Overview: SEBI has constituted a working group to review the Innovators Growth Platform (IGP) under the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018. The review covers issuer and investor eligibility, public issues and offers for sale, pricing, allocation, minimum subscription, post-listing obligations and migration to the main board. The group, formed on 4 November 2026, will also examine overseas frameworks and recommend regulatory changes and implementation measures. Existing rules continue to apply.
The Securities and Exchange Board of India (SEBI) has constituted a working group on 4th November, 2026, to review the Innovators Growth Platform (IGP), including its suitability for research-stage, pre-revenue and deep-tech companies.
The review brings renewed attention to the challenges these businesses face when seeking access to the capital market. Many spend years developing technology and intellectual property before earning revenue. Clear ownership of that technology, accurate shareholding records and up-to-date statutory filings will therefore remain important when they approach investors or consider a future listing.
A deep-tech company may spend years developing a product, testing its technology and protecting its intellectual property before it earns revenue. During this period, its ownership records, funding arrangements and statutory filings can become complicated. These records matter when the company approaches investors or considers a future listing. SEBI’s latest review of the IGP brings the issue into focus for India’s research-led and technology-intensive businesses.
Why SEBI Is Reviewing the IGP Listing Framework
The IGP is a listing platform under Chapter X of the SEBI ICDR Regulations 2018. It is intended for companies that use technology, information technology, intellectual property, data analytics, biotechnology or nanotechnology intensively to provide products, services or business platforms with substantial value addition.
SEBI’s working group will examine whether the existing framework meets the needs of research-stage, pre-revenue, IP-led and other innovation-led businesses. Its review includes investor eligibility and participation, public issues and offers for sale, pricing, allocation, minimum subscription, post-listing disclosure and governance requirements. It will also consider the conditions for migration from the IGP to the main board.
These are matters under review. The constitution of the working group does not, by itself, amend the listing requirements. Companies must continue to comply with the regulations currently in force.
How Deep-Tech Startups Should Prepare for IGP Listing
1. Establish Ownership of Intellectual Property
A company should be able to show whether its patents, software, designs and other intellectual property belong to it or are used under a licence. This requires more than keeping copies of patent certificates. Founders should review the agreements under which the technology was developed and transferred to the company.
Where founders, employees or contractors have created work for the business, the relevant agreements should clearly record the intended ownership or usage rights. Third-party technology licences should also be checked for restrictions on commercial use, transfer and sublicensing.
For patents, Section 68 of the Patents Act 1970 requires an assignment or other interest to be recorded in writing and duly executed. Section 69 deals with registration of the resulting title or interest with the Controller. Companies should retain the relevant agreements and patent records.
2. Reconcile the Cap Table and Valuation Records
A cap table shows who holds the company’s shares and how ownership may change when convertible instruments are exercised or converted. It should be checked against the register of members, allotment and transfer records, board and shareholder approvals, and MCA filings. A cap table is a working record; it does not replace the statutory registers.
The fully diluted position should account for issued shares, employee stock options (ESOPs), Compulsorily Convertible Preference Shares (CCPS), convertible notes and other instruments that may convert into equity. Record the conversion terms and investor rights, and update the figures after each allotment, transfer, grant or conversion.
Keep valuation reports and supporting financial and transaction records with the relevant approvals. A registered-valuer report is required only where the applicable law or transaction calls for one; it is not a universal requirement for every startup.
3. Keep ROC Filings and Governance Records Current
Investors reviewing a company may examine its filing history as well as its shareholding. Companies should file financial statements in Form AOC-4 and annual returns in Form MGT-7 or MGT-7A, as applicable. One Person Companies and small companies use Form MGT-7A for their annual return.
Board minutes, shareholder resolutions, statutory registers and records of changes in directors or share capital should be properly maintained. Event-based filings with the Registrar of Companies (ROC) should also be completed within the prescribed time. Keep filed forms, acknowledgements and supporting approvals together so that the company’s records tell a consistent story.
Additional governance and secretarial-audit requirements depend on the company’s legal status and the applicable thresholds.
Setindiabiz Support
Setindiabiz provides company incorporation and ongoing corporate compliance services for businesses. Its work includes annual and event-based ROC filings, share allotments, share transfers and ESOP-related compliance. Its IPR services cover trademark registration, patent filing, copyright and design protection. Our experts also facilitate valuation and secretarial-audit services through qualified professionals wherever applicable.
These services address important parts of a company’s corporate records and statutory compliance. They do not replace the separate eligibility checks, disclosures and due diligence required for a securities listing.
FAQs
The IGP is a listing platform under Chapter X of the SEBI ICDR Regulations 2018. It is intended for eligible companies that use technology and intellectual property intensively in their products, services or business platforms.
At least 25% of the issuer’s pre-issue capital must have been held for at least one year, as on the date of filing the draft information document or draft offer document, by the investor categories specified in Regulation 283. These include Qualified Institutional Buyers (QIBs), Innovators Growth Platform Investors (IGPIs) and specified regulated entities. Promoter and promoter-group holdings are not counted towards this 25% requirement, even where the holders are registered as IGPIs.
The regulation also sets out financial eligibility criteria for IGPIs. These include specified income and liquid net-worth tests for individuals, and net-worth criteria for body corporates and family trusts.
No. SEBI has constituted a working group to review the framework. Any change will require further regulatory action. Companies must follow the existing requirements in the meantime.
No. Regulation 292 sets out conditions for migration, including a minimum listing period on the IGP, a prescribed shareholder count and other eligibility and compliance requirements. The company must also meet the applicable financial or alternative eligibility conditions and the requirements of the recognised stock exchange.
SEBI’s review may lead to changes in the way innovation-led companies raise capital and list on the IGP. Until any amendments are notified, the existing requirements remain the reference point. Founders should use this time to resolve gaps in IP ownership, shareholding records, valuation documents and ROC filings. These are not merely listing formalities; they form part of the company’s ongoing legal and corporate responsibilities.
