MCA widens direct overseas listing: convertible debentures, preference shares and loss-making companies now eligible
G.S.R. 968(E) of 3 November 2026 amends the overseas listing rules: 'equity instruments' replaces 'equity shares' and negative net worth firms can list with a QIB-heavy offer.
The Ministry of Corporate Affairs notified the Companies (Listing of Equity Instruments in Permissible Jurisdictions) Amendment Rules, 2026, by G.S.R. 968(E) on 3 November 2026, effective the same day. Unlisted public companies can now list convertible debentures and preference shares abroad, not just equity shares, and companies with negative net worth become eligible if at least 75% of the net offer goes to qualified institutional buyers.
| What changed | Before | After 3 November 2026 |
|---|---|---|
| Securities that can be listed | Equity shares | Equity instruments: equity shares, convertible debentures and preference shares |
| Negative net worth companies | Not eligible | Eligible if at least 75% of the net offer goes to QIBs |
| Rule 5(e) proviso period | Two years | More than six months |
| Rule 4 wording | Existing shareholders | Existing holders |
| Form | Old LEAP-1 | New LEAP-1 with CIN, approvals and inspection disclosures |
The rules still apply only to unlisted public companies. Section 8 companies, Nidhis, companies limited by guarantee with share capital, companies with outstanding public deposits and companies facing winding-up or insolvency proceedings remain excluded, according to the explainer cited below. FEMA requirements and stock-exchange rules are unchanged.
- 24 January 2024Rules first notified
G.S.R. 61(E) set up direct listing in permissible jurisdictions.
- 3 July 2025First amendment
G.S.R. 443(E) amended the rules.
- 3 November 2026Second amendment
G.S.R. 968(E) widens eligible instruments and companies.
Related services
Sources
- CAclubindia, 5 November 2026: MCA notifies overseas listing amendment rules
- CalcGuru explainer, 7 November 2026: G.S.R. 968(E)
Reported by the Refogo News Desk from the official sources above. General information, not legal or tax advice. Spotted an error? Email support@refogo.com; see our corrections policy.
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