An ESOP designed in a hurry, never reviewed, and never explained to employees is not a retention tool. It is a document. Equilay designs ESOPs that work structured right from the start, managed live on the platform, and understood by every employee it belongs to.
Indian private companies issue ESOPs with the best intentions. But the structure is almost always an afterthought - drafted quickly before a hire, never revisited, and completely opaque to the employees it was meant to motivate.
Most ESOP pools are created by picking a number 5%, 10%, 15% without modelling the dilution impact on founders, the adequacy for a 24-month hiring plan, or what happens to the pool after the next funding round.
The scheme is drafted once and filed away. Vesting schedules, exercise windows, good leaver and bad leaver provisions, acceleration clauses - none of it explained to employees. An ESOP nobody understands motivates nobody.
Grant letters sent over email. Vesting tracked manually. Exercise requests handled across WhatsApp threads. No audit trail. No compliance record. No way to answer an investor's due diligence question without a week of reconstruction.
An employee resigns. Nobody is sure what the good leaver terms say. The exercise window is unclear. The cap table is not updated. The situation becomes a negotiation instead of a structured process - and goodwill gets lost on both sides.
Indian private companies issue ESOPs with the best intentions. But the structure is almost always an afterthought — drafted quickly before a hire, never revisited, and completely opaque to the employees it was meant to motivate.
Most ESOP pools are created by picking a number — 5%, 10%, 15% — without modelling the dilution impact on founders, the adequacy for a 24-month hiring plan, or what happens to the pool after the next funding round.
The scheme is drafted once and filed away. Vesting schedules, exercise windows, good leaver and bad leaver provisions, acceleration clauses — none of it explained to employees. An ESOP nobody understands motivates nobody.
Grant letters sent over email. Vesting tracked manually. Exercise requests handled across WhatsApp threads. No audit trail. No compliance record. No way to answer an investor's due diligence question without a week of reconstruction.
An employee resigns. Nobody is sure what the good leaver terms say. The exercise window is unclear. The cap table is not updated. The situation becomes a negotiation instead of a structured process — and goodwill gets lost on both sides.
Design an ESOP that fits your company, not just legal checklists. Plan pool size, dilution, vesting, investor-ready records, and exit scenarios so founders know the equity impact before every hire, round, or exit.
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Run your ESOP programme with ease. Equilay helps HR teams issue digital grants, track vesting, manage exits, send equity statements, and keep every workflow compliant, structured, and audit-ready.
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Equilay aligns cap tables, ESOP events, compliance documents, statutory registers, and investor reports in one platform, so audits stay organised and due diligence is ready without manual tracking or last-minute fixes.
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Access ESOP records instantly for board meetings, investor updates, due diligence, and compliance. Equilay shows live pool status, fully diluted ownership, approvals, filings, and export-ready ESOP data.
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Seven platform features covering the complete ESOP lifecycle each connected to your live cap table, compliance records, and employee portal simultaneously.
Pool sizing with dilution modelling. Vesting structure. Exercise price methodology. Cliff design. Good leaver and bad leaver terms. Acceleration provisions. Companies Act Compliant scheme documentation. Board and shareholder approval support. Designed for your stage not a template.
Issue grants digitally with employee-wise records, approval workflows, and signed letter collection all in the platform. Every grant linked to the ESOP scheme, the cap table, and the employee portal from the moment it is issued.
Time-based, milestone-based, and performance-linked vesting supported. Every employee's vesting status tracked automatically. Cliff dates, milestone triggers, and expiry dates alerted before they fall to HR, to finance, and to the employee.
Employees submit exercise requests through the platform. The workflow guides every step approval, exercise price confirmation, share issuance documentation, and cap table update without HR coordinating across email threads.
Resignation, termination, or voluntary exit the platform applies the correct good leaver or bad leaver terms, calculates the exercise window, processes lapses, updates the available pool, and reflects the change in the cap table. Documented. Compliant. No ambiguity.
Company buybacks of vested options, secondary sale arrangements, pricing references, settlement documentation, and shareholder register updates managed through structured workflows with full compliance records.
Every employee sees their personal equity dashboard grants, vesting timeline, estimated current value, exercise history, and downloadable statements on web and mobile, in plain language. Not a grant letter. A live view of what they own.
Equilay brings ESOP advisory, Indian compliance, live cap table integration, and employee clarity into one connected equity management system.
