Overseas Listing Rules Eased: GIFT City Open to Debentures, Preference Shares

The Ministry of Corporate Affairs has amended the rules that let Indian public companies list directly on exchanges abroad, adding convertible debentures and preference shares to what can be listed. The Companies (Listing of Equity Instruments in Permissible Jurisdictions) Amendment Rules, 2026, were notified on 3 November 2026 as G.S.R. 968(E) and took effect the same day, according to a summary of the Gazette notification. The two permitted exchanges, India International Exchange and NSE International Exchange at GIFT City in Gujarat, are regulated by the International Financial Services Centres Authority (IFSCA).

Debentures and Preference Shares Now Count

The 2024 rules spoke only of “shares”. The amendment replaces that word with “equity instruments”, defined as equity shares, convertible debentures and preference shares issued by an Indian company. A company can now list any of the three, not only equity.

The rules also open a route for unlisted public companies in the IFSC jurisdiction, subject to the IFSCA Act, 2019. A company with negative net worth is now eligible if it agrees to allot at least 75 per cent of the net offer to qualified institutional buyers.

Also read NCLT Staff Hiring: Supreme Court Says Corporate Affairs Ministry Overreached

Stricter Test on Past Defaults

Rule 5(g) now says a default counts against a company only if it “has not been made good”, so a cured default no longer blocks a listing. A new Form LEAP-1 replaces the earlier form, with disclosures on inspections, investigations and inquiries and a certificate from a practising professional.

How the 2024 Framework Began

The original rules were notified on 24 January 2024 as G.S.R. 61(E). The list of permitted jurisdictions has not changed, according to the summary. Lawyers quoted by PSU Watch said the change widens the securities that can be listed; Amit Baid of BTG Advaya said “the regulatory door has been opened”.

Gazette Text and Exchange Guidance Still to Watch

The summary notes that the Gazette text governs, so companies will need to read the notification itself. Neither the ministry nor IFSCA has said how many companies plan to use the route. IPB has covered recent listings in its Jio Platforms listing report, and more business coverage is on the Economy page.

Source: Based on reporting by PSU Watch, Corp Law Updates and CA2013.

Image: IPB.