IFSCA Issues Draft Norms for Direct Equity Listings on GIFT City Exchanges

The International Financial Services Centres Authority (IFSCA) has proposed a framework that would allow eligible companies to directly list their equity shares on stock exchanges in GIFT City without launching a public offer, as per a Business Standard report.  

The proposal has been issued through a consultation paper and is for implementing provisions under the IFSCA Listing Regulations, 2024, which permit direct listings on recognised exchanges in the international financial services centre. 

Financial Eligibility Criteria Defined 

Under the draft framework, only companies that are not listed on stock exchanges in India or overseas will be eligible.  

To qualify, an issuer must satisfy at least one of 3 conditions: operating revenue of at least $20 million, pre-tax profit of $1 million, or an expected post-listing market capitalisation of at least $50 million. 

The consultation paper noted that some companies financed by founders or institutional investors may not require fresh capital but may seek a stock exchange listing to provide liquidity for existing shareholders, facilitate price discovery and strengthen governance standards. 

Disclosure Norms and Approval Timeline 

The proposal requires companies to obtain in-principle approval from a recognised stock exchange within 15 days. An information document, reviewed by a registered investment banker, must then be filed before the listing. 

The document will include details on business operations, risk factors, shareholding pattern, financial statements, litigation, related-party transactions, and management.  

Issuers must submit at least three years of financial statements, prepared under IFRS, US GAAP, Ind AS or another recognised accounting framework. The statements should not be older than six months, with reconciliation required where applicable. 

Pricing Mechanism and Shareholding Rules 

The draft norms require an independent valuation report issued within three months before listing. A special pre-open trading session will be conducted on the first day of trading to determine the opening price. Companies may appoint market makers to support liquidity after listing. 

Indian-incorporated companies will have to comply with domestic minimum public shareholding requirements, while foreign issuers must maintain at least 10% public shareholding after listing.  

The proposal also permits companies with superior voting rights (SR) shares to undertake direct listings, provided the structure has shareholder approval, and the shares have been held for at least three months before filing. 

Read More: GQG Partners Trims Adani Group Exposure by Over ₹12,000 Crore in June 2026 Quarter! 

Conclusion 

The consultation paper lays down financial thresholds, disclosure standards and listing procedures for direct listings on GIFT City exchanges under the IFSCA Listing Regulations, 2024. 

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Disclaimer: This blog has been written exclusively for educational purposes. The securities mentioned are only examples and not recommendations. This does not constitute a personal recommendation/investment advice. It does not aim to influence any individual or entity to make investment decisions. Recipients should conduct their own research and assessments to form an independent opinion about investment decisions.   
 
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