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01At a Glance: The Full Picture in 2 Minutes
Think of a listed company as a pie divided into 100 slices. Under the old rules, a single NRI could personally own at most 5 slices. All NRIs together could hold at most 10 slices. To go beyond 10, the company’s shareholders had to vote specifically to raise the limit to 24 slices. Most companies never bothered.
Under the new rules announced on June 5, a single NRI can now hold up to 10 slices. All overseas individual investors combined can hold up to 24 slices by default, without any shareholder vote. Furthermore, any individual living outside India, regardless of whether they are of Indian origin, can now invest through the same simplified route.
This is, therefore, a two-part reform. It widens the size of each investor’s gate. And it opens that gate to a broader group of people globally.
02Background: The Old Framework and Why It Needed Change
India has always maintained a structured framework for overseas investment in listed equities. The legal foundation is the Foreign Exchange Management Act, 1999 (FEMA), specifically Schedule III of the FEMA (Non-Debt Instruments) Rules, 2019. The framework was designed with two objectives: attract foreign capital while ensuring majority control of Indian companies stays in domestic hands.
Under the rules that applied before June 5, 2026, a single NRI or OCI could hold up to 5% of the paid-up equity capital of any listed Indian company. The combined holding of all NRIs and OCIs together was capped at 10% of any single company. Companies could raise this aggregate ceiling further to 24%, but only after their board passed a special resolution and shareholders formally approved the increase at a general meeting.
In practice, this framework created friction. NRI investors who wanted to build a meaningful equity position in a single company hit the 5% ceiling faster than expected, particularly in smaller and mid-cap companies with lower float. At the aggregate level, the 10% default ceiling effectively froze NRI participation in many stocks where the limit was already reached, unless the company proactively sought board and shareholder approval to raise it to 24%. Most mid-tier companies did not bother with this process.
The groundwork for this change was laid in Union Budget 2026-27, presented in February 2026 by Finance Minister Nirmala Sitharaman. The Budget announced the proposal to double the individual cap and raise the aggregate ceiling. It also proposed extending the Portfolio Investment Scheme to all individual PROIs beyond just NRIs and OCIs. The June 5 RBI announcement operationalises those Budget proposals at the regulatory level.
Why the Default 24% Aggregate Limit Matters
Under the old system, the 24% aggregate ceiling required deliberate corporate action. A company had to seek shareholder approval before NRI and PROI holdings could exceed 10%. Most companies did not initiate this, particularly smaller firms where NRI interest had not historically been high.
The new framework makes 24% the default ceiling from the outset. No special resolution is needed for companies to accommodate overseas individual investors up to this level. This removes a significant administrative barrier and effectively more than doubles the total headroom for NRI and PROI capital in the average listed company.
03What Exactly Changed on June 5, 2026
The RBI Governor made three interconnected announcements relating to overseas individual investor access to Indian listed equities. Each one targets a different barrier that previously constrained NRI and PROI participation.
- Individual NRI / OCI limit: 5% of paid-up equity capital per company
- Default aggregate NRI + OCI limit: 10% of paid-up equity capital
- Aggregate could be raised to 24% only through special shareholder resolution
- Portfolio Investment Scheme available to NRIs and OCIs only
- Non-Indian overseas individuals had no equivalent simplified direct investment route
- Investment beyond applicable limits required full SEBI FPI registration
- Individual NRI / OCI / PROI limit: 10% of paid-up equity capital per company
- Default aggregate limit for all overseas individual investors: 24%
- No shareholder resolution required to reach the 24% aggregate ceiling
- Portfolio Investment Scheme formally extended to all individual PROIs
- Non-Indian overseas individuals eligible on the same terms as NRIs and OCIs
- Larger investments possible within the PIS channel without SEBI FPI registration
In its official statement, the RBI said: “The limits for investment by NRIs and OCIs in equity instruments traded on the stock market without SEBI registration are being increased. Further, the same facility is being extended to all individual Persons Resident Outside India (PROIs) at par with NRIs and OCIs.”
