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Capital Markets & Transactions

Complete ESOP Solutions — Design to Liquidity

Most ESOP schemes fail in the middle — designed well, then abandoned at trust formation, valuation, or accounting. We run the complete ESOP chain: scheme design, trust formation, independent valuation, Ind AS 102 accounting, exercise mechanics and FMV guidance, and liquidity events. One firm, no handover gaps.

Design → liquiditythe complete chain, one firm
Ind AS 102accounting handled with auditors
Trustformation and administration
Pre-IPOESOP cleanup for listing readiness

When this matters.

The startup hiring its first senior team

You can't pay market cash yet. We design the scheme — pool sizing, vesting, leaver provisions — form the trust, and price the grants, so your offers compete.

The company with a broken scheme

Options granted informally, no trust, accounting never done. We remediate — regularise the grants, fix the accounting, and put administration on rails.

The pre-IPO company

ESOPs must be listing-ready: trust cleanup, FMV documentation, Ind AS 102 compliance, and the disclosures the DRHP requires. We do the full pre-IPO ESOP workup.

What we do.

01

Scheme design

ESOP vs. RSU vs. SARs — selected for your stage and tax outcomes. Vesting schedules, cliff, leaver and bad-leaver provisions, acceleration on exit — drafted, not templated.

02

Trust formation

ESOP trust deed, trustee appointment, and administration — including secondary purchase mechanics and the compliance calendar.

03

Valuation

Independent fair valuation for grant pricing and regulatory compliance — the number your auditors and the tax authorities accept.

04

Ind AS 102 accounting

Expense recognition over vesting, disclosure notes, and auditor coordination — the accounting most schemes get wrong, handled correctly.

05

Exercise & FMV

Exercise mechanics, FMV determination at exercise, perquisite tax computation, and employee communication — so nobody gets a surprise notice.

06

Liquidity events

Buy-backs, secondary sales, and pre-IPO/IPO liquidity — structured for the company, the trust, and the employees.

The regulatory frame.

The law that governs this work.

  • Companies Act, 2013 — Sec 62(1)(b), Rule 12 (share based benefits)
  • SEBI (SBEB) Regulations, 2021 — for listed companies
  • Income-tax Act — perquisite (17(2)), capital gains on sale
  • Ind AS 102 — share-based payment accounting

How we work.

STEP 01

Design

Scheme architecture agreed — instrument, pool, vesting, leavers.

STEP 02

Establish

Trust formed, valuation done, grants priced and documented.

STEP 03

Account

Ind AS 102 expense recognition and disclosures, auditor-aligned.

STEP 04

Liquidate

Exercise, FMV, and liquidity events managed through exit or IPO.

Questions we hear.

When should we set up ESOPs?

When you need senior talent you can't yet pay in cash — typically seed to Series A. Setting up early is cheaper than fixing a broken scheme later.

ESOP, RSU, or SARs?

ESOPs suit early-stage upside; RSUs suit later-stage certainty; SARs suit cash-settled phantom value. Tax and accounting differ — we recommend on your facts.

How are employees taxed?

Perquisite tax at exercise on the FMV spread, capital gains at sale. We guide the company and the employees so the notices don't surprise.

Do we need a trust?

Not mandatory, but standard at scale — it simplifies administration, secondaries, and pre-IPO cleanup. We advise on your stage.

Talk to us

Start with a conversation.

Tell us where your company is headed. A partner — not a sales rep — will respond.

Request a consultation