The Companies (Listing of Equity Instruments in Permissible Jurisdictions) Amendment Rules, 2026 are in force from 3 November 2026. MCA Notification G.S.R. 968(E), dated 3 November 2026, amends the Companies (Listing of equity shares in permissible jurisdictions) Rules, 2024, and rewrites the doorway to overseas listing: the framework no longer covers equity shares alone — convertible debentures and preference shares now count as "equity instruments" — unlisted public companies in International Financial Services Centres (IFSC) jurisdiction are expressly brought in, and a company with negative net worth can now list abroad if it undertakes to allot at least 75% of the net offer to qualified institutional buyers (QIBs).
In plain terms: an Indian company that wants to list on a foreign exchange can now take debentures and preference shares there too, not just equity shares — and even a loss-making company gets a door in, provided big institutional investors take at least three-quarters of the offer. For companies sitting in GIFT City, the rules now say in so many words that they are covered.
Quick Answer: The Companies (Listing of Equity Instruments in Permissible Jurisdictions) Amendment Rules, 2026 (MCA Notification G.S.R. 968(E), 3 November 2026) widen overseas listing beyond equity shares to convertible debentures and preference shares, expressly cover unlisted public companies in IFSC jurisdiction, and let negative-net-worth companies list if at least 75% of the net offer goes to qualified institutional buyers.
What changed
The amendment is a short notification — seven rules — but it touches almost every operative part of the 2024 framework. It is issued by the Ministry of Corporate Affairs under sub-section (3) of section 23 read with section 469 of the Companies Act, 2013 (18 of 2013), under F. No. 5/1/2021-CL-I-Part(1), and signed by Balamurugan D., Joint Secretary. Rule 1(1) gives the amendment rules their name — the Companies (Listing of Equity Instruments in Permissible Jurisdictions) Amendment Rules, 2026 — and Rule 1(2) brings them into force on the date of their publication in the Official Gazette, that is, 3 November 2026.
The principal rules being amended are the Companies (Listing of equity shares in permissible jurisdictions) Rules, 2024, published in the Gazette of India, Extraordinary, Part II, Section 3, Sub-section (i), vide notification G.S.R. 61(E), dated 24 January 2024, and last amended vide notification G.S.R. 443(E), dated 3 July 2025. Those 2024 rules created the framework under which Indian companies may list their securities directly on stock exchanges in permissible jurisdictions abroad, instead of routing the listing through an Indian exchange. The 2026 amendment is the latest change to that framework.
The single biggest change is in the name itself. Rule 2 substitutes the word "instruments" for the word "shares" wherever it occurs throughout the principal rules. The rules are accordingly renamed: what was the Companies (Listing of equity shares in permissible jurisdictions) Rules, 2024 is now the Companies (Listing of equity instruments in permissible jurisdictions) Rules, 2024. That one-word substitution is what carries the whole expansion — every condition, every form reference and every eligibility test in the 2024 rules now reads against equity instruments, not equity shares alone.
The six amendments, rule by rule
1. A new definition: "equity instruments"
Rule 3 inserts clause (ba) in Rule 2(1) of the principal rules: "'equity instruments' means equity shares, convertible debentures, preference shares issued by an Indian Company". Until now the framework spoke only of equity shares. From 3 November 2026, three kinds of instruments sit inside it — equity shares, convertible debentures and preference shares issued by an Indian company. The practical consequence is straightforward: a company whose capital structure leans on convertible debentures or preference shares is no longer outside the overseas-listing framework on that ground alone.
2. IFSC companies get an express route
Rule 4 amends Rule 3 of the principal rules in two strokes. First, in clause (a), after the word "companies", the words "other than public companies in the International Financial Services Centres jurisdiction" are inserted — carving IFSC public companies out of the general clause. Second, a new clause (c) is inserted after clause (b): "(c) unlisted public companies in the International Financial Services Centres jurisdiction, in so far as they are in accordance with the provisions of the International Financial Services Centres Authority Act, 2019 (50 of 2019) and with the regulations framed thereunder."
The effect is that unlisted public companies in IFSC jurisdiction now have their own express provision in the overseas-listing rules, tied to compliance with the IFSCA Act, 2019 and the regulations framed under it. That matters for GIFT City companies: the IFSC has been building out its own listing and finance-company ecosystem — including the GPU and data-centre equipment leasing framework notified for finance companies in GIFT IFSC — and the MCA amendment now aligns the overseas-listing rules with that IFSC track rather than leaving IFSC companies to squeeze into the general clause. Read our coverage of the IFSCA GPU leasing notification for the GIFT City context.
3. The negative-net-worth route: 75% to QIBs
Rule 6(i) inserts a proviso in clause (d) of Rule 5 of the principal rules: "Provided that a company having a negative net worth shall be eligible to issue its equity instruments for listing, if the issuer undertakes to allot at least seventy-five per cent. of the net offer to qualified institutional buyers in accordance with the regulations framed in this regard by the respective securities market regulator in permissible jurisdiction for purpose of this rule."
