Govt amends direct overseas listing norms; allows Indian cos to list convertible debentures

New Delhi: Providing more leeway for raising funds, Indian companies can now list their convertible debentures and preference shares apart from equity shares on international exchanges in the GIFT City, with the government easing the norms.

Also, unlisted public companies as well as those having a negative net worth have been permitted for overseas listing, subject to certain conditions.

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The corporate affairs ministry, on November 3, notified the Companies (Listing of Equity Instruments in Permissible Jurisdictions) Amendment Rules, 2026.

The changes would provide more flexibility for Indian companies to raise funds from overseas capital markets.

Anjali Malhotra, Associate Partner, Regulatory at consultancy Nangia Global said the amendments expand the scope of eligible securities by replacing the term "equity shares" with "equity instruments".

Now, equity shares, convertible debentures and preference shares are covered under the overseas listing framework.

Malhotra said the amendment aligns the ministry's framework with the existing IFSCA Listing Regulations and provides companies with greater flexibility in accessing international capital markets.

In another significant move, companies with a negative net worth can pursue overseas listings, provided at least 75 percent of the net offer is allotted to qualified institutional buyers (QIBs).

This would protect interest of investing public where QIBs are committed for investment, Malhotra said.

According to Malhotra, the amended rules also expressly allow unlisted public companies operating within IFSC jurisdictions and complying with the applicable IFSCA framework to undertake overseas listings.

In January 2024, the government permitted the direct listing of securities by Indian companies on international exchanges of GIFT- IFSC to boost foreign investments.

India International Exchange and NSE International Exchange at the International Financial Services Centre (IFSC) in the GIFT City in Gujarat have been prescribed as permitted stock exchanges.

These bourses are under the regulatory supervision of the International Financial Services Centres Authority (IFSCA).

Amit Baid, Head of Tax at consultancy BTG Advaya said the latest amendments could make GIFT City an attractive listing destination for high-growth startups and capital-intensive businesses that need substantial funding before achieving profitability.

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"The regulatory door has been opened, but whether this translates into meaningful capital flows will depend on how quickly the FEMA and tax frameworks catch up, so that investors have the same certainty on exit and taxation as they do on entry," Baid said.

FEMA refers to Foreign Exchange Management Act.

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