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ESOP Services for Listed Companies in Delhi

SEBI SBEB and Regulation 9A ESOP work for Delhi-listed boards in Connaught Place, Nehru Place and the Saket-Aerocity belt, run beside the MCA head office and RoC Delhi.

Reviewed by CA and CS Team, Patron Accounting LLP ICAI & ICSI Registered| 15+ Years Experience| Last Updated: Verify Credentials →

Framework: SEBI (Share Based Employee Benefits and Sweat Equity) Regulations 2021.

New: Regulation 9A (notified 8 September 2025) on founder ESOPs at IPO.

Delhi: on-ground support near the MCA HQ for boards in Nehru Place and Connaught Place.

Engagement: quoted and deal-dependent for listed entities.

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What This Service Covers

📌 TL;DR - Listed-Company ESOP Services at a Glance

Listed-company ESOPs are governed by the SEBI SBEB Regulations 2021, with the new Regulation 9A clarifying founder ESOPs at IPO. We handle scheme, approvals, disclosure and reporting; engagements are quoted.

Delhi is the policy capital, and for listed-company ESOPs that proximity matters. The Ministry of Corporate Affairs and the office of RoC Delhi sit in the city, so the Companies Act side of a share-based-benefit scheme, the special resolution, the explanatory statement and the ROC filings, is run almost in the regulator's backyard. The Connaught Place finance district, the Nehru Place IT hub and the Saket-Aerocity corporate belt host the boards and secretarial teams that drive these schemes. Patron Accounting runs your listed-company ESOP end to end: scheme design, SEBI SBEB and Regulation 9A compliance, shareholder approvals, LODR disclosure and annual reporting.

For a Delhi-headquartered listed company, an ESOP is a SEBI matter as much as a Companies Act one, and Delhi NCR boards often manage group structures with subsidiaries across the country. The SBEB Regulations govern how schemes are framed, approved, disclosed and administered, and the recent Regulation 9A resolves a long-standing question on founder ESOPs at IPO. We run the whole programme for your board and secretarial team.

Delhi market context: a Delhi-registered listed entity files its corporate forms, including the special resolution adopting the scheme, with RoC Delhi under the MCA Northern Region, with the MCA headquarters itself in the capital. The SEBI side is separate: ESOP event and annual disclosures go to the stock exchanges under SEBI LODR. For finance-district boards around Connaught Place, IT companies in Nehru Place and corporates along the Saket-Aerocity belt, we align the MCA filings, the exchange disclosures and the PIT-code exercise windows. Engagements are quoted on a free scoping call.

The SEBI SBEB Regulations 2021

For a Delhi listed company, whether a Nehru Place trading and IT group or a Saket consumer-tech venture, the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations 2021 are the rulebook that governs every share-based incentive. They cover ESOPs, stock appreciation rights, sweat equity and employee benefit trusts, and they layer on top of the Companies Act rather than replacing it. With the MCA head office and RoC Delhi in the same city, a capital-based board has to satisfy the company-law track and the SEBI track in parallel.

In practice that means a shareholder special resolution to adopt or vary the scheme, administration through a compensation committee or a trust, the prescribed disclosures, and the bar on promoters and promoter-group members holding ESOPs, now relaxed by the Regulation 9A carve-out. On top of this, the listed entity reports under SEBI LODR and times every exercise within the SEBI Prohibition of Insider Trading code, a point that matters for Connaught Place finance-district issuers whose price-sensitive windows are watched closely.

Key Terms for Listed-Company ESOP:

SBEB Regulations 2021: the master framework for listed-company ESOPs, SARs, sweat equity and trusts.
Regulation 9A: the 2025 carve-out for founder ESOPs granted before the DRHP.
SEBI LODR: the listing disclosure regime that applies to ESOP events.
PIT code: the insider-trading code governing exercise windows.

Governed by SEBI SBEB Regulations 2021

Regulation 9A: Founder ESOPs at IPO

Regulation 9A in brief (notified 8 September 2025)

An employee later identified as a promoter or promoter-group member in the draft offer document may retain and exercise ESOPs, SARs or similar benefits, provided they were granted at least one year before the draft red herring prospectus was filed, and subject to the scheme terms and applicable law.

Why it matters for a Delhi founder: take a Saket consumer-tech founder who took ESOPs as an employee while scaling the business, and is then named a promoter in the draft offer document when the venture heads to an IPO. Without Regulation 9A, the promoter bar would wipe out those grants at exactly the moment of listing. The amendment preserves the incentive, with a one-year cooling-off measured from the DRHP filing.

