The ordinary gateway to India's primary market is built on profit: a main-board issuer must parade three years of operating profit and net tangible assets before it may ask the public for money. But the firms that drive the modern economy - technology, intellectual property, data analytics, biotechnology and nano-technology ventures - characteristically burn cash for years before they turn a rupee of profit, while attracting precisely the sophisticated, professional capital that an unprofitable balance sheet would otherwise deter. Chapter X of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018 answers that mismatch with the Innovators Growth Platform (IGP): a bespoke listing route where eligibility turns not on past profits but on the prior backing of qualified, accredited and institutional investors, and where retail access is deliberately rationed behind a high minimum-application wall. This chapter traces the IGP from its origin in the failed Institutional Trading Platform, through Regulation 283's distinctive eligibility test, the issue-size and allotment norms in Regulations 285A to 287, the lock-in, migration, delisting and takeover relaxations, to the superior-voting-rights overlay - and threads the regulatory philosophy the courts have built around access to public capital.
From the Institutional Trading Platform to the IGP
The Innovators Growth Platform did not spring up fully formed. Its ancestor was the Institutional Trading Platform (ITP), introduced by SEBI in 2015 as a listing venue for new-age, knowledge-intensive entities that could not satisfy the conventional profitability gateway. The ITP was, by common consensus, a regulatory dead letter - not a single company listed on it during its life. SEBI revived the concept through the ICDR amendment dated 5 April 2019, renaming the venue the Innovators Growth Platform and substantially recalibrating its conditions. The amendment relocated the relevant provisions into what is now Chapter X of the 2018 Regulations.
The eligible universe is deliberately confined. Chapter X is open to an issuer that is intensive in its use of technology, information technology, intellectual property, data analytics, bio-technology or nano-technology to provide products, services or business platforms with substantial value addition. The platform is thus a sectoral carve-out from the general scheme: it does not replace the main-board eligibility code examined in Eligibility for IPO, but sits beside it as a parallel, relaxed route for a defined class of innovators. For the architecture of the Regulations as a whole and the policy that animates them, see Introduction and Object.
Why innovators need a separate gateway
The justification for a separate platform is the same information-asymmetry logic that drives the entire ICDR edifice, but inverted. The Supreme Court in Sahara India Real Estate Corporation Ltd. v. SEBI, (2013) 1 SCC 1, decided on 31 August 2012, located SEBI's jurisdiction over public fund-raising in a preventive, plenary logic of investor protection: the disclosure and eligibility regime exists precisely so that the unregulated extraction of public savings is the exception. The conventional answer to that asymmetry is a profitability track record - a proxy for the financial substance that protects a dispersed, uninformed public.
An innovator that is structurally loss-making at the listing stage cannot offer that proxy. The IGP substitutes a different one: the prior investment judgment of sophisticated, professional investors who have already vetted the issuer and put their own capital at risk. If qualified institutional buyers, accredited investors and regulated funds have collectively backed the issuer, the platform reasons, that informed pre-issue confidence is an adequate surrogate for the regulatory comfort of past profits. The retail public is then admitted only behind a high minimum-application threshold, ensuring that those who do subscribe are themselves financially substantial. The IGP is therefore not a relaxation of investor protection but a re-engineering of its mechanism - peer vetting in place of profit, and rationed retail access in place of an open one.
Eligible issuers and the threshold prohibitions
An issuer seeking access to the IGP must first fall within the technology-intensive description, and must additionally satisfy threshold integrity and structural conditions analogous to those on the main board. The issuer, its promoters, promoter group, directors and selling shareholders must not be debarred from accessing the capital market, must not be wilful defaulters or fraudulent borrowers, and none of the promoters or directors may be a fugitive economic offender within the meaning of the Fugitive Economic Offenders Act, 2018 - the integrity filter that mirrors Regulation 7 of the main-board code discussed in Eligibility for IPO.
