Innovators Growth Platform: SEBI’s Listing Route for Tech Startups, Explained

The Innovators Growth Platform (IGP) is SEBI’s separate listing route for technology-heavy companies that cannot, or do not want to, pass the profit tests of a normal mainboard IPO. It sits in Chapter X of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, and the rules are built around one idea: if sophisticated investors have already backed the company with real money, ordinary retail buyers in small lots are kept out and big-ticket investors take the risk.

Most retail investors never meet this platform. That is partly by design. But it shows up in startup listing debates every few months, and the rules tell you a lot about how SEBI thinks about loss-making companies going public. So we went through the current regulation text, the March 21, 2026 consolidated version, clause by clause.

What the Innovators Growth Platform is and where it came from

The platform started life as the Institutional Trading Platform. A footnote in the ICDR text records that Chapter X was substituted and renamed “Innovators Growth Platform” with effect from April 5, 2019. NSE’s IGP FAQ says SEBI reviewed the old framework in a document dated December 12, 2018, and changed the eligibility rules, application size, allottee count, allocation, trading lot and migration rules along with the name.

NSE describes its IGP as “a carve-out within our Mainboard” for new-economy companies. In plain terms, the shares trade on the main exchange, but under a separate set of rules and with a much bigger minimum ticket.

The Hindustan Times reported in March 2021 that the platform “found few takers” after its 2019 launch, which pushed SEBI to loosen the rules that year. Experts quoted in that report linked the changes to Indian startups weighing listings in the US and Singapore.

Who can list: the eligibility test

Regulation 283(1) has two parts. The first is about the business. The issuer has to be “intensive in the use of technology, information technology, intellectual property, data analytics, bio-technology or nano-technology” and provide products, services or platforms with “substantial value addition”. A plain trading company or a conventional manufacturer does not fit.

The second part is about who already owns the company. On the date the draft document is filed with SEBI, at least 25% of the pre-issue capital must have been held for at least one year by one or more of these:

• Qualified Institutional Buyers (QIBs), such as mutual funds, banks and insurers.
• Innovators Growth Platform Investors, a category of accredited investors described below.
• Foreign Portfolio Investors.
• Pooled investment funds with assets under management of at least USD 150 million, registered with a financial regulator at home, from a country whose securities regulator has signed IOSCO’s multilateral MoU or a bilateral MoU with SEBI, and not from a jurisdiction flagged by the Financial Action Task Force.
• Any other class of investors SEBI specifies.

The one-year holding period used to be two years. The regulation’s footnote shows it was cut with effect from May 5, 2021, which matches the HT report of the board decision.

Two more conditions matter. Shares held by promoters and the promoter group do not count toward that 25%, even if a promoter is registered as an IGP investor. And no promoter or director of the issuer can be a fugitive economic offender.

Who counts as an Innovators Growth Platform Investor

The explanation under Regulation 283 sets out three types:

• An individual with total gross income of ₹50 lakh a year and a minimum liquid net worth of ₹5 crore.
• A body corporate with a net worth of ₹25 crore.
• A family trust with a net worth of ₹25 crore.

These investors get accredited through the stock exchanges or depositories. Before 2021 they were called “Accredited Investors”, and the old text capped their share of pre-issue capital at 10%. That cap is gone; the current text only excludes promoter holdings from the 25% count.

The whole platform rests on one trade-off: SEBI drops the profit test, and in return insists that serious money has already sat in the company for at least a year.

What does not apply on the IGP

Regulation 282 switches off two mainboard rules for these issuers. The first is Regulation 6(1) and 6(2), the eligibility conditions we covered in our piece on IPO eligibility norms, including the operating profit and net tangible asset tests. The second is Regulation 7(2), the cap on how much of the issue can go to general corporate purposes.

That second exemption is easy to miss. Startups often raise money for “growth” rather than a specific plant, and on the IGP they do not have to squeeze that into a fixed percentage.

A company that has given SR (superior voting rights) shares to its founders can still list here, but its IPO can offer only ordinary shares. Our explainer on superior voting rights shares covers how those founder shares work.

Two ways to get on: with or without an IPO

Listing without a public issue

A company can list on the IGP without selling any shares to the public. It files a draft information document with SEBI, gets in-principle approval from the exchange, and must list within 30 days of SEBI’s observations (or of the expiry of SEBI’s review period if no observations are issued). The usual IPO machinery, such as allotment, issue opening and closing, advertisements, underwriting and pricing, does not apply. Minimum public shareholding rules do not apply either.

The board, the CEO or managing director and the CFO must sign the information document and certify that the disclosures are true and correct. Anyone who authorised a document with a mis-statement is liable under securities law.

Listing through an IPO

If the company does raise money, the numbers in Regulations 285A to 287 kick in:

• Minimum offer size: ₹10 crore.
• Minimum application: ₹2 lakh, and in multiples of ₹2 lakh. It was ₹10 lakh before 2019.
• At least 50 allottees. The old figure was 200.
• Allotment to institutional and non-institutional investors is proportionate, and any shortfall in the non-institutional portion goes to institutions.
• Minimum public shareholding rules under the Securities Contracts (Regulation) Rules apply.

There is also a pre-issue discretionary route. The issuer may allocate up to 60% of the issue size, before the issue opens, to investors who meet the Regulation 283(1) list. They cannot pay less than other applicants, and each must apply for at least ₹50 lakh. This works much like an anchor book, a topic we covered in our note on the QIB portion in an IPO.

