Game Changer for Founders: SEBI ESOP Reform Injects Entrepreneurial Incentives into IPO Path

Introduction: A Regulatory Breakthrough for Indian Founders

In a landmark reform poised to reshape India’s startup ecosystem, the Securities and Exchange Board of India (SEBI) has introduced a new regulation that empowers startup founders to retain and exercise Employee Stock Ownership Plans (ESOPs) even after their companies go public.

Until now, Indian capital markets treated startup founders and traditional promoters the same, prohibiting both from holding ESOPs post-IPO. This rigid rule overlooked the realities of startup growth — low founder salaries, high dilution, and reliance on ESOPs for long-term motivation.

SEBI’s reform — announced on June 18, 2025 — bridges that gap. For the first time, founders can exercise or retain ESOPs post-listing, provided the grants were made at least one year before filing the Draft Red Herring Prospectus (DRHP) and disclosed transparently.

The implications? Massive. Not only does this address long-standing concerns about misaligned incentives, but it also injects a fresh wave of optimism and fairness into India’s IPO landscape.

Understanding the SEBI ESOP Reform: What Has Changed?

The Securities and Exchange Board of India (SEBI) has fundamentally altered how Employee Stock Ownership Plans (ESOPs) apply to startup founders — especially those designated as promoters — during and after the Initial Public Offering (IPO) process.

This reform is not just a technical rule change; it is a structural shift in how India views and supports its startup founders during their transition to public markets. Let’s break down exactly what has changed.

The Old Rule: No ESOPs for Promoters Post-IPO

Under the old SEBI framework:

1. Promoters were prohibited from receiving or exercising ESOPs after their company was listed.

2. This rule treated startup founders the same as traditional business promoters, ignoring the fact that startup founders often:

   1. Draw minimal salaries

   2. Rely on ESOPs as deferred compensation

   3. Endure heavy equity dilution over multiple fundraising rounds

3. Founders had to either restructure their equity plans or forgo ESOP benefits, just to stay compliant before filing for an IPO.

4. This created friction between regulatory compliance and entrepreneurial incentive, often discouraging startups from going public altogether.

The New Rule: Founders Can Retain ESOPs Post-Listing

In June 2025, SEBI announced a pivotal update:

Startup founders can now hold or exercise ESOPs even after the company is listed, provided certain conditions are met.

Here’s what the new rule allows:

 

Key Element	New Provision
ESOP Eligibility	Founders labeled as promoters can now retain and exercise ESOPs post-IPO
Grant Condition	ESOPs must have been granted at least 1 year before filing the Draft Red Herring Prospectus (DRHP)
Transparency Requirement	The details of such ESOP grants must be fully disclosed in the DRHP
Continued Compliance	Standard ESOP guidelines under SEBI (SBEB & SE) Regulations continue to apply

 

Why the One-Year Rule?

SEBI has introduced a 12-month cooling-off period between the grant of ESOPs and the DRHP filing to:

1. Prevent last-minute ESOP allocations purely for IPO-driven gains

2. Maintain corporate governance standards

3. Ensure that the stock options reflect genuine long-term incentives and not short-term windfalls

This is a pro-investor move, ensuring founders have “skin in the game” well before the IPO.

What the Reform Does NOT Change

While this is a significant reform, some things remain the same:

1. Other employees and non-promoter executives continue to follow existing ESOP frameworks.

2. All ESOP grants, including those to founders, must still comply with:

   1. SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021

   2. Company’s internal compensation policies

   3. Board and shareholder approvals

The reform is focused and precise, aimed at resolving a specific pain point without overhauling the entire ESOP regime.

Why This Reform Matters: Key Benefits for Startup Founders

Let’s explore the key benefits and why this change is being hailed as a game changer by India’s tech and investor communities.

1. Aligns with the Realities of Startup Building

Startup founders:

1. Draw minimal or no salaries for years.

2. Endure significant dilution through multiple funding rounds.

3. Rely heavily on ESOPs as a form of deferred compensation and long-term incentive.

Under the earlier regime, these founders were denied the right to hold ESOPs post-listing if labeled as promoters — effectively stripping them of a key financial motivator just when public listing milestones were achieved.

With the reform:
Founders can now enjoy equity-linked compensation even after IPO, recognizing the sweat equity they’ve put in for years.

2. Encourages Long-Term Thinking and Stability

Bringing a company to IPO is a massive achievement — but managing a public company requires even greater commitment.

