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SEBI plans to double the FPI ownership disclosure threshold from Rs 25,000 crore to Rs 50,000 crore, citing increased market turnover. The move follows a surge in NSE's average daily turnover by 122% from FY23 to FY25.
The Securities and Exchange Board of India (SEBI) is expected to approve a significant change to the foreign portfolio investor (FPI) ownership disclosure norms by doubling the threshold from Rs 25,000 crore to Rs 50,000 crore. This decision comes in response to a substantial rise in market turnover, particularly in the capital market segment. The average daily turnover at the National Stock Exchange (NSE) has surged by 122% from Rs 53,434 crore in FY23 to Rs 1,18,757 crore in FY25 (till December 2024). The increased threshold aims to align regulatory norms with rapid market expansion and ensure transparency without imposing excessive compliance burdens on smaller investors.
The existing disclosure norms were introduced to safeguard against opportunistic takeovers by foreign entities, particularly from neighbouring countries. The current regulation mandates FPIs with equity assets under management (AUM) exceeding Rs 25,000 crore to disclose detailed information about ownership, economic interest, and control. The new proposal seeks to address the changing market dynamics without altering the concentration criteria, which remain unchanged.
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SEBI plans to increase the FPI ownership disclosure threshold from Rs 25,000 crore to Rs 50,000 crore.
The move is prompted by a 122% surge in NSE's average daily turnover between FY23 and FY25.
Concentration criteria remain unchanged despite the threshold revision.
SEBI aims to prevent circumvention of Press Note 3 and address increased market turnover.
The board meeting is scheduled for March 24 to finalise the proposal.
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The decision to raise the FPI ownership disclosure threshold is driven by the exponential growth in market turnover witnessed in recent years. The National Stock Exchange (NSE), India’s largest exchange, recorded a significant jump in its average daily turnover from Rs 53,434 crore in FY23 to Rs 1,18,757 crore in FY25, representing an impressive 122% increase. This sharp rise indicates a need to revise existing disclosure norms to keep pace with the rapid market expansion.
Financial Year | Average Daily Turnover (Rs Crore) | Percentage Increase |
FY23 | 53,434 | - |
FY25 (Till Dec 2024) | 1,18,757 | 122% |
To maintain consistency and avoid regulatory arbitrage between Offshore Derivative Instruments (ODIs) and FPIs with segregated portfolios, SEBI has taken a proactive approach by mandating the consolidation of equity holdings and ODI positions when calculating breaches of the size threshold. This approach ensures that regulatory norms are not circumvented while sustaining market integrity.
SEBI’s focus on tightening regulations is primarily to ensure that foreign entities, particularly from neighbouring countries, do not exploit regulatory loopholes. The move aligns with the spirit of Press Note 3, which was introduced in 2020 to prevent opportunistic takeovers and disruptions caused by foreign entities from countries sharing land borders with India.
Press Note 3, introduced in 2020, was aimed at protecting Indian markets from opportunistic takeovers and market disruptions, particularly by entities from China, Pakistan, and other neighbouring nations. The regulation mandates that FPIs exceeding Rs 25,000 crore in AUM or holding over 50% of AUM in a single corporate group must provide full look-through disclosures regarding ownership, economic interest, and control.
With the current review, SEBI is not altering the concentration criteria but solely focusing on raising the size threshold. The objective is to ensure that the regulation reflects the growing market dynamics and continues to protect against potentially harmful foreign investments without creating unnecessary compliance burdens.
The rapid growth of the Indian capital market, marked by a doubling of the NSE’s average daily turnover, necessitates a revision of disclosure norms. SEBI’s move to raise the investment threshold is consistent with its commitment to transparency and market integrity. By aligning the disclosure requirements with market realities, SEBI aims to strike a balance between regulatory compliance and the need to encourage foreign investments.
The upcoming SEBI board meeting on March 24 will likely formalise the proposal, reinforcing SEBI's proactive approach to maintaining investor confidence and protecting the Indian financial market.
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