SEBI SBEB Regulations Compliance

SBEB compliance, fully managed. Patron Accounting runs your listed company's compliance with the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations 2021 end to end: scheme design, shareholder approval, pre-IPO ratification, the new Regulation 9A treatment, and every disclosure and annual filing, so your board and secretarial team can sign off with confidence.

For a listed company, an ESOP is a continuous compliance obligation, not a one-time event. The SBEB Regulations govern the scheme from design through every grant, exercise and annual report, and the September 2025 amendment added Regulation 9A on founder ESOPs. We own the whole programme so nothing is missed.

Content is reviewed quarterly for accuracy.

We map each SBEB requirement to a concrete deliverable and run it:

• Scheme design and shareholder approval: we draft the ESOP, ESPS or SAR scheme to the SBEB Regulations, prepare the special resolution and explanatory statement, set up the compensation committee mandate, and run the shareholder approval with the prescribed disclosures.
• Pre-IPO scheme ratification: a scheme framed before listing must be ratified by shareholders after listing, and no fresh grants can be made under a pre-IPO scheme until it is ratified; we handle this ratification, a standard IPO due-diligence checkpoint.
• Regulation 9A founder treatment: where a founder is classified as a promoter in the draft offer document, we apply Regulation 9A so ESOPs or SARs granted at least one year before the DRHP filing can be retained and exercised.
• Disclosures, filings and annual reporting: we file the in-principle stock-exchange approval before grant, make grant and exercise disclosures on SEBI timelines, prepare the annual board-report ESOP disclosure, and publish scheme documents on the website under LODR Regulation 46.

• The existing or proposed scheme document and any prior resolutions.
• Details of the compensation committee and its mandate.
• The grant register, vesting schedule and any exercises to date.
• For an IPO-bound company, the DRHP status and any promoter-classified founders.
• The company's stock-exchange and LODR disclosure history.

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 SEBI SBEB Regulations Compliance 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 running SEBI and secretarial compliance for listed companies.

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

This page is the SBEB compliance master within our listed-company ESOP work, fanning out to the Regulation 9A founder treatment and the annual disclosure and reporting spokes, all delivered through our ESOP management and compliance services.

Unlisted or startup ESOPs are handled in ESOP management and compliance services. Listed companies also need secretarial audit, and the deadlines sit in your compliance calendar. See also the full ESOP services hub.

SBEB Regulations 2021: the master framework for listed-company ESOPs, ESPS, SARs, sweat equity and employee benefit trusts, requiring a shareholder special resolution, compensation-committee administration, a minimum one-year vesting and the promoter bar under Regulation 2(1)(i).

Pre-IPO schemes: a scheme framed before listing must be ratified by shareholders after listing, and no fresh grants may be made under it until ratified.

Regulation 9A: inserted by the SEBI SBEB (Amendment) Regulations 2025, notified 8 September 2025, permitting a promoter-classified founder to retain and exercise benefits granted at least one year before the DRHP filing.

Disclosure: Schedule I disclosure format, in-principle stock-exchange approval before grant, grant and exercise filings on SEBI timelines, annual board-report disclosure, and scheme-document website disclosure under SEBI LODR Regulation 46, covered in the secretarial compliance report under Regulation 24A.

Authoritative sources: the Securities and Exchange Board of India (SBEB Regulations 2021, Regulation 9A), the SEBI LODR Regulations and circulars, the Ministry of Corporate Affairs (Companies Act, Section 62, Rule 12), and the Companies Act and Rules.

A missed pre-IPO ratification can invalidate fresh grants, and a late disclosure shows up in the secretarial compliance report and IPO due diligence. SBEB compliance is unforgiving of gaps. Put a managed programme in place so every resolution, disclosure and annual filing happens on time, not in a scramble before an audit or a listing.

SBEB compliance is a continuous, multi-stage obligation that spans scheme design, shareholder approval, pre-IPO ratification, the new Regulation 9A treatment, and a calendar of disclosures and annual filings.

Patron Accounting LLP, a CA and CS firm with 15+ years of listed-company compliance experience, runs the whole programme as a single accountable engagement, with focused spokes for Regulation 9A and annual disclosure.