ESOP Services for Listed Companies in Gurugram

Gurugram is a SaaS and ITES city, and that shapes its listed-company ESOP work. The Cyber City and Udyog Vihar belt houses the platform, product and global-capability employers whose option pools run wide across thousands of staff, while the Golf Course Road startup cluster and the Sohna Road tech corridor are seeding the next wave of IPO candidates. 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 Gurugram-based listed company, an ESOP is a SEBI matter as much as a Companies Act one, and the city's services and platform scale means large, broad-based option grants that need careful SBEB administration. 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 for the Cyber City and Golf Course Road founders now heading toward listing. We run the whole programme for your board and secretarial team.

Gurugram market context: Gurugram sits in Haryana, which falls under RoC Delhi for MCA purposes, so a Gurugram-registered listed entity files its corporate forms, including the special resolution adopting the scheme, with RoC Delhi, while its SEBI LODR ESOP disclosures go to the stock exchanges. For SaaS and ITES boards in Cyber City and Udyog Vihar, startups along Golf Course Road, and the Sohna Road tech corridor, we align grant and exercise windows with the PIT code. Engagements are quoted on a free scoping call.

Why this matters in Gurugram: the city's enterprise-SaaS and unicorn founders, the kind running a Cyber City product company or a Golf Course Road startup, almost always hold their early equity as employee ESOPs. When that company files its DRHP and they are reclassified as promoters, the standard SBEB promoter bar would otherwise wipe out those holdings on the eve of listing. Regulation 9A removes that cliff by protecting grants made at least a year before the DRHP, with the one-year window acting as the cooling-off safeguard.

The background: the carve-out followed a March 2025 consultation paper and the widely reported Paytm founder case, settled in May 2025 with a surrender of about 21 million ESOPs and a three-year ban, which is exactly the outcome a Gurugram tech founder wants to avoid. We review founder grants early for IPO-bound and newly listed Gurugram companies and structure them so the one-year DRHP test is comfortably met before the offer document goes out.

Gurugram listed companies tend to come to us at one of three points in the lifecycle, so this page anchors three focused services. Pick the one that fits where your Cyber City or Sohna Road business is today, or engage us for the whole programme.

• Regulation 9A founder treatment: protecting founder ESOPs at IPO under Regulation 9A and the one-year DRHP cooling-off rule, the priority for a unicorn heading to listing.
• SEBI SBEB compliance: end-to-end work under the SBEB Regulations, covering scheme, administration and disclosures for an already listed entity.
• Annual disclosure and reporting: the recurring annual ESOP disclosures, board-report statements and LODR exchange filings.

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.

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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.

The line a Gurugram company crosses on listing changes its ESOP rulebook entirely. A pre-IPO Golf Course Road or Sohna Road startup administering options under the Companies Act answers mainly to RoC Delhi; the moment it lists, the SEBI SBEB Regulations, LODR exchange disclosures and the PIT code all switch on. The table below sets the two regimes side by side so a Cyber City board can see exactly what shifts at the IPO line.

A listed Gurugram entity runs on two parallel tracks: the SEBI rulebook for share-based benefits and the MCA route through RoC Delhi, the registry for Haryana companies. The statutes below are the ones a Cyber City or Udyog Vihar board works to when adopting, administering and disclosing an ESOP.

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).

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.

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.

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
• ESOP Services Hub - the full ESOP advisory hub - route by stage, scenario or tax
• ESOP Scheme Design - design the option pool, vesting schedule and leaver terms
• ESOP Valuation Services - Rule 11UA fair-market-value reports for grants and exercises
• ESOP Corporate Filings - MGT-14, PAS-3 and Form SH-6 register filings
• ESOP Perquisite Tax (Sec 17(2)(vi)) - perquisite tax and TDS computation at exercise

Available across our four office cities. You are viewing the Gurugram page.