The defining substantive condition, however, is not financial strength but shareholder pedigree. The IGP route is available whether or not the issuer makes a public issue: an issuer may either list its specified securities on the platform without a public issue, or make an initial public offer on the platform. The distinguishing feature in either case is the eligibility test in Regulation 283, which screens the issuer not by what it has earned but by who has chosen to own it.
The Regulation 283 eligibility test
Regulation 283 is the heart of Chapter X. As originally framed in the 2019 amendment, an issuer was eligible to list on the IGP if, as on the date of filing of the draft information document or draft offer document with the Board, at least twenty-five per cent of its pre-issue capital had been held, for a period of at least two years, by eligible investors. The pre-issue confidence of professional capital, sustained over time, was thus the substitute gate for the profitability gate.
The class of eligible investors was carefully constructed. It comprised qualified institutional buyers; a family trust with a net worth of more than five hundred crore rupees; an accredited investor for the limited purpose of the IGP - being an individual with total gross income of fifty lakh rupees annually and a minimum liquid net worth of five crore rupees, or a body corporate with a net worth of twenty-five crore rupees - subject to the important limitation that the holding of accredited investors could be counted only up to ten per cent of the twenty-five per cent pre-issue capital; and various regulated entities, including foreign portfolio investors and pooled investment funds with minimum assets under management of one hundred and fifty million US dollars. The two-year holding requirement and the ten-per-cent cap on accredited investors were the structural guards against a contrived, last-minute assembly of qualifying shareholders. The definitional building blocks - qualified institutional buyer, foreign portfolio investor, promoter group - are explained in Definitions and Scope.
The 2021 recalibration of Regulation 283
The IGP, like its predecessor, struggled to attract listings. Following a consultation in December 2020, SEBI relaxed Regulation 283 in 2021 to widen the funnel. The pre-issue holding period was reduced from two years to one year, so that the qualifying twenty-five-per-cent block need only have been held by eligible investors for at least a period of one year before filing. The category of eligible investors was rationalised - the nomenclature shifted from accredited investors to a broader notion of IGP investors counting toward the full twenty-five per cent, and the punitive ten-per-cent cap that had previously restricted accredited-investor holdings was removed.
The family-trust threshold was slashed in parallel, from a net worth of more than five hundred crore rupees to twenty-five crore rupees, opening the gate to a far larger pool of qualifying trusts. Holdings of the promoters and the promoter group were expressly excluded from the qualifying twenty-five per cent even where they would otherwise have been registered as eligible investors, preserving the logic that the gate must be cleared by genuinely external, professional confidence rather than insider self-certification. For the examination candidate, the discipline is to know both the 2019 baseline and the 2021 relaxation, because the figures - two years versus one year, five hundred crore versus twenty-five crore - are precisely the kind of contrast that is tested.
Issue size, minimum application and allottees
Where the issuer makes a public issue on the IGP, Chapter X prescribes its own size and granularity norms, calibrated to the platform's sophisticated-investor premise. Regulation 285A fixes the minimum offer size at ten crore rupees. The minimum application size under Regulation 286 is two lakh rupees and in multiples thereof - a deliberately high floor (reduced from the ten-lakh-rupee figure that governed the erstwhile ITP) that screens the retail public so that those who subscribe are themselves financially substantial. This high application wall is the demand-side counterpart of the supply-side eligibility test: just as the issuer must have been backed by professional pre-issue capital, the subscribing public is filtered to those who can write a two-lakh-rupee cheque.
The minimum number of allottees in an IGP public issue is fifty, under Regulation 287 - reduced from the two-hundred-allottee floor that the same provision prescribes for a main-board issue. The contrast is instructive: the main board demands breadth of public participation, while the IGP, premised on a narrower and wealthier pool, demands far less. Allotment on the IGP proceeds on a proportionate basis, and the platform dispenses with the rigid category reservations - the qualified institutional buyer, non-institutional and retail buckets - that structure a main-board allotment.
