CIRCULAR
SEBI/HO/AFD/AFD-POD-2/P/CIR/2024/19 March 20, 2024
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 Circular No. SEBI/ HO/ AFD/ AFD-PoD-2/CIR/P/2023/148 dated August
24, 2023 mandated additional disclosures for FPIs that fulfil objective criteria as
specified in the said Circular. Further, FPIs satisfying any of the criteria listed under
Para 8 of the said Circular were exempted from the additional disclosure
requirements, subject to conditions specified in the said Circular.
2. In this regard, in addition to the criteria listed under Para 8 of the said Circular
dated August 24, 2023, it has been decided that an FPI having more than 50% of
its Indian equity AUM in a corporate group shall not be required to make the
additional disclosures as specified in Para 7 of the said Circular, subject to
compliance with all of the following conditions:
i. The apex company of such corporate group has no identified promoter. For
this purpose, the list of corporate groups based on the corporate repository
published by the Stock Exchanges and their respective apex companies
having no identified promoters shall be made public by Depositories.
ii. The FPI holds not more than 50% of its Indian equity AUM in the corporate
group, after disregarding its holding in the apex company (with no identified
promoter).
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iii. The composite holdings of all such FPIs (that meet the 50% concentration
criteria excluding FPIs which are either exempted or have disclosed) in the
apex company is less than 3% of the total equity share capital of the apex
company.
3. Custodians and Depositories shall track the utilisation of this 3% limit for apex
companies, without an identified promoter, at the end of each day. When the 3%
limit is met or breached, Depositories shall make this information public before start
of trading on the next day.
4. Thereafter, for any prospective investment in the apex company by FPIs, that meet
the 50% concentration criteria in the corporate group, the FPIs shall be required to
either realign their investments below the 50% threshold within 10 trading days or
make additional disclosures prescribed in the said Circular dated August 24, 2023:
Provided no such requirement, to realign or make disclosure, shall be applicable
unless the 3% cumulative limit for the apex company continues to be met through
the said 10 trading days.
5. All other provisions specified in the said Circular dated August 24, 2023 shall
remain unchanged.
6. For FPIs that met the objective criteria specified under Para 7(a) of the said Circular
dated August 24, 2023, as on October 31, 2023 and neither realigned their portfolio
within the specified time-period nor were exempted, additional disclosures were
required to be made on or before March 12, 2024. It is clarified that such FPIs who
met the conditions specified under Para 2 above, as on March 12, 2024, shall not
be subjected to actions consequent to non-disclosures, as specified in Para 12 and
Para 13 of said Circular dated August 24, 2023.
7. The process flow to implement this circular shall be framed by the pilot Custodians
and DDPs Standards Setting Forum (CDSSF) and adopted by all the DDPs/
Custodians, in consultation with SEBI.
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8. The provisions of this circular shall come into force with immediate effect.
9. 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.
10. This circular is available at www.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
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