SEBI Introduces SWAGAT-FI in FPI Regulations 2025

Securities And Exchange Board Of India (Foreign Portfolio Investors) (Second Amendment) Regulations, 2025

The Securities and Exchange Board of India (SEBI) issued the Securities and Exchange Board of India (Foreign Portfolio Investors) (Second Amendment) Regulations, 2025, amending the 2019 SEBI (FPI) Regulations. The amendments introduce the concept of “Single Window Automatic and Generalised Access for Trusted Foreign Investor” (SWAGAT-FI), covering government-related investors and public retail funds, subject to conditions specified by SEBI. Provisions were revised to allow mutual funds as constituents of applicants, include retail schemes under Alternative Investment Funds, and redefine the roles of fund management entities and associates. Registration fees for SWAGAT-FI are now payable in advance for ten-year blocks. Other changes clarify conditions for registration, swap ratios, and compliance exemptions for SWAGAT-FI. These amendments aim to streamline the participation of foreign investors, simplify registration procedures, and consolidate fee structures, while ensuring alignment with the International Financial Services Centres Authority regulations. The regulations will come into force 180 days after publication, except for specific clauses effective immediately.

SECURITIES AND EXCHANGE BOARD OF INDIA
NOTIFICATION
Mumbai, the 1st December, 2025

Securities And Exchange Board Of India (Foreign Portfolio Investors) (Second Amendment) Regulations, 2025

No.SEBI/LAD-NRO/GN/2025/279.— In exercise of the powers conferred by sub-section (1) of Section 30 read with sub-section (1) of Section 11, clause (ba) of sub-section (2) of section 11 and sub­sections (1) and (1A) of Section 12 of the Securities and Exchange Board of India Act, 1992 (15 of 1992), and under Section 25 of the Depositories Act, 1996 (22 of 1996), the Board hereby makes the following regulations, to further amend the Securities and Exchange Board of India (Foreign Portfolio Investors) Regulations, 2019, namely, –

1. These regulations may be called the Securities and Exchange Board of India (Foreign Portfolio Investors) (Second Amendment) Regulations, 2025.

2. They shall come into force on the one hundred eightieth day from the date of publication of these regulations in the Official Gazette.

Provided that clauses (i) and (ii) of sub-regulation II of regulation 3 shall come into force on the date of their publication in the Official Gazette.

3. In the Securities and Exchange Board of India (Foreign Portfolio Investors) Regulations, 2019, –

I. In regulation 2, in sub-regulation (1),

i. existing clause (q) and (r) shall be re-numbered as clause (p) and (q), respectively;

ii. after the clause (q) so re-numbered, the following new clause shall be inserted, namely, –

“(r) “Single Window Automatic and Generalised Access for Trusted Foreign Investor” or “SWAGAT-FI” shall, subject to conditions as may be specified by the Board from time to time, include the following:

(i) Government and Government related investors as provided under sub-clause (i) of clause (a) of regulation 5 of these regulations;

(ii) Public retail funds as defined in the Explanation clause under sub-regulation (4) of regulation 22 of these regulations;”

II. In regulation 4, in clause (c), after sub-clause (v),

i. after the first proviso and before the second proviso, the following new proviso shall be inserted, namely, –

“Provided further that a mutual fund registered under the Securities and Exchange Board of India (Mutual Funds) Regulations, 1996 may also be constituent of the applicant, subject to such conditions as may be specified by the Board from time to time:”

ii. in the third proviso,

A) in clause (i), after the words “the applicant is an Alternative Investment Fund” and before the words “setup in the International Financial Services Centres”, the words “or a Retail Scheme” shall be inserted.

B) in clause (ii), the words “Sponsor or Manager” shall be substituted with the words “fund management entity or its associate”.

C) in clause (iii),

a. in sub-clause (a), the words and symbols “2.5% of the corpus of the applicant or US $ 7,50,000 (whichever is lower), in case the applicant is a Category I or Category II Alternative Investment Fund; or” shall be substituted with the words and symbols “10% of the corpus of the applicant in case the applicant is an Alternative Investment Fund; or”.

b. in sub-clause (b), the words and symbols “5% of the corpus of the applicant or US $ 1.5 million (whichever is lower), in case the applicant is a Category III Alternative Investment Fund;” shall be substituted with the words and symbols “10% of the Assets under Management in case the applicant is a Retail scheme;”.

c. after sub-clause (b), the following explanation shall be inserted, namely, –

“Explanation – ‘fund management entity’ and ‘associate’ shall have the meaning as provided under International Financial Services Centres Authority (Fund Management) Regulations, 2025 as amended from time to time.”

iii. after the third proviso and before the fourth proviso, the following proviso shall be inserted, namely, –

“Provided further that the provisions of sub-clause (ii) of clause (c) shall not be applicable to a SWAGAT-FI.”

