MCA expands direct listing rules to more equity instruments

The Ministry of Corporate Affairs amended the Companies (Listing of Equity Shares in Permissible Jurisdictions) Rules, 2024. The amendment was issued on 3 November 2026 and took effect on Gazette publication on 4 November. The rules now refer to equity instruments, which include equity shares, convertible debentures and preference shares issued by an Indian company.

The amendment gives unlisted public companies in an International Financial Services Centre (IFSC) a separate category under Rule 3, subject to the IFSCA Act and regulations. It also updates references to existing holders under Rule 4. A company with negative net worth can qualify under the new Rule 5(d) proviso if it undertakes to allot at least 75% of the net offer to qualified institutional buyers in accordance with the relevant securities regulator’s rules. Rule 5(e) now specifies more than six months in the proviso for a cured default, and Rule 5(g) adds that the default must remain unremedied.

The revised LEAP-1 asks for regulatory or exchange approval, the prospectus filing acknowledgement and the prospectus itself. It also calls for disclosure of inspections, investigations or inquiries, a board-authorised digital signature and certification by a practising professional. Issuers should confirm applicable exchange requirements and update their filing checklist before proceeding.