Regulation 282(3) says the platform is open to institutional and non-institutional investors. An older phrase, “and not to retail individual investors”, was dropped in 2019. In practice, though, a ₹2 lakh minimum application and a ₹2 lakh trading lot keep most small investors away.

A worked example with made-up numbers

Let us take a fictional company, call it Helix Genomics, to see how the rules stack up. Every figure here is an illustration, not real data.

Step 1: the 25% test. Helix has 10 crore shares before the issue. Founders hold 6 crore. A Category I AIF bought 2 crore shares 18 months ago, and a mutual fund bought 1 crore 14 months ago. An accredited angel holds 1 crore, bought eight months ago.

Founder shares do not count. The AIF and the mutual fund have held for over a year, so they give 3 crore shares, or 30% of pre-issue capital. The angel’s stake fails the one-year test today, but it is not needed. Helix clears the 25% bar.

Step 2: the IPO. Helix plans a ₹100 crore issue at ₹250 a share. That is above the ₹10 crore floor. One application of ₹2 lakh buys 800 shares (2,00,000 divided by 250), and bids go up in blocks of 800 shares.

Step 3: the discretionary book. Helix can place up to 60% of ₹100 crore, so ₹60 crore, with eligible investors before opening. At the ₹50 lakh minimum per investor, that book could have at most 120 investors (60 crore divided by 50 lakh). Realistically it will be a handful of funds writing bigger cheques.

Step 4: lock-ins. Here is where the numbers bite after listing:

• Under Regulation 288(1), the entire pre-issue capital is locked in for six months from the date of allotment. Founders’ 6 crore shares and the angel’s 1 crore cannot be sold for six months.
• The AIF’s 2 crore shares are exempt from the six-month rule. For Category I and II AIFs, VC funds and foreign VC investors, the condition is only a one-year lock-in from the date of purchase, and the AIF’s 18 months are already past that. The mutual fund is not on that exempt list, so its 1 crore shares sit in the six-month lock-in.
• Shares placed in the discretionary book follow the mainboard anchor investor rules in Schedule XIII: half are locked in for 90 days and the other half for 30 days from allotment.

So about 30 days after allotment, the first batch of discretionary shares is free to trade. Around day 90 the rest follows. And at six months, most of the pre-issue holdings unlock at once. Anyone buying on the IGP should pencil those dates in.

On a thin, big-ticket platform, the six-month unlock of the entire pre-issue capital is the date that matters most after listing.

Exit and delisting rules

A company that listed without an IPO can leave the platform if shareholders pass a special resolution by postal ballot with 90% of total votes in favour and a majority of non-promoter votes in favour, and the exchange approves.

If the exchange delists such a company for breaking listing conditions, any issuer promoted by its promoters and directors is barred from the IGP for five years. Independent directors of the delisted company are not caught by this bar.

HT’s 2021 report also covered changes outside the ICDR text: the open offer trigger for these startups was raised from 25% to 49% (unless control changes), and delisting was to be treated as successful once promoter holding plus tendered shares reached 75% and at least half the public shareholders’ shares were tendered and accepted.

Moving to the regular mainboard

Regulation 292 sets the bar for an IGP company that listed through an IPO to trade in the regular mainboard category. The basic conditions are:

• At least one year of listing on the IGP.
• At least 200 shareholders when it applies.
• The company, its promoters, promoter group and directors are not debarred by SEBI, and none is a wilful defaulter or fraudulent borrower or a fugitive economic offender.

On top of that it needs either the financial track record or institutional backing. The track record test asks for net tangible assets of at least ₹3 crore in each of the last three full years (no more than half in monetary assets), average operating profit of at least ₹15 crore over three years with a profit in each year, and net worth of at least ₹1 crore in each of the three years. A company that misses these must have 50% of its capital held by QIBs on the date of application. The old threshold was 75%.

Promoters must hold at least 20% of the capital after migration. If they fall short, certain investors, including AIFs, banks, insurers and non-individual public shareholders with at least 5% of post-issue capital, can fill a gap of up to 10% of total capital without being labelled promoters. A company with no identifiable promoter is exempt.

That 20% is locked in for three years from the date regular trading approval is granted, and any holding above 20% for one year. If the shares were already locked in for six months at the IGP listing, that period is deducted. And a company that has been on the IGP for three years or more faces no fresh lock-in on migration. Our guide to minimum promoter contribution explains how the same 20% idea works on a normal IPO.

What retail investors should take from this

For most of us, the IGP is something to understand rather than trade. The ₹2 lakh lot is a deliberate filter. These are companies that have skipped the profit tests, and SEBI has leaned on institutional investors to do the first round of checking.

If you ever do look at an IGP stock, a few things are worth checking in the offer or information document: who makes up the 25% qualifying holding and how long they have held it, the lock-in calendar we walked through above, the size of the discretionary book, and whether the company realistically has a path to the mainboard tests. Liquidity on a platform with only 50 required allottees can be thin, and market making is not mandatory here, as NSE’s FAQ points out, unlike on the SME platform.

For a wider view of how Indian IPOs are structured and priced, start with our IPO investing guide.

Disclaimer: This article is for education only and is not investment advice. Rules are summarised from SEBI’s ICDR Regulations as amended up to March 21, 2026 and can change; please read the latest regulation text and the relevant offer document, and consult a SEBI-registered adviser before investing.