IFSCA Enables Direct Listing in IFSC

The International Financial Services Centres Authority (IFSCA) has introduced a direct listing regime under the IFSCA (Listing) Regulations, 2024, enabling companies to list on IFSC exchanges in GIFT City without necessarily following the traditional underwritten IPO route. This gives issuers greater flexibility in capital raising.

Under the new listing framework, public Indian companies (listed or unlisted) from India and specified foreign jurisdictions may directly list equity shares, depository receipts, debt instruments, or hybrid securities on IFSC exchanges — bypassing a conventional mandatory public issue. This opens alternate routes for capital access and cross-border investor participation.

To be eligible, a company must meet any one of the following: operating revenue of at least USD 20 million in the preceding year, or an average pre-tax profit threshold over the past three years, or post-listing market capitalization of at least USD 25 million. These thresholds are intended to balance accessibility with market discipline.

For Special Purpose Acquisition Companies (SPACs), the regulations require a minimum issue size of USD 50 million, and sponsors must hold between 15–20 % of post-issue paid-up capital. SPACs are thus allowed under controlled conditions within the IFSC listing regime.

Other features include a 21-day observation period for draft offer documents reviewed by IFSCA, fast-track processing for follow-on public offers (FPOs) under certain conditions, and permitting listing of multiple instrument types beyond equity (e.g. debt, commercial papers, depository receipts).

With the regulatory architecture in place, several issuers are preparing draft prospectuses for IFSC exchanges (India INX and NSE International Exchange). The direct listing avenue revitalizes the IFSC IPO ecosystem, enabling issuers to reduce dependence on underwriters while maintaining access to global capital and regulatory confidence.