Companies (Listing of equity instruments in permissible jurisdictions) Amendment Rules, 2026
Summary: The Ministry of Corporate Affairs (MCA), through Notification G.S.R. 968(E) dated 3 November 2026, has notified the Companies (Listing of equity instruments in permissible jurisdictions) Amendment Rules, 2026, under Section 23(3) read with Section 469 of the Companies Act, 2013. The amendments broaden the scope of the Companies (Listing of equity shares in permissible jurisdictions) Rules, 2024 by replacing references to equity shares with equity instruments and introducing a definition covering equity shares, convertible debentures and preference shares issued by Indian companies. The revised framework also expressly covers unlisted public companies in International Financial Services Centres (IFSC) jurisdictions, subject to the IFSC Authority Act, 2019 and applicable regulations. Companies with negative net worth may now qualify to issue equity instruments for listing if they undertake to allot at least 75% of the net offer to qualified institutional buyers in accordance with the relevant securities market regulator’s regulations. Other amendments modify the disqualification relating to the period specified in rule 5(e), clarify that defaults under rule 5(g) must remain unremedied, and replace references to existing shareholders with existing holders. The notification also substitutes Form LEAP-1 in the Second Schedule. The amendments take effect upon publication in the Official Gazette.
MINISTRY OF CORPORATE AFFAIRS
NOTIFICATION
New Delhi, the 3rd November, 2026
G.S.R. 968(E).— In exercise of the powers conferred by sub-section (3) of section 23 read with section 469 of the Companies Act, 2013 (18 of 2013), the Central Government hereby makes the following rules further to amend the Companies (Listing of equity shares in permissible jurisdictions) Rules, 2024, namely: ̶
1. (1) These rules may be called the Companies (Listing of equity instruments in permissible jurisdictions) Amendment Rules, 2026.
(2) They shall come into force on the date of their publication in the Official Gazette.
2. Throughout the Companies (Listing of equity shares in permissible jurisdictions) Rules, 2024 (hereinafter referred to as the principal rules), for the word “shares”, wherever it occurs, the word “instruments’ shall be substituted.
3. In the principal rules, in sub-rule (1) of rule 2, after clause (b), the following clause shall be inserted, namely: –
’(ba) “equity instruments” means equity shares, convertible debentures, preference shares issued by an Indian Company;’
4. In the principal rules, in rule 3,-
i. in clause (a), after the word, “companies”, the words, “other than public companies in the International Financial Services Centres jurisdiction”, shall be inserted;
ii. after clause (b), the following clause shall be inserted, namely:–
“(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.”.
5. In the principal rules, in rule 4, for the words “existing shareholders” occurring at both the places, the words “existing holders” shall be substituted.
6. In the principal rules, in rule 5,
(i) in clause (d), after the words “has a negative net worth” the following proviso, shall be inserted, namely: –
“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.”.
(ii) in clause (e), in the proviso, for the words “two years”, the words, “more than six months” shall be substituted;
(iii) in clause (g), after the words “specified period”, the words “and such default has not been made good” shall be inserted;
7. In the principal rules, in the Second Schedule, for Form LEAP – 1, the following form shall be substituted, namely: ̶
[F. No. 5/1/2021-CL-I-Part(1)]
BALAMURUGAN D., Jt. Secy.
Note:—The principal rules were published in the Gazette of India, Extraordinary, Part II, Section 3, Sub-section (i) vide notification number G.S.R. 61(E), dated the 24th January, 2024 and lastly amended vide notification G.S.R. 443(E), dated the 3rd July, 2025.