The background: the carve-out followed a March 2025 SEBI consultation paper and the well-known Paytm founder case, settled in May 2025 with a surrender of about 21 million ESOPs and a three-year ban, which sharpened the need for certainty. For NCR product and consumer-tech ventures, often backed by NRI investors who scrutinise founder economics, we apply Regulation 9A correctly to founder grants for both IPO-bound and newly listed companies.

Our Listed-Company ESOP Services

Service	What We Do
SEBI SBEB Compliance	For Nehru Place trading and IT issuers, we run end-to-end SBEB compliance covering scheme rules, administration, grant and exercise mechanics, and the prescribed SEBI disclosures.
ESOP Scheme Design and Adoption	We design the scheme, draft the special resolution and explanatory statement, and set up the compensation committee or trust route for the Delhi-registered listed entity, with the RoC Delhi corporate filings handled alongside.
Regulation 9A Founder-ESOP Treatment	For Saket-Aerocity consumer-tech and product ventures heading to an IPO, we assess and structure founder ESOPs against Regulation 9A and the one-year DRHP cooling-off rule.
Annual Disclosure and Reporting	We prepare the annual ESOP disclosures, the board-report statements and the LODR filings required of a listed company, including the data NRI and institutional investors expect to see.
PIT and Governance	We align ESOP exercise windows with the SEBI Prohibition of Insider Trading code and the Connaught Place board's governance framework.

Our Process

How a Listed-Company ESOP Programme Runs

From SBEB-compliant scheme design to annual reporting, we run the full programme for Delhi NCR boards and secretarial teams, keeping the RoC Delhi corporate filings and the SEBI LODR disclosures moving in step.

Step 1

Design the scheme

We frame the ESOP to SBEB requirements for the Delhi NCR issuer, choosing the compensation-committee or trust route that suits a Nehru Place trading group or a Saket consumer-tech board.

SBEB rules Committee / trust

Designed 01

Step 2

Shareholder approval

We pass the special resolution adopting the scheme, draft the explanatory statement and prescribed disclosures, and lodge the corporate forms with RoC Delhi under the MCA Northern Region.

Special resolution Disclosures

Approved 02

Step 3

Grant and administer

We make grants, run vesting and exercise across the NCR group structure, and apply Regulation 9A to any Saket-Aerocity founder reclassified as a promoter in the draft offer document.

Grants + vesting Reg 9A applied

Administered 03

Step 4

Disclose under LODR

We file the event-based LODR disclosures to the exchanges and keep the market, including the NRI and institutional investors common to NCR issuers, informed as scheme events occur.

LODR filings Event-based

Disclosed 04

Step 5

Report annually

We prepare the annual ESOP disclosures and board-report statements each year, aligned to the exercise windows the SEBI PIT code allows a Connaught Place finance-district board.

Annual disclosures Board report

Reported 05

The Listed-Company ESOP Sub-Cluster

Delhi listed companies usually arrive at one of three needs, and this page is the master for all three. Pick the strand that fits your stage, from a Nehru Place trading group setting up a fresh scheme to a Saket consumer-tech venture preparing its DRHP, or engage us for the whole programme.

SEBI SBEB compliance: end-to-end compliance with the SBEB Regulations, covering scheme, administration and disclosures for the NCR issuer.
Regulation 9A founder treatment: founder ESOPs at IPO under Regulation 9A and the one-year cooling-off rule, the priority for IPO-bound consumer-tech and product ventures.
Annual disclosure and reporting: annual ESOP disclosures, board-report statements and LODR filings on the listed company's reporting cycle.

Common Challenges and How We Solve Them

Challenge	Impact	How Patron Accounting Solves It
Saket consumer-tech founder ESOPs at risk on promoter reclassification	Benefits stripped at IPO	Structure the founder grants to meet the Regulation 9A one-year DRHP rule before the draft offer document is filed.
Nehru Place trading-group scheme not SBEB-compliant	Regulatory exposure	Redraft the scheme and resolutions to the SBEB Regulations and sync the RoC Delhi filings.
PIT code conflicts on exercise windows	Insider-trading risk	Align ESOP exercise with the insider-trading code, a frequent issue for Connaught Place finance-district issuers.
Missed or late LODR disclosures	Listing penalties	Run a disclosure calendar tied to scheme events so NRI and institutional investors stay informed on time.

