Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) (Amendment) Regulations, 2025

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, –

1. 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]

2. They shall come into force from the date of their publication in the Official Gazette.

3. 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:

1. 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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