Concurrently, the Ministry of Finance confirmed that individual PROIs would be permitted to invest in listed Indian companies through the Portfolio Investment Scheme. This marks the first time PIS has been formally opened to non-Indian overseas individuals. Amendments to the Foreign Exchange Management (Non-Debt Instruments) Rules will give legal finality to the change. Detailed operational guidelines from the RBI are expected to follow separately.
Visualising the Limit Changes
04Who Is an NRI, OCI, and PROI Under Indian Law?
These three categories are legally distinct under FEMA. Understanding the differences matters because investment entitlement, tax treatment, and repatriation rights differ for each group.
| Category | Legal Definition under FEMA | Citizenship Status | Typical Examples |
|---|---|---|---|
| NRI (Non-Resident Indian) | An Indian citizen who stays outside India for more than 182 days in a financial year for employment, business, or other purposes | Holds Indian passport; Indian citizen | Software engineer working in the US; a doctor practising in the UK; a business owner based in Dubai |
| OCI (Overseas Citizen of India) | A foreign national of Indian origin who has been granted OCI cardholder status by the Government of India. OCIs are not Indian citizens but hold a lifelong multi-entry visa and certain parity rights | Foreign passport with OCI card | A second-generation Indian-American with a US passport and OCI card; a UK citizen of Indian origin with OCI status |
| PROI (Person Resident Outside India) | Any individual or entity that does not qualify as a person resident in India under Section 2(v) of FEMA. The definition is broad and includes foreign nationals with no Indian origin whatsoever | Any nationality; explicitly includes non-Indians | A Singaporean investor with no Indian ancestry; a Japanese fund manager investing personally in Indian stocks; a British businessman with no connection to India |
Before June 5, 2026, Schedule III of the FEMA (Non-Debt Instruments) Rules listed only NRIs and OCIs as eligible investors under the Portfolio Investment Scheme. Non-Indian PROIs could access Indian listed equities only through the full FPI route under SEBI, which required formal registration and ongoing compliance obligations. The June 5 change brings all individual PROIs on par with NRIs and OCIs for this purpose.
05The Portfolio Investment Scheme: How NRIs Actually Invest
The Portfolio Investment Scheme (PIS) is the RBI-administered gateway through which NRIs and OCIs invest in listed Indian equities. Launched in 1992, its core design is simplicity. Instead of registering with SEBI as a Foreign Portfolio Investor, an eligible overseas individual works through a designated PIS bank account linked to their existing NRE or NRO account.
How the PIS Process Works: Step by Step
Rahul is an Indian-origin software engineer based in San Francisco. He holds an Indian passport, so he qualifies as an NRI under FEMA. He wants to build a meaningful position in a listed Indian mid-cap engineering company. Under the old rules, he could hold at most 5% of the company’s equity personally. Furthermore, if all NRIs collectively already owned 10% of the company, he could not buy a single additional share through PIS.
Under the new rules, Rahul can personally hold up to 10%. The aggregate default ceiling for all overseas individual investors combined is now 24%, without needing a shareholder vote. Rahul, therefore, has twice the room to invest, and so does the market as a whole.
Meanwhile, Rahul’s American colleague David, who has no Indian ancestry, can now also open a PIS account and invest in the same company through the same route. This was not possible before June 5, 2026.
PIS vs Full FPI Registration: Key Differences
| Aspect | Portfolio Investment Scheme (PIS) | Full FPI Registration (SEBI) |
|---|---|---|
| Who can use it | NRIs, OCIs, and now all individual PROIs | Institutional or individual investors meeting SEBI’s FPI eligibility criteria |
| Registration required | Only with a designated PIS bank; no SEBI registration | Full SEBI FPI registration; ongoing KYC, compliance, and custodian bank setup |
| Instruments allowed | Listed equity shares and convertible debentures; delivery-based only | Equities, equity derivatives, debt instruments, and more |
| Intraday trading | Not permitted | Permitted for eligible FPI categories |
| Monitoring authority | RBI, through designated PIS banks on a daily basis | SEBI, stock exchanges, and depositories |
| Compliance burden | Relatively low; operates via standard NRE/NRO infrastructure | Higher; requires ongoing regulatory filings and designated custodian |
| Best suited for | Individual investors building a long-term equity portfolio in India | Institutions, funds, or individuals requiring access to a broader instrument range |
06The Numbers in Context: How Big Is the Diaspora Opportunity?
