The Ministry of Corporate Affairs (MCA) has notified the Companies (Listing of Equity Instruments in Permissible Jurisdictions) Amendment Rules, 2026, introducing significant changes to India's overseas listing framework. The amendments expand the scope of eligible equity instruments, address the listing eligibility of companies with negative net worth, provide specific provisions for certain IFSC-based companies and replace the existing Form LEAP-1.
Introduction
The Ministry of Corporate Affairs (MCA) has introduced amendments to the Companies (Listing of Equity Shares in Permissible Jurisdictions) Rules, 2024, through a notification dated November 3, 2026.
Issued under the powers conferred by Section 23(3) read with Section 469 of the Companies Act, 2013, the Companies (Listing of Equity Instruments in Permissible Jurisdictions) Amendment Rules, 2026, aim to widen the scope of India's overseas listing framework and modify certain eligibility and filing requirements.
One of the significant changes is the replacement of the term 'equity shares' with 'equity instruments', thereby bringing equity shares, convertible debentures and preference shares within the expressly defined scope of the framework.
The amendments also introduce changes concerning unlisted public companies in International Financial Services Centre (IFSC) jurisdictions and provide a specific eligibility route for companies having negative net worth.
1. Rules Renamed to Cover Equity Instruments
The MCA has renamed the existing rules as the Companies (Listing of Equity Instruments in Permissible Jurisdictions) Rules, 2024, replacing the earlier reference to equity shares.
Accordingly, the word 'shares' has been substituted with 'instruments' throughout the principal rules.
A new definition of 'equity instruments' has also been inserted under Rule 2(1).
As per the amended provision, equity instruments mean:
- Equity shares issued by an Indian company.
- Convertible debentures issued by an Indian company.
- Preference shares issued by an Indian company.
This amendment broadens the terminology used in the overseas listing framework beyond equity shares alone.
2. Specific Provisions for Companies in IFSC Jurisdictions
The amendment modifies Rule 3 to address companies operating within International Financial Services Centre jurisdictions.
A new clause (c) has been inserted to specifically cover unlisted public companies in IFSC jurisdictions, subject to compliance with the provisions of the International Financial Services Centres Authority Act, 2019, and the regulations framed thereunder.
The amendment also modifies the existing provision under Rule 3(a) by inserting an exclusion relating to public companies in IFSC jurisdictions.
This change provides specific treatment for unlisted public companies operating within the IFSC regulatory framework under the overseas listing rules.
3. Companies with Negative Net Worth May Become Eligible for Overseas Listing
One of the notable amendments relates to the eligibility of companies having a negative net worth.
Earlier, the eligibility conditions under Rule 5 contained a restriction concerning companies with negative net worth.
The MCA has now inserted a proviso allowing such companies to issue their equity instruments for listing, subject to a specified condition.
Under the amended provision, a company having negative net worth can become eligible if the issuer undertakes to allot at least 75% of the net offer to Qualified Institutional Buyers (QIBs).
The allotment must be made in accordance with the regulations framed by the respective securities market regulator in the permissible jurisdiction.
This amendment introduces a specific eligibility route for companies with negative net worth, subject to the prescribed QIB allocation requirement.
4. Changes in Eligibility Conditions Under Rule 5
Apart from the negative net worth provision, the MCA has introduced two further textual amendments to Rule 5.
Replacement of the two-year period
In clause (e), the words 'two years' have been replaced with 'more than six months' in the existing proviso.
Additional condition relating to defaults
In clause (g), the words 'and such default has not been made good' have been inserted after the words 'specified period'.
These amendments modify the existing eligibility provisions and should be read along with the relevant clauses of Rule 5.
5. Existing Shareholders Replaced with Existing Holders
The MCA has also amended Rule 4.
The words 'existing shareholders', appearing at two places in the rule, have been replaced with 'existing holders'.
The terminology change aligns the provision with the broader concept of equity instruments introduced through the amendment.
6. Revised Form LEAP-1 Introduced
Another important change concerns the filing requirements for companies seeking to list their equity instruments in permissible overseas jurisdictions.
The MCA has substituted the existing Form LEAP-1 under the Second Schedule of the principal rules.
The revised form is titled:
Form LEAP-1 – Form for Submission of Prospectus with the Registrar (Listing of Equity Instruments in Permissible Jurisdictions-1).
The revised form requires companies to furnish various particulars, including:
- Corporate Identity Number (CIN) of the company.
- Name and registered office address of the company.
- Company's email ID.
- Purpose of application, i.e., filing of prospectus.
- Date of approval by the securities regulator or stock exchange.
- Date of submission of prospectus to the securities regulator or stock exchange.
Disclosure of Pending Inspection, Investigation or Inquiry
The revised Form LEAP-1 also requires companies to disclose whether any of the following have been ordered against them under the Companies Act, 2013:
- Inspection of the company.
- Investigation of the company.
- Inquiry into the company.
Companies must select the appropriate Yes or No response for each disclosure.
Documents Required to Be Attached
The revised form specifies the following mandatory attachments:
- Copy of the approval of the securities regulator or stock exchange.
- Copy of the acknowledgement of filing of prospectus.
- Copy of the prospectus.
Companies may also provide optional attachments, wherever applicable.
Declaration and Professional Certification
The form requires a declaration confirming that the information furnished, along with the attachments, is correct and complete.
The authorised signatory must also confirm that the company has complied with all applicable provisions of the rules.
The form is required to be digitally signed by an authorised person, such as a Director, Manager, Company Secretary, CEO or CFO, as applicable.
Additionally, the revised form provides for certification by a practising professional, who may be:
- A Chartered Accountant in whole-time practice.
- A Cost Accountant in whole-time practice.
- A Company Secretary in whole-time practice.
The professional is required to certify that the particulars and supporting documents have been verified against the original records maintained by the company and that the information is true, correct and complete.
The form also draws attention to Sections 448 and 449 of the Companies Act, 2013, which deal with punishment for false statements or false certification and false evidence, respectively.
7. Effective Date of the Amendment Rules
The Companies (Listing of Equity Instruments in Permissible Jurisdictions) Amendment Rules, 2026, shall come into force from the date of their publication in the Official Gazette.
The notification was published on November 3, 2026, under:
- Notification No.: G.S.R. 968(E)
- Gazette of India: Extraordinary
- Part II, Section 3, Sub-section (i)
- Date: November 3, 2026
The amendment further modifies the principal rules originally notified through G.S.R. 61(E), dated January 24, 2024, and subsequently amended through G.S.R. 443(E), dated July 3, 2025.
Conclusion
The Companies (Listing of Equity Instruments in Permissible Jurisdictions) Amendment Rules, 2026, represent an important development in India's regulatory framework for overseas listing.
By expanding the definition of equity instruments, introducing specific provisions for unlisted public companies in IFSC jurisdictions and allowing companies with negative net worth to qualify subject to a 75% QIB allocation commitment, the MCA has revised important aspects of the existing framework.
The substitution of Form LEAP-1 also brings changes to the documentation, disclosure and certification requirements applicable to companies filing their prospectuses with the Registrar.
Companies, Company Secretaries, Chartered Accountants and other professionals involved in overseas listing transactions should examine the amended provisions and revised filing requirements to ensure compliance.
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