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Sebi eases delisting, ESOP rules

This reverses a previous rule that required promoters to liquidate such benefits, offering significant relief, especially for companies undertaking reverse flipping (i.e., shifting their legal domicile back to India)

Representational image Sourced by the Telegraph

Our Bureau
Published 10.09.25, 11:18 AM

Capital markets regulator Sebi has notified several key amendments to ease business operations and protect investor interests. These changes, approved in June, cover rules for share based employee benefits, delisting of public sector undertakings (PSUs), and disclosures for investment trusts and portfolio managers.

In a significant move for startups, Sebi will allow founders classified as promoters to retain and exercise Employee Stock Options (ESOPs) granted at least one year before filing for an IPO. This reverses a previous rule that required promoters to liquidate such benefits, offering significant relief, especially for companies undertaking reverse flipping (i.e., shifting their legal domicile back to India).

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Sebi also introduced special delisting measures for PSUs where the government holds 90 per cent or more stake. These include relaxed requirements for public shareholder approval and a fixed-price offer at a minimum 15 per cent premium over the floor price, aiming to streamline the exit process for these companies.

For both portfolio managers and privately placed Infrastructure Investment Trusts (InvITs), Sebi has simplified disclosure documents and aligned minimum investment lots with secondary market rules. Portfolio managers can now use a simplified disclosure document, while the minimum investment for InvITs has been uniformly set at 25 lakh, harmonising primary and secondary market rules.

Employee Stock Option Plans (Esop) Securities And Exchange Board Of India (Sebi) Initial Public Offering (IPO)
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