This is the headline change for issuers. Rule 5 of the 2024 rules sets the eligibility conditions for listing, and clause (d) deals with negative net worth. The amendment does not remove the condition — it adds a way through it. A company with negative net worth is now eligible to issue its equity instruments for listing if it undertakes to allot at least 75% of the net offer to QIBs, in accordance with the regulations framed by the securities market regulator of the permissible jurisdiction concerned. The discipline is deliberate: the offer is anchored by institutional demand, and the anchor is measured against the regulator's own framework in the jurisdiction where the listing happens — not against an Indian standard. Companies that were previously shut out of the overseas-listing route by a negative net worth now have a defined, if demanding, path.
4. Rule 5(e): "two years" becomes "more than six months"
Rule 6(ii) amends the proviso in clause (e) of Rule 5: for the words "two years", the words "more than six months" are substituted. The notification amends the words only — it does not restate the clause, so the subject the period measures must be read with Rule 5(e) of the principal rules (see the note at the end of this article). On the face of the amendment, the period in that proviso is now "more than six months" where it was "two years".
5. Rule 5(g): a default must still be outstanding
Rule 6(iii) amends clause (g) of Rule 5: after the words "specified period", the words "and such default has not been made good" are inserted. On the face of the inserted words, the clause now requires two things — a default within the specified period, and that the default has not been made good. A default that has since been cured therefore no longer counts against the company under that clause. As with Rule 5(e), the full clause must be read with the principal rules; the amendment changes the words, not the whole provision.
6. "Existing holders" and a brand-new Form LEAP-1
Rule 5 amends Rule 4 of the principal rules: for the words "existing shareholders" occurring at both places, the words "existing holders" are substituted. The change is terminological but deliberate — once the framework covers debenture-holders and preference shareholders as well as equity shareholders, "holders" is the accurate word.
Rule 7 substitutes Form LEAP-1 in the Second Schedule of the principal rules. The new Form LEAP-1 is the "Form for submission of Prospectus with the Registrar (Listing of equity instruments in permissible jurisdictions-1)", filed under sub-section (3) of section 23 of the Companies Act, 2013 and Rule 4 of the 2024 Rules. It requires the company's CIN, name, registered office address and email ID, the purpose of application, and the dates of approval by, and submission of the prospectus to, the securities regulator or stock exchange. It also requires disclosure of whether any inspection, investigation or inquiry has been ordered against the company under the Companies Act, 2013. The mandatory attachments are a copy of the approval of the securities regulator or stock exchange, a copy of the acknowledgement of filing of the prospectus, and a copy of the prospectus itself, each up to 2 MB, with optional attachments permitted. The form carries a declaration by an authorised signatory, must be digitally signed by a director, manager, company secretary, CEO or CFO, and must be certified by a practising professional — a Chartered Accountant, Cost Accountant or Company Secretary in whole-time practice — who certifies that the particulars have been verified from the company's original records. The form draws attention to sections 448 and 449 of the Companies Act, 2013, which provide for punishment for false statements, false certification and false evidence.
Old vs new: what G.S.R. 968(E) changes
Who is affected
- Unlisted public companies planning a foreign listing. The framework's core audience. If the instrument is a convertible debenture or a preference share rather than an equity share, the route is now open where it was not.
- Companies with negative net worth. The 75% QIB undertaking is the new gate. A company that can anchor three-quarters of its net offer with institutional buyers can now use the overseas-listing route; one that cannot remains outside it.
- Unlisted public companies in GIFT IFSC. The new Rule 3(c) gives them an express provision tied to the IFSCA Act, 2019 — relevant to any GIFT City company weighing a foreign listing alongside the IFSC's own finance and leasing frameworks.
- Company secretaries, CFOs and transaction advisers. Every overseas-listing checklist, board note and eligibility memo written against the 2024 rules needs updating: the defined term, the IFSC carve-out, the QIB proviso, the two Rule 5 wording changes, and the new LEAP-1.
- Existing holders. Rule 4 now speaks of "existing holders" — debenture-holders and preference shareholders are now inside the provision's language, not just equity shareholders.
- Practising professionals. The new Form LEAP-1 requires certification by a Chartered Accountant, Cost Accountant or Company Secretary in whole-time practice, on verification from the company's original records — with sections 448 and 449 consequences for false certification.
What to do next
- Check the instrument first. Confirm that what the company plans to list is an "equity instrument" under new Rule 2(1)(ba) — an equity share, a convertible debenture or a preference share issued by an Indian company. Anything outside those three is outside the framework.
- If net worth is negative, test the QIB route early. Work out whether the issuer can genuinely undertake to allot at least 75% of the net offer to qualified institutional buyers, under the regulations of the securities market regulator in the permissible jurisdiction where the listing is planned. That undertaking is the whole of the new route — it should be tested with the prospective QIBs and the foreign regulator before the board commits to the listing.
- IFSC companies: confirm IFSCA compliance. An unlisted public company in IFSC jurisdiction must be in accordance with the IFSCA Act, 2019 and the regulations framed under it. Confirm that position with the company's IFSC advisers before relying on new Rule 3(c).
