Jindal Supreme opens to overseas individuals under 2026 rules

Jindal Supreme (India) Limited can receive foreign investment of up to 100% under the automatic route, subject to applicable conditions. The Foreign Exchange Management (Non-Debt Instruments) (Third Amendment) Rules, 2026, notified on June 12, 2026, also allow individual persons resident outside India to invest, with a less-than-10% individual cap and a 24% aggregate cap.

Can Jindal Supreme receive 100% foreign investment automatically?

Yes. Jindal Supreme states that foreign investment in its steel-pipe and tube manufacturing and supply business is permitted up to 100% under the automatic route, subject to entry conditions, the Foreign Exchange Management Act, 1999 (FEMA), the Non-Debt Instruments Rules and other applicable laws. The automatic route means prior approval is not required where the investment meets the stated conditions; it does not remove procedural, pricing or ownership requirements.

The 100% figure is the sectoral limit for Jindal Supreme’s activities, not a blanket limit for every category of investor. The prospectus says the Industrial Policy, 1991 prescribes foreign-investment limits and conditions by sector, while FEMA regulates the manner in which investment is made. It also identifies the Department for Promotion of Industry and Internal Trade, or DPIIT, as the department responsible for the Consolidated Foreign Direct Investment Policy, or FDI Policy.

A transfer between an Indian resident and a non-resident does not require prior Reserve Bank of India approval when three conditions are met. Jindal Supreme says the company’s activity must be under the automatic route and the transfer must not attract takeover regulations, non-resident ownership must remain within the sectoral limit, and pricing must follow Securities and Exchange Board of India or Reserve Bank of India guidelines. These requirements show why the 100% sectoral ceiling can coexist with narrower limits for a particular transaction or bidder.

What do the 2026 rules change for overseas individuals in Jindal Supreme?

The June 12, 2026 amendment expands the eligible group beyond non-resident Indians, or NRIs, and overseas citizens of India, or OCIs, to include an individual person resident outside India. Before the Foreign Exchange Management (Non-Debt Instruments) (Third Amendment) Rules, 2026, Jindal Supreme says only NRIs and OCIs could make the specified investments. The amendment permits such individuals to purchase or sell equity instruments of a listed Indian company and to invest in an Indian company, units or the capital of a limited liability partnership, or LLP.

The expansion carries two holding limits. One individual person resident outside India must hold less than 10% of total paid-up equity capital, or less than 10% of the paid-up value of debentures, preference shares or share warrants. All individual persons resident outside India together must not hold more than 24% of the relevant paid-up equity capital or paid-up value of those instruments.

The 24% collective limit is therefore different from the 100% foreign-investment sectoral limit. The 24% cap applies specifically to the group of individual persons resident outside India covered by the June 2026 amendment, while the 100% limit applies to foreign investment in Jindal Supreme’s business under the automatic route. A bidder must comply with both the relevant investor-level caps and the sectoral, valuation and procedural conditions.

When does a land-border beneficial owner need government approval?

Government approval is required under Press Note No. 2 (2026 Series), dated March 15, 2026, where citizens or entities of a country sharing a land border with India have specified beneficial ownership or control. The amended FDI Policy requires approval where those persons can directly or indirectly, individually or cumulatively, hold rights or entitlements of more than 10% of the shares, capital or profits of an investor entity incorporated or registered outside a land-border country. Approval is also required where they exercise control over that investor entity or ultimate effective control over the Indian investee entity.

The March 15, 2026 policy applies whether rights are held independently, collectively or by parties acting together. Jindal Supreme also says that a subsequent direct or indirect transfer of existing or future foreign direct investment requires approval if it causes beneficial ownership to fall within the restriction. The test concerns more than 10% rights or entitlements and specified forms of control, rather than a bidder’s residency label alone.

The June 12, 2026 amendment provides an additional listed-company safeguard. If the purchase, sale or transfer of equity instruments results in transfer of ownership or control of a listed Indian company to entities or citizens of countries sharing land borders with India, Government of India approval is required. A multilateral bank or fund of which India is a member is not treated as an entity of any particular country, and no country is treated as the beneficial owner of that institution’s investments in India.

Which overseas applicants remain restricted in Jindal Supreme?

Overseas corporate bodies, or OCBs, cannot participate in Jindal Supreme under the existing government policy described in the prospectus. NRIs, OCIs and other persons resident outside India may bid only within the less-than-10% individual and 24% aggregate limits set out in the June 2026 amendment. The eligibility of a particular bidder can also depend on beneficial ownership, control and whether approval is required.

A bidder requiring prior approval must obtain it and provide Jindal Supreme and the registrar with written intimation and a copy of the approval during the bid or issue period. Jindal Supreme directs each bidder to obtain independent legal advice on eligibility, reflecting the separate effects of FEMA, the FDI Policy, the 2026 amendment and ownership-chain rules. The prospectus also cautions that applicable laws or regulations may change after its date.

The equity shares have separate offer restrictions in the United States and other jurisdictions. Jindal Supreme says the shares have not been and will not be registered under the U.S. Securities Act or U.S. state securities laws; offers outside the United States rely on Regulation S offshore transactions. In the United States, the prospectus permits transactions only to qualified institutional buyers under Rule 144A, which it distinguishes from India’s qualified institutional buyer category.

How do the caps and approval rules work together for Jindal Supreme?

The rules operate in layers rather than as a single foreign-ownership allowance. Jindal Supreme’s business may receive foreign investment up to 100% under the automatic route, but an individual person resident outside India remains below 10% and that investor group remains within 24%. A transaction involving a covered land-border beneficial owner or a transfer of ownership or control to such persons may separately require Government of India approval.

The prospectus also preserves transfer conditions that apply to an Indian resident and non-resident transaction. A transfer must remain within the sectoral limit, comply with Securities and Exchange Board of India or Reserve Bank of India pricing guidelines, and not trigger takeover regulations in order to avoid prior Reserve Bank approval. The applicable route consequently depends on the investor category, holding level, beneficial ownership and transaction outcome.

Conclusion

Jindal Supreme’s disclosed 100% automatic-route eligibility sets the sector-level capacity for foreign investment, while the June 12, 2026 amendment broadens access to individual persons resident outside India. That wider access remains limited by a less-than-10% holding for one individual and a 24% ceiling for all such individuals, alongside FEMA and FDI Policy conditions.

The next point to watch is whether a bidder’s ownership chain meets the March 15, 2026 beneficial-owner and control tests, particularly after a transfer. Jindal Supreme’s stated process requires a bidder that needs Government of India approval to obtain it and submit written notice and a copy to the company and registrar during the bid or issue period.