Explore the defined investor categories in Indian IPOs, their characteristics, allocation eligibility, and roles in public market participation.
Quick Links
When a company issues shares to the public for the first time through an Initial Public Offering (IPO), investor participation is structured under defined regulatory categories. In India, the Securities and Exchange Board of India (SEBI) classifies IPO applicants into distinct investor categories to ensure orderly allocation and broad-based market participation. Each category operates under specific eligibility thresholds, reservation norms, and allotment mechanisms, which together govern how IPO applications are processed under the SEBI regulatory framework.
Public issues in India are structured to allow participation from different investor groups, each defined under SEBI’s Issue of Capital and Disclosure Requirements (ICDR) Regulations. These categories determine eligibility limits, reservation percentages, and allotment mechanisms during an IPO.
Retail Individual Investors represent the retail investors in IPOs who apply within the prescribed monetary limit set by SEBI.
Retail Individual Investors are non-institutional applicants whose total application amount does not exceed ₹2,00,000 in a single IPO.
Who qualifies as an RII
Resident individual investors
Non-Resident Indians (NRIs)
Hindu Undivided Families (HUFs), applying through the Karta
Key characteristics
Application limit: Up to ₹2,00,000 per IPO
Reservation: Minimum 35% of the issue size is reserved for this category
Pricing option: Eligible to apply at the cut-off price in book-built issues
Allotment method: Allotment is conducted through a computerised draw of lots when the issue is oversubscribed
Applications in this category can be submitted through ASBA-enabled bank accounts or UPI-linked demat platforms.
Read more about Retail Individual Investors
Non-Institutional Investors include applicants whose investment amount exceeds the retail threshold of ₹2,00,000.
Who qualifies as an NII
Individuals applying for more than ₹2,00,000
HUFs, NRIs, companies, trusts, and societies applying above the retail limit
Key characteristics
Reservation: Minimum 15% of the total issue size
Pricing requirement: Bids must specify a price within the price band; the cut-off option is not available
Allotment method: Shares are allotted on a proportionate basis in case of oversubscription
Bid revision: Allowed during the issue period as per exchange rules; no changes are permitted after issue closure
This category is often referred to as the HNI segment in IPO subscription data published by stock exchanges.
Qualified Institutional Buyers are regulated entities with institutional investment capabilities and oversight.
Who qualifies as a QIB
Mutual funds
Scheduled commercial banks
Insurance companies
Public financial institutions
Foreign Portfolio Investors (FPIs)
Pension and provident funds meeting prescribed corpus thresholds
Key characteristics
Reservation: At least 50% of the net offer is reserved for Qualified Institutional Buyers as per SEBI ICDR norms.
Pricing requirement: Bids must be placed at a specific price within the band
Allotment method: Proportionate allocation based on bids received
Bid modification: Permitted during the bidding window; no withdrawal after issue closure
QIB participation is disclosed daily during the subscription period and forms part of the book-building process data published by exchanges.
Anchor Investors are a sub-category of Qualified Institutional Buyers who are allotted shares prior to the public opening of an IPO.
Eligibility
Only entities qualifying as QIBs
Minimum application size: ₹10 crore
Key characteristics
Allocation limit: Up to 60% of the QIB portion may be allocated to anchor investors
Timing: Allotment is completed one working day before the IPO opens to the public
Lock-in:
50% of anchor allocation is subject to a 90-day lock-in
Remaining 50% carries a 30-day lock-in
Disclosure: Anchor investor details are published in the Red Herring Prospectus (RHP) and stock exchange filings
Anchor allocations form part of the institutional book and do not alter the issue price or public subscription process.
This category covers specific reservations that may be offered by the issuing company to employees and, in certain cases, to existing shareholders of a promoter or group entity, as disclosed in the offer document.
Eligibility
Employees: Permanent employees of the issuing company or its subsidiaries, as specified in the prospectus
Shareholders: Equity shareholders of the identified parent or group company as on the record date mentioned in the offer document
Key characteristics
Reservation: Allocation size is determined by the issuer and disclosed in the prospectus; there is no uniform percentage prescribed across IPOs
Pricing: Shares under this category may be offered at a price different from the public issue price, subject to SEBI-permitted limits and disclosures
Allotment basis: Allocation is made in accordance with the category-specific terms outlined in the offer document
Lock-in: Shares may be subject to lock-in requirements, depending on SEBI regulations and issue-specific conditions
Employee and shareholder reservations, where provided, form part of the overall issue structure and operate within the regulatory framework governing public issues, without affecting the allocation methodology of retail, non-institutional, or institutional investor categories.
