The Securities Exchange Board of India (“SEBI”), in exercise of powers conferred under Section 11(1) of the Securities and Exchange Board of India Act, 1992 read with Regulation 22(1), Regulation 22(6), Regulation 22(7) and Regulation 44 of SEBI (Foreign Portfolio Investors) Regulations, 2019 (“FPI Regulations”) vide Circular No. SEBI/HO/AFD/AFD-POD-3/P/CIR/2025/52,[1] dated April 09, 2025, amended the threshold for additional disclosures by Foreign Portfolio Investors (“FPIs”). The provisions laid down hereunder shall come into effect immediately.
1. Background
SEBI, through its Master Circular for Foreign Portfolio Investors, Designated Depository Participants and Eligible Foreign Investors dated May 30, 2024, had mandated additional disclosures for FPIs meeting certain objective criteria. This included FPIs that, either individually or along with their investor group (as defined under Regulation 22(3) of the FPI Regulations, held equity Assets Under Management (AUM) exceeding INR 25,000 crores (Indian Rupees Twenty-Five Thousand Crores Only) in the Indian markets.
Similar disclosure requirements were also extended to subscribers of Offshore Derivative Instruments (ODIs) via SEBI circular dated December 17, 2024.
2. Amendment to Threshold Criteria
Pursuant to a review, SEBI has revised the threshold limit for mandatory additional disclosures under the aforementioned circulars. Effective immediately, the size-based disclosure threshold is increased from INR 25,000 crores (Indian Rupees Twenty-Five Thousand Crores Only) to INR 50,000 crores (Indian Rupees Fifty Thousand Crores Only).
3. Amendments to the FPI Master Circular
In light of the revised threshold, the following provisions in the FPI Master Circular stand amended accordingly:
- Part C, Para 1: Sub-para (xiii)(b); Sub-para (xv); Sub-para (xx);
- Part D, Para 4: Sub-para (i)(b); Sub-para (iv); Sub-para (ix)(b)
The language in the above stated paragraphs shall now reflect the updated threshold of INR 50,000 crores (Indian Rupees Fifty Thousand Crores Only), wherever applicable.
[1]https://www.sebi.gov.in/legal/circulars/apr-2025/amendment-to-circular-for-mandating-additional-disclosures-by-fpis-that-fulfil-certain-objective-criteria_93399.html