2025-12-03
The Securities and Exchange Board of India (SEBI) issued the Second Amendment Regulations, 2025, to further amend the Foreign Portfolio Investors Regulations, 2019. The amendments introduce a new 'SWAGAT-FI' category for trusted foreign investors, including government entities and public retail funds, and update eligibility criteria and fee structures for Alternative Investment Funds and Retail Schemes. Additionally, the regulations mandate that SWAGAT-FIs pay registration fees in advance for every ten-year block of their registration validity.
8070 GI/2025 (1) REGD. No. D. L.-33004/99 xxxGIDHxxx xxxGIDExxx EXTRAORDINARY PART III—Section 4 PUBLISHED BY AUTHORITY Securities and Exchange Board of India Mumbai, 1st December, 2025 Securities and Exchange Board of India (Foreign Portfolio Investors) (Second Amendment) Regulations, 2025 No. SEBI/LAD-NRO/GN/2025/279.— In exercise of the powers conferred by sub-section (1) of Section 30 read with sub-section (1) of Section 11, clause (ba) of sub-section (2) of section 11 and sub-sections (1) and (1A) of Section 12 of the Securities and Exchange Board of India Act, 1992 (15 of 1992), and under Section 25 of the Depositories Act, 1996 (22 of 1996), the Board hereby makes the following regulations, to further amend the Securities and Exchange Board of India (Foreign Portfolio Investors) Regulations, 2019, namely, –
These regulations may be called the Securities and Exchange Board of India (Foreign Portfolio Investors) (Second Amendment) Regulations, 2025.
They shall come into force on the one hundred eightieth day from the date of publication of these regulations in the Official Gazette. Provided that clauses (i) and (ii) of sub-regulation II of regulation 3 shall come into force on the date of their publication in the Official Gazette.
In the Securities and Exchange Board of India (Foreign Portfolio Investors) Regulations, 2019, –
I. In regulation 2, in sub-regulation (1),
i. existing clause (q) and (r) shall be re-numbered as clause (p) and (q), respectively;
ii. after the clause (q) so re-numbered, the following new clause shall be inserted, namely, -
“(r) “Single Window Automatic and Generalised Access for Trusted Foreign Investor” or “SWAGAT-FI” shall, subject to conditions as may be specified by the Board from time to time, include the following: (i) Government and Government related investors as provided under sub-clause (i) of clause (a) of regulation 5 of these regulations; (ii) Public retail funds as defined in the Explanation clause under sub-regulation (4) of regulation 22 of these regulations;”
II. In regulation 4, in clause (c), after sub-clause (v),
i. after the first proviso and before the second proviso, the following new proviso shall be inserted, namely, –
“Provided further that a mutual fund registered under the Securities and Exchange Board of India (Mutual Funds) Regulations, 1996 may also be constituent of the applicant, subject to such conditions as may be specified by the Board from time to time:”
ii. in the third proviso,
A) in clause (i), after the words “the applicant is an Alternative Investment Fund” and before the words “setup in the International Financial Services Centres”, the words “or a Retail Scheme” shall be inserted.
B) in clause (ii), the words “Sponsor or Manager” shall be substituted with the words “fund management entity or its associate”.
C) in clause (iii),
a. in sub-clause (a), the words and symbols “2.5% of the corpus of the applicant or US $ 7,50,000 (whichever is lower), in case the applicant is a Category I or Category II Alternative Investment Fund; or” shall be substituted with the words and symbols “10% of the corpus of the applicant in case the applicant is an Alternative Investment Fund; or”.
b. in sub-clause (b), the words and symbols “5% of the corpus of the applicant or US $ 1.5 million (whichever is lower), in case the applicant is a Category III Alternative Investment Fund;” shall be substituted with the words and symbols “10% of the Assets under Management in case the applicant is a Retail scheme;”.
c. after sub-clause (b), the following explanation shall be inserted, namely, –
“Explanation – ‘fund management entity’ and ‘associate’ shall have the meaning as provided under International Financial Services Centres Authority (Fund Management) Regulations, 2025 as amended from time to time.”
iii. after the third proviso and before the fourth proviso, the following proviso shall be inserted, namely, -
“Provided further that the provisions of sub-clause (ii) of clause (c) shall not be applicable to a SWAGAT-FI.”
III. In regulation 7, in sub-regulation (6), after the second proviso, the following proviso shall be inserted, namely, -
“Provided further that a SWAGAT-FI shall pay the registration fees, as provided in Part A of the Second Schedule for every block of ten years, before the beginning of such block.”
IV. In the Second Schedule, in Part A,
i. in clause 2, the following proviso shall be inserted, namely, -
“Provided that a SWAGAT-FI shall pay registration fees for every block of ten years, till the validity of its registration.”
ii. in clause 4, after the first proviso, the following proviso shall be inserted, namely, -
“Provided further that in case of a SWAGAT-FI, the registration fees shall be collected in advance once in every ten years.”
AMIT PRADHAN, Executive Director [ADVT.-III/4/Exty./510/2025-26]
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