MANU/SMIS/0005/2024

Ministry : Securities and Exchange Board of India

Department/Board : Alternative Investment Fund and Foreign Portfolio Investors Department

Circular No. : SEBI/HO/AFD/AFD-POD-2/P/CIR/2024/19

Date : 20.03.2024

Notification/ Circulars Referred : Circular No. SEBI/ HO/ AFD/AFD-PoD-2/CIR/P/2023/148 dated August 24, 2023 MANU/SMIS/0075/2023

Citing Reference:
Circular No. SEBI/ HO/ AFD/AFD-PoD-2/CIR/P/2023/148 dated August 24, 2023 MANU/SMIS/0075/2023  Referred

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,

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).

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 applicabl........