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ESOP Services for Listed Companies in Pune

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

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

Pune: on-ground support for IT and SaaS boards across Hinjewadi, Kharadi and Baner.

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.

Pune is an engineering and product city, and that shapes its listed-company ESOP work. The Hinjewadi and Magarpatta IT parks house the India delivery centres and listed IT services arms whose employee stock plans run at scale, while the Kharadi and Viman Nagar startup hubs and the Baner-Balewadi 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 Pune-based listed company, an ESOP is a SEBI matter as much as a Companies Act one, and the city's deep pool of engineering talent 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 Hinjewadi-to-Kharadi founders now heading toward listing. We run the whole programme for your board and secretarial team.

Pune market context: a Pune-registered listed entity files its corporate forms, including the special resolution adopting the scheme, with RoC Pune under the MCA Western Region, while its SEBI LODR ESOP disclosures go to the stock exchanges. Unlike Mumbai, Pune boards work at a remove from the SEBI BKC office, so disciplined documentation and clean exchange filings matter even more. For IT-park employers in Hinjewadi and Magarpatta, product startups in Kharadi and Viman Nagar, and the Baner-Balewadi corridor, we align grant and exercise windows with the PIT code. Engagements are quoted on a free scoping call.

The SEBI SBEB Regulations 2021

For a listed SaaS player in Hinjewadi or a Chakan auto-component maker that has gone public, the rulebook that governs every employee share grant is the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations 2021. This single framework spans ESOPs, stock appreciation rights, sweat equity and employee benefit trusts, and it layers on top of the Companies Act rather than replacing it.

In practice, that means a Pune listed company cannot simply pass a board note and issue options. The Regulations call for a shareholder special resolution to adopt or vary the scheme, administration through a compensation committee or a trust, a defined set of disclosures, and a bar on promoters and promoter-group members holding ESOPs, now softened by the Regulation 9A carve-out. On top of this, the company keeps disclosing under SEBI LODR and runs every exercise window inside the SEBI Prohibition of Insider Trading code.

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 this matters for Pune founders: the engineer-founders behind a Kharadi or Baner-Balewadi SaaS company are usually granted ESOPs in their early employee years. The moment that company files a DRHP for a Mumbai listing, those same founders get reclassified as promoters, and the promoter bar would normally wipe out their options. Regulation 9A is the safeguard that lets the grants survive, so long as a one-year cooling-off window before the DRHP is respected.

The background: the carve-out arrived through the SEBI SBEB (Amendment) Regulations 2025 after a March 2025 consultation paper and the widely-reported Paytm founder case, which settled in May 2025 with a surrender of about 21 million ESOPs and a three-year ban. For an IPO-bound Hinjewadi startup, the lesson is simple: founder grants must be reviewed early. We come in well ahead of the DRHP to make sure each grant clears the one-year test before listing.

Our Listed-Company ESOP Services

Service	What We Do
Regulation 9A Founder-ESOP Treatment	For IPO-bound Hinjewadi and Kharadi startups, we assess and structure founder ESOPs against Regulation 9A and the one-year DRHP cooling-off rule before the listing process begins.
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 your listed Pune entity.
SEBI SBEB Compliance	End-to-end SBEB administration for large engineering option pools: scheme rules, grant and exercise mechanics across cohorts, and the prescribed SEBI disclosures.
PIT and Governance	We align exercise windows for a Magarpatta or Viman Nagar workforce with the SEBI Prohibition of Insider Trading code and your governance framework.
Annual Disclosure and Reporting	We prepare the annual ESOP disclosures, the board-report statements and the LODR filings every listed company must make each year.

Our Process

How a Listed-Company ESOP Programme Runs

Whether you are a Hinjewadi SaaS company heading for a listing or an already-listed Chakan manufacturer rolling out a fresh option pool, we run the full programme alongside your board and secretarial team, from SBEB-compliant scheme design through to annual reporting.

Step 1

Design the scheme

We frame the ESOP to SBEB requirements and put the compensation committee or trust structure in place for your Pune entity.

SBEB rules Committee / trust

Designed 01

Step 2

Shareholder approval

We take the scheme to your shareholders, passing the special resolution with the prescribed disclosures attached.

