SEBI AIF Master Circular Updated November 5, 2026: New Accredited Investor Framework and Compliance Rules

SEO Title: SEBI AIF Master Circular Updated November 5, 2026: New Accredited Investor Framework and Compliance Rules

Summary: The Securities and Exchange Board of India (SEBI) has updated its Master Circular for Alternative Investment Funds (AIFs), originally issued on June 3, 2026, with the latest revision dated November 5, 2026. The Master Circular consolidates regulatory instructions issued under the SEBI (Alternative Investment Funds) Regulations, 2012, providing AIFs, custodians, depositories and registrar and transfer agents with a consolidated regulatory reference. The original circular incorporated applicable SEBI directions issued up to May 31, 2026 and superseded the earlier Master Circular dated May 7, 2024. The updated version further incorporates four circulars issued between June and November 2026, addressing winding up of AIFs, retention of proceeds and Inoperative Fund status, the GARUDA mechanism for processing placement memoranda, relaxation of the Accredited Investor compliance timeline for Angel Funds, and review of the Accredited Investor framework. The Master Circular also establishes the legal consequences of consolidating and rescinding earlier regulatory instructions. Directions contained in the circulars listed in Annexure 24 stand rescinded to the extent applicable to AIFs, while preserving actions already taken, pending applications, accrued rights and obligations, liabilities, penalties, investigations and legal proceedings. It requires the trustee, sponsor or manager, as applicable, to ensure that the Compliance Test Report prepared under paragraph 21.2 covers compliance with every chapter of the Master Circular. Issued under Section 11(1) of the SEBI Act, 1992, the updated framework is relevant to AIF managers, trustees, sponsors, custodians, depositories and other market intermediaries responsible for regulatory compliance, investor protection, fund operations and reporting obligations.

Securities and Exchange Board of India

Master Circular No. HO/19/34/11(6)2025-AFD-POD1/I/12928/2026 | Dated: November 05, 2026

Issued on: June 03, 2026

To,
All Alternative Investment Funds
All Custodians
All Depositories
All Registrar to an Issue and Share Transfer Agents

Dear Sir/Madam,

Sub: Master Circular for Alternative Investment Funds (AIFs)

1. For effective regulation of Alternative Investment Funds (AIFs), the Securities and Exchange Board of India (SEBI) has been issuing various circulars from time to time. In order to enable AIFs and other market stakeholders to have access to all applicable Circulars in the subject matter at one place, SEBI’s Master Circular No. SEBI/HO/AFD-1/AFD-1-PoD/P/CIR/2024/39 for AIFs dated May 07, 2024 was issued as a compilation of such relevant circulars issued under SEBI (Alternative Investment Funds) Regulations, 2012 up to March 31, 2024.

2. Subsequently, various circulars have been issued by SEBI under SEBI (Alternative Investment Funds) Regulations, 2012. The provisions of such circulars issued till May 31, 2026 have been incorporated in this Master Circular, which supersedes the Master Circular for AIFs dated May 07, 2024.

3. Further, this Master Circular has been updated to incorporate the provisions of the following circulars –

–

4. With the issuance of this Master Circular, all directions/instructions contained in the circulars listed out in Annexure 24 to this Master Circular shall stand rescinded to the extent they relate to AIFs.

5. Notwithstanding such rescission:

a. anything done or any action taken or purported to have been done or taken under the rescinded circulars, prior to such rescission, shall be deemed to have been done or taken under the corresponding provisions of this Master Circular;

b. any application made to SEBI under the rescinded circulars prior to such rescission, and pending before it, shall be deemed to have been made under the corresponding provisions of this Master Circular; and

c. the previous operation of the rescinded circulars or anything duly done or suffered thereunder, any right, privilege, obligation or liability acquired, accrued or incurred under the rescinded circulars, any penalty, incurred in respect of any violation committed against the rescinded circulars, or any investigation, legal proceeding or remedy in respect of any such right, privilege, obligation, liability, penalty as aforesaid, shall not be affected by such rescission and shall be enforceable as if the rescinded circulars had continued to be in force.

6. The trustee / sponsor / manager of AIF, as the case may be, shall ensure that the ‘Compliance Test Report’ prepared by the manager of the AIF, in terms of para 21.2 of this Master Circular, includes compliance with the provisions of all chapters of this Master Circular.

7. This Master Circular is issued in exercise of powers conferred under Section 11(1) of the Securities and Exchange Board of India Act, 1992 to protect the interests of investors in securities and to promote the development of, and to regulate, the securities market.

8. This Master Circular is available on SEBI website at www.sebi.gov.in in the path “Legal → Master Circulars” and “Info for → Alternative Investment Funds”.

Yours sincerely,

Anshul Goyal
Deputy General Manager
Tel no.: +91-22-2644 9389
[email protected]