Regulation 292 - Granting companies listed on the Innovators Growth Platform pursuant to an initial public offer, an option to trade under the regular category of the main board of the stock exchange - Securities And Exchange Board of India (Issue Of Capital And Disclosure Requirements) Regulations, 2018

1 [PART V: MIGRATION TO THE MAIN BOARD Granting companies listed on the Innovators Growth Platform pursuant to an initial public offer, an option to trade under the regular category of the main board of the stock exchange 292. (1) A company shall be eligible to trade under the regular category of the main board of the stock exchanges, subject to fulfillment of the conditions of the stock exchanges, if any, and the fulfillment of the following conditions: (a) It has listed its specified securities for a minimum period of one year on the Innovators Growth Platform of a recognised stock exchange; (b) It has minimum of two hundred shareholders, at the time of making the application for trading under the regular category; (c) The company, any of its promoters, promoter group or directors are not debarred from accessing the capital market by the Board; (d) None of the promoters or directors of the company is a promoter or director of any other company which is debarred from accessing the capital market by the Board; (e) The company or any of its promoters or directors is not a 3 [ wilful defaulter or a fraudulent borrower ] ; and (f) None of the promoters or directors of the Company is a fugitive economic offender. Explanation : The restrictions under (c) and (d) above shall not apply to persons or entities mentioned therein, who were debarred in the past by the Board and the period of debarment is over as on the date of application for migration of trading to the regular category of the main board of the stock exchange. Eligibility requirements (2) A company shall be eligible to trade under the regular category of the main board of the stock exchanges, only if: (a) it has net tangible assets of atleast three crore rupees, calculated on a consolidated basis, in each of the preceding three full years (of twelve months each), of which not more than fifty per cent. are held in monetary assets; (b) it has an average operating profit of atleast fifteen crore rupees, calculated on a consolidated basis, during the preceding three years (of twelve months each), with operating profit in each of these preceding three years; (c) it has a net worth of atleast one crore rupees in each of the preceding three full years (of twelve months each), calculated on a consolidated basis; and (d) in case it has changed its name within the last one year, atleast fifty per cent of the revenue, calculated on a consolidated basis, for the preceding one full year has been earned by it from the activity indicated by its new name. 2 [ (3) A company not satisfying the conditions laid down under sub-regulation (2) of regulation 292 , shall, as on date of application for migration under the regular category, have fifty per cent of its capital held by Qualified Institutional Buyers. ] Minimum promoters contribution (4) The promoters of the company shall hold atleast twenty per cent of the total capital: Provided that in case the total capital held by the promoters is less than twenty per cent, alternative investment funds or foreign venture capital investors or scheduled commercial banks or public financial institutions or insurance companies registered with Insurance Regulatory and Development Authority of India 4 [ or any non-individual public shareholder holding at least five per cent. of the post-issue capital or any entity (individual or non-individual) forming part of promoter group other than the promoter(s) ] may contribute to meet the shortfall in minimum contribution as specified, subject to a maximum of ten per cent of the total capital without being identified as promoter(s): Provided further that the requirement of minimum promoters contribution shall not apply in case a company does not have any identifiable promoter. Lock-in period (5) (a) The minimum promoters contribution including contribution made by alternative investment funds or foreign venture capital investors or scheduled commercial banks or public financial institutions or insurance companies registered with the Insurance Regulatory and Development Authority of India 5 [ or any non-individual public shareholder holding at least five per cent. of the post-issue capital or any entity (individual or non-individual) forming part of promoter group other than the promoter(s) ] , shall be locked in for a period of three years from the date on which trading approval in regular category of main board is granted, and any excess over and above the 20% of promoter s holding shall be locked-in for a period of one year. (b) Wherever the contributions made by such entities had been locked-in for a period of six months at the time of listing of shares of the Company on the Innovators Growth Platform, and the company is desirous of migrating to the regular trade category of the main board after completion of listing on the Innovators Growth Platform for one year, such period shall be deducted from the stipulated lock-in requirement of three years and one year, as may be applicable. (c) The condition of lock in would not apply to a Company which has been listed on the Innovators Growth Platform for a minimum period of three years or more. ] ************* NOTES:- 1. Substituted vide NOTIFICATION No. SEBI/LAD-NRO/GN/2019/35 dated 23-09-2019 before it was read as, Migration to the main board 292.An issuer that has listed its specified securities on a recognised stock exchange may at its option migrate to the main board of that recognised stock exchange after expiry of three years from the date of listing subject to compliance with the eligibility requirements of the stock exchange. 2. Substituted vide Notification No. SEBI/LAD-NRO/GN/2021/18 dated 05-05-2021 before it was read as (3) A company not satisfying the conditions laid down under sub-regulation (2) of regulation 292, shall, at the time of applying to trade under the regular category, have seventy five per cent. of its capital, as on date of application for migration, held by Qualified Institutional Buyers. 3. Substituted vide Notification No. SEBI/LAD-NRO/GN/ 2022/ 63 dated 14-01-2022 before it was read as wilful defaulter 4. Inserted vide Notification No. SEBI/LAD-NRO/GN/2024/178 dated 17-05-2024 5. Inserted vide Notification No. SEBI/LAD-NRO/GN/2024/178 dated 17-05-2024