**Summary:**
SEBI Circular SEBI/HO/AFD/AFD-PoD-3/CIR/P/2025/52, dated April 09, 2025, amends the Master Circular for Foreign Portfolio Investors (FPIs) issued on May 30, 2024. Specifically, the circular modifies the threshold for additional disclosures mandated for FPIs based on their equity Assets Under Management (AUM) in the Indian markets. The threshold has been increased from INR 25,000 crore to INR 50,000 crore. This change impacts FPIs individually or along with their investor group, as defined by Regulation 22(3) of the FPI Regulations. The modifications affect subparagraphs xiiib, xv, and xxb of Para 1 of Part C, and subparagraphs ib, iv, and ixb of Para 4 of Part D of the FPI Master Circular. The provisions of this circular are effective immediately. The circular is issued under Section 11(1) of the Securities and Exchange Board of India Act, 1992, read with Regulations 22(1), 22(6), 22(7), and 44 of SEBI FPI Regulations, 2019. The circular is available on the SEBI website under the "LEGAL Circulars" section. For further information, contact Manish Kumar Jha, Deputy General Manager, at 022-26449219 or manishkj@sebi.gov.in. The circular is addressed to Foreign Portfolio Investors (FPIs), Designated Depository Participants (DDPs) and Custodians, Depositories, Stock Exchanges and Clearing Corporations, Registrars to an Issue and Share Transfer Agents, and Listed Companies.
Key Entities Referenced
Securities and Exchange Board of India (SEBI): Regulatory body for securities market in India, responsible for issuing the circular.
Foreign Portfolio Investors (FPIs): Investors investing in Indian securities from outside India.
Designated Depository Participants (DDPs): Entities involved in the depository process for FPI investments.
FPI Master Circular: SEBI's main circular for Foreign Portfolio Investors, Designated Depository Participants and Eligible Foreign Investors No. SEBIHOAFDAFDPoD 2PCIRP202470 dated May 30, 2024
Offshore Derivative Instruments (ODIs): Financial instruments used by investors for investing in Indian securities.
SEBI FPI Regulations, 2019: Regulations governing the activities of Foreign Portfolio Investors in India.
Securities and Exchange Board of India Act, 1992: Law that establishes and empowers the Securities and Exchange Board of India.
Indian markets: Equity markets within India
परिपत्र / CIRCULAR
SEBI/HO/AFD/AFD-POD-3/P/CIR/2025/52 April 09, 2025
To,
1. Foreign Portfolio Investors (FPIs)
2. Designated Depository Participants (DDPs) and Custodians
3. The Depositories
4. The Stock Exchanges and Clearing Corporations
5. Registrars to an Issue and Share Transfer Agents
6. Listed Companies
Dear Sir / Madam,
Subject: Amendment to Circular for mandating additional disclosures by FPIs
that fulfil certain objective criteria
1. SEBI vide “Master Circular for Foreign Portfolio Investors, Designated Depository
Participants and Eligible Foreign Investors” No. SEBI/HO/AFD/AFD-PoD-
2/P/CIR/P/2024/70 dated May 30, 2024, as amended from time to time (hereinafter
referred to as the ‘FPI Master Circular’) has, inter alia, mandated additional
disclosures, inter alia, for FPIs that individually, or along with their investor group
(in terms of Regulation 22(3) of the FPI Regulations), hold more than INR 25,000
crore of equity AUM in the Indian markets (hereinafter referred to as “size criteria”).
Similar requirements were also specified for subscribers of Offshore Derivative
Instruments (ODIs) through SEBI circular dated December 17, 2024.
2. In this regard, it has been decided to increase the threshold under size criteria from
INR 25,000 crore to INR 50,000 crore. In view of the above, the following
paragraphs of the FPI Master Circular stand modified accordingly:
2.1. sub-para (xiii)(b) of Para 1 of Part C
2.2. sub-para (xv) of Para 1 of Part C
2.3. sub-para (xx)(b) of Para 1 of Part C
2.4. sub-para (i)(b) of Para 4 of Part D
Page 1 of 22.5. sub-para (iv) of Para 4 of Part D
2.6. sub-para (ix)(b) of Para 4 of Part D
3. The provisions of this circular shall come into force with immediate effect.
4. This circular is issued in exercise of the powers conferred under Section 11(1) of
the Securities and Exchange Board of India Act, 1992 read with Regulations 22(1),
22(6), 22(7) and 44 of SEBI (FPI) Regulations, 2019 to protect the interest of
investors in securities and to promote the development of, and to regulate the
securities market.
5. This circular is available on SEBI website at www.sebi.gov.in under the link
“LEGAL > Circulars”.
भवदीय | Yours faithfully,
मनीष कुमार झा | Manish Kumar Jha
उप महाप्रबंधक | Deputy General Manager
दरू भाष | Tel No.: 022 –26449219
ईमेल | E-mail: manishkj@sebi.gov.in
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