Cap table confidence, built for Indian startups​

Most founders think of their cap table as just founders and investors. But your employee option pool is a critical line item that directly affects ownership percentages, dilution calculations, and fundraising readiness. Without proper ESOP management, your cap table tells an incomplete story.

Most founders only look at issued shares, missing the real ownership picture. Your cap table must display fully diluted ownership, accounting for all outstanding options, SAFEs, and warrants. This is what investors actually care about and what determines real control and economics.​

If you don't track vesting, grants, and exercises in your cap table, your numbers become unreliable. A founder might think they own 60%, but with unvested options and future hires factored in, their fully diluted ownership could be 35%. Your cap table needs to show both issued and reserved shares to be accurate.

When an employee vests or exercises, your cap table changes. If these transactions aren't logged immediately, your ownership breakdown drifts. Every vesting event should be updated on your cap table in real time.​

Reserve too small an option pool and you'll either over hire (diluting everyone) or underpay talent (vesting equity they can't afford to exercise). Reserve too large and investors question your discipline. Your cap table should model different pool sizes so you allocate the right amount upfront.

Investors, auditors, and regulators all want to see option pool details: how many shares are reserved, how many are granted, how many remain available. A messy ESOP makes your entire cap table suspect. Clean option tracking builds trust in your numbers.​​

When employees exercise options, they're buying shares at a strike price. This creates a new shareholder and potentially triggers valuation requirements, tax withholding obligations, and cap table restructuring. Your system needs to handle exercise mechanics without breaking your ownership math.

Before you make that critical hire, run the numbers through your cap table. How much equity does the new role need to be competitive? What's the ownership impact on existing shareholders? What's the fully diluted cap table after 10 more hires? Scenario modeling prevents expensive mistakes, especially when you're navigating different compensation expectations across India and Southeast Asian markets.

In markets like India, ESOPs are governed by multiple compliance layers, special board resolutions, disclosures to regulatory bodies, foreign employee reporting requirements, and intricate tax treatments. Startups can issue up to 50% of paid-up capital as ESOP to employees over 7 years, but each grant must be meticulously logged. In Southeast Asia, requirements vary dramatically: Singapore's framework allows cleaner private company structures, Vietnam's system just liberalized registration requirements in 2024, and Thailand focuses on capital market rules for listed entities. Your cap table must accommodate these jurisdictional differences if you have multi-country operations, or it will break down during audits or fundraises.​

For Indian startups, eligible employees can defer tax on ESOP gains by up to 48 months, but this requires precise documentation of grant dates, exercise dates, and fair market valuations in your cap table. If an employee works across borders, tax treatment changes by jurisdiction. Singapore applies "deemed exercise" taxation when employees leave, Vietnam's recent reforms simplified foreign currency flows, and India requires RBI reporting for cross-border grants. Without real-time cap table updates tracking these nuances, you'll face surprise tax liabilities or compliance penalties.