This reform allows founders to:

1. Stay financially incentivized beyond the IPO.

2. Align their personal success with long-term company performance.

3. Avoid quick exits that could destabilize the leadership team.

Incentivized leadership = sustained innovation + better shareholder value.

3. Simplifies Cap Table Structuring Before IPO

Earlier, founders had to jump through hoops to retain ownership without violating SEBI’s promoter ESOP restriction, such as:

1. Issuing stock through third-party trusts.

2. Designing alternative compensation models (e.g., phantom stock).

3. Altering designation to avoid being classified as a "promoter."

These workaround strategies increased legal complexity and compliance risk.

Now:
Founders and their boards can plan equity structures with clarity and compliance, resulting in:

1. Transparent DRHP filings.

2. Cleaner cap tables.

3. Better investor confidence.

4. Strengthens Founder Morale and Retention

Founders often dedicate a decade or more to building their companies from scratch. Yet the psychological blow of losing ESOP rights at IPO was a demoralizing precedent in Indian markets.

SEBI’s decision restores:

1. Founder morale by preserving rewards they’ve rightfully earned.

2. A sense of emotional ownership during the critical post-listing phase.

3. Incentives to stay longer and lead stronger — which benefits public shareholders too.

5. Improves Talent Alignment Across Growth Stages

Startups transition from:

1. Early product development →

2. Growth scaling →

3. Pre-IPO preparations →

4. Listed company dynamics.

This reform allows consistent equity alignment across all these stages, particularly for founder-promoters, which:

1. Reinforces commitment.

2. Reduces leadership churn post-listing.

3. Helps boards maintain operational continuity.

This continuity is especially vital for tech startups where the founding team’s vision and leadership style are tightly integrated with company success.

6. Brings India Closer to Global Best Practices

Globally, startup founders listed on NASDAQ, LSE, or SGX routinely hold stock options post-IPO. India’s earlier stance — treating startup founders like old-school industrialists — was out of sync with international norms.

This reform:

1. Bridges that gap.

2. Sends a clear message: India is ready to support global-scale startups.

3. Makes Indian IPOs more competitive and attractive in a global funding environment.

7. Incentivizes More Startups to Go Public

For many high-growth Indian startups, the fear of losing founder incentives post-IPO acted as a deterrent to listing.

SEBI’s reform:

1. Encourages earlier IPO decisions.

2. Unlocks better exit opportunities for VCs and early investors.

3. Enhances depth and diversity in India’s public markets.

8. Promotes Transparency and Good Governance

By requiring:

1. A one-year cooling-off period between ESOP grant and DRHP filing.

2. Full disclosure of ESOPs in the DRHP.

SEBI has built in strong governance measures that:

1. Prevent last-minute opportunistic ESOP allocations.

2. Protect public market investors from valuation surprises.

3. Ensure only genuinely committed founders benefit from this rule.

9. Supports Founder Well-being and Wealth Creation

Let’s not ignore the personal toll:

1. Founders typically mortgage assets, invest savings, and take emotional and physical risks while building.

2. They endure delayed gratification as they reinvest earnings back into the business.

This reform:

1. Validates that commitment.

2. Offers a fair shot at wealth creation through equity ownership, just like other stakeholders.

It’s not just a financial benefit — it’s an acknowledgment of the founder’s journey.

Stakeholder Reactions: Industry Voices Applaud the Move

SEBI’s ESOP reform has sent ripples of optimism through India’s startup ecosystem. From founders and venture capitalists to policy experts and equity management professionals, the response has been overwhelmingly positive.

Let’s explore what key stakeholders are saying — and why this reform is being hailed as a historic win for startup India.

Founders: Finally, Recognition of Long-Term Commitment

Startup founders have welcomed the reform with open arms, describing it as long overdue. For years, they have operated in a regulatory environment that offered little flexibility once their companies reached IPO stage. Now, with SEBI’s move:

“This is a good move — it allows promoters and founders to be incentivized for the long term.”
— Mayank Kumar, Co-founder of BorderPlus and upGrad

This statement encapsulates the relief felt by founders who have:

1. Worked on low salaries

2. Faced multiple dilutions

3. Navigated cap table complexities

4. And still pushed their ventures toward the public market

The reform means founders can now continue benefiting from the value they create, well beyond the listing event.

