On April 9, 2025, the Securities and Exchange Board of India (SEBI) issued a circular amending certain provisions of its earlier directives concerning additional disclosure requirements for Foreign Portfolio Investors (FPIs). Previously, FPIs and their investor groups holding more than ₹25,000 crore in equity assets under management (AUM) in Indian markets were required to make specific disclosures. This threshold has now been increased to ₹50,000 crore. The revision also applies to subscribers of Offshore Derivative Instruments (ODIs) as per a separate SEBI circular dated December 17, 2024. As a result, several sub-paragraphs within Part C and Part D of the SEBI Master Circular for FPIs and related entities have been updated. These changes are effective immediately. The circular was issued under SEBI’s regulatory authority and is aimed at streamlining compliance based on updated investment thresholds.
Securities and Exchange Board of India
Circular No. SEBI/HO/AFD/AFD-POD-3/P/CIR/2025/52 Dated: 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
2.5. 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 sebi.gov.in under the link “LEGAL > Circulars”.
Yours faithfully,
Manish Kumar Jha
Deputy General Manager
Tel No.: 022 –26449219
E-mail: manishkj@sebi.gov.in
