The International Financial Services Centres Authority (IFSCA) has issued a new circular, effective immediately, to clarify the regulatory framework for the listing of convertible debt securities on stock exchanges within the International Financial Services Centres (IFSCs). The circular, dated September 18, 2025, responds to inquiries from market participants regarding the classification and listing process for instruments such as foreign currency convertible bonds (FCCBs).
The core of the clarification is that the existing procedures, conditions, and standards for listing conventional debt securities under the IFSCA (Listing) Regulations, 2024, will also apply to convertible debt instruments. This rule will remain in effect for these securities until they are converted into equity shares. The circular mandates a specific disclosure requirement for all such issuances. The offer document or information memorandum must clearly and prominently state the listing status of the equity shares that will be issued once the convertible bonds are converted.
Issued under the powers of the IFSCA Act, 2019, this circular is intended to ensure a consistent regulatory approach for all financial products within the IFSCs. It applies to both existing and new issuances of convertible debt securities, providing a uniform framework for their listing. The circular also directs all recognized stock exchanges to communicate these new requirements to listed entities and other market participants to ensure full compliance.
International Financial Services Centres Authority
Circulars No. IFSCA-PLNP/53/2025-Capital Markets | Dated: September 18, 2025
To
All Recognised Stock Exchanges in the International Financial Services Centres (“IFSCs”)
Subject: Clarification on the listing of convertible debt securities on recognised stock exchanges in the IFSC.
1. Reference is drawn to the International Financial Services Centres Authority (Listing) Regulations, 2024 (“Listing Regulations”), which provide the regulatory framework for listing of specified securities, debt securities, depository receipts and other permitted financial products on recognised stock exchanges in the IFSC.
2. The International Financial Services Centres Authority has received representations seeking clarification regarding listing of convertible debt securities on recognised stock exchanges in the IFSC.
3. In this regard, it is hereby clarified that the procedure, manner, and conditions specified for the listing of debt securities in the Listing Regulations shall mutatis mutandis apply to convertible debt securities which are in the nature of foreign currency convertible bonds (FCCBs) or similar instruments, until their conversion, for the purpose of listing on recognised stock exchanges in the IFSC.
Explanation: The offer document or information memorandum shall prominently disclose, as part of the disclosure of details of the debt securities, the listing status of the equity shares being issued upon conversion of such convertible debt securities.
4. All recognised stock exchanges are directed to bring the contents of this circular to the attention of listed entities, market participants, and other stakeholders and ensure compliance with the above.
5. This circular is being issued in exercise of powers conferred by sections 12 and 13 of the International Financial Services Centres Authority Act, 2019, read with sub-regulation (3) of regulation 130 of the Listing Regulations, and shall come into force with immediate effect, and shall apply to all the existing and proposed issuances of convertible debt securities falling within the scope of this circular.
6. A copy of this circular is available on the website of the International Financial Services Centres Authority at www.ifsca.gov.in.
Yours faithfully,
Pawan Kumar Chowdhary
Deputy General Manager
Division of Corporate Finance
pawan.kc@ifsca.gov.in
