The Ministry of Finance has amended the Foreign Exchange Management (Non-debt Instruments) Rules, 2019, enabling Indian companies operating in sectors where Foreign Direct Investment (FDI) is restricted to issue bonus shares to their existing foreign shareholders.

The new provision, notified under the Foreign Exchange Management (Non-debt Instruments) (Amendment) Rules, 2025, allows such companies to issue bonus shares provided that the shareholding pattern remains unchanged post-issuance. This move is aimed at facilitating equity restructuring and improving capital management flexibility for companies in restricted sectors, without contravening FDI policy norms.

According to the notification (S.O. 2549(E)), dated June 11, 2025, an Indian company engaged in an FDI-prohibited sector may now issue bonus shares to non-resident shareholders, as long as the shareholders were already existing before the issuance and the bonus issue does not alter the proportion of shareholding.

Additionally, any bonus shares previously issued under similar conditions before the notification date will be retrospectively treated as valid under the relevant FEMA regulations of 2000 and 2017.

The Foreign Exchange Management (Non-debt Instruments) Rules, 2019 have seen several amendments to accommodate evolving investment environments. This latest change marks the 15th amendment, aligning the rules more closely with business realities, especially for companies in sensitive sectors.

Notification Details

Notification No. F. No. 1/9/2024-EM

Date:  11th June, 2025

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