SEBI ICDR on WebNotes

How to apply for a Mainboard IPO on Zerodha

Tue, 12 May 2026 00:00:00 +0000

A mainboard Initial Public Offering is an IPO conducted on the main segment of the National Stock Exchange or the Bombay Stock Exchange, regulated under the SEBI (Issue of Capital and Disclosure Requirements) Regulations 2018 (ICDR). Mainboard issues differ from SME IPOs in minimum post-issue paid-up capital requirements, disclosure standards, and minimum subscription and allotment norms. This guide covers the full end-to-end procedure for a retail applicant applying through Zerodha using the UPI ASBA mechanism.

Non-Institutional Investor (NII)

Mon, 11 May 2026 00:00:00 +0000

A Non-Institutional Investor (NII), commonly referred to as a High Net-Worth Individual (HNI) in market practice, is an investor who applies for shares in a public issue in India for an aggregate bid value exceeding ₹2,00,000 and who does not fall within the definition of a Qualified Institutional Buyer (QIB). The category is implicitly defined in the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018 (SEBI ICDR) by exclusion: an investor is an NII if they are neither a Retail Individual Investor (RII) bidding within the ₹2,00,000 ceiling nor a QIB as defined in Regulation 2(zd). In a mainboard Initial Public Offering (IPO) conducted through the book-building route, at least 15 per cent of the net public offer is reserved for NIIs.

Non-Resident Indian (NRI)

Mon, 11 May 2026 00:00:00 +0000

A Non-Resident Indian (NRI) is an Indian citizen who is resident outside India as defined under the Foreign Exchange Management Act, 1999 (FEMA). In the context of Indian capital markets, NRI status determines the accounts through which an investor may hold rupee funds and securities in India, the regulatory permissions required to invest in equity, and the repatriation rights on investment proceeds. NRIs occupy a distinctive position in the investor-category framework of the Indian primary market: they are eligible to subscribe to Initial Public Offerings (IPOs) but are subject to exchange-control conditions that differ materially from those applicable to resident Indian investors, including restrictions on the use of UPI ASBA and conditions tied to whether the investment is made on a repatriation or non-repatriation basis.

Qualified Institutional Buyer (QIB)

Mon, 11 May 2026 00:00:00 +0000

A Qualified Institutional Buyer (QIB) is an institutional investor recognised by the Securities and Exchange Board of India (SEBI) as possessing the financial sophistication and regulatory oversight necessary to participate in the QIB portion of a mainboard Initial Public Offering (IPO) conducted through the book-building route. The category is defined in Regulation 2(zd) of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018 (SEBI ICDR) as an exhaustive enumeration of eligible entity types. In a mainboard book-built issue, at least 50 per cent of the net public offer is reserved for QIBs, making the QIB portion the largest of the three investor categories, the others being Non-Institutional Investors (NIIs, 15 per cent) and Retail Individual Investors (RIIs, 35 per cent).

Retail Individual Investor (RII)

Mon, 11 May 2026 00:00:00 +0000

A Retail Individual Investor (RII) is a natural person who applies for shares in a public issue in India for an aggregate application value not exceeding ₹2,00,000, and who is not a Qualified Institutional Buyer (QIB) or a Non-Institutional Investor (NII). The category is defined in Regulation 2(vv) of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018 (SEBI ICDR). In a mainboard Initial Public Offering (IPO) conducted through the book-building route, at least 35 per cent of the net public offer is reserved for the RII category, making it by far the most widely recognised investor segment in the Indian primary market.