- Use the new Form LEAP-1. The earlier form is replaced. A prospectus filed with the Registrar must now go on the substituted Form LEAP-1, with the three mandatory attachments — the regulator or exchange approval, the acknowledgement of prospectus filing, and the prospectus itself — and the inspection, investigation and inquiry disclosures. Do not file on a saved copy of the old form.
- Line up the practising-professional certificate. The new LEAP-1 needs certification by a CA, Cost Accountant or CS in whole-time practice, verified from original records. Arrange it before filing, not after — and note the sections 448 and 449 warning on the form.
- Read Rule 5 as amended, in full. The amendment changes words inside Rule 5(d), 5(e) and 5(g); it does not reprint the clauses. Before relying on the shorter "more than six months" period or the cured-default point, read the amended Rule 5 of the principal rules end to end.
- Do not assume the permissible jurisdictions changed. This notification does not add or remove any permissible jurisdiction. The list in the 2024 rules stands as it was — verify it from the principal rules before advising a client on where the listing can happen.
What the notification does not spell out — NOT CHECKED: The amendment changes words inside the 2024 rules without reprinting the clauses, so three points must be read with the principal rules (G.S.R. 61(E), 24 January 2024) and are not stated as fact here: (i) what the period in the proviso to Rule 5(e) measures — only that it changes from "two years" to "more than six months"; (ii) the full list of permissible jurisdictions, which this notification does not touch; and (iii) the contents of the earlier Form LEAP-1, which the new form replaces. The MCA's own notification page and the e-Gazette copy could not be read directly in this check; the Gazette text was read from the Gazette PDF itself, corroborated by two independent reports of the notification.
FAQs
What is MCA G.S.R. 968(E) 2026?
MCA Notification G.S.R. 968(E), dated 3 November 2026, is the Companies (Listing of Equity Instruments in Permissible Jurisdictions) Amendment Rules, 2026. Made under section 23(3) read with section 469 of the Companies Act, 2013, it amends the 2024 overseas-listing rules — widening them from equity shares to equity instruments, covering IFSC companies, and adding a QIB route for negative-net-worth issuers. It came into force on 3 November 2026, the date of its Gazette publication.
Can a company with negative net worth list overseas under the new MCA rules?
Yes, on one condition. The new proviso to Rule 5(d) makes a negative-net-worth company eligible to issue its equity instruments for listing if the issuer undertakes to allot at least 75% of the net offer to qualified institutional buyers, in accordance with the regulations framed by the securities market regulator of the permissible jurisdiction concerned.
What are equity instruments under the amended overseas listing rules?
Under new Rule 2(1)(ba), "equity instruments" means equity shares, convertible debentures and preference shares issued by an Indian company. The word "shares" is replaced by "instruments" throughout the 2024 rules, so the whole framework now reads against all three.
Do the new rules cover companies in GIFT IFSC?
Yes. New Rule 3(c) expressly covers unlisted public companies in International Financial Services Centres jurisdiction, in so far as they are in accordance with the IFSCA Act, 2019 and the regulations framed under it. Rule 3(a) is amended at the same time to exclude public companies in IFSC jurisdiction from the general clause.
What is Form LEAP-1 and what changed in it?
Form LEAP-1 is the form for submission of a prospectus with the Registrar when listing equity instruments in a permissible jurisdiction. G.S.R. 968(E) substitutes a new Form LEAP-1 in the Second Schedule: it requires the company's CIN, name, registered office address and email, the purpose of application, dates of approval and submission of the prospectus, disclosures on any pending inspection, investigation or inquiry, three mandatory attachments, a declaration, digital signature by a director, manager, company secretary, CEO or CFO, and certification by a practising CA, Cost Accountant or CS.
When did the MCA overseas listing amendment rules 2026 come into force?
On 3 November 2026 — the date of their publication in the Official Gazette. Rule 1(2) of the amendment rules provides that they come into force on the date of their publication in the Official Gazette, and the notification is dated 3 November 2026.
Sources
- Primary source: Ministry of Corporate Affairs Notification G.S.R. 968(E), dated 3 November 2026 — Companies (Listing of Equity Instruments in Permissible Jurisdictions) Amendment Rules, 2026, Gazette of India, Extraordinary, Part II, Section 3, Sub-section (i) (Gazette PDF, read in full).
- Corroboration: TaxGuru report of the notification with the full Gazette text; CAClubIndia report of the notification (G.S.R. 968(E), 3 November 2026).
- Background: Companies (Listing of equity shares in permissible jurisdictions) Rules, 2024 — G.S.R. 61(E), 24 January 2024, last amended by G.S.R. 443(E), 3 July 2025 (as recited in the notification itself).
- Related on CorpLawUpdates: IFSCA GPU Leasing Notification 2026: GIFT City Finance Companies Can Now Lease AI Chips and Data Centre Equipment; IFSCA Reporting Norms for TechFin & Ancillary Providers in IFSC.
Last verified by team: 5 November 2026. This article is a summary of the notification for information; the Gazette text governs in case of any difference.