Investors and Venture Capitalists: Incentives Now Aligned with Execution

Venture capitalists have consistently highlighted the disconnect between public market compliance and startup operating models. SEBI’s announcement finally bridges that divide.

“Founders sacrifice a lot during the building phase... This relaxation allows them to participate further in value creation beyond the listing timeline.”
— Vinod Murali, Co-founder & Managing Partner, Alteria Capital

VCs see this as a move that:

1. Promotes continuity in leadership

2. Boosts post-IPO performance

3. Enhances investor confidence in founder-led execution

Well-aligned incentives are vital for delivering consistent returns to public shareholders — and this rule nails that alignment.

Policy Experts: A Pro-Startup Regulatory Mindset

For policy think tanks and startup advocacy forums, the reform is more than a procedural tweak. It signals a shift in India’s regulatory posture, one that finally understands and supports new-age companies.

“This is a big relief to founders of new-age companies… It will enable them to avail skin-in-the-game benefits and align their interests with other shareholders.”
— Startup Policy Forum

Experts also appreciate the cooling-off period of one year, which acts as a built-in safeguard against regulatory misuse. The combination of flexibility and control reflects a mature policy outlook.

Equity Management Professionals: Simplification with Strong Governance

Companies like Qapita, which help startups manage equity and ESOP workflows, have also weighed in.

“For startup founders, unlike traditional promoters, the starting compensation is much lower. So it incentivizes them if this is allowed… It brings necessary nuance.”
— Ravi Ravulaparthi, CEO & Co-founder, Qapita

Ravi’s insights highlight that:

1. ESOPs are compensation tools for founders, not just ownership perks.

2. The ability to retain ESOPs after listing gives founders a genuine chance to realize value in liquid markets — something they’ve historically missed out on.
    

Capital Market Experts: Enhancing India’s Global Attractiveness

Capital markets analysts are calling this a globally competitive move, especially with more Indian startups eyeing public listings in 2025 and beyond.

“SEBI now allowing founders to retain ESOPs after IPO is a positive step towards making the markets more entrepreneur-friendly.”
— Kushal Bhagia, Founder, All In Capital

He further added that founders, after 7–12 years of building with little salary and heavy dilution, deserve this financial upside. Investors too benefit from motivated leadership post-IPO, reducing the risk of post-listing disengagement.

Broader Ecosystem: Morale, Momentum, and Market Confidence

Across the board, the sentiment is one of renewed confidence:

1. Founders feel seen and supported.

2. Boards gain clarity in ESOP structuring.

3. Retail and institutional investors get aligned leadership post-listing.

Together, these reactions suggest that SEBI has struck the right balance — removing ambiguity, boosting morale, and safeguarding investor interests.

Regulatory Perspective: SEBI’s Strategic Intent

Behind every landmark policy lies a purpose — and SEBI’s reform on ESOPs for startup founders is no exception. Far from being a one-off relaxation, this move reflects a deliberate shift in India’s capital market philosophy, especially when it comes to nurturing innovation-driven enterprises.

Let’s examine why SEBI made this move, what it reveals about the regulator’s evolving mindset, and how it fits into India’s larger economic vision.

1. Bridging the Gap Between Old-Economy Rules and New-Age Startups

India’s legacy promoter framework was built around family-run, industrial-era businesses where promoters held large stakes and drew regular salaries. These rules:

1. Restricted ESOPs for promoters

2. Assumed wealth had already been accumulated

3. Were designed to prevent insider misuse

But this framework was increasingly outdated for startups, where:

1. Founders often draw little or no salary

2. Ownership is heavily diluted across funding rounds

3. ESOPs serve as deferred and performance-based compensation

SEBI recognized this structural mismatch. The reform signifies a policy modernization — one that acknowledges how differently startups operate and removes the one-size-fits-all regulatory approach.

2. Aligning Regulation with India’s Economic Goals

India is betting big on its startup economy to drive future growth, jobs, innovation, and capital formation. The government’s Startup India and Digital India initiatives are pushing more companies toward formalization and listing.

SEBI’s ESOP reform complements this mission by:

1. Reducing listing friction for high-growth companies

2. Strengthening entrepreneurial incentives

3. Encouraging more startups to tap domestic capital markets

It’s a move aligned with India’s vision of becoming a $5 trillion economy, where startups are key contributors to both GDP and employment.