Engagement and Fees

Fee Component	Amount
Engagement model	Quoted and deal-dependent for listed entities
Scope range	From a one-off Regulation 9A assessment to a full scheme design, approval and annual-compliance programme
Priced to	Scheme size, regulatory scope and the level of ongoing support
How to start	Tell us your plan and we will scope a fixed engagement

All fees and charges listed are indicative only and do not constitute a binding offer. Final amounts may vary depending on the volume of work and the complexity involved.

Professional service charges for drafting, filing, and representation are separate from the statutory fees. The exact fee depends on the complexity of the case, disputed amount, and number of hearings required. Contact us for a detailed quote.

Get a free Listed-Company ESOP consultation - Call +91 945 945 6700 or WhatsApp us. No-obligation assessment.

Time Taken

Stage	Estimated Timeline
New listed-company ESOP scheme, design to shareholder approval	4 to 8 weeks
Focused Regulation 9A assessment for founder grants	1 to 2 weeks
Annual disclosure and reporting	On the company's reporting cycle

The scheme timeline is driven by the general-meeting notice and the disclosure work. A focused Regulation 9A assessment is faster, and annual reporting runs on your reporting cycle.

Key Benefits

Why Use a Specialist

Founder ESOPs survive

Saket consumer-tech and product founder ESOPs structured to survive promoter reclassification under Regulation 9A.

Fully SBEB-compliant

A Nehru Place issuer's scheme made fully SEBI SBEB-compliant, not merely Companies Act-compliant.

Disclosures on time

LODR disclosures and annual reporting done correctly and on time, keeping NRI and institutional investors informed.

PIT-aligned

ESOP exercise windows aligned with the SEBI insider-trading code for Connaught Place finance-district boards.

Trusted by Listed Companies and Boards

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Patron Accounting LLP is a CA and CS firm with 15+ years advising listed companies on SEBI compliance, secretarial work and share-based benefits.

With offices in Pune, Mumbai, Delhi and Gurugram, Patron Accounting serves businesses across India, both in-person and remotely.

Listed vs Unlisted ESOPs

Many Delhi groups straddle both worlds, a Nehru Place trading house that is already listed alongside a Saket consumer-tech subsidiary still unlisted and eyeing a DRHP, so it helps to see where the two ESOP regimes part ways. A listed NCR entity answers to SEBI as well as RoC Delhi; an unlisted one stays squarely on the Companies Act track. The table below sets out the contrast that decides how each share-based scheme is framed, disclosed and policed.

Aspect	Listed Company	Unlisted Company
Framework	SEBI SBEB Regulations 2021	Companies Act, Section 62
Disclosure	LODR, market disclosures	ROC filings
Promoter ESOPs	Barred, except Regulation 9A	Barred, except DPIIT startups
Insider trading	PIT code applies	Not applicable

Legal and Regulatory Framework

SEBI SBEB Regulations 2021: the master framework for listed-company ESOPs, SARs, sweat equity and employee benefit trusts, requiring a shareholder special resolution, prescribed disclosures, and barring promoters from ESOPs subject to Regulation 9A.

Regulation 9A: inserted by the SEBI SBEB (Amendment) Regulations 2025, notified 8 September 2025, permitting an employee identified as a promoter or promoter-group member in the draft offer document to retain and exercise benefits granted at least one year before the DRHP filing.

SEBI LODR and PIT: listed companies disclose ESOP scheme and grant information under the SEBI Listing Obligations and Disclosure Requirements, and administer exercise within the SEBI Prohibition of Insider Trading code.

Companies Act: the Section 62(1)(b) ESOP route and the related registers continue to apply alongside the SEBI framework for a listed company.

Authoritative sources: the Securities and Exchange Board of India (SBEB Regulations, Regulation 9A), the Ministry of Corporate Affairs (Companies Act, Section 62), the Companies Act and Rules, and the Income Tax Department (ESOP perquisite, capital gains).

What regulations govern ESOPs for listed companies?

Listed-company ESOPs are governed primarily by the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations 2021, which cover ESOPs, stock appreciation rights, sweat equity and employee benefit trusts. These sit alongside the Companies Act and require a shareholder special resolution, prescribed disclosures, and compliance with SEBI LODR and the insider-trading code. The SBEB Regulations are the master framework for any share-based benefit at a listed company.

What is Regulation 9A of the SBEB Regulations?

Regulation 9A, inserted by the SEBI SBEB Amendment Regulations 2025 and notified on 8 September 2025, allows an employee who is later identified as a promoter or promoter-group member in the draft offer document to retain and exercise ESOPs, SARs or similar benefits. The condition is that the benefits were granted at least one year before the draft red herring prospectus was filed, subject to the scheme terms and applicable law.

