Overview

• Employees classified as promoters may keep or exercise ESOPs, SARs or similar awards granted at least one year before filing draft IPO papers, per a SEBI notification dated September 1.
• Earlier rules required promoters to liquidate any share-based benefits before an IPO filing, a constraint that had affected founders’ incentives.
• The ESOP change is expected to aid startups planning domestic listings, including companies returning incorporation to India through reverse flipping.
• For PSUs with 90% or more government ownership, excluding banks, NBFCs and insurers, SEBI permits voluntary delisting at a fixed price at least 15% above the floor price.
• The floor price will be based on the highest of specified benchmarks, and cash due to non‑tendering public shareholders will sit in a designated exchange account for up to seven years.