India has the world’s largest overseas diaspora. According to Ministry of External Affairs data, approximately 35.4 million Indians live abroad as of 2025-26. This includes 15.85 million NRIs (Indian passport holders living abroad) and 19.57 million Persons of Indian Origin (PIOs, including those with OCI status). The United States hosts the largest segment at approximately 5.16 million, followed by the UAE at approximately 4 million.
Despite this vast pool of potential investors, NRI equity holdings in India remain surprisingly thin. NRI shareholding in NSE-listed companies stood at just 0.62% of total NSE market capitalisation, valued at Rs 2.5 trillion, as of March 2026. A year earlier, the figure was 0.63%, or Rs 2.57 trillion. The share, therefore, is not only small but was actually declining slightly in the year before this reform.
The reasons for low NRI equity participation are well-documented. Complex account-opening procedures, tax filing obligations that many NRIs find cumbersome, confusion over repatriation rules, and, critically, the low investment caps themselves have all served as deterrents. The June 5 changes directly address the cap-related barrier. Other friction points remain to be resolved through complementary measures.
| Country | Estimated Indian Diaspora | Dominant Category |
|---|---|---|
| United States | Approx. 5.16 million | Mix of NRIs, OCIs, and multi-generational PIOs |
| United Arab Emirates | Approx. 4 million | Primarily NRIs on employment visas |
| Malaysia | Approx. 2.02 million | Primarily PIOs; many multi-generational settlers |
| United Kingdom | Approx. 1.93 million | Significant OCI and long-settled PIO community |
| Canada | Approx. 1.86 million | Mix of NRIs, OCIs, and PIOs |
| Saudi Arabia | Approx. 1.88 million | Primarily NRIs on employment and business visas |
| Total Worldwide | Approx. 35.4 million | NRIs + PIOs combined (Ministry of External Affairs, 2025-26 data) |
07The Bigger Picture: What Else Did RBI Announce on June 5?
The NRI and PROI equity limit changes were part of a broader capital account liberalisation package announced alongside the rate decision. The overall intent was to attract more stable, long-term foreign capital into India’s financial markets across multiple asset classes simultaneously.
On rates, the MPC unanimously voted to keep the repo rate unchanged at 5.25%, with a neutral stance. This was the third consecutive meeting without a rate change, following cumulative cuts of 125 basis points in 2025. The RBI also revised FY27 GDP growth forecast downward to 6.6% from 6.9%, and raised the FY27 CPI inflation projection to 5.1% from 4.6%, primarily reflecting the impact of elevated global energy prices.
On government securities, the RBI expanded the universe of bonds accessible through the Fully Accessible Route (FAR). All new issuances of 15-year, 30-year, and 40-year tenor Government Securities are now included under FAR. This opens the longer end of the yield curve to foreign investors without the standard investment cap constraints. Additionally, limits on short-term investment, concentration, and individual securities under the General Route for FPIs were removed, substantially simplifying bond market access for overseas institutional investors.
