Indian Companies May Find It Easier To List Shares Overseas Under New RBI Draft

Indian public companies could get a clearer route to offer or list their shares on international stock exchanges under a new set of foreign investment rules proposed by the Reserve Bank of India (RBI).

The draft Foreign Exchange Management (Non-Debt Instruments) Rules, 2026, come after Finance Minister Nirmala Sitharaman announced a comprehensive review of the existing framework in the Union Budget 2026-27.

Draft Rules Seek To Cut Regulatory Complexity

Foreign investment into India is currently governed by the Foreign Exchange Management (Non-Debt Instruments) Rules, 2019. Following the Budget announcement, the Centre formed a committee to review the regulatory framework and recommend changes.

The proposed framework seeks to rationalise existing provisions, bring more consistency to definitions and simplify the overall regulatory structure. The RBI has mentioned that the changes are intended to bring the rules closer to the FDI policy, improve ease of doing business and create a framework that can adapt to future requirements.

The central bank has invited comments from stakeholders on the draft rules by August 31. The final framework will be notified after a wider public consultation.

Companies Can Issue Equity On Foreign Exchanges

The draft provides for a public company to issue new equity or allow existing shareholders to offer their equity on an international stock exchange, subject to specified conditions.

The equity must be denominated in Indian rupees in the company's books and held in dematerialised form.

If the company is already listed on a recognised Indian stock exchange, the overseas issue or offer will also have to comply with the applicable Securities and Exchange Board of India (SEBI) regulations. The equity listed overseas must rank equally with the equity listed on the Indian exchange, which means that investors must have equal rights attached to these shares.

For a public company that is not listed in India, the issue or offer will need to meet the conditions or requirements prescribed by the Ministry of Corporate Affairs.

In the case of an initial overseas listing by an unlisted public company, the price at which equity is issued or transferred will be determined through the book-building process permitted by the relevant international stock exchange

Provisions For NRIs, OCIs And Foreign Investors

The draft also covers the manner in which foreign investment can be made. A person resident outside India or a foreign-controlled entity may invest on a repatriation or non-repatriation basis through subscription to an issue, purchase from another person or a gift between natural persons.

The proposed rules also allow non-resident Indians (NRIs) and Overseas Citizens of India (OCIs) to subscribe to the National Pension System (NPS), provided they meet the eligibility requirements under the Pension Fund Regulatory and Development Authority Act.

The accumulated savings or annuity under the NPS will be repatriable, according to the draft framework.