IPO Listing in GIFT City IFSC – Process, Eligibility, Benefits

Last Updated on: 3rd November 2025, 06:43 pm

Why GIFT City is Emerging as India’s Global IPO Hub

A New Era for Indian Capital Markets

GIFT City (Gujarat International Finance Tec-City) is India’s first International Financial Services Centre (IFSC) a special economic zone designed to rival global hubs like Singapore and Dubai.
It serves as the gateway for Indian and international companies to access global capital without leaving Indian jurisdiction.

• Regulated by: International Financial Services Centres Authority (IFSCA)   a unified body supervising all financial, banking, and capital market activities.
• Stock Exchanges: India International Exchange (India INX) and NSE International Exchange (NSE IX) operate nearly 22 hours a day, syncing with international time zones.
• Currency of Listing: IPOs and trades are conducted in any of the specified freely convertible foreign currencies such as USD, EUR, GBP, etc.
• Tax Edge: Transactions in GIFT IFSC enjoy zero securities transaction tax (STT), no stamp duty, and capital gains exemptions for non-resident investors.

Key Snapshot of GIFT City (2025):

Indicator	Data Point
Number of International Banks	25+
Total Registered Entities	900+
Global Exchanges	NSE IX, India INX
Trading Hours	22 hours/day
Regulatory Body	IFSCA
Primary Currency	USD

XED Limited: Proposed Equity IPO in GIFT City (2025)

XED Limited is currently undertaking the necessary filing and regulatory processes for its proposed Initial Public Offering (IPO) in GIFT City in 2025. This landmark effort signals India’s capability to host global-standard IPOs within its own borders.

Potential Impact of the Proposed IPO:

The proposed listing event, upon successful completion, is anticipated to:

• Open Access: Facilitate access for Indian startups and global firms to raise USD-denominated capital.
• Validate Ecosystem: Serve to validate GIFT City’s ecosystem as a robust platform for cross-border fund-raising activities.
• Attract Investment: Draw interest from foreign investors and Non-Resident Indians (NRIs), enabling them to directly invest in the offering.

Why GIFT City Attracts Global IPOs

1. Unified Regulatory Framework: IFSCA provides a single-window clearance   unlike the multi-agency approval process under SEBI, RBI, and FEMA.
2. Tax-Neutral Ecosystem: Designed for offshore-equivalent taxation with incentives for non-residents.
3. Global Market Access: Allows companies to tap into global liquidity pools while staying domiciled in India.
4. Advanced Market Infrastructure: India INX uses cutting-edge T7 architecture, ensuring sub-100 microsecond trade speeds.
5. Extended Market Hours: Enables investors across Asia, Europe, and the US to trade seamlessly.
   

Understanding IPOs in GIFT City IFSC

A Global-Ready Listing Framework

An IPO in GIFT City allows Indian and foreign companies to raise capital in foreign currency through internationally recognized exchanges the NSE International Exchange (NSE IX) and the India International Exchange (India INX).
These exchanges operate within the International Financial Services Centre (IFSC) at GIFT City under a unified regulatory regime governed by the International Financial Services Centres Authority (IFSCA).

Key Structural Features of IPO Listing in GIFT City

Feature	Details
Regulator	IFSCA   single-window regulator for banking, capital markets, fund, etc. in GIFT IFSC.
Exchanges	NSE IX and India INX, operating 22 hours/day to align with global trading cycles.
Trading Currency	IPOs and trades are denominated in USD, Euro, GBP, etc. enabling cross-border participation.
Market Hours	22-hour trading window provides overlap with Asian, European, and U.S. markets for enhanced liquidity.
Tax Regime	Zero STT, no stamp duty, and capital gains tax exemptions for non-residents.
Investor Access	– NRIs and Foreign Investors: Direct participation permitted.- Indian Residents: Can invest via the Liberalised Remittance Scheme (LRS) (limit: USD 250,000 per FY).  However, it is important to note that Indian investors can only invest in IPOs of foreign companies.

Why It Matters

• IFSCA’s unified governance simplifies compliance by consolidating SEBI, RBI, and FEMA provisions.
• Foreign currency listings make Indian equities globally accessible and competitive with markets like Singapore or London.
• The tax-neutral ecosystem enhances post-listing returns for international investors.
• Over 900+ registered entities and 25+ international banks operate in GIFT City, underscoring growing global investor trust.
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Eligibility Criteria for IPO Listing in GIFT City

Before launching an IPO in GIFT City, companies must satisfy eligibility conditions under the IFSCA (Issuance and Listing of Securities) Regulations and exchange-specific norms of India INX and NSE IX. These ensure that only financially sound, compliant, and credible entities access GIFT City’s global capital market ecosystem.