III. In regulation 7, in sub-regulation (6), after the second proviso, the following proviso shall be inserted, namely, –

“Provided further that a SWAGAT-FI shall pay the registration fees, as provided in Part A of the Second Schedule for every block of ten years, before the beginning of such block.”

IV. In the Second Schedule, in Part A,

i. in clause 2, the following proviso shall be inserted, namely, –

“Provided that a SWAGAT-FI shall pay registration fees for every block of ten years, till the validity of its registration.”

ii. in clause 4, after the first proviso, the following proviso shall be inserted, namely, –

“Provided further that in case of a SWAGAT-FI, the registration fees shall be collected in advance once in every ten years.”

AMIT PRADHAN, Executive Director
[ADVT.-III/4/Exty./510/2025-26]

Footnote:

1. The Securities and Exchange Board of India (Foreign Portfolio Investors) Regulations, 2019, the Principal Regulations were published in the Gazette of India on September 23, 2019 vide No. SEBI/LAD-NRO/GN/2019/36).

2. The Securities and Exchange Board of India (Foreign Portfolio Investors) Regulations, 2019 were subsequently amended on –

(1) 19^th December, 2019 by the Securities and Exchange Board of India (Foreign Portfolio Investors) (Amendment) Regulations, 2019 vide No. SEBI/LAD-NRO/GN/2019/44.

(2) 7^th April, 2020 by the Securities and Exchange Board of India (Foreign Portfolio Investors) (Amendment) Regulations, 2020 vide No SEBI/LAD-NRO/GN/2020/09.

(3) 17^th April, 2020 by the Securities and Exchange Board of India (Regulatory Sandbox) (Amendment) Regulations, 2020 vide No. SEBI/LAD-NRO/GN/2020/10.

(4) 3^rd August, 2021, by the Securities and Exchange Board of India (Regulatory Sandbox) (Amendment) Regulations, 2021, vide No. SEBI/LAD-NRO/GN/2021/30.

(5) 3^rd August, 2021 by the Securities and Exchange Board of India (Foreign Portfolio Investors) (Amendment) Regulations, 2021 vide No. SEBI/LAD-NRO/GN/2021/32.

(6) 26^th October, 2021 by the Securities and Exchange Board of India (Foreign Portfolio Investors) (Second Amendment) Regulations, 2021 vide No. SEBI/LAD-NRO/GN/2021/54

(7) 14^th January, 2022 by the Securities and Exchange Board of India (Foreign Portfolio Investors) (Amendment) Regulations, 2022 vide No. SEBI/LAD-NRO/GN/2022/64

(8) 9^th November, 2022 by the Securities and Exchange Board of India (Payment of Fees (Amendment) Regulations, 2022 vide No. SEBI/LAD-NRO/GN/2022/99

(9) 14^th March, 2023, by the Securities and Exchange Board of India (Foreign Portfolio Investors) (Amendment) Regulations, 2023 vide No. SEBI/LAD-NRO/GN/2023/128.

(10) 3^rd July, 2023, by the Securities and Exchange Board of India (Alternative Dispute Resolution Mechanism) (Amendment) Regulations, 2023 vide No. SEBI/LAD-NRO/GN/2023/137.

(11) 10^th August, 2023 by the Securities and Exchange Board of India (Foreign Portfolio Investors) (Second Amendment) Regulations, 2023 vide No. SEBI/LAD-NRO/GN/2023/143

(12) 3^rd June, 2024 by the Securities and Exchange Board of India (Foreign Portfolio Investors) (Amendment) Regulations, 2024 vide No. SEBI/LAD-NRO/GN/2024/183.

(13) 26^th June, 2024 by the Securities and Exchange Board of India (Foreign Portfolio Investors) (Second Amendment) Regulations, 2024 vide No. SEBI/LAD-NRO/GN/2024/185.

(14) 10^th February, 2025, by the Securities and Exchange Board of India (Investor Charter) (Amendment) Regulations, 2025 vide No. SEBI/LAD-NRO/GN/2025/228.

(15) 11^th August, 2025 by the Securities and Exchange Board of India (Foreign Portfolio Investors) (Amendment) Regulations, 2025 vide No. SEBI/LAD-NRO/GN/2025/254.