SEBI’s Stricter Rules on ODIs and FPIs: What Investors Need to Know

The Securities and Exchange Board of India (SEBI) has introduced stricter regulations on Offshore Derivative Instruments (ODIs) and Foreign Portfolio Investors (FPIs) to enhance transparency and strengthen oversight in the Indian capital markets. These changes aim to prevent misuse of ODIs, reduce regulatory loopholes, and ensure that foreign investments remain compliant with Indian market standards.

Key reforms include banning ODIs with derivatives as underlying assets, enforcing stricter disclosure norms, and requiring FPIs to maintain detailed ownership records. SEBI is also implementing concentration limits to prevent excessive foreign control over Indian companies.

This blog explores SEBI’s new rules, their impact on foreign investors, and how they align with global regulatory trends.

Understanding Offshore Derivative Instruments (ODIs) and Foreign Portfolio Investors (FPIs)

To fully grasp the impact of SEBI’s new regulations, it is essential to understand the role of Offshore Derivative Instruments (ODIs) and Foreign Portfolio Investors (FPIs) in India’s capital markets.

What are Offshore Derivative Instruments (ODIs)?

• ODIs, often referred to as participatory notes (P-notes), are financial instruments issued by registered FPIs to overseas investors who wish to gain exposure to Indian securities without directly registering with SEBI.
• These instruments are commonly used by hedge funds, institutional investors, and high-net-worth individuals who seek ease of access to Indian equities.

What are Foreign Portfolio Investors (FPIs)?

• FPIs are institutional investors such as mutual funds, pension funds, and sovereign wealth funds that invest in Indian stocks, bonds, and derivatives.
• SEBI regulates FPIs to ensure compliance with Indian financial laws and prevent any misuse of foreign investment routes.

Why are ODIs and FPIs Subject to Stricter Regulations?

• ODIs have historically been linked to concerns about lack of transparency, potential tax avoidance, and round-tripping of funds.
• SEBI aims to ensure that all foreign investments are fully traceable and comply with Indian market regulations.

With these new rules, SEBI seeks to bring greater accountability to foreign investments while maintaining India’s appeal as a global investment destination.

Key Changes Introduced by SEBI

SEBI’s revised regulations on Offshore Derivative Instruments (ODIs) and Foreign Portfolio Investors (FPIs) introduce stricter controls to improve market transparency and prevent regulatory loopholes. Here are the major changes:

1. Prohibition on ODIs with Derivatives as Underlying Assets

• FPIs can no longer issue ODIs linked to derivatives.
• Existing ODIs with derivative exposure must be redeemed by December 17, 2025.
• This measure aims to reduce complex financial structures that obscure the true nature of foreign investments.

2. Hedging Restrictions on ODIs

• FPIs are barred from hedging ODI positions using derivatives on Indian stock exchanges.
• They must hedge ODI positions only with the same underlying securities, ensuring transparency and reducing speculative trading risks.

3. Separate Registration for ODI-Issuing FPIs

• FPIs issuing ODIs must obtain a dedicated registration, distinct from their other investment activities.
• This ensures better regulatory oversight and prevents foreign investors from mixing ODI-based trades with regular FPI investments.

4. Stricter Disclosure Requirements

• FPIs must trace ODI subscribers to the ultimate beneficial owner, ensuring complete transparency.
• Enhanced disclosure norms apply to entities holding significant equity in Indian corporate groups.
• Certain entities, such as government bodies and publicly traded funds, are exempt from some disclosure norms.

5. Concentration Limits on ODI Issuance

• FPIs cannot issue ODIs to investors who already hold more than 5% of a company’s shares in India.
• This rule prevents foreign investors from gaining disproportionate control over Indian-listed companies through indirect means.

6. Strengthened Reporting and Compliance Norms

• FPIs must collect and maintain detailed ownership records of ODI subscribers.
• A Standard Operating Procedure (SOP) will be introduced for monitoring compliance.
• Non-compliance with these regulations may result in penalties or suspension of the FPI’s investment license.

These changes reflect SEBI’s commitment to strengthening regulatory oversight and ensuring that foreign investment flows remain transparent and compliant with Indian market rules.

Implications for Foreign Investors and the Indian Market

SEBI’s revised regulations on Offshore Derivative Instruments (ODIs) and Foreign Portfolio Investors (FPIs) will have a significant impact on how foreign investments are structured in India.

1. Increased Transparency and Compliance for Foreign Investors

• Foreign investors using ODIs will now need to disclose ultimate beneficial ownership, reducing the scope for anonymous investments.
• Additional compliance requirements may increase operational costs for FPIs, but they will also improve market integrity.

2. Reduced Speculative Trading in Indian Derivatives

• The ban on ODIs linked to derivatives is expected to reduce excessive speculative activity, leading to a more stable market.
• Hedge funds and other high-risk investors may shift to direct FPI registration rather than using ODIs.

3. Potential Impact on Foreign Investment Flows

• While these rules enhance transparency, some foreign investors may find ODI restrictions too strict, leading to a possible short-term decline in ODI-linked investments.
• However, long-term investors focused on compliance may continue investing in India through direct FPI routes.

4. Stronger Market Oversight and Regulatory Alignment

• The introduction of separate FPI registrations for ODI issuance will give SEBI greater oversight over foreign investments.
• These changes align India’s regulatory framework with global efforts to curb tax evasion, round-tripping, and financial opacity.

While SEBI’s stricter rules may lead to short-term adjustments in foreign investment strategies, they are expected to create a more stable and transparent financial ecosystem in the long run.

Final Thoughts on SEBI’s New ODI and FPI Regulations

SEBI’s tightened regulations on Offshore Derivative Instruments (ODIs) and Foreign Portfolio Investors (FPIs) mark a significant step toward improving transparency and reducing regulatory arbitrage in the Indian financial markets. By prohibiting ODIs linked to derivatives, enforcing stricter disclosure norms, and mandating separate registrations for ODI issuers, SEBI aims to create a more accountable investment environment.

While these changes may initially deter some speculative foreign investors, they align India’s regulatory framework with global best practices. In the long run, increased transparency and oversight could attract long-term institutional investors looking for a well-regulated market.

For investors and market participants, staying updated on SEBI’s evolving regulations is essential. Research-driven insights, such as those from Streetgains, can help investors navigate these changes and make informed decisions in compliance with SEBI norms.