1. Eligible Entities

• Indian Companies: Must be unlisted public limited companies incorporated under the Companies Act, 2013.
• Foreign Companies: May list equity shares or depository receipts directly on India INX or NSE IX.
• Exclusions: LLPs and private companies are not eligible for direct IPO listings.

2. Regulatory Compliance

• Full compliance with:
  • Companies Act, 2013
  • Foreign Exchange Management Act (FEMA), 1999
  • IFSCA Listing Regulations and Disclosure Standards for issuers.
• Issuers must appoint a merchant banker registered with IFSCA for due diligence and offer document vetting.

3. Financial Criteria

Parameter	Requirement
Operating Revenue	Minimum USD 20 million in the preceding financial year
Profitability Option	Average USD 1 million pre-tax profit over the last 3 financial years
Market Capitalization	Post issue market capitalisation of USD 25 million

These thresholds align GIFT City listings with global IPO norms and ensure issuer credibility.

4. Minimum Issue and Public Offer Size

Metric	Minimum Requirement
Public Float	Minimum 10% of post-issue capital for foreign issuers
Indian Issuers	Must comply with domestic public offer norms as per SEBI’s standards

5. Promoter Lock-in

• Promoters’ shareholding is typically subject to a lock-in period of 6 months post-listing.
• IFSCA allows flexibility in lock-in duration for strategic investors, subject to disclosure.

6. Why These Norms Matter

• Designed to safeguard investors and promote transparency in international capital raising.
• Align with OECD standards for disclosure and governance.
• Reinforce GIFT City’s reputation as a trusted offshore listing jurisdiction within India.

Documents Required for IPO Listing in GIFT City

The IPO listing process in GIFT City IFSC involves comprehensive documentation, ensuring compliance with IFSCA regulations, Companies Act, 2013, and FEMA. Each document supports transparency, due diligence, and investor protection before shares are listed on India INX or NSE IX.

1. Core Regulatory Filings

Document	Purpose / Description
Draft Red Herring Prospectus (DRHP)	Primary disclosure document filed with IFSCA and the exchange. It details financials, business model, risk factors, and objectives of the issue.
Due Diligence Certificate	Issued by the Lead Manager (Merchant Banker) confirming verification of disclosures in the DRHP.
Final Offer Document (Prospectus)	Filed after IFSCA review and public comments, within one year of receiving IFSCA observations.
Application for In-Principle Approval	Submitted to NSE IX or India INX to obtain preliminary approval for listing.
IFSCA Observation Letter	Contains regulatory comments or modifications required before final submission.

2. Corporate & Statutory Documents

• Certificate of Incorporation and Memorandum & Articles of Association (MoA/AoA).
• Board Resolution approving the IPO and appointment of intermediaries.
• Audited Financial Statements for the last three years (as per IFRS or Ind-AS).
• Legal Due Diligence Report covering ownership, litigations, and compliance.
• FEMA Compliance Certificate for Indian issuers with foreign investors.

3. Intermediary & Compliance Documents

Intermediary	Document	Issued By
Lead Manager	Due Diligence & Compliance Certificates	Merchant Banker
Registrar to Issue	Confirmation of Share Allotment Procedures	RTA
Legal Counsel	Legal Due Diligence Report	Independent Law Firm
Statutory Auditor	Audit Report & Comfort Letter	Chartered Accountant
Depository	ISIN Confirmation for Listed Shares	NSDL / CDSL (IFSC Units)

4. Post-Approval Documentation

• Listing Agreement with the exchange.
• Allotment & Credit Confirmation from depositories.
• Public Advertisement of listing and trading commencement.
• Post-Issue Monitoring Report submitted by the lead manager to IFSCA.

Step-by-Step Process for IPO Listing in GIFT City

Launching an IPO in GIFT City IFSC involves a globally benchmarked process regulated by the International Financial Services Centres Authority (IFSCA) and executed on the India International Exchange (India INX) or NSE International Exchange (NSE IX).
The following stages summarize the complete process of IPO listing in GIFT City, based on the current IFSCA framework.

How to List an IPO in GIFT City?

1. Appoint Lead Manager(s)

• The issuer begins by appointing at least one Merchant Banker registered with IFSCA.
• The Lead Manager acts as the primary coordinator, responsible for:
  • Conducting due diligence on company financials and governance.
  • Drafting and filing the Draft Red Herring Prospectus (DRHP).
  • Liaising with IFSCA and exchange officials for approvals.

