India Ministry of Corporate Affairs updates overseas listing rules

The Ministry of Corporate Affairs (MCA) has notified the Companies (Listing of Equity Instruments in Permissible Jurisdictions) Amendment Rules, 2026. These amendments expand the scope of India's overseas listing framework by replacing the term “equity shares” with “equity instruments,” a definition that now includes equity shares, convertible debentures, and preference shares.

The new rules provide a specific pathway for companies with negative net worth to list overseas, provided they commit to allocating at least 75% of the net offer to Qualified Institutional Buyers. Additionally, the framework now expressly covers unlisted public companies located in International Financial Services Centres (IFSC) jurisdictions, subject to the IFSC Authority Act, 2019 and relevant regulations.

Other modifications include updates to disqualification periods, clarifications regarding unremedied defaults, and the replacement of the existing filing Form LEAP-1 with an updated version. The amendments were issued under the Companies Act, 2013, and take effect upon publication in the Official Gazette.