SEBI (Share Based Employee Benefits and Sweat Equity) (Amendment) Regulations, 2025

Notification/Circular No. F. No. SEBI/LAD-NRO/GN/2025/262 dated September 8, 2025
Applicable Act/Rule:
Securities and Exchange Board of India Act, 1992; Companies Act, 2013; Companies (Share Capital and Debentures) Rules, 2014
Applicable Section/Rule:
SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 – Regulation 9
Effective Date:
September 8, 2025

SEBI has issued amendments to the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 to clarify eligibility for employees identified as promoters or part of the promoter group in relation to an initial public offering (IPO).

After the existing regulation 9, a new regulation 9A is inserted as follows:
“9A. Employee identified as promoter or part of the promoter group in the draft offer document.
An employee who is identified as a “promoter” or part of the “promoter group” in the draft offer document filed by a company with the Board in relation to an initial public offering, and who was granted options, SAR or any other benefit under any scheme at least one year prior to filing of the draft offer document, shall be eligible to continue to hold and/or exercise such options, SAR or any other benefit, in accordance with its terms and subject to compliance with these regulations and other applicable laws.”

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