New Delhi: Indian companies can now list convertible debentures and preference shares, in addition to equity shares, on international exchanges in GIFT City, with the Union Government easing norms for overseas listings to provide companies greater flexibility in raising funds.
The amended rules also allow unlisted public companies and companies with a negative net worth to pursue overseas listings, subject to certain conditions.
The Ministry of Corporate Affairs, on November 3, notified the Companies (Listing of Equity Instruments in Permissible Jurisdictions) Amendment Rules, 2026.
The changes are expected to provide Indian companies with greater flexibility in accessing overseas capital markets.
Anjali Malhotra, Associate Partner – Regulatory at consultancy Nangia Global, said the amendments expand the range of eligible securities by replacing the term “equity shares” with “equity instruments”.
Under the revised framework, equity shares, convertible debentures and preference shares are covered by the overseas listing provisions.
Malhotra said the amendment aligns the ministry’s framework with the existing International Financial Services Centres Authority (IFSCA) Listing Regulations and gives companies greater flexibility in accessing international capital markets.
In another significant change, companies with a negative net worth can also pursue overseas listings, provided at least 75 per cent of the net offer is allotted to qualified institutional buyers (QIBs).
This condition would help protect the interests of the investing public by ensuring participation from institutional investors, Malhotra said.
The amended rules also expressly permit unlisted public companies operating within International Financial Services Centre (IFSC) jurisdictions to undertake overseas listings, provided they comply with the applicable IFSCA framework, she said.
GIFT City overseas listing framework
In January 2024, the government permitted Indian companies to directly list their securities on international exchanges in GIFT-IFSC to attract foreign investment.
The India International Exchange and NSE International Exchange, operating at the International Financial Services Centre in Gujarat’s GIFT City, have been designated as permitted stock exchanges.
Both exchanges function under the regulatory supervision of the IFSCA.
Amit Baid, Head of Tax at consultancy BTG Advaya, said the latest amendments could make GIFT City a more attractive listing destination for high-growth startups and capital-intensive businesses that require substantial funding before achieving profitability.
“The regulatory door has been opened, but whether this translates into meaningful capital flows will depend on how quickly the FEMA (Foreign Exchange Management Act) and tax frameworks catch up, so that investors have the same certainty on exit and taxation as they do on entry,” Baid said.