Pre-issue discretionary allotment to eligible investors
A distinctive flexibility of the IGP is the room it gives an issuer to place a significant slice of the offer with chosen institutional and accredited investors before the issue opens. In its recalibrated form the framework permits an issuer to allot up to sixty per cent of the issue size on a discretionary basis, prior to the opening of the issue, to eligible investors - with a lock-in on the shares so allotted. The minimum application for such discretionary pre-issue allotment is fifty lakh rupees.
The rationale is to allow an issuer to lock in anchor-like commitments from precisely the sophisticated investors whose participation underpins the platform's logic, while the discretionary nature of the allotment is tempered by the lock-in and by the eligible-investor gate. This is conceptually adjacent to, but distinct from, the anchor-investor mechanism that operates in main-board book-building; the IGP version is broader in the proportion it permits and is woven directly into the platform's eligible-investor architecture rather than bolted onto a book-built process.
The lock-in regime on the IGP
To prevent an immediate post-listing exit by the very shareholders whose holding established the issuer's eligibility, Chapter X imposes a lock-in on the entire pre-issue capital. The baseline is a lock-in of six months from the date of allotment or from the date of listing, as the case may be. The relatively short six-month period reflects the platform's premise that its shareholders are sophisticated and that a long lock-in would deter the very investors the platform courts.
The regime carves out longer-standing patient capital. Shares held by venture capital funds, Category I alternative investment funds and foreign venture capital investors are subject to a lock-in computed differently - reckoned with reference to a period of holding from the date of their purchase, so that funds which have already held the shares for the requisite period are not subjected to a fresh six-month freeze. The 2021 review extended comparable treatment to Category II alternative investment funds. The lock-in is the bridge between the eligibility test and market reality: it ensures that the professional confidence that opened the gate is not cashed out the moment the public has entered. The general philosophy of promoter and pre-issue lock-in across the Regulations is developed in Promoters' Contribution and Lock-in.
Migration from the IGP to the main board
The IGP is conceived as a stepping stone, not a permanent destination. Chapter X provides, in Regulations 292 and 293, a route by which an issuer listed on the IGP may migrate to the main board of a stock exchange once it has matured. An issuer that satisfies the ordinary main-board eligibility conditions - the profitability thresholds and other requirements examined in Eligibility for IPO - may migrate on meeting those norms together with a minimum public-shareholder count.
For the issuer that still cannot meet the profitability gate, an alternative migration route turns once again on professional confidence. Originally, migration was permitted where at least seventy-five per cent of the issuer's capital, after the proposed migration, was held by qualified institutional buyers. The 2021 review relaxed this threshold to fifty per cent, easing the path from the platform to the main board. The migration provisions thus close the loop on the platform's design: an innovator enters on the strength of sophisticated backing, develops on the IGP, and graduates to the main board either by acquiring the profit record the main board demands or by demonstrating that institutional ownership remains dominant.
Delisting and exit from the IGP
Recognising that the standard delisting machinery - the reverse book-building process and a ninety-per-cent acquirer-shareholding threshold under the Delisting Regulations - is ill-suited to a platform with a concentrated, sophisticated shareholder base, Chapter X provides a bespoke exit. The 2021 framework permits an IGP company to delist on a special resolution approved by the requisite majority, with a lower success threshold than the main-board norm: an offer is treated as successful where the post-offer acquirer shareholding reaches seventy-five per cent of the total issued shares (against the ninety-per-cent main-board figure), provided that at least fifty per cent of the shares held by public shareholders are tendered and accepted.
The relaxation reflects the platform's structural reality. Where the bulk of the capital is held by a handful of institutional and accredited investors, insisting on a ninety-per-cent threshold and a full reverse-book-building auction would make exit practically impossible and trap both issuer and investors. The IGP exit calibrates the delisting discipline to the platform's ownership profile while preserving a public-shareholder protection in the fifty-per-cent tender condition.
