AI Summary
GIFT City is emerging as India's global financial hub, facilitating direct share listings on India INX and NSE IFSC. The Direct Listing Scheme (2024) allows unlisted Indian companies to list directly on these IFSC exchanges, bypassing complex ADR/GDR routes. GIFT City offers a streamlined regulatory environment under IFSCA, tax benefits like capital gains exemptions, and access to global investors. India INX and NSE IFSC provide platforms for trading in foreign currencies with extended trading hours. Benefits include global market access, lower compliance barriers, and innovative financial products. GIFT City's infrastructure, unified oversight, and tax advantages make it a preferred destination for equity listings, enhancing visibility and liquidity for companies seeking international capital. This initiative aims to retain listings and investor participation within India.
Last Updated on: 5th November 2025, 07:33 pm
Contents
- 1 The Rise of Global Listings from India
- 2 GIFT City Trading: India INX & NSE IFSC
- 3 Why GIFT City is Emerging as a Hub for Equity Listing
- 4 Understanding the Direct Listing Scheme(DLS) in GIFT City
- 4.1 Key Highlights of the Direct Listing of Securities:
- 4.2 Background
- 4.3 Key Provisions of the Direct Listing Scheme
- 4.4 Who is Eligible for the Direct Listing Scheme?
- 4.5 Approved International Exchanges for Direct Listing
- 4.6 Compliance Requirements for Listing
- 4.7 Who Can Invest in Shares Listed under the Scheme?
- 4.8 Can Existing Shareholders Offer Shares for Sale?
- 4.9 Does This Count as Foreign Investment?
- 4.10 Dual Listings: Is Domestic Listing Required?
- 4.11 Incentives for Investors
- 4.12 Who Regulates the Direct Listing Framework?
- 4.13 Infrastructure in GIFT City for Direct Listing
- 4.14 Benefits of the Direct Listing Scheme
- 5 How to List Shares in GIFT City: The Step-by-Step Process
- 6 Comparison: Listing in GIFT City vs Overseas (ADR/GDR)
- 7 Equity Listing in GIFT City: Benefits and Challenges
- 8 IPO Listing in GIFT City: A Special Focus
- 9 Taxation, Compliance, and Regulatory Advantages for Listing on GIFT City
- 10 Future of Equity Listings in GIFT City
The Rise of Global Listings from India
India’s Gateway to Global Capital
For decades, Indian companies seeking global investors relied on ADR/GDR routes or overseas subsidiaries expensive, time-consuming, and heavily regulated by foreign jurisdictions. The emergence of GIFT City (Gujarat International Finance Tec-City) has changed this landscape.
Located in Gandhinagar, Gujarat, GIFT City serves as India’s International Financial Services Centre (IFSC), enabling domestic companies to access global capital without incorporating abroad. Through regulated exchanges like India INX (by BSE) and NSE IFSC (by NSE), Indian firms can now list shares denominated in foreign currency (USD, GBP, etc.), attracting global investors directly.
From ADRs to Direct Listing: A Structural Shift
The Direct Listing Scheme (2024), introduced by the Ministry of Finance, marks a historic reform in India’s capital market framework.
This scheme allows unlisted Indian public companies to list their equity shares directly on IFSC exchanges – India INX and NSE IFSC under the unified oversight of the International Financial Services Centres Authority (IFSCA).
Key Features of the Direct Listing Scheme:
- Simplifies global fundraising for Indian companies.
- Eliminates the need for complex ADR/GDR structures.
- Offers streamlined approval and disclosure processes under IFSCA (Issuance and Listing of Securities) Regulations, 2021.
- Provides access to global investors while remaining domiciled in India.
High-Level Statistics on GIFT City’s Growth and Its Impact on Capital Markets
GIFT City has rapidly grown into a leading financial hub, attracting investments, businesses, and financial institutions from across the globe. Below are key statistics highlighting the city’s impact on India’s capital markets:
GIFT City (IFSC) Key Statistics – As of 2025
| Metric | Value / Data | Source |
|---|---|---|
| Number of Registered Entities | 930+ | IFSCA Bulletin (Apr–Jun 2025) / IFSCA Annual Report 2025 |
| Number of Stock Exchanges | 2 (India INX and NSE IFSC) | IFSCA Bulletin (Apr–Jun 2025) |
| Total Capital Raised | USD 65+ billion | IFSCA Bulletin (Apr–Jun 2025) |
| Green/ESG Debt Listing | USD 15.43 billion | IFSCA Bulletin (Apr–Jun 2025) |
| Banks Registered | 72 | IFSCA Bulletin (Apr–Jun 2025) |
| Cumulative Business Volume on IFSC Exchanges | USD 70+ billion | IFSCA Annual Report 2025 |
| Average Daily Trading Volume at India INX | USD 10+ billion | BSE India INX Data |
| Participating Global Investors | 75+ countries | India INX Annual Review |
Key Growth Drivers:
- Infrastructure: GIFT City is equipped with advanced infrastructure, including automated waste collection, district cooling systems, and underground utility tunnels, making it a sustainable and efficient environment for financial services.
- Regulatory Environment: The presence of a unified regulatory body, the IFSCA, has streamlined the regulatory process, providing a stable environment for businesses and investors.
- Global Appeal: GIFT City’s strategic location and robust infrastructure have made it an attractive destination for foreign investors and international firms seeking to capitalize on India’s financial market potential.
GIFT City Trading: India INX & NSE IFSC
What is GIFT City?
GIFT City (Gujarat International Finance Tec-City) is a state-of-the-art smart city located in Gujarat, India. Launched by the Government of India, it is designed to serve as the country’s first International Financial Services Centre (IFSC). The city aims to provide a robust platform for financial services, including banking, asset management, insurance, capital markets, and fintech, while also attracting global investment and facilitating international trade. GIFT City is strategically positioned as a gateway for global financial services, enabling non-residents to conduct financial transactions in foreign currencies. It offers a competitive tax regime, regulatory flexibility, and world-class infrastructure to support the operations of international businesses and investors.
What is India INX?
India INX (India International Exchange)a wholly-owned subsidiary of BSE Ltd., is India’s first international exchange to be established in GIFT City, operating under the regulatory framework of the International Financial Services Centres Authority (IFSCA). India INX facilitates trading in a variety of products, such as stocks, derivatives, ETFs, bonds, and commodities, providing an accessible platform for Indian and international investors.
Key Highlights:
- Trading Hours: 22 hours a day (4 AM to 2 AM IST), making it one of the longest trading platforms globally.
- Currency Denomination: Trades in USD and INR segments.
- Market Instruments: Debt securities, ETFs, index derivatives, commodity derivatives, and GDRs.
- Technology: Built on an advanced trading platform with sub-4 microsecond latency, among the fastest in the world.
India INX Market Stats (as of Q3 2025):
| Parameter | Data |
|---|---|
| Listed Securities | 200+ |
| Listed Debt Instruments | 1,000+ |
| Average Daily Turnover | USD 10+ billion |
| Global Participants | 75+ countries |
Notable Development:
In 2025, India INX became the first exchange in India to enable Direct Listing of Indian Companies under the new Direct Listing Scheme (2024), significantly boosting international investor participation.
What is NSE IFSC?
NSE IFSC is the International Financial Services Centre (IFSC) subsidiary of the National Stock Exchange of India, located in Gujarat’s GIFT City. It serves as a platform for Indian investors to access global markets, including trading in Unsponsored Depository Receipts (UDRs) for US-listed companies, and other international derivatives and debt securities. NSE IFSC also has a subsidiary, NSE International Clearing Corporation (NSEICC), which acts as the clearing corporation for trades on the platform
Key Highlights:
- Regulation: Governed by IFSCA and aligned with global market standards (IOSCO, FATF).
- Trading Products: Index futures, stock futures, debt securities, and ETFs.
- Clearing & Settlement: Managed by NSE IFSC Clearing Corporation Ltd. (NICCL) ensuring international-grade risk management and clearing mechanisms.
- Innovation Focus: NSE IFSC is pioneering digital asset trading and tokenized securities frameworks under the IFSCA sandbox regime (2025).
Recent Data (2025):
| Indicator | NSE IFSC Value |
|---|---|
| Active Members | 150+ |
| Average Daily Volume | USD 8–10 billion |
| Number of Listed Debt Securities | 500+ |
| Time Zone Coverage | Global (22-hour window) |
Unified Oversight: IFSCA
Both India INX and NSE IFSC function under the supervision of the International Financial Services Centres Authority (IFSCA) a single regulatory body governing banking, insurance, capital markets, and fund management in IFSCs.
- Global Market Access: India INX & NSE IFSC provide companies with access to international investors, increasing visibility and liquidity. They help in attracting foreign investors and non-resident investors.
- Favorable Tax Regime: Non resident investors investing in shares listed at India INX enjoy tax exemptions, including no securities transaction tax (STT), commodities transaction tax (CTT), and stamp duty. This reduces operational costs significantly.
- Lower Compliance Barriers: Listing at India INX & NSE IFSC has simplified compliance requirements, with easier processes for non-resident investors and foreign currency trading. For instance, foreign investors are not required to obtain a Permanent Account Number (PAN) under certain conditions.
- Expanded Trading Hours: India INX offers extended trading hours that overlap with markets in Asia, Europe, and the United States, making it easier for global investors to trade Indian securities.
- Innovative Financial Products: Investors have access to a range of innovative products under the Global Access Program.
Why GIFT City is Emerging as a Hub for Equity Listing
GIFT City has rapidly evolved into India’s international capital market hub, bridging the gap between domestic enterprises and global investors. Its ecosystem combines regulatory ease, tax efficiency, and foreign access, making it the preferred jurisdiction for equity listing and capital raising.
Regulatory Advantage: Unified Oversight by IFSCA
- Single-window regulation: The International Financial Services Centres Authority (IFSCA) acts as a unified regulator overseeing banking, insurance, capital markets, and fund management, eliminating multi-agency approvals.
- Simplified compliance: Standardized rules under the IFSCA (Issuance and Listing of Securities) Regulations, 2021 streamline the process for companies seeking to list or issue securities.
- Global alignment: Regulatory frameworks are benchmarked against IOSCO and OECD norms, ensuring investor protection and international recognition.
- Result: Reduced approval timelines and a clear legal pathway for both domestic and foreign issuers.
Tax Benefits: A Competitive Edge
| Benefit Type | Description | Applicable Law / Source |
|---|---|---|
| Capital Gains Exemption | No capital gains tax on the transfer of shares listed on IFSC exchanges. | IFSCA Circular / Income Tax Notification 2022 |
| Corporate Tax Holiday | 100% tax exemption for 10 consecutive years out of 15 under Section 80LA of the Income Tax Act. | Finance Act, 2020 |
| No STT, DDT or CTT | No Securities Transaction Tax, Dividend Distribution Tax, or Commodity Transaction Tax applicable in GIFT City. | IFSCA Tax Framework 2024 |
Impact: These benefits make GIFT City more cost-efficient than Singapore, Dubai, or London for cross-border listings and fund-raising.
Ease of Foreign Access
- Foreign Currency Trading: Companies can issue and trade shares in freely convertible currencies such as USD, GBP, or EUR, reducing forex exposure for global investors.
- Simplified FEMA Compliances: Investments made in IFSC-listed securities are treated as offshore, thus not attracting standard FEMA restrictions on capital account transactions.
- Investor Inclusion: Foreign Portfolio Investors (FPIs), NRIs, and institutional investors can seamlessly trade via India INX and NSE IFSC without domestic custodian hurdles.
- Outcome: Enables smoother inflow of foreign capital and enhances liquidity depth for Indian issuers.
Global Valuation Benchmarking
- International Visibility: Listings on IFSC exchanges allow Indian companies to align valuations with global peers in sectors like fintech, manufacturing, and energy.
- Access to Institutional Investors: Exposure to sovereign wealth funds, global pension funds, and ESG investors improves market credibility.
- Transparent Price Discovery: IFSC exchanges operate under international accounting (IFRS) and disclosure standards, leading to more accurate market valuations.
Dual Listing Potential
- Companies can maintain dual listings in domestic exchanges (BSE/NSE) and IFSC exchanges (India INX/NSE IFSC) subject to regulatory alignment.
- Advantages of Dual Listing:
- Expanded investor base (domestic + foreign).
- Enhanced share liquidity and valuation.
- Easier access to foreign institutional capital.
Why is GIFT City Crucial for Equity Listings?
GIFT City’s infrastructure, tax advantages, and international market access make it an ideal destination for equity listings. Indian and foreign companies can list their shares on India INX, benefiting from increased visibility, market liquidity, and the potential to tap into international capital.
By choosing to list in GIFT City, companies can leverage the unique global appeal of the city and access international investors looking for innovative, tax-advantageous investment opportunities.
Understanding the Direct Listing Scheme(DLS) in GIFT City
The Direct Listing Scheme introduced by the Indian government enables Indian public companies to list their equity shares directly on international stock exchanges. This scheme begins with the India INX and NSE IFSC exchanges in GIFT City, India’s first International Financial Services Centre (IFSC). By allowing companies to list without first having to go through a domestic listing process, this initiative provides Indian companies with a valuable opportunity to raise foreign capital, attract international investors, and expand their market reach. This initiative aims to position India INX and NSE IFSC as competitive alternatives to global exchanges like NASDAQ, SGX, and LSE enabling India to retain listings, liquidity, and investor participation within its regulatory jurisdiction.
Key Highlights of the Direct Listing of Securities:
- No Need for Prior Indian Listing: Companies can list directly on international exchanges without listing in India first.
- Aims to Boost Foreign Capital: This scheme is designed to help Indian companies increase their valuations, expand global access, and attract foreign investment.
- Regulated Framework: The scheme is governed by several regulations, including Section 23(3) of the Companies Act, 2013 and Schedule XI of FEMA (Non-Debt Instruments) Rules, 2019.
Background
- The Direct Listing Scheme was jointly announced by SEBI (Securities and Exchange Board of India) and the International Financial Services Centres Authority (IFSCA) in January 2024, and became operational in March 2025.
- The reform allows unlisted Indian public companies to list equity shares directly on IFSC exchanges (India INX and NSE IFSC).
- Previously, Indian firms could only raise international equity via American Depository Receipts (ADRs) or Global Depository Receipts (GDRs), which required routing through foreign jurisdictions.
- The DLS simplifies this by eliminating foreign intermediaries, allowing companies to issue shares in foreign currencies (USD, GBP, EUR) while remaining domiciled in India.
Objective:
To create a globally competitive listing ecosystem in India that attracts foreign institutional capital and provides valuation parity with international peers, while ensuring regulatory stability.
Key Provisions of the Direct Listing Scheme
| Parameter | Provision / Details |
|---|---|
| Eligible Entities | Indian public limited companies both unlisted and already listed domestically (subject to compliance with SEBI/IFSCA norms). |
| Eligible Exchanges | India INX (BSE subsidiary) and NSE IFSC (NSE subsidiary), both operating under the IFSCA framework. |
| Currencies Allowed | Shares can be issued and traded in freely convertible foreign currencies such as USD, GBP, EUR, reducing forex barriers for international investors. |
| Investor Base | Foreign investors, NRIs, and institutional investors can participate. (Resident Indian investors are not permitted initially to invest in directly listed IFSC shares.) |
| Regulatory Authority | The International Financial Services Centres Authority (IFSCA) is the unified regulator, ensuring compliance across banking, capital markets, and securities activities. |
| Applicable Regulations | Governed under the IFSCA (Issuance and Listing of Securities) Regulations, 2021, and aligned with SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. |
Who is Eligible for the Direct Listing Scheme?
The Direct Listing Scheme is currently available only to unlisted public companies in India. This opens up new avenues for those companies that have not yet gone public in India but wish to access global markets.
Ineligible Companies:
- Companies that are willful defaulters, under investigation, or in default on public deposits or loans.
- Section 8 or Nidhi companies are also excluded.
Private companies are not eligible for this scheme. This ensures that only companies with a clean financial history and a solid market reputation are allowed to list under this initiative.
Approved International Exchanges for Direct Listing
Currently, GIFT City IFSC houses the only exchanges authorized for direct listings in India:
- India INX: A subsidiary of the Bombay Stock Exchange (BSE), it provides a platform for both Indian and foreign companies to list their shares.
- NSE IFSC: A subsidiary of the National Stock Exchange, NSE IFSC offers a similar platform for companies seeking to list in GIFT City.
Both exchanges are regulated by the IFSCA (International Financial Services Centres Authority) to ensure global standards of financial operations
Compliance Requirements for Listing
For companies wishing to list under the Direct Listing Scheme, several compliance requirements must be met:
- FEMA Compliance: Companies must comply with FEMA (Foreign Exchange Management Act) rules related to non-debt instruments.
- Companies Listing Rules, 2024: Companies must follow these rules that govern the listing process and procedures for companies.
- IFSCA Regulations, 2021: These regulations specify how securities should be issued and listed on exchanges in GIFT City IFSC.
- MCA e-Form LEAP-1: This form must be filed within 7 days of submitting the prospectus to the exchange.
Additionally, companies must comply with SEBI regulations, the Companies Act, and PMLA (Prevention of Money Laundering Act).
The Direct Listing Scheme allows non-resident investors to participate in the listed shares. Eligible investors include:
- Non-Resident Indians (NRIs)
- Foreign Institutional Investors (FIIs)
- Foreign companies and individuals
However, Indian residents and Indian mutual funds are not permitted to invest under this scheme. Entities from land-bordering countries must seek prior approval from the Government of India before participating in the investment process.
Yes, under the Direct Listing Scheme, existing shareholders are allowed to sell their shares as part of an Offer for Sale (OFS) during the listing process. This provides a liquidity option for original investors who wish to exit or reduce their stake
Does This Count as Foreign Investment?
Investments made through the Direct Listing Scheme are categorized as Foreign Direct Investment (FDI). As such, these investments are subject to the FDI sectoral caps and must adhere to the regulations that govern foreign investments in India. Companies must ensure that they do not venture into sectors where FDI is restricted or prohibited
Dual Listings: Is Domestic Listing Required?
No, a domestic listing is not required for companies to list on India INX or NSE IFSC under the Direct Listing Scheme. Companies can choose to list exclusively on the international exchanges within GIFT City IFSC. However, companies have the option to pursue dual listings later if they wish to list their shares both domestically and internationally
Incentives for Investors
Investors who engage in GIFT City-based listings benefit from several key incentives:
- No Capital Gains Tax: Foreign investors are exempt from capital gains tax when selling shares listed in GIFT City.
- Forex-Denominated Trades: Investors can trade in foreign currencies (USD, EUR, etc.), avoiding currency risks.
- Extended Trading Hours: With 20+ hours of daily trading, GIFT City exchanges allow for seamless trading across multiple time zones.
- Globally Aligned Standards: The exchanges maintain global standards for listing and disclosure, ensuring transparency and trust.
- Regulatory Certainty: The IFSCA ensures a clear and stable regulatory environment, boosting investor confidence.
Who Regulates the Direct Listing Framework?
The International Financial Services Centres Authority (IFSCA) is the primary regulator overseeing the Direct Listing Scheme in GIFT City IFSC. The IFSCA combines the powers of several key Indian financial regulators to ensure comprehensive oversight:
- RBI: Reserve Bank of India
- SEBI: Securities and Exchange Board of India
- IRDAI: Insurance Regulatory and Development Authority of India
- PFRDA: Pension Fund Regulatory and Development Authority
This unified regulatory framework provides a seamless experience for companies and investors alike, ensuring that global standards are upheld.
Infrastructure in GIFT City for Direct Listing
GIFT City is equipped with cutting-edge infrastructure to support the listing and trading of securities, including:
- Stock Exchanges: India INX and NSE IFSC facilitate the listing of shares and other securities.
- Clearing Corporations: India International Clearing Corp (IFSC) and NSE IFSC Clearing Corp handle the settlement of transactions.
- Depository: India International Depository IFSC Ltd ensures secure holding and transfer of securities.
- Banking Network: A comprehensive network of Indian and international banks is operational in GIFT City, offering seamless financial services to businesses.
Benefits of the Direct Listing Scheme
The DLS has made listing in GIFT City strategically beneficial for both Indian companies and international investors.
1. Simplified Access to Global Capital
- Enables direct global fundraising without setting up foreign holding entities.
- Reduces dependency on ADR/GDR intermediaries, cutting listing time and cost by nearly 30–40% compared to overseas routes.
- Provides a single regulatory window through IFSCA, ensuring faster clearances and predictable compliance.
2. Enhanced Liquidity and Visibility
- Companies gain exposure to foreign institutional investors, sovereign funds, and global pension funds.
- Listings on India INX and NSE IFSC are visible in international trading zones and time zones, offering 22-hour market access and deeper liquidity.
- Boosts global investor confidence through transparent IFRS-aligned disclosures and governance.
3. Cost Efficiency vs. ADR/GDR Routes
| Parameter | Direct Listing in GIFT City | ADR/GDR Route |
|---|---|---|
| Jurisdiction | India (IFSCA-regulated) | Foreign (US/UK/Singapore) |
| Listing Cost | Low – No foreign SPV or custodian required | High – Requires depository banks, custodians |
| Regulation | IFSCA single-window system | Multiple overseas regulators |
| Compliance | IFRS / Ind-AS | Foreign GAAP / SEC-level compliance |
| Taxation | Capital gains and transaction tax exemptions | Standard international tax rules |
The GIFT City route can reduce overall listing and maintenance costs by up to 50%, according to IFSCA’s 2025 impact study.
4. Streamlined Compliance under IFSCA
- One-stop framework: IFSCA integrates all capital market regulations under one umbrella.
- Lighter disclosure requirements: Compared to SEBI-regulated domestic listings, IFSC listings have reduced quarterly compliance frequency.
- International Standards: Companies listed must report under IFRS or Ind-AS, ensuring transparency while retaining flexibility.
The process of listing shares in GIFT City is now simpler, faster, and globally recognized under the Direct Listing Scheme (2024). Whether you’re an Indian or foreign company, GIFT City offers a compliant, cost-efficient route to access global capital through India INX and NSE IFSC, both regulated by the International Financial Services Centres Authority (IFSCA).
Step 1: Eligibility Criteria and Approvals
GIFT City provides opportunities for Indian and foreign companies to list shares and raise capital in multiple currencies, including USD, EUR, and GBP.
| Category | Eligibility Overview |
|---|---|
| Indian Public Companies | Must be incorporated under the Companies Act, 2013 and comply with SEBI and IFSCA norms. Both unlisted and SEBI-listed entities are eligible. |
| Foreign Companies | Can list equity or debt instruments on India INX and NSE IFSC to access Indian and global investors. |
| Private Companies (Conditional) | May list after conversion to public status and approval from IFSCA and SEBI. |
India INX & NSE IFSC – The Listing Platforms
- India INX (India International Exchange): India’s first international exchange, offering 22-hour trading, USD/INR segments, and high-speed digital infrastructure.
- NSE IFSC: A subsidiary of NSE providing integrated equity, derivatives, and debt platforms under IFSCA oversight.
Both enable:
- Equity Listings for access to global liquidity.
- Foreign-Currency Trading for NRIs, FPIs, and institutional investors.
Direct Listing Without Prior IPO
Companies can list directly without an Initial Public Offering (IPO). This route suits firms seeking liquidity or visibility rather than fresh capital.
Advantages of Direct Listing
- Cost Savings: Eliminates underwriting and IPO marketing costs.
- Faster Access: Reduces listing time by up to 40%.
- Global Reach: Attracts investors across 75+ countries through IFSC exchanges.
Step 2: Regulatory Framework and Required Approvals
Key Regulatory Authorities
| Authority | Role in Listing Process |
|---|---|
| IFSCA | Principal regulator; grants approval and oversees all IFSC financial activities under unified framework. |
| SEBI | Oversees securities-market integrity and ensures investor protection. |
| Ministry of Finance | Frames policy to align GIFT City with national and international financial standards. |
Filing Requirements
Before listing, companies must submit:
- Application to IFSCA including financials (last 3 years), risk and compliance frameworks, and governance details.
- Disclosure Documents covering management, operations, shareholding, and audited accounts.
IFSCA processing averages 30–40 business days (2025 data), thanks to its single-window e-filing portal.
Step 3: Direct Listing Process (Operational Steps)
Preparation and Documentation
- Appoint Category I Merchant Banker, Legal Counsel, Auditor, and Depository Participant.
- Prepare Draft Prospectus and Financial Statements in IFRS or Ind-AS.
- Ensure dematerialisation and share eligibility for electronic trading.
Application & IFSCA Review
- Submit application with draft prospectus to IFSCA and chosen exchange (India INX/NSE IFSC).
- IFSCA Vetting: Conducted under IFSCA (Issuance and Listing of Securities) Regulations, 2021.
- Exchange Scrutiny: Confirms disclosure adequacy and assigns ticker.
Indicative Timeline
| Stage | Authority | Avg. Duration |
|---|---|---|
| Preliminary Vetting | IFSCA | 7–10 days |
| Exchange Review | India INX / NSE IFSC | 10–15 days |
| Final Clearance & Listing | IFSCA | ≈ 40 days total |
Step 4: Allotment and Listing
Once approved:
- Electronic Allotment of shares in demat form.
- Currency Denomination: USD, GBP or other convertible currencies.
- Listing Activation: Shares begin trading under the assigned ticker.
- Settlement Cycle: T + 2 through India INX or NSE IFSC Clearing Corporations.
2025 Note: Early-stage tech issuers in India INX reported 2.3× average oversubscription during initial listings (IFSCA Market Report 2025).
Step 5: Post-Listing Compliance
To maintain global credibility, listed entities must follow ongoing IFSCA and exchange-level requirements.
| Requirement | Frequency | Regulatory Reference |
|---|---|---|
| Financial Results (IFRS format) | Quarterly / Annual | IFSCA Listing Regulations 2021 |
| Corporate Governance Reports | Semi-annual | IFSCA Circular 2024 |
| Event-based Disclosures | As and when occurred | Clause 36, IFSCA (LODR) |
| Shareholding Pattern | Quarterly | Exchange Directive |
Additional Obligations
- Maintain independent directors & audit committees.
- Report all price-sensitive information promptly.
- File tax and foreign-exchange compliance under FEMA/Income Tax Act.
Comparison: Listing in GIFT City vs Overseas (ADR/GDR)
As Indian companies look to access global investors, two primary routes emerge listing in GIFT City IFSC or listing abroad via ADRs/GDRs. While both provide international exposure, the GIFT City framework offers a cost-efficient, tax-advantaged, and regulation-light alternative designed to retain listings within India’s jurisdiction.
Key Differences at a Glance
| Parameter | GIFT City Listing (India INX/NSE IFSC) | Overseas Listing (ADR/GDR Route) |
|---|---|---|
| Jurisdiction | India (regulated by IFSCA) | Foreign regulators (SEC, LSE, FCA, etc.) |
| Currency of Listing | USD, GBP, EUR (within IFSC) | USD, GBP (in foreign exchanges) |
| Regulatory Oversight | Single-window regulation under IFSCA (covering securities, capital markets, and forex) | Multiple jurisdictions – company must comply with Indian, foreign, and intermediary regulations |
| Tax Incentives | – Capital gains tax exemption on transfer of IFSC-listed shares – 100% tax holiday for 10 out of 15 years under Section 80LA – No STT, DDT, or CTT | No specific tax benefits; standard international tax and withholding rules apply |
| Setup Cost | Low – No need to create a foreign SPV or hire depositary banks | High – Requires SPV, depositary receipts, custodians, and international advisors |
| Investor Access | Global investors via IFSC exchanges (FPIs, NRIs, institutional investors) | Global investors via depositary banks and custodians |
| Ease of Compliance | Simplified – One regulator (IFSCA) and uniform compliance reporting | Complex – Multi-regulatory filings across SEBI, RBI, and foreign authorities |
| Reporting Standards | IFRS/Ind-AS accepted | IFRS/US GAAP depending on exchange |
| Timeline to Market | 30–45 business days (IFSCA fast-track approvals) | 4–6 months average (due to multi-jurisdiction filings) |
| Capital Market Focus | Indian companies raising global capital within India’s jurisdiction | Indian companies listing outside India’s jurisdiction |
| Cost Comparison | 40–50% cheaper than ADR/GDR route | High underwriting and maintenance costs |
Key Insights for Founders and CFOs
1. Regulatory Advantage
- Under IFSCA’s unified framework, companies follow one set of disclosure and governance standards instead of dual SEBI–foreign compliance.
- This drastically cuts down approval timelines and compliance costs, improving efficiency for both startups and established corporates.
2. Tax and Cost Efficiency
- According to the IFSCA 2025 Annual Report, companies can save up to 50% in total costs compared to ADR/GDR listings.
- Tax holidays and capital gains exemptions create a zero-tax zone for IFSC investors.
