MUSCAT – The regulation follows Royal Decree No. 18/2025, which established the Promising Companies Market as a dedicated platform under the Muscat Stock Exchange (MSX). The new market is designed to support emerging businesses by offering flexible listing options and a tailored regulatory framework to accommodate their development stages.

The regulation stipulates that promising company may choose either direct or indirect listing on the market. As per the conditions, a promising company wishing to list directly must have a strong track record – three years of profitability, average annual revenue growth of at least 14.4 percent, and a minimum of 20 shareholders.

A promising company wishing to list indirectly must have completed at least two years of operational and financial performance and offer private subscription involving a minimum 20 percent capital offering, or a capital increase.

In all cases, the number of shareholders must not be less than twenty shareholders upon listing.
A promising company under establishment may be also indirectly listed on the market, provided that it submits an application to do so in accordance with the procedures and conditions stipulated.
“In the event of a violation of these regulations, the Muscat Stock Exchange may cancel the listing of the promising company from the market, in accordance with the controls set by it and approved by the Authority,” the regulation stipulates.

Trading in the market is exclusive to the following categories of qualified investors:

1. Shareholders of the promising company upon listing.
2. Entities working in the field of securities.
3. Insurance companies.
4. Social Protection Fund.
5. Collective investment funds.
6. High-net-worth individuals who meet any of the following two conditions:
   Obligations and prohibitions:
   A promising company listed on the market must commit to disclosing its financial statements in accordance with the relaxed standards designated for small and medium-sized enterprises within the International Financial Reporting Standards (IFRS-SME) approved by the Authority.
   Listed companies must disclose:
   • Semi-annual unaudited financials within 30 days
   • Annual audited financials within 90 days
   

They are also subject to general capital market disclosure rules and restrictions on founders’ share trading during the first-year post-listing.
A promising company listed on the market is prohibited from trading in the founders’ shares for a period of one year from the date of listing. In the event that any of the founders wishes to divest some of their shares, this divestment must not exceed ten percent of the shares they own, in accordance with the controls set by the stock exchange.

The founders of a promising company under formation may not dispose of their shares before the company publishes a budget for one fiscal year starting from the date of its registration with the Commercial Registry. The period of prohibition of disposal may be extended for another fiscal year by a decision of the Authority, provided that this does not prejudice the right of the founders to make a second-degree mortgage on those shares.

Exceptions are made to this in cases of transfer of state-owned shares, transfer of shares between the founders themselves, and cases of inheritance.
Anyone who has been allocated shares in the capital of the promising company through indirect listing may dispose of them directly after their listing on the market.
Fees as per the regulation’s appendix:
• Prospectus Approval: RO 2,000
• Issue Coverage Fee: RO 2,500
• Securities Insertion Fee: RO 50 annually