Regulatory Alerts2025-09-08
Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) (Amendment) Regulations, 2025
The Securities and Exchange Board of India issued the 2025 Amendment Regulations to modify the 2021 Share Based Employee Benefits and Sweat Equity Regulations. The amendment inserts a new Regulation 9A that permits employees identified as promoters or part of the promoter group in an IPO draft offer document to hold or exercise previously granted options, SARs, or benefits. This eligibility is conditional upon the benefits being granted at least one year prior to the filing of the draft offer document and compliance with all applicable laws.
5966 GI/2025 (1) REGD. No. D. L.-33004/99 xxxGIDHxxx xxxGIDExxx EXTRAORDINARY PART III—Section 4 PUBLISHED BY AUTHORITY
SECURITIES AND EXCHANGE BOARD OF INDIA NOTIFICATION Mumbai, the 8th September, 2025
SECURITIES AND EXCHANGE BOARD OF INDIA (SHARE BASED EMPLOYEE BENEFITS AND SWEAT EQUITY) (AMENDMENT) REGULATIONS, 2025
F. No. SEBI/LAD-NRO/GN/2025/262.—In exercise of the powers conferred by sections 11, 11A and 30 of the Securities and Exchange Board of India Act, 1992 (15 of 1992) read with sections 54 and 62 of the Companies Act, 2013 (18 of 2013) and rules 8 and 12 of the Companies (Share Capital and Debentures) Rules, 2014, the Board hereby makes the following regulations to amend the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, namely, –
- These regulations may be called the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) (Amendment) Regulations, 2025.
No. 614] NEW DELHI, MONDAY, SEPTEMBER 8, 2025/BHADRA 17, 1947 CG-MH-E-08092025-266007
2 THE GAZETTE OF INDIA : EXTRAORDINARY [PART III—SEC.4]
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They shall come into force from the date of their publication in the Official Gazette.
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In the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, –
I. After the existing regulation 9, the following new regulation shall be inserted, namely,-
“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.”
AMIT PRADHAN, Executive Director [ADVT.-III/4/Exty./347/2025-26]
Footnotes:
- The Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 were published in the Gazette of India on 13th August, 2021 vide No. SEBI/LAD-NRO/GN/2021/40.
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