Special resolution Disclosures

Approved 02

Step 3

Grant and administer

We issue grants across your engineering cohorts, run vesting and exercise, and apply Regulation 9A to any founder reclassified as a promoter.

Grants + vesting Reg 9A applied

Administered 03

Step 4

Disclose under LODR

We file the required LODR disclosures to the exchanges and keep the market informed as scheme events occur.

LODR filings Event-based

Disclosed 04

Step 5

Report annually

Each year we prepare the annual ESOP disclosures and the board-report statements your reporting cycle demands.

Annual disclosures Board report

Reported 05

The Listed-Company ESOP Sub-Cluster

Pune listed companies usually engage us for one of three focused workstreams under this master page. Pick the one that fits where your scheme is today, or speak to us about the full programme.

Regulation 9A founder treatment: the early-stage review a Hinjewadi startup needs, getting founder ESOPs through the one-year DRHP cooling-off rule before an IPO.
SEBI SBEB compliance: end-to-end SBEB work for a listed entity, from scheme drafting and administration through to the prescribed disclosures.
Annual disclosure and reporting: the recurring annual ESOP disclosures, board-report statements and LODR filings every listed company carries.

Common Challenges and How We Solve Them

Challenge	Impact	How Patron Accounting Solves It
Hinjewadi founder ESOPs at risk when reclassified as promoter	Grants wiped out at the IPO	Review founder grants early and structure them to clear the Regulation 9A one-year DRHP rule.
Scheme drafted only to the Companies Act, not SBEB	SEBI regulatory exposure	Redraft the scheme and resolutions to the SEBI SBEB Regulations.
Exercise windows clash with the PIT code for a large Magarpatta workforce	Insider-trading risk	Align every ESOP exercise window with the SEBI insider-trading code.
Missed or late LODR disclosures to the exchanges	Listing penalties	Run a disclosure calendar tied to each scheme event.

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 the IPO

For Hinjewadi and Kharadi startups, founder grants structured to survive promoter reclassification under Regulation 9A.

Fully SBEB-compliant scheme

A scheme built to the SEBI SBEB Regulations for your listed Pune entity, not just the Companies Act.

Disclosures on time

Exchange LODR disclosures and annual ESOP reporting filed correctly and on schedule.

PIT-aligned exercise

Exercise windows for your Pune workforce kept inside the SEBI insider-trading code.

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

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 handle broad-based ESOPs for Pune IT-park employers?

Yes. Listed IT and SaaS employers in the Hinjewadi and Magarpatta IT parks often run large, broad-based option pools across thousands of engineers. We administer these under the SEBI SBEB Regulations: scheme rules, grant and vesting mechanics across cohorts, exercise-window control under the PIT code, and the annual ESOP disclosures. Pune's engineering scale makes clean administration and accurate Ind AS 102 cost reporting essential, and we run both.

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 Pune listed company file ESOP forms with?

A Pune-registered company files its corporate forms, including the special resolution that adopts or varies the ESOP scheme, with RoC Pune under the MCA Western Region. The SEBI side is separate: a listed Pune entity makes its event and annual ESOP disclosures to the stock exchanges under SEBI LODR. We coordinate both the RoC Pune filings and the exchange disclosures so the listed company is compliant on the MCA and SEBI tracks at once.

Is shareholder approval required for an ESOP scheme?

Yes. In a listed company, a shareholders' special resolution is required to adopt or vary an ESOP scheme, together with the prescribed disclosures. This is a requirement of the SBEB Regulations. Thereafter, the company must also make the LODR disclosures and complete the annual reporting.

Can Kharadi and Hinjewadi founders keep ESOPs at IPO?

They can, if structured for Regulation 9A. Founders in the Kharadi and Viman Nagar startup hubs and the Baner-Balewadi corridor are typically granted ESOPs as employees, then reclassified as promoters when their company files a DRHP for an IPO. Regulation 9A lets those grants survive reclassification, provided they were made at least one year before the DRHP. We review Pune founder grants early so the one-year cooling-off condition is met well before listing.

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
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

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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).