3. Promoting Ease of Doing Business and Regulatory Clarity

SEBI has been increasingly focused on making India’s public markets more accessible. Over the past few years, it has:

1. Introduced Innovators Growth Platform (IGP) for startups

2. Simplified IPO disclosure norms

3. Digitized and de-cluttered compliance frameworks

Allowing founders to retain ESOPs post-listing is consistent with this trend. It removes ambiguity, simplifies cap table planning, and sends a strong message: “India is open for entrepreneurial business — even after IPO.”

4. Encouraging Long-Term Value Creation Post-IPO

SEBI is aware that IPOs are no longer just exit points — they are launchpads for the next phase of business growth. For public shareholders, sustained founder involvement is crucial to:

1. Ensuring strategic continuity

2. Maintaining innovation velocity

3. Reducing the risk of leadership churn

By letting founders retain ESOPs after listing, SEBI ensures that they stay financially and emotionally invested, ultimately improving post-IPO governance and performance.

This is in line with global best practices in mature markets like the U.S. and U.K., where founder incentives are considered vital even after public listing.

5. Balancing Flexibility with Accountability

What sets this reform apart is how SEBI has built safeguards to prevent misuse, ensuring regulatory discipline isn’t sacrificed:

1. The 12-month cooling-off rule before DRHP filing prevents last-minute stock option grants for short-term gain.

2. Mandatory DRHP disclosures introduce transparency and protect investor interests.

3. Continued compliance with SEBI’s SBEB & SE Regulations, 2021 ensures that ESOP frameworks remain well-governed.

This shows that SEBI is not compromising on accountability — it is simply evolving to reflect the needs of a dynamic market.

6. Responding to Market Signals and Stakeholder Feedback

Over the last few years, SEBI has increasingly engaged with:

1. Startup founders and boards

2. Investor groups and VCs

3. Policy forums and think tanks

4. Equity management platforms

The ESOP reform is a direct outcome of that feedback loop. It signals that SEBI:

1. Listens to its stakeholders

2. Understands the challenges of startups

3. Is willing to act when there is alignment on long-term benefits

It’s a testament to responsive and participatory policymaking, rare in many regulatory systems.

7. Enhancing India’s Reputation as a Startup-Friendly Capital Market

By introducing this forward-thinking reform, SEBI is setting a precedent in Asia and beyond.

It positions India as:

1. A jurisdiction that rewards innovation

2. A capital market that values founders’ contributions

3. A regulatory environment that combines growth with governance

This helps attract:

1. Global venture capital

2. Foreign institutional investors (FIIs)

3. And encourages Indian startups to list domestically, instead of seeking foreign exchanges like NASDAQ

What Are the Conditions? – A Closer Look

To ensure the rule is not misused, SEBI has included the following safeguards:

Condition	Explanation
12-Month Gap	ESOPs must be granted at least one year before DRHP filing
Promoter Designation	Applies only to founders officially designated as promoters
DRHP Disclosure	Full disclosure of ESOP terms and quantity in the DRHP
Public Listing Compliance	All regular ESOP disclosure norms must still be met

 

These guardrails strike the right balance between flexibility and compliance.

Impact on the IPO Ecosystem: A Catalyst for Growth

SEBI’s ESOP reform doesn’t just benefit individual founders — it transforms the startup IPO ecosystem at large. By correcting a long-standing structural flaw, the regulator has opened the door to a healthier, founder-aligned, and more dynamic public market environment in India.

Let’s examine how this reform is likely to shape the future of Indian IPOs across multiple dimensions — from startup behavior to market maturity and investor sentiment.

1. Encourages More Startups to Go Public

Historically, many Indian startups delayed or avoided IPOs altogether due to:

1. The fear of losing equity-linked incentives post-listing.

2. Uncertainty about regulatory compliance around cap table structuring.

3. Challenges aligning ESOPs with promoter status.

Now, with SEBI’s reform in place:

1. Founders no longer face a penalty for listing.

2. ESOPs can remain a key component of their compensation and motivation strategy.

3. Companies can plan their IPOs more confidently and transparently.

Outcome: Expect more high-growth startups to take the IPO route sooner, deepening India’s capital markets.

2. Streamlines Cap Table Restructuring Ahead of Listing

Earlier:

1. Startups had to redesign equity structures, create ESOP trusts, or alter shareholding to avoid conflicts with SEBI rules.

