investors.

Perform Annual Audit & Continuous Monitoring

The last step requires performing statutory audits and tracking SEBI circulars to update policies and maintain ongoing compliance in India.

What Should an Alternative Investment Fund Compliance Checklist Include?

The scope of an alternative investment fund compliance checklist extends to include the following:

Compliance with SEBI registration requirements

Obtain permanent account numbe

Appointment of compliance officer

Establish integral governance documents

Verify KYC, AML, and investor accreditation status

Adhere to PPM and other fund documents

Ensure mitigation of potential conflicts of interest

Conduct investment valuation at least every 6 months

Comply with Stewardship Code principles for investments

Provide investors with regular updates

Conduct an annual audit of compliance with the terms of the PPM

Appoint a qualified auditor to conduct an annual financial review

Ensure compliance with income tax returns and withholding tax requirements

Report utilization of overseas investment limits to SEBI

Promote disclosure of material events

Save 40%+ time on compliance. Stay audit-ready year-round and avoid penalties.

AIF Compliance with Provisions Applicable to SEBI-Registered Intermediaries

AIFs and their managers, as SEBI-registered intermediaries, must comply with the SEBI (Intermediaries) Regulations, 2008, as well as all circulars and guidelines issued from time to time. However, compliance with circulars and guidelines includes KYC requirements, anti-money laundering requirements, and the outsourcing of activities, as and when issued by SEBI.

Have a look at the key AIF compliance obligations of SEBI-registered intermediaries, as discussed below:

Grievance Redressal Obligation

It includes a system in place to handle investor grievances, and a regulatory report on grievances must be uploaded to the SEBI-specified website.

KYC and AKM Compliance

SEBI-registered intermediaries must comply with the KYC and AML policy framework and report suspicious transactions to the appropriate authorities, such as the Financial Intelligence Unit (FIU).

Appointment of Compliance Officer

As defined under SEBI (Intermediaries) Regulations, the registered intermediaries must appoint a compliance officer to oversee compliance with all SEBI guidelines and circulars.

Cyber Security & Data Protection Standards

SEBI expects AIFs to implement data security, cybersecurity controls, and incident-reporting mechanisms to protect sensitive investor information.

What are the Challenges While Ensuring Alternative Investment Fund Compliance?

AIFs face key difficulties and significant alternative investment fund compliance challenges, as discussed below:

  • Regulatory complexity and frequent changes in SEBI regulations
  • Extensive documentation, disclosures, and reporting accuracy
  • Strict investment across categories I, II, and III AIFs
  • Valuation complexities, especially for illiquid assets
  • High compliance burden for cross-border transactions
  • Robust risk-management requirements for category III funds
  • Investor guidance and compliant reporting
  • Lack of internal compliance expertise for newly registered AIFs

Talk to Enterslice consultants, and let us help you overcome the challenges with minimum effort.

What are the Penalties for Non-Compliance with AIF Regulations?

The penalties for any non-compliance with SEBI rules and regulations result in serious consequences as discussed below:

  • Cancellation/ suspension of AIF registration for violation of SEBI AIF Regulations
  • Heavy monetary fines and penalties for failure to comply with reporting & disclosure norms
  • Prohibition from raising funds or launching new schemes for the suppression of material information
  • Restrictions on fund operations for non-adherence to valuation, governance, and audit requirements
  • Direction to refund for any breach of investment conditions or leverage limits
  • Increased regulatory scrutiny for any failure in risk management or custodian obligations
  • Debarment of fund manager, sponsor, or KMP for any repetition of major non-compliances

AIF Category Compliance Comparison: Category I vs Category II vs Category III

The key details of AIF category compliance comparison among categories I, II and III are as discussed below:

Mandatory Compliance AIF Category I AIF Category II AIF Category III
Strategy Startups, SME, Infrastructure, Social Ventures, PE/VC Private Equity, Debt/Private Credit/Hybrid Funds Hedge Funds, Complex Trading and Leverage Strategies
Leverage Allowed Only Temporary Leverage Permitted (e.g., Bridge) Not Permitted, except temporary โ‰ค10% (SEBI 2024) Permitted, as per the SEBI leverage framework
Derivatives Usage Limited to Hedging only Common in Credit and Structural Deals, for Hedging only For Hedging, Leveraging, and Short Selling
Valuation Frequency Semi-Annual Semi-Annual Quarterly
Independent Valuer Requirement Mandatory Mandatory Mandatory
Minimum Corpus (per Scheme) Rs. 20 crores Rs. 20 crores Rs. 20 crores
Minimum Investor Commitment Rs. 1 crore (exceptions apply) Rs. 1 crore (exceptions apply) Rs. 1 crore (exceptions apply)
Custodian Requirement Mandatory if corpus > Rs. 500 crores Mandatory if corpus > Rs. 500 crores Mandatory, regardless of corpus
PPM Annual Audit Required Required Required
Compliance Test Report (CTR) Annual Annual Annual (enhanced checks for leverage)
Quarterly Activity Report to SEBI Required Required Required
Quarterly Valuation Disclosure Not Required Not Required Required
NAV Disclosure to Investors At least half-yearly (often quarterly) At least half-yearly (often quarterly) Quarterly or monthly, based on market norms
Principal Officer & Designated Director communication to FIU Required Required Required
STR/CTR reporting Required where triggers are met Required, more complex investor structures Required, more frequent trading related alerts
Quarterly Investor Complaints Report Required Required Required
Monthly FEMA/ RBI Reporting Required Required Required
Performance Benchmarking Data Mandatory Half-Yearly Submission to Benchmarking Agency Mandatory Half-Yearly Submission to Benchmarking Agency Mandatory Half-Yearly Submission to Benchmarking Agency
Pass-Through for Capital Gains Yes (subject to conditions) Yes (subject to conditions) No (Category III taxed per scheme structure)
Business Income Taxed at AIF Level Yes Yes Yes
TDS Under Section 14 LBB Required Required (large volume in credit fund) Required
Forms 64D (fund to ITD) and 64C (fund to investors) Required Required Required
Risk Management System High level Moderate Advanced with stringent risk controls due to leverage
FLA Return: foreign liabilities & assets If foreign capital or overseas assets Frequently applicable Frequently applicable
DPIIT/SIA intimation: downstream investments Case-based Case-based Case-based
Private Credit Monitoring Optional Mandatory when investing in debt Mandatory
CDS/ Derivatives Reporting Not Applicable Not Applicable Mandatory
Overseas Investment Reporting Required (if investing abroad) Required Required
KMP Change Reporting Required Required Required
Change in Manager/ Sponsor Prior SEBI intimation required Prior SEBI intimation required Prior SEBI intimation required (with higher security)

Why Trusts Enterslice for SEBI AIF Compliance?

As a consulting firm, we ensure compliance with SEBI AIF regulations for fund structuring, reporting, and investor onboarding. Partner Enterslice to simplify your journey for a compliant AIF in India. Hereโ€™s why connecting with us is the right choice for SEBI AIF compliance management in India:

  • In-depth expertise in SEBI AIF regulations & compliance framework
  • Ensures end-to-end assistance in fund registration, filing, and disclosure
  • Services extended across 5000+ pin codes in India
  • 10+ years in AIF compliance advisory
  • Access to a network of 10,000+ legal, financial, and regulatory experts
  • Proven track record of successful AIF registrations and seamless compliance
  • Offers ongoing reporting, audit readiness, and adherence to FEMAโ€™s provisions
  • Cost-effective service packages tailored to AIF categories I, II, and III
  • Regular updates on SEBI circulars, amendments, and compliance deadlines
  • Post-registration support for fund operations, investor management, and regulatory interactions
  • Helps know more about the AIF regime in IFSC at GIFT City
  • Holds a deep understanding of non-audit services in India
  • Helps manage the complex regulatory landscape with updated compliance requirements
  • Provides compliance training programs to educate AIFs from time to time
  • Conducts comprehensive compliance audits to identify non-compliance issues

Frequently Asked Questions on Alternative Investment Fund Compliance

AIF compliance refers to the process of ensuring compliance with the SEBI (Alternative Investment Fund) Regulations, 2012. This further includes obtaining SEBI registration, regular reporting, investor due diligence, managing capital investments, conducting audits, and adhering to the stewardship code for listed equity investments.

AIF, which stands for Alternative Investment Fund, is a privately pooled investment vehicle that allows capital to be collected from accredited investors to invest in non-traditional assets such as private equity, venture capital, hedge funds, and real estate.

Yes, the AIFs in India are primarily regulated by the Securities and Exchange Board of India (SEBI). However, the Reserve Bank of India (RBI) regulates investments in AIF by its own regulated entities, such as banks and non-banking financial companies.

Anyone who falls under the category of sophisticated investors, including Indian residents, NRIs, and foreign nationals, is eligible to invest in an alternative investment fund.

SEBI AIF compliance services offered under our guidance include assistance with initial consultations, drafting legal documents and PPMs, and ongoing support for regulatory filings, investor reporting, and audits.

As of September 2025, there are 1550 SEBI-registered intermediaries acting as AIFs in India. However, the AIF industry has experienced significant growth with commitments surging to Rs. 13.49 trillion in the fiscal year 2024-25.

The maximum number of investors in an AIF is 1000, except for angel investors, who are limited to 49.

A designated employee or director of the AIFโ€™s manager is considered the responsible compliance officer for monitoring compliance with applicable laws and regulations.

The maximum limit for overseas AIF investment shall not exceed 25% of the scheme's investible funds, subject to an overall limit of USD 500 million.

The AIFs in India ensure compliance with additional risk management requirements, including comprehensive risk management, a strong and independent compliance function, record-keeping, and disclosure of conflicts of interest.

Overseas reporting by an alternative investment fund refers to the mandatory disclosures and filings required for investments in the securities of companies incorporated outside India.

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