On external commercial borrowings (ECBs), a concessional foreign exchange swap facility was introduced for Public Sector Units, available until September 30, 2026. On foreign currency deposits, the RBI offered to bear the full hedging cost for Authorised Dealer banks that raise fresh three-to-five-year FCNR (B) deposits, also until September 30, 2026. This subsidy on hedging costs is expected to make such deposits more attractive, potentially allowing banks to offer meaningfully higher rates to overseas depositors.
| Measure Announced | What It Does | Targeted Asset Class |
|---|---|---|
| NRI / OCI / PROI individual equity cap doubled to 10% | Allows each overseas individual to hold a larger stake in any single listed company without SEBI FPI registration | Listed Equities |
| Default aggregate limit raised to 24% | Removes requirement for shareholder approval before NRI and PROI combined holding can reach 24% | Listed Equities |
| PIS formally extended to all individual PROIs | Opens the NRI-style simplified investment channel to all overseas individuals, regardless of Indian origin | Listed Equities |
| FAR expanded to include new 15-, 30-, and 40-year G-Secs | Expands the range of government bonds available to foreign investors without investment cap constraints | Government Securities |
| General Route FPI restrictions removed | Removes short-term investment, concentration, and individual-security limits for FPI bond investments | Government Securities |
| Concessional forex swap for PSU ECBs | Lowers hedging cost for public sector overseas borrowings; available until September 30, 2026 | External Commercial Borrowings |
| RBI bears hedging cost for FCNR (B) deposits | Incentivises banks to raise long-term foreign currency deposits by subsidising hedging costs; available until September 30, 2026 | Foreign Currency Deposits |
Together, these measures represent a carefully coordinated push to deepen India’s capital account. Each instrument targets a different segment of foreign investor. The equity measures target the retail diaspora and overseas individual investors. The G-Sec and General Route changes target institutional bond investors seeking easier access to India’s debt market. The ECB and FCNR measures target corporate and banking-sector foreign currency flows.
08Market and Economic Implications
The immediate market reaction to the NRI limit change is expected to be measured rather than dramatic. NRI investors are not a single homogeneous bloc that rushes in the moment a regulatory limit moves. The reform is more accurately described as a structural improvement with long-term implications for market depth, liquidity, and capital account stability.
Several dynamics make this reform economically significant over the medium term. First, NRI investors tend to behave differently from institutional FPIs. They typically take a longer-term view, are more familiar with Indian companies through personal or professional exposure, and are less sensitive to short-term global risk-off sentiment that drives institutional selling cycles. A larger NRI ownership base in Indian equities, therefore, provides a more stable counterweight to institutional volatility.
Second, the decision to extend PIS to all individual PROIs adds a genuinely new category of investor. Previously, a Japanese or German individual investor who wanted to take a long-term personal equity position in India had no clean, low-friction route to do so. The FPI registration process was designed for institutions. Now, individual foreign investors have the same simplified access path as Indian-origin NRIs. This structural expansion in the eligible investor universe is meaningful regardless of how quickly actual inflows follow.
Third, the reform supports rupee stability. Cumulative FPI outflows from Indian equities had been substantial in calendar year 2026, driven by global risk factors including elevated crude oil prices following the Iran conflict and a weakening rupee that touched near Rs 97 per dollar at its May 2026 low. Domestic institutional investors absorbed much of that outflow. Encouraging a more diversified, diaspora-based retail investor base adds another layer of potential domestic demand for rupee-denominated assets, which supports currency stability at the margin.
That said, the reform alone is not sufficient to unlock the full diaspora investment potential. Tax filing obligations for NRIs investing in India, the single designated-bank constraint under PIS, and currency risk for those earning in foreign currencies remain practical deterrents that higher limits alone cannot resolve. The full benefit of this reform depends on complementary simplifications in tax compliance and onboarding procedures.
09What Comes Next: Operational Guidelines and FEMA Amendments
The June 5 announcement signals firm policy intent from the RBI Governor and receives ministerial endorsement from the Finance Ministry. However, the legal changes follow through a separate process. The Finance Ministry confirmed that the revised framework will be implemented through formal amendments to the Foreign Exchange Management (Non-Debt Instruments) Rules. Detailed operational guidelines from the RBI are expected to follow thereafter.
Until those guidelines are formally notified, investors should not assume the higher limits apply automatically at the transaction level. The implementation sequence typically proceeds as follows:








