MCA Updates Equity Listing Rules: Form LEAP-1 Now Mandatory for Overseas Prospectus Filing

Introduction

The Ministry of Corporate Affairs (MCA) has amended the Companies (Listing of Equity Shares in Permissible Jurisdictions) Rules, 2024 by notifying the Companies (Listing of Equity Shares in Permissible Jurisdictions) Amendment Rules, 2025. The amendment was published in the Gazette of India vide notification G.S.R. 443(E) and has come into force with immediate effect.

A key change under this amendment is the introduction of a revised Form LEAP-1, which is now mandatory for Indian companies proposing to file a prospectus for listing equity shares in approved overseas jurisdictions.

What Is Form LEAP-1?

Form LEAP-1 is a standardised electronic form prescribed by the MCA under the equity listing rules.

It is compulsory for Indian public companies that intend to list their equity shares on foreign stock exchanges located in permissible jurisdictions. The form enables regulatory oversight of overseas listings by capturing critical details relating to the prospectus and the listing process.

Key Changes Introduced by the Amendment Rules, 2025

The amended rules introduce several important updates aimed at improving transparency, accountability, and ease of compliance for overseas equity listings.

1. Replacement of Form LEAP-1

The earlier version of Form LEAP-1 provided in the Second Schedule of the 2024 Rules has been replaced with a newly structured and more detailed format. The revised form includes standardised mandatory fields designed to ensure consistent and complete disclosure of information related to overseas prospectus filings.

2. Enhanced Disclosure Requirements

Under the revised Form LEAP-1, companies must now provide expanded disclosures, including:

Corporate Identity Number (CIN)
Registered office address
Official email ID
Clear statement of purpose for the overseas listing
Declaration confirming that the filing relates to a prospectus submission
Key dates, including:
- Date of regulatory approval
- Date of prospectus submission

These additional disclosures are intended to strengthen transparency, improve traceability, and provide regulators and stakeholders with essential information upfront.

3. Disclosure of Pending Legal Proceedings

For the first time, companies are required to declare any ongoing inspection, inquiry, or investigation under the Companies Act, 2013. This requirement enhances investor confidence by allowing early identification of potential legal or compliance risks prior to an overseas listing.

4. Mandatory Supporting Documents

Applicants must now submit the following documents along with Form LEAP-1:

Approval or clearance from the relevant foreign securities regulator or stock exchange
Acknowledgement of prospectus filing in the overseas jurisdiction
A complete copy of the prospectus as filed
Any additional supporting documents, if applicable

5. Certification and Authentication

To ensure accuracy and accountability, the revised Form LEAP-1 must:

Be digitally signed by a Key Managerial Personnel (KMP) such as a Director, CEO, CFO, or Company Secretary
Be certified by a practising Chartered Accountant, Cost Accountant, or Company Secretary, confirming that the information has been verified against original company records

Permissible Jurisdictions for Overseas Listing

“Permissible jurisdictions” refer to foreign stock exchanges or countries approved by Indian regulators for overseas equity listings. These currently include:

IFSC (GIFT City)
United States
United Kingdom
Singapore
European Economic Area (EEA) countries

The MCA, in consultation with SEBI and RBI, may update this list periodically to ensure listings occur only in well-regulated markets with strong investor protection frameworks.

Key Takeaways

Form LEAP-1 is now mandatory for overseas equity listings
The revised form requires detailed disclosures, including legal proceedings and listing timelines
Companies must submit regulator approvals and prospectus-related documents
Digital signatures and professional certification enhance compliance and accountability

Need Help Understanding LEAP-1 or Overseas Listing Rules?

If you need clarity on the revised Form LEAP-1 or overseas equity listing requirements, Auriga Accounting pvt. ltd. can assist. Our experts provide professional guidance to help you understand regulatory obligations and compliance requirements—without handling filings. Book a consultation today for expert support and clear direction.

About the Author

Dakesh

Dakesh simplifies complex legal regulations into clear, actionable insights, empowering entrepreneurs to stay compliant and grow sustainable businesses with confidence.

February 1, 2026