Takeover-code relaxations for IGP companies
The Substantial Acquisition of Shares and Takeovers (SAST) Regulations, 2011 protect public shareholders of a listed company by compelling an open offer when an acquirer crosses defined shareholding triggers - ordinarily twenty-five per cent for the substantial-acquisition trigger. For an IGP company, however, the concentration of holding among eligible investors makes the ordinary twenty-five-per-cent trigger unworkable, since the founding institutional shareholders may already sit close to or above it.
The framework therefore relaxes the open-offer trigger for IGP companies, raising it so that an open offer is attracted only at a substantially higher level of shareholding - the December 2020 review moved the trigger from twenty-five per cent to forty-nine per cent - and correspondingly recalibrating the disclosure thresholds upward. The logic mirrors the delisting relaxation: a takeover code designed for a dispersed public float cannot be applied unmodified to a venue whose defining feature is concentrated, sophisticated ownership. The relaxations preserve the protective purpose of the SAST Regulations while adapting the numerical triggers to the platform's reality.
The superior voting rights overlay
Layered onto the IGP-eligible class of technology companies is SEBI's framework for shares with superior voting rights (SR shares), introduced through amendments notified in 2019. By a press release dated 27 June 2019 and a gazette notification dated 29 July 2019, SEBI amended the ICDR, LODR, Buy-Back, SAST and Delisting Regulations to permit a technology company - defined by reference to the IGP's intensive-use-of-technology description - to issue shares carrying superior voting rights to its promoters or founders holding an executive position.
The device addresses a recurring anxiety of founder-led innovators: that raising successive rounds of capital dilutes the founder's control and exposes the venture to short-termist pressure at precisely the growth stage when founder vision is most valuable. SR shares let an eligible founder retain disproportionate voting control after listing, subject to stringent safeguards - enhanced corporate-governance standards, a sunset on the superior rights, and coat-tail provisions equalising SR and ordinary shares for specified critical resolutions. The SR-share framework is conceptually conjoined to the IGP because both are built on the same definition of the technology company and both pursue the same end: making India's public markets hospitable to founder-led innovation. The disclosure obligations that attend such a capital structure are developed in Disclosure in the Draft Red Herring Prospectus.
Disclosure and integrity on a relaxed platform
Relaxed eligibility does not mean relaxed honesty. The principle that the financials and representations an issuer parades must be true and fair applies to the IGP with full force. In N. Narayanan v. Adjudicating Officer, SEBI, (2013) 12 SCC 152, decided on 26 April 2013, the Supreme Court upheld SEBI's action against a director and promoter for fabricated financial disclosures, observing that disclosure and transparency are the two pillars on which market integrity rests, and that directors bear an affirmative duty to ensure that financial statements present a true and fair view. On a platform that admits loss-making issuers on the strength of who owns them rather than what they have earned, the integrity of the eligible-investor representations and of the information document is, if anything, more load-bearing than on the main board.
The relationship of trust between a market participant and the regulator was put trenchantly by the Bombay High Court in MCX Stock Exchange Ltd. v. SEBI (decided 14 March 2012), where the Court held that dealings with the regulator rest on utmost good faith and a duty of full and honest disclosure of all material facts. Although that case concerned a stock exchange's recognition rather than an IGP issuer, the principle travels: an IGP issuer that misrepresents the holding or qualifications of its eligible investors to clear Regulation 283 is, in substance, ineligible, and the relaxed numerical gate is no shelter for a dishonest one.
Putting it together: screening an IGP candidate
An adviser screening a candidate for the Innovators Growth Platform runs the analysis in sequence. First, the sectoral gate: is the issuer intensive in its use of technology, information technology, intellectual property, data analytics, bio-technology or nano-technology with substantial value addition? An issuer outside that description belongs on the main board or the SME platform, not the IGP. Second, the integrity gate: are the issuer, promoters, promoter group, directors and selling shareholders free of SEBI debarment, wilful-default tagging and fugitive-economic-offender status?
