Companies Listing Rules Amendment 2025 – MCA Streamlines Form LEAP‑1

 

📌 Introduction

The Ministry of Corporate Affairs (MCA) has recently notified the Companies (Listing of Equity Shares in Permissible Jurisdictions) Amendment Rules, 2025, effective from 3 July 2025. These rules amend the original 2024 regulations, focusing primarily on streamlining the submission process for Form LEAP‑1. Designed to assist Indian public companies aiming to list on the India International Exchange and NSE International Exchange (within GIFT IFSC), the amendment reflects India’s ongoing efforts to provide a simpler, transparent, and investor-friendly path for cross-border capital raising businesstoday.in.

🛠️ What’s New in the 2025 Amendment?

1. Revised Form LEAP‑1

• Form substitution: The Second Schedule under the 2024 rules now includes a redesigned Form LEAP‑1 for prospectus submission .

• Structured format: Enhanced fields to include CIN, registered office, purpose of application, regulator/exchange approvals, and disclosures on pending company inspections or inquiries .

• Attachments required:

  • Regulator or exchange approval copy

  • Prospectus acknowledgment and full copy

  • Any additional relevant documents .

2. Digital Signature & Certification

• Authorized signatures: Must be signed digitally by a Director, CEO, CFO, or Company Secretary.

• Certification requirement: A practicing CA/CS/Cost Accountant must verify authenticity against original records .

🌐 Context & Rationale

Aspect	Details
Legislative Basis	Rules under Section 23(3) and Section 469, Companies Act 2013; first notified Jan 24, 2024
Objective	Facilitate easier listing of equity in GIFT IFSC via India INX and NSE International
Target Entities	Both listed and unlisted public Indian companies meeting eligibility criteria

✅ Who Can List? Eligibility & Exclusions

🔓 Eligible Entities

• Unlisted public companies with clean financial standing and no partly paid-up shares.

• Listed public companies in compliance with SEBI/IFSCA norms .

🚫 Disqualified Entities

Companies are barred from listing abroad if they:

• Are Section 8 companies (non-profit) or Nidhi companies.

• Have outstanding public deposits.

• Carry negative net worth.

• Have defaulted on dues to banks or creditors (unless resolved + 2 years).

• Have insolvency/winding-up proceedings initiated.

• Have defaulted on annual return/financial statement filings 

🏦 Mode of Listing & Compliance

1. Route to Listing:

   • Fresh issue: New equity issued by unlisted public companies.

   • Offer for sale: Existing shareholders sell shares 

2. Pricing Norms:

   • Listed companies: Issue price ≥ domestic issue price.

   • Unlisted: Determined via book-building; price ≥ fair market value .

3. Dematerialisation & Pari-passu Status:

   • Shares must be demat and rank pari-passu with domestic listed shares randomdimes.com.

4. Accounting Standards & Reporting:

   • Must follow Indian Accounting Standards post-listing 

🔍 Benefits & Practical Tips

• Global exposure & liquidity: Enables access to global funds, enhancing valuation and liquidity.

• Cost-efficient process: Direct listing at IFSC reduces reliance on ADR/GDR intermediaries 

• Heightened investor confidence: Clear eligibility criteria ensure strong corporate governance and compliance.

• Simplified compliance: A redesigned LEAP‑1 improves ease and transparency.

Tips:

1. Conduct eligibility checks early.

2. Engage SEBI/IFSCA and stock exchange advisors.

3. Align prospectus drafts with Form LEAP‑1 structures.

4. Arrange professional certification ahead of submission.

5. Integrate post-listing financial reporting systems.

🔚 Conclusion

The MCA’s 2025 amendment marks a significant milestone in India’s cross-border capital market integration. With a simplified submission form and structured requirements, this move enhances ease for Indian public companies to raise overseas capital. As global investor interest in Indian businesses grows, this regulatory reform positions India’s IFSC as a competitive gateway for international listings—benefiting the economy and promoting corporate transparency.

❓ FAQs

Q1. What is Form LEAP‑1?
A: It’s the prospectus submission form for listing equity abroad under the Permissible Jurisdictions Rules.

Q2. Who must file LEAP‑1?
A: Both unlisted and listed public companies listing on GIFT IFSC exchanges must file within 7 days of finalizing the prospectus 

Q3. What is the exclusion list?
A: Includes Section 8/Nidhi companies, those with defaulted payments, negative net worth, active insolvency proceedings, or missing annual filings .

Q4. Can the same shares be listed on NSE/BSE & IFSC?
A: Yes, issues must be demat, pari-passu, and comply with both domestic and IFSC regulations .

Q5. What’s next for companies?
A: Engage advisors, finalize compliant documentation, get mandatory certifications, and file promptly under amended rules.