Nasdaq listing for India companies.
The senior US venue for growth companies. A reverse takeover reaches Nasdaq either by merging into a Nasdaq-listed shell or by uplisting from the OTC Markets once the initial listing standards are met.
For a private company in India, the Nasdaq Stock Market can be reached through a reverse takeover — the merger of the operating business into a shell company — provided the applicable listing standards are met.
- A India company can reach the Nasdaq Stock Market by merging into a listed shell, or by uplisting to it from a lower tier once the standards are met.
- Nasdaq operates three tiers — the Capital Market, the Global Market, and the Global Select Market — each with quantitative thresholds for equity or market value, public float, shareholders, and a minimum US$4.00 bid price, plus corporate-governance requirements.
- US-standard audited financials from a PCAOB-registered auditor are required, and are usually the critical-path item.
- Reverse Takeover arranges and coordinates the transaction; the regulated work is done by licensed specialists.
The route in brief
| Venue | Nasdaq — the Nasdaq Stock Market |
|---|---|
| Route | Reverse takeover into a listed shell, or uplisting from a lower tier once standards are met. |
| Standards | Nasdaq operates three tiers — the Capital Market, the Global Market, and the Global Select Market — each with quantitative thresholds for equity or market value, public float, shareholders, and a minimum US$4.00 bid price, plus corporate-governance requirements. |
| Home market | National Stock Exchange (NSE) and BSE · regulator SEBI |
| Currency | Indian rupee (INR) |
| Our role | Advisory and arranger; not a broker-dealer, law firm or auditor. |
Nasdaq for India companies
India is the one market here where the entity that applies to Nasdaq did not exist a year earlier. Because Indian companies cannot currently list directly on a US exchange, the route runs through an offshore holding company that acquires or is issued the Indian business — the externalisation, or flip. The applicant is therefore a newly incorporated parent sitting above an established operating group, and that creates a specific problem against the published standards.
Two of the standards in Nasdaq’s initial listing guide are conditioned on operating history: the Capital Market Equity Standard, which asks for stockholders’ equity of US$5 million, a market value of unrestricted publicly held shares of US$15 million and a two-year operating history, and the Global Market Equity Standard, which asks for stockholders’ equity of US$30 million and the same two years. How operating history is assessed where a newly formed holding company succeeds to a long-established Indian business is exactly the question to put to US securities counsel before the structure is fixed, rather than assumed in either direction.
The standards that do not turn on operating history are the ones to model in parallel. On the Capital Market those are the Net Income Standard — net income from continuing operations of US$750,000 in the latest fiscal year or in two of the last three, stockholders’ equity of US$4 million and a market value of unrestricted publicly held shares of US$15 million — and the Market Value of Listed Securities Standard at US$50 million. For a profitable Indian software or services business the net income route is frequently the cleanest fit, and it is one Indian issuers reach more often than their loss-making Western comparables do.
Float is the other India-specific constraint, and it comes straight from home practice. Indian companies are organised around identified promoters holding large concentrated stakes. In the US structure those holdings become restricted stock, which is excluded from unrestricted publicly held shares, from the market value of that float, and from the round lot shareholder count. A group can be substantial and profitable and still begin close to zero against the 300 unrestricted round lot holders and one million unrestricted publicly held shares the Capital Market requires, with at least half those holders each holding US$2,500 or more.
Ind AS is IFRS-converged, which narrows the accounting gap, but the audit must be signed by a firm on the PCAOB’s register, and restatements flowing from the reorganisation add to it. FEMA, the 2022 Overseas Investment Rules, share-swap valuation and indirect-transfer tax sit on the Indian side and belong with Indian counsel and tax advisers.
Structuring a reverse takeover from India
This is where India demands the most care. Under FEMA, administered by the Reserve Bank of India, outbound investment is governed by the Overseas Investment Rules and Regulations of 2022. Those rules distinguish overseas direct investment from portfolio investment. They also set conditions on how residents may hold foreign entities.
Creating a US-listed parent usually means an offshore holding company, often in a familiar jurisdiction. The Indian business is contributed or exchanged into it. This “externalisation” or flip engages round-tripping rules. The 2022 regime permits limited structures where an overseas entity holds back into India. This is allowed only within prescribed layers and conditions, and not to circumvent the law.
India's own overseas-listing framework, operationalised for GIFT City IFSC exchanges, does not currently extend to direct listings on US exchanges. Share-swap valuation, indirect-transfer tax and RBI reporting all apply. None of this is a template step. It must be set with Indian and US counsel and tax advisers, subject to current rules and specialist advice.
Considering Nasdaq for your India company?
Start an enquiry →Nasdaq listing for India companies — FAQ
Q1Can a India company list on Nasdaq via reverse takeover?
A India company can reach the Nasdaq Stock Market by merging into a shell already listed there, or by uplisting once it meets the applicable standards. Nasdaq operates three tiers — the Capital Market, the Global Market, and the Global Select Market — each with quantitative thresholds for equity or market value, public float, shareholders, and a minimum US$4.00 bid price, plus corporate-governance requirements.
Q2What are the Nasdaq listing standards?
Nasdaq operates three tiers — the Capital Market, the Global Market, and the Global Select Market — each with quantitative thresholds for equity or market value, public float, shareholders, and a minimum US$4.00 bid price, plus corporate-governance requirements. Meeting these standards, and maintaining them, is assessed with US securities counsel as part of the transaction.
Q3Is Reverse Takeover a broker-dealer?
No. Reverse Takeover is an advisory and arranger, not a registered broker-dealer, law firm or auditor. Regulated activities are performed by licensed US securities counsel, PCAOB-registered auditors, transfer agents and broker-dealers coordinated on the transaction.
Other US venues for India companies
- NYSE American listingIndia → NYSE American
- OTC Markets listingIndia → OTC Markets
- India — all routesCountry overview
This page is general, educational information about listing routes and is not investment, legal, tax, or accounting advice, nor an offer or solicitation. Regulatory details change and vary by circumstance; obtain advice from qualified US securities counsel and your home-market advisers. See our disclosures.