A quicker route to market
Under the new framework, regular AIF schemes can now be launched 10 working days after filing the Placement Memorandum with SEBI, unless the regulator advises otherwise. For a fund's first scheme, the launch can take place from the date of SEBI registration or after 10 working days from filing the application, whichever is later.
The change is expected to make fundraising timelines more predictable and help fund managers bring investment products to market faster, reducing procedural delays without eliminating regulatory oversight.
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What is an Alternative Investment Fund (AIF)?
An Alternative Investment Fund (AIF) is a privately pooled investment vehicle regulated by the Securities and Exchange Board of India (SEBI) that invests in assets other than traditional options such as stocks, bonds, or mutual funds. AIFs typically invest in alternative asset classes like private equity, venture capital, hedge funds, real estate, infrastructure, distressed assets, and commodities. They are primarily designed for high-net-worth individuals (HNIs), ultra-HNIs, institutional investors, and accredited investors seeking portfolio diversification and potentially higher returns.
Under SEBI regulations, the minimum investment in an AIF is generally ₹1 crore (except for accredited investors under specified norms). AIFs can be structured as trusts, companies, LLPs, or corporate bodies and are classified into Category I, Category II, and Category III based on their investment strategy and objectives.
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Merchant bankers assume greater responsibility
A key feature of the GARUDA mechanism is the enhanced role of merchant bankers.
Every Placement Memorandum for a regular AIF scheme must now be filed through an independent SEBI-registered merchant banker, who will be responsible for carrying out due diligence on all disclosures. The merchant banker must satisfy itself about the veracity and adequacy of the information contained in the PPM and certify that the disclosures enable investors to make informed investment decisions. Merchant bankers associated with the AIF, its sponsor, manager or trustee are not permitted to undertake this role.
SEBI has also mandated that the Placement Memorandum include a disclaimer confirming that the merchant banker has independently verified the disclosures and that the document complies with applicable regulations.
Faster process, not automatic approval
The market regulator clarified that filing a Placement Memorandum does not amount to SEBI approval. Responsibility for the accuracy and completeness of disclosures continues to rest with the manager and the merchant banker, who may face regulatory action if there are material omissions, inaccuracies or misleading statements.
SEBI's GARUDA Framework: What's changing
| Aspect |
Earlier Framework |
GARUDA Framework |
| Launch timeline for regular AIF schemes |
After SEBI's processing/comments |
Can launch 10 working days after filing the PPM with SEBI, unless advised otherwise |
| First scheme launch |
After SEBI registration and regulatory process |
From the date of SEBI registration or after 10 working days from filing, whichever is later |
| Role of merchant banker |
Assisted in PPM filing |
Independent due diligence on disclosures becomes mandatory for regular schemes |
| Merchant banker eligibility |
Not specifically highlighted |
Cannot be an associate of the AIF, sponsor, manager or trustee |
| Disclosure responsibility |
Shared regulatory oversight |
Merchant banker and AIF manager responsible for accuracy and completeness of disclosures |
| SEBI approval |
Filing often perceived as regulatory clearance |
Filing a PPM does not imply SEBI approval |
| AI-only Funds & LVFs |
More filing requirements |
Can launch schemes immediately after filing the PPM; merchant banker route not required |
| Angel Funds |
Merchant banker route applicable |
Exempt from merchant banker filing; can circulate PPM immediately after registration |
| Naming requirement |
No specific suffix |
AI-only Funds must use "AI Only Fund"/"AIOF"; Large Value Funds must use "LVF" in scheme names |
| Effective date |
Previous framework |
Effective immediately for PPMs filed after the AIF (Second Amendment) Regulations, 2026 |
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Relief for specialised AIF categories
The circular also eases compliance requirements for Accredited Investor (AI)-only Funds, Large Value Funds (LVFs) and Angel Funds.
AI-only Funds and LVFs are exempt from routing their Placement Memorandums through merchant bankers and may launch schemes immediately after filing the PPM with SEBI. Likewise, Angel Funds can begin circulating their Placement Memorandums to investors immediately after obtaining SEBI registration. For these categories, responsibility for disclosures rests with the AIF manager, supported by prescribed undertakings.
The circular came into force with immediate effect and applies to all Placement Memorandums filed after the notification of the SEBI (Alternative Investment Funds) (Second Amendment) Regulations, 2026.
The GARUDA framework marks a shift towards a disclosure- and accountability-based regulatory approach. By shortening launch timelines while strengthening the role of merchant bankers and fund managers, SEBI aims to improve the ease of doing business for India's growing AIF industry without compromising investor protection.
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