3. Strategic Investor Access
- IFSC exchanges already attract participation from investors across 75+ countries, including sovereign wealth funds and global institutions.
- Trading in foreign currencies (USD, GBP, EUR) makes GIFT City globally interoperable while retaining Indian jurisdictional safety.
4. Governance and Transparency
- Listings in GIFT City follow IFRS-based accounting and international disclosure norms, ensuring parity with developed markets like London or Singapore.
- At the same time, companies avoid the complex SEC or EU regulatory burdens typical of foreign listings.
Equity Listing in GIFT City: Benefits and Challenges
Key Advantages for Companies Listing in GIFT City
GIFT City has emerged as India’s global capital gateway, offering companies simplified fundraising, global investor reach, and strong regulatory credibility. Below are the main advantages that make listing in GIFT City attractive for both Indian and international issuers.
1. Foreign Currency Capital Raising
- Companies can raise capital in USD, GBP, or EUR, accessing foreign institutional investors directly without offshore incorporation.
- Provides valuation in global currency terms, reducing forex exposure for global investors.
- As of 2025, GIFT City exchanges record USD 10+ billion in daily turnover and participation from investors across 75+ countries (IFSCA Report 2025).
2. Regulatory Simplicity
- IFSCA acts as a single regulator for all financial services covering securities, capital markets, and forex transactions.
- One-window approvals mean faster clearances (typically within 30–40 business days) and uniform compliance under the IFSCA (Issuance and Listing of Securities) Regulations, 2021.
- Aligns with global standards (IOSCO/OECD), ensuring both transparency and ease of operation.
3. Investor Diversity
- Access to a broad investor base including FPIs, NRIs, sovereign funds, and global institutions.
- Simplified FEMA norms allow offshore investors to trade seamlessly without complex residency compliance.
- IFSC exchanges now host 1,500+ listed instruments, drawing institutional investors from Asia, the Middle East, and Europe.
4. Tax Efficiency
| Incentive | Benefit | Provision |
|---|---|---|
| Capital Gains Exemption | No tax on transfer of IFSC-listed shares. | CBDT Notification (2022) |
| Tax Holiday (Section 80LA) | 100% exemption for 10 out of 15 years. | Income Tax Act, 1961 |
| No STT, DDT, or CTT | Reduces transaction and dividend tax costs. | IFSCA Tax Framework |
| Lower Withholding Taxes | Favourable rates for non-resident investors. | DTAA-linked provisions |
5. Enhanced Global Visibility
- IFRS-based reporting and extended 22-hour trading windows improve international accessibility.
- Attracts ESG-focused investors and sovereign funds seeking transparent, tax-neutral environments.
- According to IFSCA, over 35% of new listings in 2025 were driven by companies targeting global valuation benchmarking.
Challenges and Current Limitations of Listing in GIFT City
While GIFT City is reshaping India’s international finance landscape, it still faces operational and regulatory hurdles that need resolution before achieving full maturity.
1. Limited Access for Resident Indian Investors
- Currently, resident Indians cannot directly invest in IFSC-listed companies.
- This restriction reduces domestic liquidity and participation in GIFT City’s capital market.
- Expected Update: IFSCA may soon introduce phased resident participation under FEMA guidelines (projected by FY2026).
2. Liquidity and Market Depth
- The equity segment in GIFT City is in a liquidity-building phase.
- While India INX reports daily volumes of USD 10–12 billion, less than 15% relates to equities (IFSCA 2025).
- Early-stage listings face limited secondary market trading, affecting price discovery and investor exit opportunities.
3. Currency Risk
- Listings are primarily USD-denominated, exposing issuers and investors to forex volatility.
- INR depreciation impacts valuation and repatriation, though IFSCA is working on hedging and multi-currency mechanisms to address this.
4. Disclosure and Regulatory Alignment
- GIFT City follows IFRS/Ind-AS standards, but SEBI–IFSCA disclosure alignment is still evolving.
- Dual-listed entities must comply with both frameworks, increasing the compliance load until regulations harmonize fully.
5. Multi-Layered Regulatory Approvals
- Despite IFSCA’s single-window system, companies still navigate cross-agency approvals (IFSCA, SEBI, SEZ, and FEMA).
- This adds complexity, especially for first-time issuers managing cross-border capital flows.
6. Taxation and FEMA Interplay
- Fox Mandal and IFR analyses (2025) highlight ambiguities in tax residency, dividend repatriation, and hybrid instrument treatment under FEMA and DTAA rules.
- Clearer guidelines are awaited to simplify cross-border tax compliance and investor onboarding.
7. Market Liquidity and Exit Challenges
- Compared to NYSE or LSE, GIFT City’s secondary liquidity is still shallow.
- Investors may face longer exit timelines, though IFSCA’s Market-Making Program (2025–2030) aims to deepen liquidity via institutional anchors.
IPO Listing in GIFT City: A Special Focus
The GIFT City platform offers a competitive and regulatory-friendly environment for companies looking to list their Initial Public Offerings (IPOs), with access to international investors and numerous benefits.
How IPO Listings Are Conducted in GIFT City
The process of IPO listing in GIFT City is highly structured and designed to provide seamless access to capital markets for companies looking to raise funds. Here’s a breakdown of the IPO listing process and key steps involved:
- Eligibility and Application
- Companies must meet certain criteria, including financial performance, governance standards, and compliance with SEZ and IFSCA regulations.
- An application is submitted to the International Financial Services Centre Authority (IFSCA) for approval, along with financial disclosures and other required documentation.
- Approval and Regulatory Review
- IFSCA and SEZ authorities review the application to ensure compliance with international standards.
- Approval is granted once the regulatory checks are complete, and the company is cleared for listing.
- Listing on India INX
- Once approved, companies list their shares on India INX, which offers the fastest trading platform in the country.
- Trading begins, and the company gains access to a global pool of investors.
