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Insights | Important Update from SEBI on SOP for Foreign Portfolio Investors (FPIs)

Dinesh Gogia
Managing Director, Global Head of Risk & Compliance

Overview of the Standard Operation Procedure (SOP) issued by SEBI for seeking additional disclosures from certain Foreign Portfolio Investors and Impact of recent amendments made to the SOPs

Overview of the updated SOP:

Securities and Exchange Board of India (SEBI), on May 22, 2024, updated the Standard Operating Procedures (SOPs) for seeking additional disclosures from Foreign Portfolio Investors(FPIs). The updated SOPs has specified several conditions required to be met for pooled investment vehicles (PIVs) to be exempted from the additional granular disclosures.

Exemption for PIVs are subject to the following conditions being met:

  • The contributors to the fund enjoy pari-passu rights in the entity
  • There are no segregated portfolio(s) maintained in the entity/fund
  • Any update to the offering document of the fund is required to be notified to the relevant regulator
  • The contributors do not have control over the day-to-day operations of the fund and the investment manager of the entity is independent from such contributors

Impact on FPIs on account of the updated SOP:

Where a PIV initially exempted from the requirement to submit additional disclosures basis previous version of SOP does not satisfy the conditions specified above, any exemption granted to such FPI/entity shall not be available w.e.f. May 22, 2024.  

Further such FPIs shall realign their portfolio, if required, on or before August 20, 2024.  


SEBI in its circular (reference SEBI/HO/AFD/AFD-PoD-2/CIR/P/2023/148) dated August 24, 2023 had framed a Standard Operation Procedure (“SOP”) for seeking additional disclosures from FPIs to identify the beneficial ownership of such FPIs. The SOP has detailed the applicability as well as the exemption from applicability of furnishing the additional disclosures.  

Criteria for Submission of Disclosures by certain FPIs who meet the conditions:

In terms of Regulation 22(6) and 22 (7) of the FPI Regulations, the following FPIs shall be required to submit additional disclosures to the DDPs:

  1. FPIs holding more than 50% of their Indian equity Assets Under Management (AUM) in a single Indian corporate group  
  1. 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.  

Criteria for Exemption from Submission of Additional Disclosures by certain FPIs:

  1. Government and Government related investors registered as FPIs  
  1. Public Retail Funds (‘PRFs’)  
  1. Exchange Traded Funds (with less than 50% exposure to India and India-related equity securities)  
  1. Entities listed on specified Exchanges of the permissible jurisdictions – (NASDAQ, NYSE, Tokyo Stock Exchange, Korea Exchange Inc, London Stock Exchange, Euronext Paris, Frankfurt, Toronto, IFSCI)
  1. d. Pooled investment vehicles registered with/ regulated by a Government/ regulatory authority in their home jurisdiction/ country of incorporation/ establishment/ formation, where:  
  1. their holding in an Indian corporate group is below 25% of their overall global AUM at a scheme level or  
  1. ii. their equity AUM in the Indian markets is below 50% of their overall global AUM at a scheme level;  
  1. FPIs that are unable to liquidate their excess investments due to statutory restrictions (such as lock in restrictions of anchor investors in IPOs, moratoriums, freeze on accounts or shares due to regulatory orders etc.), till the time such restrictions exist.  
  1. Newly registered FPIs, for the first 90 calendar days from the date of settlement of first trade by the FPIs in equity segment in India.  
  1. FPIs in the process of winding down their investment and having intimated to their DDP, their intention to surrender their FPI registration.  

Details of Additional Disclosures that are required to be submitted:

Granular details of all entities holding any ownership, economic interest, or exercising control in the FPI, on a full look through basis, up to the level of all natural persons, without any threshold.  


SEBI has tightened the regulations governing the exemptions to be provided for pooled investment vehicles. FPIs that fail to comply with the exemption criteria will be required to mandatorily disclose the additional granular disclosure, failing which the registration of such FPI shall be invalidated for fresh purchase of securities.  


  1. SEBI circular no. SEBI/HO/AFD/AFD-PoD-2/CIR/P/2023/148 dated August 24, 2023
  1. Standard Operating Procedure for seeking additional disclosures from certain objectively identified Foreign Portfolio Investors (FPIs) (hereinafter referred to as “SOP”) and updated SOPs
  1. Securities and Exchange Board of India (Foreign Portfolio Investors) Regulations, 2019  
  1. SEBI Circular No: SEBI/HO/MRD2/DCAP/CIR/P/2019/146 dated November 28, 2019

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