2. This added compliance costs, legal complexity, and timeline delays to the IPO journey.

Now:

1. Companies can maintain cleaner cap tables with transparent ESOP allocations to founders.

2. DRHP disclosures make the process more investor-friendly and governance-aligned.

Outcome: Smoother DRHP filings, reduced legal friction, and faster IPO preparedness.

3. Retains Founders Post-IPO: A Key Success Factor

In the global startup ecosystem, founder continuity post-listing is strongly correlated with long-term company performance. However, in India, founders previously had fewer reasons to stick around after IPOs, especially once ESOPs were restricted.

This led to:

1. Leadership churn right after listing.

2. Execution gaps during the crucial post-IPO growth phase.

With the ESOP reform:

1. Founders stay financially and emotionally invested in the company.

2. Boards and shareholders gain greater continuity and predictability.

3. The risk of value erosion from sudden exits is reduced.

Outcome: Stronger post-IPO execution, better investor confidence, and increased long-term shareholder value.

4. Builds a More Competitive and Investor-Friendly Market

Public market investors — especially retail and mutual funds — value:

1. Aligned incentives between management and shareholders

2. Transparent ownership and compensation structures

3. Strategic stability after the IPO

SEBI’s reform delivers all of the above, helping:

1. Strengthen investor faith in founder-led companies

2. Ensure that public markets are seen as viable funding avenues, not just exit paths

3. Boost market maturity by setting long-term performance as the north star

Outcome: Greater retail participation and stronger institutional interest in tech-led IPOs.

5. Boosts India’s Position as a Global IPO Destination

SEBI’s reform brings India’s ESOP policies closer to international norms followed by:

1. NASDAQ and NYSE in the U.S.

2. London Stock Exchange (AIM) in the U.K.

3. SGX in Singapore

This is particularly important as more Indian startups:

1. Explore dual listings

2. Attract global VC and PE investments

3. Aspire to scale across international markets

Now, Indian exchanges can offer:

1. Regulatory parity

2. Founder-aligned incentives

3. A credible public capital exit framework

Outcome: Fewer startups will feel the need to list abroad — strengthening domestic financial markets.

6. Supports Market Timing and IPO Pipeline Momentum

In 2024:

1. 13 startups went public, raising over ₹29,000 crore.

2. 25+ more were exploring listing, though some paused due to market volatility.

With SEBI’s reform:

1. The economic case for going public strengthens.

2. Even if timing is tricky, founders can now plan better — knowing their incentives remain intact.

3. Delayed IPOs can resume without reworking ESOP grants or cap tables.

Outcome: A more resilient IPO pipeline, especially as macro conditions improve in late 2025 and beyond.

7. Reinforces Good Governance with Founder Incentivization

The reform ensures:

1. Disclosure of ESOPs in DRHP filings

2. A minimum 12-month grant window before filing

3. Continued compliance with SBEB & SE Regulations

This sends a clear message:

India’s capital markets are pro-innovation, but not at the cost of transparency.

Outcome: A regulatory environment that combines flexibility, fairness, and accountability.

Case Study: Why This Matters — Hypothetical Example

Imagine a founder of a startup like “TechNova,” who:

1. Has built the company for 10 years

2. Draws only ₹25,000/month as salary

3. Owns just 5% due to multiple fundraising rounds

4. Is planning to list on the NSE

Under old rules, if TechNova goes public:

1. The founder would be disqualified from ESOPs

2. They’d receive no further equity participation

Under the new rule:

1. The founder retains ESOPs granted a year before DRHP

2. They can monetize post-IPO performance

3. They stay motivated to lead the company into its next decade

This is a paradigm shift for startup founders.

Comparison with Global Markets

Let’s put things into a global context:

Country	Post-IPO ESOPs for Founders?	Regulatory Stance
USA (NASDAQ)	Yes	Common practice; part of compensation strategy
UK (LSE AIM)	Yes	Encouraged for growth companies
Singapore (SGX)	Yes	Allowed with disclosures
India (pre-reform)	No	Previously prohibited for promoters
India (post-reform)	Yes	Allowed with conditions (1-year pre-DRHP grant)

 

With this move, India aligns itself with global best practices, making it a more attractive destination for high-growth tech startups.

ESOP Buyback Trends Signal Maturity

One of the clearest signs of a maturing startup ecosystem is how companies treat employee stock options — not just as a perk, but as a real, liquid reward for value creation. In India, the ESOP landscape has evolved significantly in recent years, and the latest SEBI reform complements that trajectory.

