GIFT IFSC (International Financial Services Centre) is India’s first international financial hub located in Gujarat. It is regulated by the International Financial Services Centres Authority (IFSCA), which has taken over regulatory functions previously handled by RBI, SEBI, IRDAI, and PFRDA.

It enables companies to raise capital from global investors through international exchanges like:

• INDIA INX (India International Exchange)
• NSE International Exchange (NSE IFSC) 

The IFSC ecosystem includes multiple financial participants:

• Stock Exchanges (INDIA INX, NSE IFSC)
• Clearing Corporations
• Depositories (IIDI)
• Investment Bankers
• Custodians
• Broker Dealers
• Clearing Members
• Depository Participants
• Banks
• Debenture Trustees

These entities collectively support capital raising, trading, and settlement processes. 

Listing is governed by the IFSCA (Issuance and Listing of Securities) Regulations, 2021, which provide a framework for:

• Equity Listings (IPOs)
• Debt Securities
• Depository Receipts
• ESG Bonds (Green, Social, Sustainability, Sustainability-linked) 

Companies from India, IFSC, or FATF-compliant jurisdictions can list:

• IPOs
• Startups & SMEs
• SPACs (Special Purpose Acquisition Companies)
• Secondary Listings
• Depository Receipts
• Debt Securities
• ESG Bonds 

For Regular Companies:

• Minimum 3 years of business operations
• Revenue ≥ USD 20 million OR
• Avg. pre-tax profit ≥ USD 1 million (last 3 years)
• Issue size ≥ USD 15 million
• Minimum 200 investors
• 75% subscription required
• Max 10% allotment per investor
• 180-day lock-in for existing shareholders 

For Regular Companies:

• Minimum 3 years of business operations
• Revenue ≥ USD 20 million OR
• Avg. pre-tax profit ≥ USD 1 million (last 3 years)
• Issue size ≥ USD 15 million
• Minimum 200 investors
• 75% subscription required
• Max 10% allotment per investor
• 180-day lock-in for existing shareholders

For Startups & SMEs:

• Startups: ≤ 10 years old, turnover ≤ USD 20 million
• SMEs: turnover ≤ USD 50 million
• Issue size: USD 2–15 million
• Minimum 50 investors
• 75% subscription
• No lock-in requirement
• Listing without a public offer allowed 

Direct listing is permitted under:

• Foreign Exchange Management Act (FEMA)
• IFSCA Listing Regulations
• Companies (Listing of Equity Shares in Permissible Jurisdictions) Rules, 2024

Key points:

• Pricing via book-building
• Must not be below fair market value
• Foreign holding limits apply 

Companies already listed in FATF-compliant jurisdictions can list their securities on IFSC exchanges without fresh issuance.

SPACs (Special Purpose Acquisition Companies) must:

• Raise ≥ USD 50 million via IPO
• Maintain 100% funds in escrow
• Sponsor holding: 15–20%
• Minimum subscription: 75%
• Timeline: Business combination within 36 months
• Minimum investment: USD 100,000 

Eligible issuers include:

• Indian and foreign entities
• Government bodies and SPVs
• Financial institutions

Key features:

• Optional credit rating
• Flexible reporting norms
• Minimum investment: USD 100,000 (private placement)
• Simplified listing process 

Types include:

• Green Bonds
• Social Bonds
• Sustainability Bonds
• Sustainability-linked Bonds

Frameworks recognized:

• ICMA Principles
• EU Taxonomy
• Climate Bonds Standard

Disclosures required:

• Pre-issuance: objectives, use of funds, KPIs
• Post-issuance: annual impact and allocation reports 

• IPO/FPO: 0.05% of issue size
• SME/Startup:
• Without public offer: Nil
• With public offer: 0.025%
• Debt (Public Issue): 0.00025% (min USD 1000)
• Private Placement: USD 1000
• Secondary Debt Listing: Nil 

• Access to global investors
• Higher valuation potential
• Foreign currency fundraising
• Business expansion globally
• Exit opportunity for investors 

• Trading in USD
• Extended trading hours (~22 hours)
• Tax advantages
• Ease of cross-border investments 

1. Check eligibility
2. Appoint a merchant banker
3. Obtain in-principle approval
4. File draft offer document
5. Public review (14 days)
6. Submit revisions
7. Receive IFSCA observations
8. File final offer document
9. Complete IPO and allotment
10. Listing on the exchange
11. Post-issue reporting 

• Business details and risk factors
• Financial statements (last 3 years)
• Capital structure
• Use of funds
• Pricing mechanism
• Tax implications
• Underwriting details 

• Section 8 companies
• Nidhi companies
• Companies with negative net worth
• Defaulting companies
• Companies under insolvency
• Non-compliant entities (non-filing of returns) 

• NRIs: Allowed (22-hour trading)
• Foreign investors: Allowed
• Indian residents: Restricted from equity trading
• Border country investors: Need approval 

• Indian companies can open foreign currency accounts abroad
• Funds raised can be retained overseas
• Sale proceeds can be repatriated post-tax compliance 

GIFT IFSC offers a globally competitive platform with:

• Regulatory efficiency
• Tax incentives
• Access to international capital
• Faster approvals

It acts as a bridge between India’s growth story and global capital markets. 

Choosing the right advisor is critical for a successful international listing. VFSL brings a strong blend of regulatory expertise, transaction experience, and strategic advisory to support companies throughout the GIFT IFSC listing journey.

✅ End-to-End Transaction Advisory

From initial feasibility to final listing, VFSL provides complete handholding including structuring, documentation, coordination with intermediaries, and regulatory approvals.

✅ Expertise in Cross-Border Structuring

With deep understanding of FEMA, international taxation, and transfer pricing, VFSL ensures efficient structuring of global transactions and fund flows.

✅ Strong Regulatory & Compliance Support

VFSL assists in navigating IFSCA regulations, ensuring accurate disclosures, due diligence, and compliance with listing requirements.

✅ Capital Raising & Investor Access

Leveraging a wide network of investors, institutions, and strategic partners, VFSL helps clients access global capital efficiently.

✅ Customized Solutions for Each Client

Every business has unique requirements. VFSL provides tailored strategies based on industry, scale, and growth objectives.

✅ Proven Experience in Corporate Finance

Backed by extensive experience in debt syndication, M&A, and capital market transactions, VFSL adds strategic value beyond just execution.

💼 Our Approach

VFSL focuses not just on listing, but on maximizing valuation, ensuring compliance, and enabling long-term global growth for its clients.