2. Due Diligence & DRHP Preparation

• A Draft Red Herring Prospectus (DRHP) is prepared containing:
  • Business overview, management details, risk factors, financial statements, and use of proceeds.
  • Certifications from auditors, legal advisors, and the Lead Manager.
• The Lead Manager files the DRHP along with a Due Diligence Certificate confirming the authenticity of disclosures.

3. In-Principle Approval from Exchange

• The issuer applies to India INX or NSE IX for preliminary clearance.
• The exchange verifies the issuer’s compliance with IFSCA and exchange-specific listing regulations.
• Once accepted, the company receives an “In-Principle Approval” to proceed with the IPO process.

4. Public Comment Period

• The DRHP is made available on the exchange and IFSCA websites for a minimum of 14 days.
• This step ensures market transparency, allowing investors and stakeholders to provide feedback or highlight concerns.

5. IFSCA Review & Observations

• IFSCA conducts an independent regulatory review of the DRHP.
• It may issue comments, clarifications, or suggested modifications within 30 working days of receipt.
• The issuer and Lead Manager must address these observations before proceeding.

6. Filing of Final Offer Document

• Once IFSCA observations are resolved, the issuer files the Final Offer Document (Prospectus).
• This must be done within one year from the date of receiving IFSCA observations.
• The final document reflects approved disclosures, offer size, and issue price.

7. Listing & Commencement of Trading

• Post-approval, the company’s shares are listed and traded on the IFSC exchange.
• All trading occurs in foreign currencies (USD, EUR, GBP).
• Both foreign investors and NRIs can trade directly, while Indian residents can invest via Liberalised Remittance Scheme (LRS). However, as mentioned earlier, Indian investors can invest only in Foreign Companies listed on IFSC stock exchanges. 

8. Timeline Overview

Stage	Approx. Duration	Key Outcome
Appointment & Due Diligence	2–4 weeks	Engagement of lead manager & DRHP preparation
IFSCA Review & Public Comments	4–6 weeks	Regulatory observations & feedback
Final Offer Filing & Listing	4–8 weeks	Approval and market listing
Total Duration	3 – 5 months	Full IPO completion

9. Post-Listing Compliance

• Issuers must adhere to ongoing disclosure obligations, including:
  • Quarterly financial results.
  • Corporate governance filings.
  • Price-sensitive information disclosures.
    
• Periodic audits and compliance reports must be submitted to IFSCA and the respective exchange.

Advantages of IPO Listing in GIFT City

The IPO listing in GIFT City IFSC offers a range of strategic, regulatory, and fiscal benefits that position it as a premier destination for raising global capital. For both Indian and international companies, GIFT City provides an ecosystem that combines global standards with tax efficiency and regulatory simplicity, making it an ideal gateway for international listings.

Regulatory & Structural Advantages

• Single Unified Regulator – IFSCA:
  The International Financial Services Centres Authority (IFSCA) governs all financial activities covering banking, capital markets, insurance, and fund management eliminating multi-agency overlaps.
• Simplified Cross-Border Listing:
  Companies can directly list in foreign currencies (USD, EUR, GBP) without requiring dual compliance under SEBI and RBI frameworks.
• Global Trading Window:
  Exchanges like India INX and NSE IX operate 22 hours a day, aligning with global market timings and offering near-continuous trading opportunities.

Structural Snapshot

Parameter	GIFT City Advantage
Regulator	Unified IFSCA oversight
Trading Window	22 hours/day
Exchanges	India INX, NSE IX
Currencies	USD, Euro, GBP, etc.
Listing Type	Primary or Secondary

Tax Incentives

One of the most powerful benefits of IPO in GIFT City lies in its globally competitive tax regime:

• No Securities Transaction Tax (STT), Commodity Transaction Tax (CTT), or Stamp Duty on trades executed in IFSC.
• Capital Gains Tax Exemption for non-residents who earn income exclusively from transactions conducted within GIFT IFSC.
• Dividend distributions and interest incomes may also qualify for concessional tax rates.

Result: Lower tax incidence compared to domestic listings enhancing post-tax investor returns.

Global Investor Access

• Wider Investor Base: Open to Foreign Institutional Investors (FIIs), Non-Resident Indians (NRIs), and High-Net-Worth Individuals (HNIs) across geographies.
• Liberalised Remittance Scheme (LRS): Enables Indian residents to invest up to USD 250,000 per year in GIFT-listed IPOs of foreign companies.
• Capital in Foreign Currency: Companies can raise USD-denominated funds, reducing currency mismatch risks for global operations.

Example:
Over 900+ registered entities and 25+ global banks already operate in GIFT City, signaling strong institutional confidence in its market ecosystem.

