**Summary:**
SEBI Circular SEBI/HO/AFD/AFD-PoD-1/CIR/2025/29, dated March 03, 2025, addresses a relaxation in the reporting timeline for differential rights issued by Alternative Investment Funds (AIFs). This circular amends the Securities and Exchange Board of India (Alternative Investment Funds) Regulations, 2012, which were previously updated on November 18, 2024, concerning the pro-rata and pari passu rights of AIF investors. It also references SEBI Circular dated December 13, 2024, which outlined the framework for differential rights offered by AIFs to select investors.
The circular extends the deadline for a one-time reporting requirement mandated for AIFs/schemes of AIFs whose Private Placement Memorandums (PPMs) were filed with SEBI on or after March 01, 2020, and which have issued differential rights not covered by the Standard Setting Forum for AIFs' implementation standards. The original deadline of February 28, 2025, has been extended to March 31, 2025, in response to requests from the AIF industry.
This circular, effective immediately, is issued under Section 11(1) of the Securities and Exchange Board of India Act, 1992, and Regulations 20(2) and 36 of the AIF Regulations. It aims to protect investor interests, promote market development, and regulate the securities market. The circular is available on the SEBI website (www.sebi.gov.in) under "Legal Framework Circulars" and "Info for Alternative Investment Funds."
For further information, contact Sanjay Singh Bhati, Deputy General Manager, at Tel no.: 912226449222 or via email at ssbhati@sebi.gov.in.
Key Entities Referenced
Securities and Exchange Board of India (SEBI): Regulatory body for securities and investment in India.
Alternative Investment Funds (AIFs): Privately pooled investment funds that collect funds from sophisticated investors.
Securities and Exchange Board of India Alternative Investment Funds Regulations, 2012 (AIF Regulations): Regulations governing Alternative Investment Funds in India.
SEBI Circular dated December 13, 2024: Circular issued by SEBI regarding prorata and pari passu rights of investors of AIFs.
PPMs: Private Placement Memorandums, documents filed with SEBI by AIFs.
Standard Setting Forum for AIFs: An organization that formulates implementation standards for AIFs.
Securities and Exchange Board of India Act, 1992: Act of the Parliament of India that established SEBI.
Section 11(1) of the Securities and Exchange Board of India Act, 1992: Section of the act that confers powers to SEBI.
CIRCULAR
SEBI/HO/AFD/AFD-POD-1/P/CIR/2025/29 March 03, 2025
To,
All Alternative Investment Funds (AIFs)
Sir/Madam,
Sub: Relaxation in timeline for reporting of differential rights issued by AIFs
1. Securities and Exchange Board of India (Alternative Investment Funds)
Regulations, 2012 (“AIF Regulations”) have been amended and notified on
November 18, 2024, with respect to maintaining pro-rata and pari-passu rights
of investors in a scheme of an AIF.
2. Subsequently, SEBI Circular dated December 13, 2024 on ‘Pro-rata and pari-
passu rights of investors of AIFs’ prescribed, inter-alia, the framework with
respect to differential rights that may be offered by AIFs to select investors
without affecting the rights of other investors.
3. In terms of para 17.1. of the aforesaid SEBI circular, a one-time reporting
requirement has been mandated for AIFs/schemes of AIFs whose PPMs were
filed with SEBI on or after March 01, 2020, and have issued differential right(s)
which do not fall under the implementation standards formulated by Standard
Setting Forum for AIFs. Such information was to be submitted to SEBI in the
prescribed format, on or before February 28, 2025.
4. Based on representation received from the AIF industry requesting additional
time to meet the aforesaid reporting requirement, it has been decided to extend
the said timeline to March 31, 2025, for ease of compliance.
5. This circular shall come into force with immediate effect.
6. This circular is issued with the approval of the competent authority.
Page 1 of 27. This circular is issued in exercise of powers conferred under Section 11(1) of
the Securities and Exchange Board of India Act, 1992, read with Regulations
20(22) and 36 of AIF Regulations, to protect the interests of investors in
securities and to promote the development of, and to regulate the securities
market.
8. The circular is available on SEBI website at www.sebi.gov.in under the
categories "Legal framework - Circulars" and "Info for - Alternative Investment
Funds”.
Yours faithfully,
Sanjay Singh Bhati
Deputy General Manager
Tel no.: +91-22-26449222
ssbhati@sebi.gov.in
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