Third, the defining Regulation 283 test: has at least twenty-five per cent of the pre-issue capital been held by eligible investors - qualified institutional buyers, qualifying family trusts, accredited or IGP investors, regulated funds - for the requisite holding period (two years under the 2019 baseline, one year after the 2021 relaxation), excluding promoter and promoter-group holdings? Fourth, the issue mechanics, if a public issue is proposed: minimum offer size of ten crore rupees (Regulation 285A), minimum application of two lakh rupees (Regulation 286), minimum of fifty allottees (Regulation 287), proportionate allotment without category reservations, and the lock-in on pre-issue capital. Only an issuer that clears each gate may list, after which the migration, delisting, takeover and superior-voting-rights overlays govern its life on the platform. For the broader scheme into which this fits, return to the SEBI ICDR notes hub.
Frequently asked questions
What is the Innovators Growth Platform and which issuers can use it?
The IGP, governed by Chapter X of the SEBI (ICDR) Regulations, 2018, is a specialised listing platform for issuers intensive in their use of technology, information technology, intellectual property, data analytics, bio-technology or nano-technology with substantial value addition. It was introduced by the ICDR amendment dated 5 April 2019, replacing the earlier Institutional Trading Platform (ITP) of 2015, which had attracted no listings. The IGP lets such innovators list without satisfying the conventional profitability gateway that governs the main board.
What is the eligibility test under Regulation 283 of the ICDR Regulations?
Regulation 283 requires that, as on the date of filing the draft information or offer document, at least twenty-five per cent of the issuer's pre-issue capital has been held - originally for two years, relaxed to one year in 2021 - by eligible investors. These include qualified institutional buyers, a family trust (net worth originally above five hundred crore rupees, reduced to twenty-five crore rupees in 2021), accredited or IGP investors, and regulated funds such as FPIs and pooled investment funds with AUM above 150 million US dollars. Promoter and promoter-group holdings are excluded from this twenty-five per cent.
What are the minimum offer size, application size and number of allottees on the IGP?
Under Regulation 285A the minimum offer size for an IGP public issue is ten crore rupees. Regulation 286 fixes the minimum application size at two lakh rupees and in multiples thereof - a high floor (reduced from the earlier ten-lakh figure) that screens the retail public to financially substantial subscribers. Regulation 287 sets the minimum number of allottees at fifty, against the two-hundred-allottee floor that the same provision prescribes for a main-board issue. Allotment is proportionate, without the rigid QIB, non-institutional and retail category reservations of a main-board allotment.
How does an IGP company migrate to the main board?
Under Regulations 292 and 293 an IGP-listed issuer may migrate to the main board either by satisfying the ordinary main-board profitability and eligibility conditions together with a minimum public-shareholder count, or through an alternative route resting on institutional ownership. The alternative route originally required at least seventy-five per cent of the post-migration capital to be held by qualified institutional buyers; the 2021 review relaxed this threshold to fifty per cent, easing the graduation from the platform to the main board.
Why does an IGP issuer still owe full disclosure despite relaxed eligibility?
Relaxed eligibility does not dilute the duty of honesty. In N. Narayanan v. Adjudicating Officer, SEBI, (2013) 12 SCC 152, the Supreme Court held that disclosure and transparency are the two pillars on which market integrity rests and that directors must ensure financial statements present a true and fair view. The Bombay High Court in MCX Stock Exchange Ltd. v. SEBI (14 March 2012) similarly held that dealings with the regulator rest on utmost good faith and full disclosure of material facts. An issuer that misrepresents its eligible-investor holding to clear Regulation 283 is in substance ineligible.
What are SR shares and how do they connect to the IGP?
Shares with superior voting rights (SR shares) were permitted by SEBI through a framework announced on 27 June 2019 and notified by gazette on 29 July 2019, amending the ICDR, LODR, Buy-Back, SAST and Delisting Regulations. They allow a technology company - defined by the same intensive-use-of-technology description used for the IGP - to issue disproportionate-voting shares to a promoter or founder in an executive position, subject to enhanced governance standards, a sunset clause and coat-tail protections. The device lets founder-led innovators retain control after listing, addressing the dilution that successive funding rounds cause.