Indian companies can now list convertible debentures and preference shares, along with equity shares, on international exchanges in GIFT City. The government has also opened the overseas listing route to unlisted public companies and companies with negative net worth, subject to specified conditions.
New Delhi, November 6 — The government has eased direct overseas listing rules for Indian companies, expanding the types of securities that can be listed on international exchanges operating in GIFT City.
The Corporate Affairs Ministry notified the Companies (Listing of Equity Instruments in Permissible Jurisdictions) Amendment Rules, 2026 on November 3.
The changes are aimed at providing Indian companies with greater flexibility to raise capital from overseas markets.
Convertible debentures, preference shares now covered
One of the major changes is the replacement of the term “equity shares” with “equity instruments” in the overseas listing framework.
According to Anjali Malhotra, Associate Partner – Regulatory at Nangia Global, this expands the scope of eligible securities.
Companies can now list equity shares, convertible debentures and preference shares under the framework.
The amendment also aligns the Corporate Affairs Ministry’s framework with existing IFSCA Listing Regulations, providing companies with more options for accessing international capital markets.
Companies with negative net worth also eligible
In another significant change, companies having a negative net worth have been permitted to pursue overseas listings.
However, there is an important condition: at least 75% of the net offer must be allotted to Qualified Institutional Buyers (QIBs).
The requirement is intended to protect public investors by ensuring substantial institutional participation in such offerings.
The amended rules also expressly permit unlisted public companies operating within IFSC jurisdictions and complying with the applicable IFSCA framework to undertake overseas listings.
GIFT City gets a boost
In January 2024, the government permitted Indian companies to directly list securities on international exchanges at GIFT-IFSC to encourage foreign investment.
The India International Exchange and NSE International Exchange at Gujarat’s GIFT City have been designated as permitted stock exchanges.
Both operate under the regulatory supervision of the International Financial Services Centres Authority (IFSCA).
The latest amendments could particularly benefit high-growth startups and capital-intensive companies that require substantial funding before reaching profitability.
Amit Baid, Head of Tax at BTG Advaya, said the changes could make GIFT City a more attractive listing destination, although meaningful capital flows will also depend on how quickly FEMA and taxation frameworks provide investors with clarity on exit and taxation.
The expanded framework therefore gives Indian businesses more fundraising options while strengthening the government’s push to develop GIFT City as an international financial hub.