The table below outlines how investor categories in an IPO differ based on application limits and reservation norms prescribed under SEBI regulations:
| Investor Type | Investment Limit | Reservation % |
|---|---|---|
Retail Investors |
Up to ₹2 Lakhs |
Minimum 35% |
Non-Institutional |
Over ₹2 Lakhs |
Minimum 15% |
QIBs |
No upper limit |
Minimum 50% (In book-built IPOs) |
Anchor Investors |
₹10 Crores+ |
Up to 60% of the QIB portion |
Employees/Shareholders |
As specified in the offer |
As disclosed in the prospectus |
Additional classification details:
Cut-off price eligibility: Only Retail Individual Investors are permitted to apply at the cut-off price. Other categories must bid at a specified price within the price band. Cut-off eligibility for employee or shareholder categories depends on the terms disclosed in the offer document.
Allotment Type:
Retail Individual Investors: Lottery-based allotment for the minimum lot size in oversubscribed issues
Non-Institutional Investors and QIBs: Proportionate allotment
Anchor Investors: Allocation as part of the institutional book prior to IPO opening
Employees / Shareholders: Allotment as per category-specific terms disclosed in the prospectus
Note:
These distinctions reflect category-wise participation structures defined under the IPO regulatory framework
Participation in an IPO requires the following, irrespective of investor category:
A trading account with a SEBI-registered broker
A demat account for holding shares electronically
Access to UPI or ASBA-enabled bank accounts
RIIs may apply via mobile trading apps or internet banking. NIIs and QIBs often apply through institutional brokerage channels with detailed bidding strategies.
SEBI’s Role in IPO Investor Regulation
SEBI’s IPO framework establishes regulatory standards governing investor participation, including:
Allocation norms across investor categories
Disclosure and transparency requirements in the book-building process
Investor protection mechanisms
Minimum public shareholding thresholds for listing
Each investor category is clearly defined in the SEBI (Issue of Capital and Disclosure Requirements) Regulations.
Investor category classification determines how IPO applications are processed under regulatory norms. Category identification affects:
The applicable investment limit
The reservation pool under which the application is considered
The allotment mechanism applied in case of oversubscription
Applications submitted under an incorrect category, such as exceeding the retail investment limit while applying as a Retail Individual Investor, may be rejected or treated as invalid in accordance with SEBI rules.
IPOs provide a regulated mechanism for companies to raise capital and for different categories of investors to participate in public markets. Investor classification in IPOs—from Retail Individual Investors to Qualified Institutional Buyers and anchor investors—defines eligibility, reservation limits, and allotment procedures. Understanding these category distinctions provides context on how applications are evaluated and processed under SEBI’s regulatory framework.
This content is for informational purposes only and the same should not be construed as investment advice. Bajaj Finserv Direct Limited shall not be liable or responsible for any investment decision that you may take based on this content.
Retail applications are capped at ₹2 lakh per application and can be submitted at the cut-off price, with allotment done through a lottery when oversubscribed. HNI applications exceed ₹2 lakh, require bidding at a specified price, and allotment is made on a proportionate basis.
The HNI category includes investors applying for more than ₹2 lakh worth of shares. Allotment in this category follows a proportionate method based on the number of shares applied for, subject to the category’s reservation and SEBI-prescribed rules.
Retail Individual Investors apply up to ₹2 lakh and receive allotment through a lottery in oversubscribed issues, while Non-Institutional Investors apply above ₹2 lakh and receive shares on a proportionate basis, with no option to bid at the cut-off price.
Yes, NRIs can apply under the RII or NII category, based on their investment amount and eligibility.
No, only select companies include these categories. They are clearly mentioned in the IPO prospectus.
No. An individual or entity can apply under only one category per PAN. Multiple applications across categories are not allowed.
Anchor investors may receive allotment subject to bids submitted, issuer discretion, and SEBI-prescribed allocation norms. Allotment is not automatic and is finalised in accordance with the institutional book-building process.
Applications submitted under multiple categories (e.g., retail and HNI) using the same PAN are treated as a single application, as per SEBI rules. Only one valid category application is considered for allotment, with duplicates rejected to ensure fairness and compliance with regulatory guidelines.
Anchor investors, who fall under the Qualified Institutional Buyer category, are allotted shares one working day prior to the IPO opening. Allotment is made at a fixed price within the IPO price band based on bids received and in line with SEBI regulations, with details disclosed in exchange filings.
IPO investors are classified into three main types: Retail Individual Investors (RII), Non-Institutional Investors (NII), and Qualified Institutional Buyers (QIB). RIIs invest up to ₹2 Lakhs, NIIs (including HNIs) invest above ₹2 Lakhs, and QIBs include institutions like mutual funds, all governed by SEBI regulations.
Institutional investors, classified as Qualified Institutional Buyers (QIBs), include regulated entities such as mutual funds, banks, and insurance companies. Non-institutional investors (NIIs) include individuals and entities applying for amounts above the retail threshold. Each category has separately defined allocation norms under SEBI’s IPO regulations.
Investors in IPOs are classified by SEBI as Retail Individual Investors (RIIs, investing up to ₹2 Lakhs), Non-Institutional Investors (NIIs, investing above ₹2 Lakhs), and Qualified Institutional Buyers (QIBs, institutional entities). Each category has reserved share quotas to ensure fair allotment in the subscription process.