Do you support Delhi listed companies near the MCA and RoC Delhi?

Yes. Many of our Delhi listed-company clients sit in the Connaught Place finance district, the Nehru Place IT hub and the Saket-Aerocity corporate belt, in the same city as the Ministry of Corporate Affairs and RoC Delhi. We handle the Companies Act side, the special resolution, explanatory statement and ROC filings, alongside SEBI SBEB scheme design, LODR disclosure and Regulation 9A founder treatment. Remote support is available across India too.

Why was Regulation 9A introduced?

Founders are often granted ESOPs as employees and then reclassified as promoters when the company files for an IPO, at which point the promoter bar would strip those benefits. Regulation 9A, following a March 2025 consultation and the high-profile Paytm founder case, resolves this by letting pre-IPO founder ESOPs survive reclassification, with a one-year cooling-off period that protects investors while preserving legitimate long-term incentives.

What disclosures does a listed company make for ESOPs?

A listed company discloses its ESOP scheme and grant details when adopting the scheme by special resolution, makes event-based disclosures to the stock exchanges under SEBI LODR, and prepares annual ESOP disclosures and board-report statements each year. Administration must also respect the SEBI Prohibition of Insider Trading code, particularly around exercise windows. Our annual disclosure and reporting service handles these filings.

Which RoC does a Delhi listed company file ESOP forms with?

A Delhi-registered company files its corporate forms, including the special resolution adopting or varying the ESOP scheme, with RoC Delhi under the MCA Northern Region, with the MCA headquarters in the capital. The SEBI side is separate: a listed Delhi entity makes its event and annual ESOP disclosures to the stock exchanges under SEBI LODR. We run both the RoC Delhi filings and the exchange disclosures so the listed company stays compliant on the MCA and SEBI tracks together.

Is shareholder approval required for an ESOP scheme?

Yes. Adopting or varying an ESOP scheme in a listed company requires a special resolution of the shareholders, together with the prescribed disclosures. This is a requirement of the SBEB Regulations. Thereafter, the company must also complete the LODR disclosures and the annual reporting.

Can you administer ESOPs across a Delhi NCR group structure?

Yes. Delhi NCR listed companies frequently run group structures with subsidiaries across India, and the SBEB Regulations let group-company employees participate in the listed parent's scheme. We map eligible group employees, administer grant and exercise across the structure, keep the compensation committee or trust route compliant, and consolidate the disclosures. For Connaught Place and Saket-Aerocity headquartered groups, this single-framework administration keeps every entity aligned under one scheme.

Quick Answers

Which framework governs ESOPs for listed companies? The SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 govern these schemes.
What is the new rule introduced in 2025? Regulation 9A, notified on 8 September 2025, is the key new provision.
Can promoters receive ESOPs in a listed company? Promoter participation is barred, except where Regulation 9A applies.
What is the main condition under Regulation 9A? The options must have been granted at least one year before filing the DRHP.
What approval is required to adopt the scheme? A special resolution of the shareholders is required for approval.

Why Timing Matters

For IPO-bound companies, the Regulation 9A one-year rule is measured from the DRHP filing, so founder grants must be in place well before the company decides to list. Structure founder ESOPs early, and keep the scheme and disclosures SBEB-compliant throughout, so the incentives survive the move to a listed, promoter-classified world.

Run Your Listed-Company ESOP with Confidence

Listed-company ESOPs demand a SEBI-grade compliance programme, from SBEB-compliant scheme design to LODR disclosure, the insider-trading code and the new Regulation 9A treatment of founder grants.

Patron Accounting LLP, a CA and CS firm with 15+ years of listed-company compliance experience, runs the full programme and its focused spokes, scoped and quoted to your scheme.

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Related Services

Start with the national ESOP Services for Listed Companies service, then explore complementary ESOP services across India.

ESOP Services for Listed Companies in India - the national parent service
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ESOP Valuation Services - Rule 11UA fair-market-value reports for grants and exercises
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Content Created: 24 June 2026 | Last Updated: | Next Review: 24 September 2026 | Reviewed By: CA & CS Team, Patron Accounting LLP

This page is reviewed every three months for any further SEBI SBEB amendments, clarifications or circulars on Regulation 9A, LODR disclosure changes, PIT code updates, and SEBI consultation papers on share-based benefits (Tier 1 freshness).