RBI Relaxes FPI Investment Rules for Corporate Debt

The Reserve Bank of India (RBI), in a significant move to enhance capital market efficiency and attract greater foreign participation, has announced the immediate withdrawal of the short-term investment limit and the concentration limit for Foreign Portfolio Investors (FPIs) in corporate debt securities through the General Route. This pivotal decision conveyed through a circular dated May 08, 2025, marks a nuanced shift in India’s regulatory approach to FPI investments, reflecting a commitment to fostering a more dynamic and accessible corporate debt market^[1]. Historically, the regulatory framework for FPI investments in Indian debt instruments has been structured under the Foreign Exchange Management (Debt Instruments) Regulations, 2019, and the comprehensive Master Direction – Reserve Bank of India (Non-resident Investment in Debt Instruments) Directions, 2025.

Relaxations

Within this framework, two specific prudential limits significantly influenced FPI behaviour in the corporate debt segment: the short-term investment limit and the concentration limit. The short-term investment limit, as prescribed in paragraph 4.4(iii) of the Master Direction, mandated that investments by an FPI in corporate debt securities with a residual maturity of up to one year could not exceed 30% of the FPI’s total investment in corporate debt. This limit was assessed on an end-of-day basis, posing a constant compliance challenge for FPIs whose portfolios naturally saw securities transitioning into the “short-term” bucket as their maturity approached. This often necessitated premature selling of bonds or active portfolio rebalancing to avoid breaching the threshold, thereby constraining flexibility and potentially impacting returns for FPIs. The intent behind this limit was largely to curb “hot money” flows, which could introduce volatility into the market due to their short-term nature and quick repatriation potential.

Concurrently, the concentration limit, outlined in paragraph 4.4(v) of the Master Direction, restricted the proportion of a single FPI’s (including its related entities) investment in corporate debt securities relative to the overall prevailing investment limit for these instruments. Specifically, long-term FPIs (such as sovereign wealth funds and pension funds) were capped at 15%, while other FPIs faced a 10% limit. This measure aimed to prevent excessive exposure by any single FPI or group of related FPIs, mitigating potential systemic risks and promoting diversification within the FPI community. While well-intentioned, these limits could sometimes hinder FPIs from taking larger, strategic positions in specific corporate debt issues, especially in cases of high-quality or attractive offerings where they might wish to allocate a greater share of their capital.

The RBI’s decision to withdraw both these limits, following a thorough review, signifies a deliberate effort to streamline compliance and enhance operational flexibility for FPIs. This move acknowledges that the previous restrictions while serving a prudential purpose, may have inadvertently constrained FPI participation and liquidity in the corporate debt market. By removing the short-term investment limit, FPIs gain greater freedom to manage their portfolios across the yield curve, including the shorter end. This could lead to increased demand for short-tenure corporate papers, potentially lowering borrowing costs for Indian companies seeking short-term capital. Furthermore, it eliminates the need for constant, reactive adjustments to portfolios as maturities approach, reducing transaction costs and administrative burdens for FPIs. Similarly, the abolition of the concentration limit provides FPIs with increased scope to allocate larger sums to particular corporate debt issuances that align with their investment strategies and risk appetite. This enhanced flexibility could enable FPIs to take more meaningful positions, potentially attracting larger-sized foreign investments into specific corporate entities or sectors. This is particularly relevant given that the FPI investment limit in corporate bonds remains significantly underutilized, despite periodic increases by the RBI.

Conclusion

The immediate implications of these directions highlight the RBI’s responsiveness to market signals and commitment to developing a strong and internationally integrated financial market. Likewise, the prompt issuance of the amended Master Direction facilitates an easy transition for market participants. The responsibility now lies with the Authorised Dealer Category-I (AD category-I) banks to pass this information on to their clients, irrespective of the classification of their clients. The broader economy will ultimately benefit from these relaxation initiatives since the additional FPI flows should deepen the Indian corporate bond market, and allow for potentially wider pricedening and better liquidity aspects of the Indian context.

As these flows increase, you get a diversity of foreign participation, potentially meaning a greater variety of liquidity in the price of securities, the ability to price the securities themselves more efficiently, and the potential for a deeper investor channel from an Indian corporate perspective such that potentially decreases their cost of capital. By the same token, we all know that the RBI’s overall FPI debt policy will remain indirectly based upon long-dated horizon investments that are stable and not unwanted volatility and risk-taking, but the amendments signify a balanced evolutionary step in terms of developing the Indian debt market towards possibly substantive pricing efficiencies and globally competitive capital raising currency. This is a positive strategic de-regulation that reflects prudent considerations, in terms of enhancing the mutual’s role and thereby increasing the rebate costs that enforce capital market development, and attract important foreign investment into India’s fast-growing economy.