The increasing frequency and sophistication of ESOP buyback programs are proof that startups are no longer waiting until IPOs to deliver returns to employees and founders. Instead, they are using structured liquidity events to reward, retain, and reinvest in their teams.

Buybacks Are Becoming Commonplace

According to data from Qapita (a leading equity management platform):

1. In 2024, 26 startups announced ESOP buyback programs — up from 19 in 2023.

2. While the total payout value dropped to $252 million, this was a correction from the $825 million recorded in 2023 (skewed heavily by Flipkart’s mega buyback).

3. The trend clearly indicates increased adoption of buybacks as part of employee compensation and retention strategy.

This marks a shift from:

1. Early-stage mindset (where ESOPs are viewed as distant future gains)

   To:

2. Growth-stage and pre-IPO mindset (where ESOPs are actively monetized as a business tool)

What Do These Buybacks Represent?

ESOP buybacks are no longer rare events. They reflect:

1. Maturity of Private Markets
   Startups are creating internal liquidity cycles before reaching IPO, reducing employee turnover and enhancing morale.

2. Investor Support
   Buybacks are often backed by secondary funding rounds or internal reserves, showing strong investor faith in the company’s fundamentals.

3. Governance Readiness
   Conducting structured buybacks requires clear equity records, pricing policies, and board oversight — all signs of governance discipline.

4. Talent Strategy
   Companies use buybacks to:

   1. Retain top performers

   2. Recruit experienced leadership

   3. Show commitment to long-term employee wealth creation

Linking Buyback Momentum with SEBI’s ESOP Reform

SEBI’s decision to allow promoters (founders) to hold ESOPs post-IPO fits seamlessly into this rising culture of structured equity management.

Here's how they align:

Buyback Trend	SEBI Reform Synergy
Startups normalizing ESOP liquidity pre-IPO	SEBI facilitates ESOPs post-IPO for founders
Employees monetizing stock options	Founders now retain their equity upside too
Maturing approach to cap table management	Greater clarity and transparency through DRHP disclosures
Leadership retention through equity	Founders now incentivized to stay beyond listing

 

This dual momentum — internal (buybacks) and external (regulatory reform) — suggests that India’s equity markets are entering a new era of sophistication.

Industry Voices on ESOP Buyback Culture

“Buybacks are no longer vanity events. They’re part of a broader founder and talent retention strategy. With SEBI’s rule, even founders now get to share in this liquidity cycle post-listing.”
— Equity Advisor, VC-backed Startup

“We’ve seen employees value ESOPs more once they see real money from buybacks. Founder participation adds credibility to the whole system.”
— HR Head, Late-Stage Fintech Startup

These statements underscore the psychological and structural impact of treating ESOPs as real rewards, not empty promises.

The New Equity Lifecycle in Indian Startups

Traditionally, equity in Indian startups followed this basic path:

Grant ESOPs → Wait till IPO → Cash Out (if lucky)

Now, the flow is evolving into:

Grant ESOPs → Periodic Buybacks → Continued Value Post-IPO (via SEBI’s reform)

This modern lifecycle:

1. Reduces dependency on IPOs as the sole liquidity event

2. Enhances predictability for employees and founders

3. Strengthens trust in stock-based compensation

Case in Point: The 2023–24 Buyback Momentum

Some notable buyback programs in 2023–24 included:

1. Razorpay, Swiggy, and Zerodha offered multi-million-dollar ESOP buybacks

2. Lenskart and Groww extended participation to even junior-level employees

3. A mix of secondary and funded buybacks showed flexible strategies

This proves that startups are ready to:

1. Share the wealth

2. Play the long game

3. Prepare for public markets with maturity

And with SEBI’s post-IPO ESOP allowance, founders can now lead by example — staying invested long after the ticker tape settles.

Challenges and Criticisms: Is It All Good News?

While SEBI’s ESOP reform has been widely applauded as a long-overdue and founder-friendly move, no policy is without its caveats, challenges, or unintended consequences.

Let’s explore the limitations, criticisms, and grey areas that industry observers, legal experts, and founders have pointed out.

1. Not Applicable Retroactively

Issue:
One of the biggest limitations of the reform is that it is not retroactive.

1. Founders who received ESOP grants within 12 months prior to filing the Draft Red Herring Prospectus (DRHP) will not be eligible to retain or exercise those options post-IPO.