Operational Benefits

• Faster Regulatory Approvals: Streamlined IFSCA process ensures IPO listings within 3–5 months faster than traditional SEBI routes.
• Round-the-Clock Market Operations: 22-hour trading across global time zones maximizes investor participation and liquidity.
• World-Class Infrastructure: India INX leverages Deutsche Börse’s T7 trading architecture, capable of executing trades within <100 microseconds.

Operational Edge Summary

Feature	GIFT City Advantage
Approval Time	3–5 months
Trading Speed	<100 microseconds
Trading Hours	22 hours/day
Currency Denomination	USD / EUR / GBP

Case Study – XED Executive Development Ltd: India’s First IPO in GIFT City

Quick Snapshot

• Date of filing: 2025
• Issue Size: USD 12 million (approx.)
• Exchange: India International Exchange (India INX) / similarly structured IFSC exchange environment
• Type: Equity IPO first under the International Financial Services Centres Authority (IFSCA) framework for IFSC listings in GIFT City.
• Investor Reach: NRIs, foreign funds/institutions, and eligible Indian residents via LRS (where permitted)

Why This Listing is Important

• It marks the first direct equity listing in GIFT City IFSC, opening a new route for Indian and global companies alike.
• By raising capital in foreign currency via an IFSC‐based exchange, XED has paved the way for a new category: companies raising global capital from India without migrating overseas.
• The case sets a precedent for regulatory and process templates for future IPO listing in GIFT City, giving confidence to both issuers and investors.

Key Financial & Business Highlights of XED

• FY25 revenue stood at USD 4.59 million, an increase of ~15 % year-on-year.
• Revenue geography breakdown (approximate): Singapore ~54 %, India ~41 %, Saudi Arabia ~3.4 %, US ~2 % (EdTech/Executive education business).
• The IPO structure reportedly included a fresh issue of USD 9.6 million and an offer‐for‐sale (OFS) of USD 2.4 million by promoter shareholders.

What This Means for Future IPOs in GIFT City

Implication	Significance
Validates IFSC Listing Route	Demonstrates that Indian companies can list in GIFT City under IFSCA and raise foreign currency capital.
Encourages Global Investors	NRIs and foreign institutions now have a direct avenue to participate in Indian growth via “IPO listing in GIFT City”.
Sets Precedent for Process	Provides a process and timeline template for future issuers considering GIFT City listing.
Signals Tax & Regulatory Advantage	With GIFT City’s tax incentives and unified regulator (IFSCA), this listing underlines the benefits of choosing the IFSC route.

Investor Access & Eligibility Specifics

• Eligible Investors: Foreign institutional investors, NRIs and non-resident individuals are eligible to subscribe.
• Domestic Residents: For Indian resident investors, participation may involve the Liberalised Remittance Scheme (LRS) under broader regulatory norms for investing in IPOs of foreign companies.
• Currency for Subscription: Subscription and trading are anticipated in foreign currency (USD) under the IFSC framework.

Comparison: Domestic vs IFSC IPO Listing

Understanding the difference between a domestic IPO (SEBI route) and an IPO listing in GIFT City (IFSCA route) is essential for founders, CFOs, and investors evaluating global capital-raising options. GIFT City’s framework introduces structural, fiscal, and operational benefits that make it a globally competitive platform for Indian and international issuers

Key Comparison – Domestic vs GIFT City IPO

Aspect	Domestic (SEBI Route)	IFSC (GIFT City Route)
Regulator	Securities and Exchange Board of India (SEBI)	International Financial Services Centres Authority (IFSCA)
Currency of Listing	Indian Rupee (INR)	Foreign Currencies (USD, EUR, GBP)
Investor Base	Primarily domestic investors	Global investors, NRIs, and Indian residents (via LRS)
Taxation	Subject to STT, CTT, and Stamp Duty	Exempt from STT and Stamp Duty; tax-free capital gains for non-residents
Trading Hours	~6 hours/day	22 hours/day, covering Asian, European, and US markets
Ease of Cross-Listing	Limited; complex dual compliance	Seamless international listing access through IFSCA
Approval Timeline	Typically 6–9 months	Around 3–5 months, faster under IFSCA
Eligible Companies	Indian companies (as per SEBI norms)	Indian and foreign unlisted public companies

Investor Participation Framework

Foreign Investors & NRIs

• Can directly invest in IPOs listed on GIFT City exchanges (India INX / NSE IX).
• Transactions are executed in foreign currencies (USD, Euro, GBP).
• Capital gains earned through GIFT City transactions are exempt from Indian tax, provided income is sourced exclusively from the IFSC.
• No requirement to obtain FPI registration

Indian Residents

• Allowed to invest under the Liberalised Remittance Scheme (LRS) of the RBI in shares of foreign companies listed on GIFT IFSC stock exchanges.
• Annual limit: Up to USD 250,000 per financial year per individual.
• Enables Indian HNIs to diversify portfolios through foreign currency IPOs without shifting capital abroad.

