IFSCA Proposes Framework for Direct Overseas Listing on GIFT City Exchanges Without IPO

What was decided

The International Financial Services Centres Authority (IFSCA) has proposed allowing companies to directly list their equity shares on stock exchanges in GIFT City without making a public offer, subject to eligibility thresholds, disclosure requirements, and price discovery mechanisms, according to a consultation paper. Business Standard reported the proposal on 14 July 2026.

This is a proposal open for public comment, not a final rule. It builds on an existing legal hook: Regulation 40 of the IFSCA (Listing) Regulations, 2024 already allows listing without a public offer, but the regulator has not previously issued detailed operating rules on how that route should work in practice.

Who is eligible

Under the draft framework, issuers not already listed in India or overseas can qualify for direct listing if they meet at least one of three financial thresholds: a minimum operating revenue of $20 million, a pre-tax profit of $1 million, or a post-listing market capitalisation of $50 million. The paper's comparative review of global markets found it proposes that companies seeking direct listing without a public offer should generally meet the same revenue and profit thresholds already applicable to public-offer listings, while requiring a higher $50 million market-cap bar for the no-offer route.

The consultation paper also permits companies with superior voting rights (SR) shares to list without an IPO, provided the SR structure has shareholder approval and the shares have been held for at least three months prior to filing.

Process and disclosure requirements

• In-principle clearance: IFSCA has proposed a streamlined approval process requiring companies to seek in-principle clearance from a recognised stock exchange within 15 days.
• Information document: The issuer must then file an information document, vetted by a registered investment banker, containing risk factors, capital structure, financial statements, litigation history, related-party transactions and management information.
• Public float: To ensure adequate float, Indian-incorporated issuers must comply with domestic minimum public shareholding norms, while foreign issuers may also be required to maintain at least 10% public shareholding post-listing.

Pricing without a book-building process

Because there is no underwriting or book-building in a direct listing, the regulator flagged that determining a listing price without a public offer may have certain challenges. To address this:

• The reference or base price is to be set using a valuation report from an independent, registered valuer, issued within three months of listing.
• Exchanges would conduct a special pre-open price-discovery session on the first day of listing — described as akin to a call-auction mechanism — to find the equilibrium market price from buy and sell orders.
• Companies may appoint market makers to support post-listing liquidity.

Context and precedent cited

The consultation paper draws on international precedent. Globally, direct listings without a public offer are already permitted on major exchanges such as the NYSE and Nasdaq in the US, the London Stock Exchange, and the Tokyo Stock Exchange, each with defined thresholds around profitability, revenue, market capitalisation, and shareholder base. It specifically cites companies such as Spotify, Slack Technologies, Palantir Technologies, Coinbase Global and Roblox Corporation, which used direct listings without a public offer abroad.

The move comes against the backdrop of GIFT City's own IPO track record: earlier in 2026, edtech firm XED withdrew its planned $12 million IPO on GIFT City exchanges due to several challenges, while staffing and technology firm Tryfacta Inc was separately reported to be in the IPO process at GIFT City, seeking to raise roughly $100–150 million through a mix of fresh issuance and offer for sale.

Practical effect

If finalised as proposed, the framework would give companies — Indian or foreign, listed nowhere else — a route to trade shares on GIFT City's dollar-denominated exchanges without raising fresh capital or running a traditional book-built offer. Legal commentary describes this as a potential middle path for firms “especially those eyeing global investors but not yet ready for a full IPO”. It would sit alongside, not replace, the existing IPO route at India INX and NSE IFSC, and would also apply to unlisted companies seeking visibility, governance credibility and liquidity for existing shareholders rather than fresh funds.

The proposal is at the consultation stage as of 14 July 2026; final regulations, timelines for implementation, and any changes to the draft thresholds following public comments have not yet been announced.