The Ministry of Corporate Affairs (MCA) has notified the Companies (Listing of Equity Instruments in Permissible Jurisdictions) Amendment Rules, 2026, vide Notification No. G.S.R. 968(E), dated November 3, 2026, amending the Companies (Listing of Equity Shares in Permissible Jurisdictions) Rules, 2024. The amendments have been issued in exercise of powers conferred under Section 23(3), read with Section 469 of the Companies Act, 2013, and shall come into force from the date of their publication in the Official Gazette.
Broader Listing Framework to Cover Equity Instruments
The Government has expanded the regulatory framework for listing securities in permissible jurisdictions by replacing the expression “shares” with “instruments” throughout the existing Rules. The amendment introduces a specific definition of “equity instruments”, covering equity shares, convertible debentures and preference shares issued by an Indian company. This change broadens the scope of the framework beyond equity shares and provides for the inclusion of additional categories of securities.
Revised Applicability for Companies in International Financial Services Centres
The amendment also modifies Rule 3 concerning the applicability of the listing framework to companies operating within the jurisdiction of International Financial Services Centres (IFSCs). A new clause expressly covers unlisted public companies in IFSC jurisdictions, insofar as they comply with the International Financial Services Centres Authority Act, 2019, and the regulations framed thereunder. Corresponding changes have also been introduced in the existing applicability provisions.
Companies with Negative Net Worth Permitted to List Subject to 75% QIB Allocation
In a significant relaxation of eligibility requirements, the Government has amended Rule 5(d) to permit companies having negative net worth to issue their equity instruments for listing, subject to specified conditions. Such companies shall be eligible where the issuer undertakes to allot at least 75% of the net offer to Qualified Institutional Buyers (QIBs) in accordance with the regulations framed by the respective securities market regulator in the permissible jurisdiction. This amendment creates a conditional listing opportunity for companies that would otherwise face restrictions due to negative net worth.
Changes in Eligibility Restrictions and Treatment of Defaults
The Government has further amended Rule 5(e) by substituting the expression “two years” with “more than six months” in the relevant proviso, thereby revising the prescribed period under the eligibility provisions. Additionally, Rule 5(g) has been amended to include the words “and such default has not been made good” after the expression “specified period”. This change expressly recognises whether a specified default has subsequently been remedied while applying the relevant restriction.
Revised Form LEAP-1 Introduced for Prospectus Filing
The amendment substitutes Form LEAP-1 in the Second Schedule to align prospectus filing requirements with the expanded framework for equity instruments. The revised form requires companies to furnish corporate identification details, the date of approval granted by the securities regulator or stock exchange, the date of submission of the prospectus and information regarding pending inspections, investigations or inquiries under the Companies Act, 2013. It also provides for supporting documents, declarations by authorised company officials and certification by a practising Chartered Accountant, Cost Accountant or Company Secretary.
Regulatory Significance and Expected Impact
The amendments represent an important development in the regulatory framework governing the listing of equity instruments by Indian companies in permissible jurisdictions. By expanding the coverage of eligible instruments, providing conditional access to companies with negative net worth, modifying eligibility restrictions and revising disclosure requirements, the changes are expected to offer greater flexibility to eligible issuers while maintaining regulatory safeguards and compliance requirements.
The Notification can be accessed at: https://a2ztaxcorp.net/wp-content/uploads/2026/11/The-Companies-Listing-of-Equity-Instruments-in-Permissible-Jurisdictions-Amendment-Rules-2026.pdf