Equilay designs your ESOP structure first, including pool sizing, scheme documentation, vesting design, and compliance alignment before the platform is configured.
Purpose-built for Indian private and unlisted companies, Equilay supports Companies Act requirements, board approvals, MCA needs, and valuation-linked workflows.
Every ESOP event connects with the live cap table, compliance records, and employee portal, keeping HR, finance, founders, and employees aligned in one platform.
Employees can view their grants, vesting timeline, estimated value, and option details in simple language, making ESOPs more transparent and meaningful.
One focused call. We look at your company stage, current ESOP scheme if one exists, cap table, hiring plan, and valuation. You leave knowing exactly what needs to be done — and in what order.
Pool size, vesting schedule, exercise price, scheme documentation, board approval support designed by our advisory team, aligned with your Companies Act obligations and your investor agreements.
Your ESOP scheme is built into the platform — employee records, grant workflows, vesting calendars, compliance documentation, and stakeholder dashboards configured before the first grant is issued.
Grants issued digitally. Vesting tracked automatically. Exercises processed through guided workflows. Cap table updated. Compliance records maintained. Our advisory team stays active through every ESOP event.
Maintain accurate ownership records across founders, investors, share classes, ESOP pools, and fully diluted holdings.
Explore →Rule 11UA, FMV, and fundraising valuations prepared by registered valuers with full audit-ready documentation.
Explore →Founder rights, investor protections, ROFR, tag-along, drag-along, and exit clauses — structured before they matter.
Explore →Cap table cleanup, waterfall modelling, and investor-ready documentation for any exit or transaction event.
Explore →Nominee registration, share transfers, succession planning, and will drafting for privately held equity.
Explore →Equity knowledge for founders, HR teams, and finance leaders , straight from our advisors.
View all articles →There is no universal answer and anyone who gives you one without understanding your hiring plan, current cap table, funding stage, and investor agreements is guessing. The right pool size is determined by modelling your 18–24 month hiring needs, the dilution impact on founders and existing investors, and the pool adequacy after your next funding round. Equilay's advisory team works through this with you before any pool is created.
Yes and this is one of the most common starting points. Schemes designed without proper documentation, grants issued on spreadsheets, vesting records in HR files, compliance gaps that have never been addressed. Equilay consolidates, reconstructs, and creates a clean single record then manages everything forward from that baseline.
Good leaver provisions typically allow an employee who exits for legitimate reasons — resignation with notice, redundancy, medical grounds — to retain their vested options for an agreed exercise window. Bad leaver provisions — dismissal for cause, breach of contract — typically result in forfeiture of unvested and sometimes vested options. Getting these terms right in the scheme documentation before anyone exits is essential. Equilay's advisory team designs these provisions for your specific company context.
Yes. Exercise price for Indian private companies is typically set at fair market value at the date of grant which requires a Rule 11UA valuation by a registered valuer. Equilay's valuation team handles this alongside the ESOP scheme design so the two are aligned from the start.
Equilay manages Companies Act ESOP scheme documentation, board and shareholder resolutions, grant letter issuance, employee register maintenance, exercise notice processing, and associated MCA filing requirements. Compliance is not a separate engagement — it is built into the workflow from the first grant.
The outcome depends on your scheme's good leaver and bad leaver provisions. Typically vested options are retained for an agreed exercise window and unvested options lapse. Equilay's platform applies the correct terms from the scheme, calculates the exercise window, processes lapses, updates the available pool, and reflects everything in the cap table without HR manually tracking it across spreadsheets.
No. Equilay is built for any Indian private or unlisted company issuing ESOPs — bootstrapped businesses rewarding early employees, PE-backed companies setting up formal programmes, family businesses creating leadership incentive plans, or growth-stage companies managing multi-scheme ESOP programmes. The stage and sector do not matter. The equity does.
Every employee has a personal dashboard showing their granted options, cliff date, vesting timeline, vested and unvested breakdown, exercised options, estimated current value based on the latest company valuation, and downloadable equity statements for tax planning and financial records. In plain language. On web and mobile.
Most ESOPs in Indian private companies are created with good intentions and managed with poor systems. The result is compliance gaps, employee confusion, and equity that never delivers the retention it was designed to create. Equilay fixes this - from the scheme design to the employee portal - with advisory and platform working together from day one.