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AIF & SEBI Lifecycle · Step 3 of 4

✓SEBI Registration›
✓PPM & LPA Drafting›
3Ongoing Compliance›
4Investor Tax Planning
Audit & Assurancevia SEBI AIF Portal (sebi-aif.in) + SEBI Intermediary Portal

SEBI AIF Annual Compliance — Quarterly Reports, Annual Audit & SEBI Filing (Forms C & D)

Annual and quarterly compliance for registered SEBI AIFs — Regulation 20 reports (Form D to SEBI quarterly), investor Form C reports, annual CA audit of the AIF, Investment Manager net worth certificate, PPM addendum advisory, and SEBI inspection support.

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STARTING FROM₹49,999
TYPICAL TIMELINE21 days
DOCS REQUIRED5 documents
APPLICABLE TOCompany

Regulatory Framework

SEBI (Alternative Investment Funds) Regulations, 2012: Regulation 20 — AIF reporting; Regulation 20(13) — annual audit by CA within 180 days of FY end; Regulation 22 — Form C investor report every 6 months. SEBI Circular SEBI/HO/AFD-1/PoD/P/CIR/2023/130: Investment Manager net worth requirements. Form D: quarterly SEBI submission within 1 month of quarter end. Section 10(23FB) ITA 1961: pass-through taxation — annual audit establishes characterisation.

Overview

Once an AIF is registered with SEBI, it is subject to continuous compliance obligations under the SEBI (Alternative Investment Funds) Regulations, 2012. Key obligations:

Quarterly Report to SEBI (Form D): Under Regulation 20, every AIF must submit a quarterly report to SEBI within 1 month of each quarter end (31 July, 31 October, 31 January, 30 April). The report covers portfolio details, investments, exits, valuations, and investor distribution.

Investor Report (Form C): Under Regulation 22, the Investment Manager must provide periodic reports to investors at least every 6 months, covering investment activity, portfolio valuation (fair value of each investment), fees paid, and material developments. The CA certifies portfolio valuations, especially for Category II AIFs.

Annual Audit: Under Regulation 20(13), every AIF must have its accounts audited by a Chartered Accountant and the audit report filed with SEBI within 180 days of the financial year end (i.e., by 30 September). The audit covers fund accounts, investment transactions, management fee and performance fee computation, portfolio valuation methodology, and SEBI compliance.

Investment Manager Net Worth Certificate (Annual): The Investment Manager must maintain the minimum prescribed net worth and file an annual CA-certified net worth certificate with SEBI.

Frequently Asked Questions

What quarterly reports must an AIF file with SEBI, and when?
Under Regulation 22(1) of the SEBI (Alternative Investment Funds) Regulations 2012, every AIF must submit a quarterly report to SEBI within 10 days of the end of each quarter covering NAV, investor details, portfolio holdings, and capital drawdowns. Reports are filed through the SEBI Intermediary Portal (SIP) in the prescribed XML format. Non-filing or delayed filing attracts action under Regulation 30 read with Schedule V.
When must the AIF accounts be audited and filed with SEBI?
Regulation 22(6) of the SEBI (AIF) Regulations 2012 requires each scheme of an AIF to have its accounts audited by a chartered accountant within 180 days of the financial year-end — i.e., by September 30 each year. The audited financial statements along with a compliance certificate from the fund manager must be filed with SEBI and circulated to all investors within the same timeline.
When does the PPM need to be updated and re-filed?
The Private Placement Memorandum is the offering document governed by Regulation 11 of the SEBI (AIF) Regulations 2012. Any material change — investment strategy, fee or carry structure, key investment team personnel — must be disclosed to existing investors at least 30 days before the change takes effect, and the revised PPM must be filed with SEBI within 30 days of the change under Regulation 11(4). SEBI may also require a fresh investor consent window depending on the nature of change.
What are the continuing obligations if the fund crosses Rs 500 crore in AUM?
SEBI circular SEBI/HO/AFD-1/PoD/P/CIR/2021/0665 dated August 19, 2021 classifies AIFs with corpus above Rs 500 crore as Large Value Funds, which attract additional obligations: enhanced disclosures to investors, submission of a stress-testing report, and compliance with SEBI-prescribed investment restrictions under Regulation 15. The fund manager must also maintain higher net-worth under the Third Schedule to the SEBI (AIF) Regulations 2012.
What happens if an AIF misses a SEBI quarterly filing deadline?
A delay in quarterly reporting under Regulation 22 can trigger a show-cause notice under Regulation 30 of the SEBI (AIF) Regulations 2012 and may result in suspension or cancellation of the AIF certificate of registration. SEBI may also levy penalties under Section 15HA of the SEBI Act 1992. In practice, SEBI has issued warning letters and adjudication orders for persistent non-compliance, so the compliance calendar must be monitored continuously.

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