- Post-Listing Compliance
- Companies must comply with continuous reporting requirements to maintain their listing status. This includes quarterly financial disclosures and adherence to corporate governance practices.
IPO Process Timeline in GIFT City
| Step | Duration | Description |
| Eligibility & Application | 1-2 months | Application submission with necessary documents |
| Approval & Regulatory Review | 1-3 months | IFSCA and SEZ authorities review the application |
| Listing on India INX | 1-2 months | Approval granted, shares are listed and traded |
| Post-Listing Compliance | Ongoing | Quarterly reports and adherence to governance |
Recent Trends and Success Stories
Several high-profile IPOs launched via India INX and NSE IFSC have captured the attention of both domestic and international investors. Here’s a look at some notable IPO trends and success stories in the region:
Success Story: Nifty Futures Listing
One of the key highlights of GIFT City’s success is the listing of Nifty Futures on India INX. The introduction of Nifty Futures as a high-volume product has significantly increased liquidity and trading activity on India INX, positioning the exchange as a key player in the global derivatives market.
Other High-Volume Products
GIFT City has also seen successful listings of several other high-volume financial products, including bonds, ETFs, and structured financial instruments. These products have helped attract significant institutional interest, further solidifying GIFT City’s reputation as a preferred listing destination for companies.
Taxation, Compliance, and Regulatory Advantages for Listing on GIFT City
GIFT City, India’s International Financial Services Centre (IFSC), provides multiple regulatory and financial benefits for companies listing on exchanges like India INX.
Tax Benefits for Non-Residents
- Exemption from Capital Gains Tax: Non-resident investors are exempt from capital gains tax on foreign-listed securities.
- No Withholding Tax: There’s no withholding tax on dividends or interest income for foreign investors, enhancing returns.
Transaction Taxes
- No Securities Transaction Tax (STT): Transactions in GIFT City exchanges are free from STT, unlike traditional Indian exchanges.
- No Commodities Transaction Tax (CTT): Investors avoid the CTT, a significant saving in trading costs.
- No Stamp Duty: Transactions within GIFT City are not subject to stamp duties, reducing overall transaction costs.
Compliance Ease
- Simplified KYC: Non-residents can complete a simplified KYC process, easing the compliance burden.
- No PAN Requirement: Non-resident investors do not need a PAN to transact, simplifying investment procedures.
Future of Equity Listings in GIFT City
Emerging Trends & Strategic Roadmap
Dual-Listing Integration
- The framework for dual listing where companies maintain both domestic (BSE/NSE) and IFSC (GIFT City) listings is under active expansion, enabling issuers to tap both Indian and global investor pools.
- This model supports seamless capital mobility and may improve liquidity across both markets.
Opening to Resident Indian Investors
- A pilot phase is underway to allow resident Indian investors to participate in IFSC-listed securities, subject to FEMA and regulatory caps.
- Full roll-out is expected by mid-2026, broadening the investor base significantly.
Global Clearing & Custodian Ecosystem
- Integration with global clearing houses and custodian networks is being prioritized to facilitate cross-border settlement and enhance investor confidence.
- This aligns GIFT City with international standards and supports issuance in multiple currencies.
Digitisation & Regulatory Sandbox
- Under International Financial Services Centres Authority (IFSCA) supervision, a regulatory sandbox is enabling digital innovations in listing compliance, tokenised securities and automated KYC/AML by 2026.
- These innovations aim to reduce listing time, lower costs and increase scalability for small- and mid-cap issuers.
Projected Growth & Market Outcomes
- According to IFSCA’s vision documents, GIFT City is expected to manage in excess of USD 1 trillion in listed securities turnover by FY 2030.
- Meanwhile, fund commitments at the IFSC are forecast to cross USD 100 billion by 2030, driven by global investor interest and alternative fund registrations.
- These figures underscore GIFT City’s trajectory toward becoming a major global listing venue.
Key Implications for Issuers & Investors
- For Companies: Access to global capital, reduced listing lead-time, and enhanced global visibility.
- For Investors: Broader instrument choice, multi-currency access, and improved exit routes as liquidity deepens.
- For Regulators: Opportunity to benchmark India’s capital markets against global peers and retain listings domestically.
Upcoming Regulatory Enhancements
- Proposed regulations include:
- Harmonised domestic–IFSC disclosure standards.
- Enhanced investor protection frameworks for NRIs, FPIs and domestic investors.
- Revised tax treaty and FEMA rules to support cross-border flows and dual-listing structures.
- These reforms aim to make GIFT City listings more competitive versus traditional ADR/GDR models.
GIFT City has firmly positioned itself as India’s gateway to global capital, enabling companies to raise foreign currency funds, access international investors, and list on globally competitive exchanges all while staying within India’s regulatory ecosystem. Its world-class infrastructure, IFSCA-led governance, and tax-neutral framework make it the preferred destination for future-ready listings.
We help with IFSC Compliances & Listing Readiness Let’s Talk
At Treelife, we help startups, SMEs, and corporates navigate this opportunity with end-to-end support from listing readiness assessments and IFSCA compliance to structuring and legal documentation. Our expertise ensures that businesses leverage GIFT City’s full potential to access global capital efficiently, compliantly, and strategically.
https://www.indiainx.com/static/capitalmktFAQ.aspx
https://ifsca.gov.in/ReportPublication/index/wF6kttc1JR8=
FAQs on Equity Listing at GIFT City IFSC
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What is the Strategic Role of GIFT City and India INX?
GIFT City is India’s first International Financial Services Centre (IFSC), strategically designed as a global financial gateway. It operates as a state-of-the-art smart city offering a platform for sophisticated financial activities like capital markets, asset management, and fintech. India INX, the inaugural international exchange in the city, is the primary operational mechanism. It facilitates the trading of varied products stocks, bonds, derivatives, and ETFs to provide global market access and enhance the international visibility of Indian and foreign firms.
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How Does the Regulatory and Fiscal Framework Offer an Edge to Issuers?
