IFSCA Clarifies Listing Regulations Apply to Convertible Debt Securities
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- Last Updated on 20 September, 2025
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Circular File No. IFSCA-PLNP/53/2025-Capital Markets, Dated 18.09.2025
1. Introduction
The International Financial Services Centres Authority (IFSCA) has issued a clarification regarding the applicability of its Listing Regulations, 2024. The clarification specifically addresses the treatment of convertible debt securities, such as Foreign Currency Convertible Bonds (FCCBs) and similar instruments, in relation to listing procedures.
2. Applicability of Listing Regulations
According to the circular, the procedure, manner, and conditions applicable for the listing of debt securities under the IFSCA (Listing) Regulations, 2024, will apply mutatis mutandis to convertible debt securities until their conversion. This ensures consistency in the regulatory treatment of both traditional debt instruments and convertible securities.
3. Disclosure Requirements
The clarification further mandates that the offer document or information memorandum must prominently disclose, as part of the details of the debt securities, the listing status of the equity shares that will be issued upon conversion of such instruments. This requirement aims to provide greater transparency for investors and reduce uncertainty around the conversion process.
4. Scope and Applicability
The circular has been made effective immediately and will apply to both existing and proposed issuances of convertible debt securities. By doing so, IFSCA has ensured that the regulatory framework covers the entire spectrum of convertible securities in circulation as well as those planned for issuance in the future.
5. Conclusion
Through this clarification, IFSCA has reinforced its commitment to ensuring regulatory clarity, investor protection, and market transparency. By aligning the treatment of convertible debt securities with existing debt listing norms and mandating clear disclosure on conversion-related equity shares, the circular strengthens investor confidence and supports the orderly development of capital markets in IFSCs.
Click Here To Read The Full Circular
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