2. This affects startups already in the late stages of IPO planning in 2024–2025, who may have granted ESOPs without anticipating this rule.

Impact:
Founders close to IPO filing are now stuck — either having to:

1. Wait longer to meet the 12-month requirement, or

2. Forego their ESOPs altogether

Criticism:
Stakeholders argue that a one-time grandfathering provision for existing companies could have softened this impact.

2. The One-Year Cooling-Off Period: Practical or Painful?

Issue:
While the 12-month holding period before DRHP filing ensures the rule isn't misused, some founders argue it may be too restrictive.

1. Startups operate in rapidly changing markets.

2. IPO timelines often shift due to economic or geopolitical conditions.

What if:

1. ESOPs were granted 11 months ago, but IPO plans had to accelerate?

2. Market conditions forced a quicker DRHP filing?

Impact:
The rigid timeline may force some founders to choose between:

1. Postponing IPOs (risking market timing), or

2. Losing ESOP benefits

Criticism:
Some suggest a sliding scale or tiered approach to eligibility instead of a fixed one-year rule.

3. Limited to ‘Promoter’ Designation — What About Co-Founders and CXOs?

Issue:
The reform applies specifically to founders designated as “promoters”. But in many modern startups:

1. The founding team includes multiple people, not all of whom are classified as promoters.

2. Key CXOs (e.g., CTOs, CFOs) who join early often receive significant ESOPs.

Impact:
These individuals still face the same post-IPO ESOP restrictions as before — potentially leading to inequity within leadership teams.

Criticism:
A more nuanced classification — such as “early management equity holders” — may be needed in the future.

4. Potential for Misinterpretation and Ambiguity

Issue:
Despite its good intentions, the reform introduces new grey areas, such as:

1. How to define "grant" — is it the date of board approval, vesting, or acceptance by the founder?

2. What if an ESOP plan was revised or re-priced close to IPO?

3. Will DRHP disclosures be uniformly enforced by merchant bankers?

Impact:
This can lead to compliance risks or legal confusion, particularly in companies without robust equity management systems.

Criticism:
SEBI may need to issue implementation guidelines or FAQs to eliminate ambiguity and reduce litigation risk.

5. Possibility of ESOP Misuse or Window Dressing

Issue:
There’s a risk — however small — that some companies may:

1. Use strategically timed ESOP grants to promoters under the guise of performance incentives.

2. Dress up the DRHP disclosures to make such grants appear aligned with long-term value, even if they’re not.

Impact:
Such actions could:

1. Undermine investor trust

2. Attract regulatory scrutiny

3. Harm the startup ecosystem’s credibility

Criticism:
Stronger auditing, board oversight, and penalty mechanisms are necessary to ensure the rule is not gamed.

6. Potential Market Perception Risk

Issue:
While many investors support founder retention, some public market analysts and retail investors may view the reform skeptically.

1. There’s a risk of misinterpretation that founders are rewarding themselves excessively.

2. ESOP disclosures in DRHPs could become public relations flashpoints during IPO marketing.

Impact:
Companies will need to manage:

1. Clear investor communication

2. Transparent disclosures

3. Possibly even media narratives around founder compensation

Criticism:
Investor education and better storytelling around ESOPs will be essential to ensure positive market sentiment.

7. Reform Doesn’t Address Deeper Structural Issues

Issue:
Some stakeholders argue that while the reform is welcome, it still doesn’t fix:

1. High taxation on ESOPs at exercise

2. Lack of secondary markets for ESOP liquidity pre-IPO

3. Ambiguities around buyback pricing and valuation

Impact:
Unless paired with tax reforms and liquidity mechanisms, ESOPs will remain sub-optimal as compensation tools, especially for early-stage employees.

Criticism:
A more holistic ESOP reform package may be needed — including coordination with CBDT and Ministry of Corporate Affairs.

Conclusion: A Policy That Recognizes Founders as Builders

SEBI’s ESOP reform is more than a rule change — it’s a recognition of the sweat, time, and sacrifice that startup founders pour into their ventures.

By enabling founders to continue participating in equity gains post-IPO, India is finally saying: we support our entrepreneurs not just in their struggle to build, but in their success too.

This reform:

1. Brings fairness to the capital markets

2. Aligns founders’ incentives with long-term company growth

3. And puts India on a global footing in startup-friendly regulations

It is, in every sense of the word, a game changer.