The regulatory environment is highly efficient, managed by the unified IFSCA (International Financial Services Centres Authority), which consolidates regulatory oversight to simplify compliance for businesses. Fiscally, the regime offers substantial cost savings. Companies and investors benefit from exemptions on major transaction taxes, specifically:
- No Securities Transaction Tax (STT).
- No Commodities Transaction Tax (CTT).
- No stamp duty on transactions.
This, combined with the exemption of foreign investors from capital gains tax, significantly lowers the cost of operations and investment compared to traditional markets.
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How does Direct Listing Scheme (DLS) work in GIFT City?
The DLS is a groundbreaking initiative allowing eligible Indian unlisted public companies to list their equity shares on GIFT City exchanges (India INX or NSE IFSC) without a mandatory prior domestic listing. Its primary mechanism is to provide a fast, cost-effective, and direct route for these companies to access a global capital pool, enabling them to raise foreign capital in internationally recognized currencies (like USD, EUR, or GBP) and attract a broader international investor base.
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What Are the Eligibility and Exclusion Criteria for Companies Seeking Direct Listing?
The DLS is currently restricted to unlisted public companies incorporated in India. Strict criteria exclude the following entities:
- Private companies.
- Companies flagged as willful defaulters.
- Firms currently under investigation by regulatory bodies.
- Entities in default on public deposits or loans.
- Specific non-profit structures like Section 8 or Nidhi companies.
This selective approach ensures that only companies with a clean financial history and sound governance are allowed to tap into international markets through this scheme.
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What are the Structural Benefits of a Direct Listing over a Traditional IPO?
The Direct Listing (DL) model provides structural and cost advantages over a conventional Initial Public Offering (IPO):
- Cost Efficiency: DLs eliminate the high underwriting fees and extensive marketing costs associated with an IPO.
- Speed to Market: The process is significantly faster, allowing companies to gain liquidity and market access more quickly without the extended waiting period typical of an IPO.
- Shareholder Liquidity: The scheme permits existing shareholders to execute an Offer for Sale (OFS) to sell their holdings, creating an immediate and efficient exit option for early investors.
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Who is Allowed to Invest in Securities Listed Under the Direct Listing Scheme(DLS)?
The DLS primarily targets non-resident investors to maximize the inflow of foreign capital. Eligible participants include:
- Non-Resident Indians (NRIs).
- Foreign Portfolio Investors (FPIs).
- Foreign individuals and foreign companies.
Critically, the scheme restricts participation from Indian residents and Indian mutual funds, ensuring the capital raised qualifies as foreign investment.
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Why is Trading in Foreign Currencies Important for Equity Listings?
Trading in foreign currencies (like USD, GBP, and EUR) is a critical feature because it directly addresses the preferences and risk concerns of international investors. It allows them to invest and trade without the added complexity and risk associated with converting their funds to the Indian Rupee (INR). This mechanism simplifies the overall investment process, making the listed securities instantly more appealing to the global market, particularly to non-resident investors who also benefit from simplified compliance procedures.
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How is Investment under the DLS Classified under Foreign Exchange Rules?
Any investment made into shares listed through the DLS is classified as Foreign Direct Investment (FDI). Consequently, the listing company must ensure complete compliance with the FDI sectoral caps applicable to its industry and all relevant regulations under the Foreign Exchange Management Act (FEMA). This classification underscores the scheme’s role as a tool for attracting capital that directly flows into the Indian economy.
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Which Financial Institutions in GIFT City facilitate the Direct Listing Process?
The Direct Listing process is facilitated by a robust, end-to-end financial ecosystem housed in GIFT City:
- Stock Exchanges: India INX (BSE subsidiary) and NSE IFSC (NSE subsidiary) serve as the listing and trading venues.
- Clearing Corporations: Dedicated entities like India International Clearing Corp and NSE IFSC Clearing Corp ensure prompt and secure settlement of transactions.
- Depository: India International Depository IFSC Ltd ensures the secure electronic holding and transfer of securities, maintaining global standards for custody.
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What is the Role of the IFSCA in Regulating the Direct listing of shares?
The IFSCA is the supreme regulator for the DLS, wielding the combined regulatory powers of India’s major financial regulators (RBI, SEBI, IRDAI, and PFRDA). Its primary role is to provide a single, stable, and clear regulatory environment for companies and investors. This unified oversight ensures that the listing process and subsequent compliance adhere to stringent international standards, thereby fostering global investor confidence and transparency in the market.
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Who can list shares in GIFT City?
Both Indian unlisted and listed public companies can list their shares in GIFT City under the Direct Listing Scheme (2024). This framework allows companies to raise global capital through India INX or NSE IFSC, regulated by IFSCA.
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Is GIFT City regulated by SEBI or IFSCA?
Listings within GIFT IFSC fall exclusively under the International Financial Services Centres Authority (IFSCA).
Unlike domestic listings overseen by SEBI, IFSCA provides a single-window regulatory framework for all financial services and listings in the IFSC. -
What are the tax benefits of listing in GIFT City?
Companies and investors enjoy multiple tax incentives, including:
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Exemption from capital gains tax on transfer of listed securities.
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100% tax holiday for 10 out of 15 years under Section 80LA of the Income Tax Act.
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No stamp duty, DDT, or STT, making it one of the world’s most tax-efficient listing jurisdictions.
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Can startups list on India INX?
Yes. Startups that meet IFSCA’s minimum paid-up capital and profitability criteria are eligible to list on India INX or NSE IFSC, provided they comply with the prescribed disclosure and governance norms. This offers startups an efficient route to attract foreign investors without a full overseas IPO.
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What currency are shares listed in?
Shares listed on GIFT City exchanges are denominated in freely convertible currencies such as USD, GBP, or EUR.
This facilitates participation from foreign institutional investors (FPIs), NRIs, and global funds, ensuring better liquidity and international valuation benchmarking.
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