**Summary:**
This circular, issued by the Securities and Exchange Board of India (SEBI) on June 6, 2025, announces an extension to the additional liquidation period for Venture Capital Funds (VCFs) migrating to the SEBI Alternative Investment Funds (AIF) Regulations, 2012.
Specifically, the circular extends the deadline, previously set at July 19, 2025, to July 19, 2026, for VCF schemes whose initial liquidation period has expired but have not yet been wound up, as outlined in Paragraph 5.2 of SEBI Circular No. SEBI/HO/AFD/PoD-1/CIR/2024/111 dated August 19, 2024.
This extension is based on representations and consultations with the industry to facilitate a smoother migration process. The circular clarifies that all other provisions of the August 19, 2024 circular remain unchanged, including the final application date of July 19, 2025, for eligible VCFs seeking to migrate to AIF Regulations.
This circular is issued under the authority granted by Section 11(1) of the Securities and Exchange Board of India Act, 1992, and Regulations 19(AF)(4), 36, and 39(2) of the AIF Regulations, 2012.
For further information, contact Srikant Kumar Mishra, Deputy General Manager, at Tel. No. 022-26449379 or via email at skmishra@sebi.gov.in. The circular is available on the SEBI website (www.sebi.gov.in) and takes effect immediately.
Key Entities Referenced
Alternative Investment Funds: Refers to all Alternative Investment Funds regulated by SEBI.
Venture Capital Funds: Refers to all Venture Capital Funds, particularly those registered under the SEBI Venture Capital Funds Regulations, 1996.
SEBI Venture Capital Funds Regulations, 1996: The erstwhile regulations governing Venture Capital Funds, which are now being migrated to AIF regulations.
SEBI Alternative Investment Funds Regulations, 2012: The current regulations governing Alternative Investment Funds, which VCFs are migrating to.
SEBI Circular No. SEBIHOAFDAFDPOD1PCIR2024111 dated August 19, 2024: A previous circular that provided the modalities for migration of VCFs to AIF Regulations.
Regulation 242 of VCF Regulations: Regulation pertaining to the liquidation period of Venture Capital Funds.
July 19, 2026: The extended deadline for the additional liquidation period for VCFs migrating to AIF Regulations.
Securities and Exchange Board of India Act, 1992: The act under which SEBI derives its powers.
CIRCULAR
SEBI/HO/AFD/SEC-3/P/CIR2025/85 June 06, 2025
To,
All Alternative Investment Funds
All Venture Capital Funds registered under the erstwhile SEBI (Venture Capital
Funds) Regulations, 1996
Dear Sir/ Madam,
Sub: Extension of timeline of additional liquidation period for VCFs migrating
to SEBI (Alternative Investment Funds) Regulations, 2012
1. SEBI vide Circular No. SEBI/HO/AFD/AFD-POD-1/P/CIR/2024/111 dated August
19, 2024, provided, inter-alia, for modalities for migration including conditions
under which Venture Capital Funds (VCFs) will be allowed to migrate to SEBI
(Alternative Investment Funds) Regulations, 2012 (AIF Regulations). Paragraph 5
of the said circular contained provisions for VCFs having at least one scheme
which has not been wound up post expiry of its liquidation period (in terms of
Regulation 24(2) of VCF Regulations).
2. Paragraph 5.2 of the said circular, inter-alia, specified that VCFs with schemes
whose liquidation period has expired and are not wound up and who migrate to AIF
Regulations shall be granted an additional liquidation period till July 19, 2025.
3. Based on representation received and consultations held with the industry and in
order to facilitate migration, it has been decided to extend the additional liquidation
period, prescribed under Paragraph 5.2 of the said circular, to July 19, 2026.
4. All other provisions of SEBI circular dated August 19, 2024 shall remain
unchanged.
5. It is reiterated that the last date for applying for migration with SEBI for all eligible
VCFs remains as July 19, 2025.
6. The circular shall come into force with immediate effect.
Page 1 of 27. The circular is issued with the approval of the Competent Authority.
8. 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 Regulation 19AF(4),
Regulation 36 and Regulation 39(2) of AIF Regulations, 2012, to protect the
interests of investors in securities and to promote the development of, and to
regulate the securities markets
9. This circular is available on SEBI website at www.sebi.gov.in.
Yours faithfully,
Srikant Kumar Mishra
Deputy General Manager
Tel. No. 022-26449379
Email: skmishra@sebi.gov.in
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