Rules 1 explained: this guide covers what it means, who it applies to, the step-by-step process, documents required, fees, due dates and penalties in India — so you can stay compliant with confidence and avoid costly mistakes.
The 2024 Listing Rules let an Indian public company issue equity shares for listing on a permitted stock exchange in a permissible jurisdiction. This article covers rules 1 to 5 and the Schedule: the title and definitions, which companies the rules cover, the conditions for an unlisted public company, the seven-day LEAP-1 filing, the Ind AS requirement after listing and the companies that are not eligible. It states them as amended up to G.S.R. 443(E) dated 3 July 2025 (which substitutes Form LEAP-1 only) per the MCA e-book and that notification; later amendments should be checked. For advice on a listing route, see our legal consultation service.
The rules apply to unlisted public companies and, to the extent consistent with SEBI or IFSC Authority requirements, listed public companies, that issue securities for listing on permitted stock exchanges in permissible jurisdictions. The permissible jurisdiction in the First Schedule is an International Financial Services Centre in India, with India International Exchange and NSE International Exchange as the permitted exchanges. An unlisted public company with no partly paid-up shares that is not ineligible under rule 5 may issue equity shares for listing, files its prospectus in Form LEAP-1 within seven days and then follows Ind AS. See section 23 for the Act.
Rules 1 and 2: title, commencement and definitions
Rule 1: the rules were notified as G.S.R. 61(E) on 24 January 2024 under section 23(3) read with section 469, and came into force on the date of publication in the Official Gazette. Rule 2 defines:
| Clause | Term | Meaning as printed |
|---|---|---|
| (a) | Act | The Companies Act, 2013. |
| (b) | Authority | The International Financial Services Centres Authority established under section 4 of the International Financial Services Centres Authority Act, 2019. |
| (c) | Fees | Fees under the Companies (Registration Offices and Fees) Rules, 2014. |
| (d) | Permissible jurisdiction | A jurisdiction specified in the First Schedule. |
| (e) | Schedule | The Schedule annexed to the rules. |
| (f) | Scheme | The Direct Listing of Equity Shares of Companies Incorporated in India on International Exchanges Scheme made by the Central Government in the Ministry of Finance. |
Sub-rule (2) says words not defined that are defined in the Act, the Specification of Definitions Details Rules, 2014 or the Scheme carry those meanings. The wider framework is in our post on direct listing on international exchanges under FEM (Non-debt Instruments) Rules, 2019.
Rule 3: who the rules apply to
The rules apply to:
- (a) unlisted public companies; and
- (b) listed public companies, so far as they are in accordance with regulations framed or directions issued in this regard by the Securities and Exchange Board or the Authority,
which issue their securities for the purposes of listing on permitted stock exchanges in permissible jurisdictions. Private companies are not within rule 3. Our article on rules 2A, 3 and 4 of the Specification of Definitions Details Rules deals with how a public company listed only in a permissible foreign jurisdiction is treated for the "listed company" definition.
The Schedule
The First Schedule (see rule 2(1)(d) and (e)) pairs the permissible jurisdiction with the permitted stock exchanges:
| Permissible jurisdiction | Permitted stock exchange |
|---|---|
| International Financial Services Centre in India | India International Exchange; NSE International Exchange |
The Second Schedule is Form LEAP-1, substituted by G.S.R. 443(E) of 3 July 2025; see below.
Rule 4: listing and the LEAP-1 filing
| Sub-rule | Rule |
|---|---|
| (1) | An unlisted public company that does not fall under rule 5 and has no partly paid-up shares may issue equity shares for the purposes of listing on a stock exchange in a permissible jurisdiction. The Explanation says "issue" includes an offer for sale by existing shareholders for that listing. |
| (2) | The company, or its existing shareholders, also comply with the requirements of the Scheme. |
| (3) | If the company also intends to list on a recognised stock exchange as defined in section 2(f) of the Securities Contracts (Regulation) Act, 1956, it also meets conditions the Securities and Exchange Board of India specifies. The 1956 Act is quoted as printed; check the current law. |
| (4) | The company files the prospectus in e-Form LEAP-1 (Second Schedule), with fees, within seven days after it has been finalised and filed in the permitted exchange. |
| (5) | After listing on any stock exchange in a permissible jurisdiction, the company complies with Indian Accounting Standards as specified in the Annexure to the Companies (Indian Accounting Standards) Rules, 2015, in addition to any other accounting standard required for statements filed before the securities regulator or exchange concerned. |
The seven days run from the time the prospectus is finalised and filed in the permitted exchange. The rule gives no further guidance on the count, so the company should keep the dates of finalisation and of filing in the permitted exchange on file. For the fee, see our article on filing fees.
