**Executive Summary**
This circular, issued by the International Financial Services Centres Authority (IFSCA) on September 18, 2025, clarifies the listing of convertible debt securities on recognized stock exchanges in the IFSC. It specifies that the Listing Regulations, 2024, apply mutatis mutandis to convertible debt securities such as FCCBs until conversion. The circular comes into effect immediately and applies to all existing and proposed issuances of convertible debt securities.
**Key Points / Main Content**
* **Applicability of Listing Regulations:** The procedure, manner, and conditions specified for the listing of debt securities in the Listing Regulations, 2024, apply to convertible debt securities, including Foreign Currency Convertible Bonds (FCCBs) or similar instruments, until their conversion, for the purpose of listing on recognized stock exchanges in the IFSC.
* **Disclosure Requirement:** The offer document or information memorandum must prominently disclose the listing status of the equity shares being issued upon conversion of such convertible debt securities, as part of the details of the debt securities.
* **Dissemination:** All recognized stock exchanges are directed to bring the contents of this circular to the attention of listed entities, market participants, and other stakeholders, ensuring compliance.
* **Effective Date:** The circular comes into force with immediate effect and applies to all existing and proposed issuances of convertible debt securities.
* **Authority:** This circular is issued under sections 12 and 13 of the International Financial Services Centres Authority Act, 2019.
* **Website Availability:** A copy of the circular is available at www.ifsca.gov.in.
**Impact Analysis**
**Recognized Stock Exchanges:**
* **Impact:** Responsible for disseminating the circular's contents to listed entities, market participants, and other stakeholders.
* **Action Required:** Bring the circular's contents to the attention of listed entities, market participants, and other stakeholders, and ensure compliance.
**Listed Entities & Market Participants:**
* **Impact:** Must comply with the clarified regulations regarding the listing and disclosure requirements for convertible debt securities.
* **Action Required:** Ensure compliance with the circular's provisions, particularly regarding disclosure requirements in offer documents or information memorandums.
**Other Stakeholders:**
* **Impact:** Need to be aware of the clarified regulations.
* **Action Required:** Stay informed about the updated listing regulations for convertible debt securities in IFSC.
Key Entities Referenced
International Financial Services Centres Authority (Listing) Regulations, 2024: Regulatory framework for listing of specified securities, debt securities, depository receipts and other permitted financial products on recognised stock exchanges in the IFSC.
International Financial Services Centres Authority Act, 2019: Act that empowers the IFSCA to issue the circular regarding listing of convertible debt securities.
International Financial Services Centres (IFSCs): The financial hubs where the clarified listing regulations apply, specifically concerning convertible debt securities.
International Financial Services Centres Authority: The regulator issuing the circular clarifying the listing of convertible debt securities.
CIRCULAR
File No. IFSCA-PLNP/53/2025-Capital Markets 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