The Securities and Exchange Board of India (SEBI) issued a Consultation Paper on December 5, 2025, proposing an updated and streamlined Master Circular for Foreign Portfolio Investors (FPIs) and Designated Depository Participants (DDPs). The update consolidates SEBI’s regulatory guidelines issued since the last Master Circular of May 30, 2024, covering registration, onboarding, KYC, ongoing compliance, investment conditions, and Offshore Derivative Instruments. The amendment aims to simplify the language, remove duplications, and eliminate redundant or transitory provisions to enhance ease of doing business and compliance. Once implemented, the updated Master Circular will rescind previous circulars relating to FPIs and DDPs, while ensuring continuity for ongoing applications, rights, obligations, and enforcement. SEBI has invited public comments on the draft by December 26, 2025. This initiative is intended to consolidate regulations in one accessible document, streamline compliance, promote regulatory clarity, and protect investor interests while facilitating smooth operations for foreign investors in the Indian securities market.
Securities and Exchange Board of India
CONSULTATION PAPER
Consultation Paper on Review of Master Circular for Foreign Portfolio Investors (FPIs) and Designated Depository Participants (DDPs)
SEBI- Dec 05, 2025 | Reports : Reports for Public Comments
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Background
1. The framework for registration and procedures with regard to Foreign Portfolio Investors (FPIs), who propose to make portfolio investment in India, are provided under SEBI (Foreign Portfolio Investors) Regulations, 2019. In exercise of powers inter alia conferred under sub-section (1) of section 11 of the Securities and Exchange Board of India Act, 1992 and other relevant provisions under FPI Regulations, 2019, SEBI issues regulatory guidelines related to FPIs e.g. onboarding procedure, KYC requirements, ongoing compliance requirements, investment conditions, process and procedures for issuance of Offshore Derivative Instruments etc. through issuance of circulars.
2. The said guidelines are consolidated through issuance of a Master Circular from time to time. The last such Master Circular for Foreign Portfolio Investors, Designated Depository Participants and Eligible Foreign Investors (“FPI Master Circular”) was issued on May 30, 2024. Several circulars have been issued by SEBI pertaining to FPIs since the issuance of FPI Master Circular.
3. In view of the above, it is proposed to update the FPI Master Circular and incorporate the circulars issued since May 2024. Further, in order to enhance ease of doing business and ease of compliance, an exercise to streamline the FPI Master Circular was undertaken in consultation with market participants. This exercise aims to achieve simplification of language of the Master Circular, removal of duplication and transitory provisions wrt. redundant clauses etc.
4. Based on above, a draft of the updated and simplified Master Circular on matters related to Foreign Portfolio Investors and Designated Depository Participants has been prepared.
Public Consultation
5. Public comments and suggestions are invited on the draft of the updated and simplified FPI Master Circular placed at Annexure-I below. The comments, suggestions should be submitted latest by December 26, 2025 through the following link: https://www.sebi.gov.in/sebiweb/publiccommentv2/PublicCommentAction.do?doPublicCo mments=yes
Issued on: December 5, 2025
Annexure-I
DRAFT MASTER CIRCULAR
Circular No.
Date
To,
1. Foreign Portfolio Investors (“FPIs”)
2. Designated Depository Participants (“DDPs”) and Custodians
3. The Depositories
4. All recognized Stock Exchanges and Clearing Corporations
Dear Sir / Madam,
Subject: Master Circular for Foreign Portfolio Investors (‘FPIs’) and Designated Depository Participants (‘DDPs’)
1. For effective regulation of Foreign Portfolio Investors and Designated Depository Participants, Securities and Exchange Board of India has been issuing various Circulars from time to time.
2. In order to enable Foreign Portfolio Investors, Designated Depository Participants and other market stakeholders to have access to all applicable Circulars in the subject matter at one place, the Master Circular for Foreign Portfolio Investors, Designated Depository Participants and Eligible Foreign Investors dated May 30, 2024 (Circular no. SEBI/HO/AFD/AFD-PoD-2/P/CIR/2024/70) was issued. From the date of issuance of such Master Circular substantial modifications have been carried out in such Master Circular and requires issuance of separate Master Circular.
3. With the issuance of this Master Circular, the Master Circular dated May 30, 2024 and all directions/instructions contained in the Circulars listed out in the Appendix to this Master Circular shall stand rescinded to the extent they relate to Foreign Portfolio Investors and Designated Depository Participants.
4. Notwithstanding such rescission, –
a. anything done or any action taken or purported to have been done or taken under the rescinded Master Circular, prior to such rescission, shall be deemed to have been done or taken under the corresponding provisions of this Master Circular; and
b. any application made to the Board under the rescinded Master Circular prior to such rescission, and pending before it, shall be deemed to have been made under the corresponding provisions of this Master Circular; and
c. the previous operation of the rescinded Master Circular or anything done or suffered thereunder, any right, privilege, obligation or liability acquired, accrued or incurred under the rescinded Master Circular, any penalty, incurred in respect of any violation committed against the rescinded Master Circular, or any investigation, legal proceeding or remedy in respect of any such right, privilege, obligation, liability, penalty as aforesaid, shall not be affected by such rescission and shall be enforceable as if the rescinded Master Circular had continued to be in force.
5. This Master Circular is issued in exercise of powers conferred under Section 11(1) of the Securities and Exchange Board of India Act, 1992 to protect the interests of investors in securities and to promote the development of, and to regulate, the securities market.
6. This Master Circular is available on SEBI website at sebi.gov.in under the categories “Legal framework>Master Circulars”.
Yours faithfully,