IFSC Brokerage Accounts

• Indian residents and NRIs can open brokerage accounts in GIFT City IFSC for both:
  • Primary subscriptions (participating in new IPOs).
  • Secondary market trading (post-listing share transactions).
• These accounts function similarly to offshore trading accounts but within India’s regulatory environment.

Tryfacta IPO at GIFT City: US Tech Firm Targets $150 Million Listing on India’s International Exchange

US-based Tryfacta Inc. is set to make a significant move in the global financial market, planning an Initial Public Offering (IPO) to raise between $100 million and $150 million. The company intends to file its draft papers soon for a listing on the international exchanges at Gujarat International Finance Tec-City (GIFT City).

This planned GIFT City listing highlights the growing appeal of India’s first International Financial Services Centre (IFSC) as a gateway for global companies to access capital. The public offering will take place on one of the two operational exchanges within the city: India INX or NSE International Exchange (NSE IX).

About Tryfacta: Headquartered in California, Tryfacta is an AI-driven provider of IT services, technology, staffing, and payrolling solutions. The company caters primarily to government and institutional clients across the United States in high-growth sectors, including healthcare, IT, engineering, and education. Tryfacta has demonstrated robust expansion, with its workforce growing to over 4,000 employees and active contracts surging from 10 to over 150 in recent years, making its capital raising initiative a highly anticipated event in the GIFT City International Exchange market.

Challenges & Considerations for IPO Listing in GIFT City

While IPO listing in GIFT City IFSC offers global access and regulatory advantages, issuers and investors should carefully assess the emerging market realities that accompany this new-age capital-raising platform.

Currency Risk Exposure

• Since all IPOs and trades in GIFT City are denominated in foreign currencies (USD, EUR, GBP), issuers face exchange rate volatility that can impact valuations, repatriated profits, and investor returns.
• Companies must implement hedging mechanisms or forex management strategies to mitigate exposure.

Evolving Regulatory Framework

• The IFSCA framework, though robust, continues to evolve through circulars and consultation papers (2024–25).
• Regulatory harmonisation between SEBI, RBI, and IFSCA is underway for cross-border capital flow management, requiring issuers to stay updated on periodic amendments.

Developing Market Liquidity

• Liquidity in the IFSC capital market is still in the early stages.
• Depth and trading volumes are expected to increase significantly following the 2025 XED Limited IPO, as more global and domestic participants enter the market.

Limited Awareness

• Awareness among Indian founders, CFOs, and investors about the process, benefits, and compliance requirements of GIFT City listings remains limited.
• Continued outreach by IFSCA, exchanges (India INX, NSE IX), and professional advisors is critical to mainstream adoption.

Future Outlook for IPOs in GIFT City

The future outlook for IPOs in GIFT City looks highly promising, with the International Financial Services Centres Authority (IFSCA) targeting between 25 to 30 IPOs by 2030, encompassing both Indian startups and foreign subsidiaries. The strategic emphasis lies on sectors such as technology, fintech, clean energy, and global service industries, which are increasingly looking to raise foreign currency capital through internationally aligned platforms.

Another major development is the expected rise in dual and cross-listing opportunities. By 2030, it is projected that companies will be able to list simultaneously on domestic exchanges (NSE/BSE) and IFSC exchanges (India INX/NSE IX), providing issuers with the dual advantage of maintaining domestic investor visibility while attracting foreign institutional investors (FIIs).

Furthermore, IFSCA is actively pursuing international collaborations with the Monetary Authority of Singapore (MAS) and the Abu Dhabi Global Market (ADGM). These partnerships aim to facilitate cross-recognition of listed securities, which would simplify global investor access, promote capital mobility, and enhance GIFT City’s position as a globally integrated financial hub. Together, these developments are set to establish GIFT City as a preferred gateway for both Indian and international companies seeking efficient and globally competitive capital-raising opportunities.

References:

• https://hdfcsky.com/news/tryfacta-hopes-to-raise-100-150-million-dollar-ipo-at-gift-city-international-exchanges
• https://moatwealth.com/knowledge/indias-first-gift-city-ipo-what-investors-need-to-know/
• https://unlistedzone.com/gift-city-set-to-host-its-first-ipo-a-new-route-for-unlisted-companies-to-raise-capital
• https://www.plindia.com/blogs/ipo-update-xed-12m-ipo-gift-city-first-equity-listing/