Bharat Precision Engineering Ltd., a public unlisted Indian company engaged in high-precision manufacturing, resolved at its board meeting in February 2025 to list its equity shares on NSE IFSC, a permitted international

Under the Direct Listing Scheme, only public Indian companies, listed or unlisted, are allowed to issue and list their shares on an international exchange in the IFSC. Para 3 of the Direct Listing Scheme provides that a public Indian company shall be eligible to issue equity shares in permissible jurisdiction, if- the public Indian company, any of its promoters, promoter group or directors or selling shareholders are not debarred from accessing the capital market by the appropriate regulator; none of the promoters or directors of the public Indian company is a promoter or director of any other Indian company which is debarred from accessing the capital market by the appropriate regulator; the public Indian company or any of its promoters or directors is not a wilful defaulter; the public Indian company is not under inspection or investigation under the provisions of the Companies Act, 2013; none of its promoters or directors is a fugitive economic offender. Additional eligibility conditions may be specified by the permitted international exchanges under their regulations. Further, Rule 5 of Companies (Listing of equity shares in permissible jurisdictions) Rules, 2024 provide that a company shall not be eligible for issuing its equity shares for listing in accordance with these rules, in case it— has been registered under section 8 or declared as Nidhi under section 406 of the Companies Act, 2013; is a company limited by guarantee and also having share capital; has any outstanding deposits accepted from the public as per Chapter V of the Companies Act, 2013 and rules made thereunder; has a negative net worth; has defaulted in payment of dues to any bank or public financial institution or non-convertible debenture holder or any other secured creditor, provided that this clause shall not apply if the company had made good the default and a period of two years had lapsed since the date of making good the default; has made any application for winding-up under the Act or for resolution or winding-up under the Insolvency and Bankruptcy Code, 2016 and in case any proceedings against the company for winding-up under the Act or for resolution or winding-up under the Insolvency and Bankruptcy Code, 2016 is pending; has defaulted in filing of an annual return under section 92 or financial statement under section 137 of the Act within the specified period. Bharat Precision Engineering Ltd is currently not eligible to proceed with the direct listing on NSE IFSC on the following distinct statutory grounds: It has outstanding public deposits, which must be fully repaid/extinguished before applying. It violates the 'anti-contagion' rule because its promoter, Sikandar Rao, is also a promoter of Trident Alloys Ltd. which is currently under a capital market debarment order issued by SEBI. Although the loan default was cleared, the mandatory two-year 'cooling-off' period has not yet lapsed as company cleared a loan default with Punjab National Bank 18 months prior to the application date. Priya, the legal counsel, must advise the Board to defer the listing plan until the debarment order expires, the deposits are settled, and the 24-month window following the loan rectification is complete.