The substituted Form LEAP-1
G.S.R. 443(E) substitutes Form LEAP-1, headed "Form for submission of Prospectus with the Registrar", pursuant to section 23(3) and rule 4. In outline, the new form asks for:
- the CIN, name, registered office address and e-mail address of the company;
- the purpose (filing of prospectus), with the date of approval by the securities regulator or stock exchange and the date of submission of the prospectus to it;
- whether an inspection, an investigation or an inquiry has been ordered against the company under the Companies Act, 2013 (a yes or no answer for each);
- attachments: a copy of the approval of the securities regulator or stock exchange, a copy of the acknowledgement of filing of the prospectus, a copy of the prospectus, and optional attachments;
- a declaration that the information is correct and complete as far as the signatory knows and believes, that the signatory is authorised by a Board resolution (with its date), and that the company has complied with all the provisions of the rules, digitally signed by a director, manager, company secretary, CEO or CFO; and
- a certificate by a practising professional (a chartered accountant, cost accountant or company secretary in whole-time practice).
This is a summary of the headings only; the form itself should be read in the notification.
Rule 5: companies that are not eligible
A company is not eligible to issue its equity shares for listing under these rules if it:
| Clause | Ground |
|---|---|
| (a) | Is registered under section 8, or declared a Nidhi under section 406. |
| (b) | Is a company limited by guarantee and also having share capital. |
| (c) | Has outstanding deposits accepted from the public under Chapter V of the Act and its rules. |
| (d) | Has a negative net worth (net worth as in section 2(57)). |
| (e) | Has defaulted in payment of dues to a bank, public financial institution, non-convertible debenture holder or other secured creditor; this does not apply if the default was made good and two years have lapsed since. |
| (f) | Has made any application for winding-up under the Act or for resolution or winding-up under the Insolvency and Bankruptcy Code, 2016, and any such proceeding is pending. |
| (g) | Has defaulted in filing an annual return under section 92 or financial statement under section 137 within the specified period. |
Clause (f) is printed as an application for winding-up or resolution "and in case any proceedings... is pending"; read it as printed. The Code is quoted as printed; check the current law.
Example
Meridian Components Limited, an unlisted public company with no partly paid-up shares, no outstanding public deposits, positive net worth and annual returns and financial statements filed on time, plans to list on an exchange in an International Financial Services Centre in India. None of the rule 5 grounds applies. It complies with the Scheme, finalises its prospectus and files it with the permitted exchange, and files Form LEAP-1 with the Registrar within seven days after that. After listing, it prepares its financial statements under Ind AS.
Need help with a listing route?
Eligibility under rule 5, the Scheme, the exchange filing and the LEAP-1 papers all have to line up. For advice on the route and the documents, see our legal consultation service.
Key takeaways
- The rules cover unlisted public companies and, within SEBI or IFSC Authority requirements, listed public companies.
- The First Schedule names an IFSC in India as the permissible jurisdiction, with India International Exchange and NSE International Exchange as permitted exchanges.
- An unlisted public company with no partly paid-up shares and no rule 5 ground may issue equity shares for listing, including an offer for sale.
- Form LEAP-1 goes to the Registrar within seven days after the prospectus is finalised and filed in the permitted exchange.
- After listing, Ind AS applies in addition to any other standard required.
Read next
- Rules 5 to 9 of the GDR Rules: voting, proceeds and exemptions
- Rules 1 to 4 of the GDR Rules: eligibility and conditions
- Rules 2A, 3 and 4: unlisted public companies, related party and relatives
- Direct listing on international exchanges: rule 34 and Schedule XI of the FEM (Non-debt Instruments) Rules, 2019
Disclaimer: Based on the Companies Act, 2013 rules named above as consolidated in the MCA e-book (consulted on 3 October 2026), with the later notifications the article names. Later amendments, fees, forms and the Companies Act, 2013 provisions referred to should be checked. This article is general information, not legal advice; check the official text before acting.