Strategy & Governance · Module
Cap Table & ESOP
A deterministic record of who owns what, and employee equity from pool to exercise
Cap Table & ESOP is planned as a legally linked securities ledger covering holders, rounds, allotments, transfers and conversions, plus employee equity plans from pool to grant, vesting, exercise and expense. Every ledger change needs a linked resolution and a human R4 recording.
A ledger, not a spreadsheet
Cap tables kept in spreadsheets drift from the members register and from board resolutions. Cap Table & ESOP, planned for W4, keeps a deterministic securities ledger. Every change is an immutable transaction with approvals and documents, and the cap table can be reconstructed as of any date.
Securities and holders
Security classes cover equity shares with class rights, compulsorily convertible preference shares and debentures, and employee stock options, with SAFE-style instruments, convertible notes, warrants, SARs and phantom units also planned. Holders are person or organisation records with residency status, masked tax identifiers, demat references and KYC status.
Rounds, allotments and transfers
Issuances cover rights, preferential or private placement, bonus, split and consolidation, and each raises the matching Company Secretarial obligation. Funding rounds track instruments, pre-money, price per share, investor allocations and conditions precedent. Transfers check pre-emption and ROFR rules from articles and SHA metadata. Allotments, grant batches, transfers and plan changes need a linked resolution before the R4 recording Action.
Modelling without touching the ledger
Dilution and pro-forma modelling covers scenario rounds, pool top-ups and fully diluted views before and after. A conversion engine handles ratio, price-based and cap or discount conversions and anti-dilution formulas, and an exit waterfall models liquidation preference stacks across exit values. Scenarios never alter the actual ledger.
Employee equity
ESOP plans hold the plan document, approvals, pool size, eligibility, exercise price policy and exercise windows. Grants move from proposal and approval to offer letter, grantee e-acceptance and the grant register. The vesting engine supports cliffs, monthly, quarterly or annual tranches, milestone and performance conditions confirmed by a person, acceleration, and leave and separation rules. The exercise workflow captures the request, payment reference, FMV lookup and perquisite value, and hands off to Payroll for tax withholding (tax rules to be verified). Share-based payment expense follows Ind AS 102 and IFRS 2 inputs. An ESOP trust route and option surrender are also planned.
Portals and imports
Grantees see grants, vesting, documents and value illustrations labelled as estimates with the valuation used; tax information is explanatory and not tax advice. A grantee helpdesk drafts answers from plan documents and the grantee's own grants for the equity admin to approve. Shareholders get their own portal. Imports from Excel and other equity tools must reconcile to issued capital and the members register, with a signed-off report before go-live.
Features
What Cap Table & ESOP includes
Security classes
Equity, CCPS, CCDs and options, with more instruments planned.
Holder register
Residency, masked tax identifiers, demat references and KYC status.
Issuances and allotments
Rights, preferential, bonus, split and consolidation, raising secretarial obligations.
Transfers with ROFR checks
Pre-emption and ROFR from articles and SHA metadata with approvals.
Funding rounds
Instruments, pre-money, price per share, allocations and conditions precedent.
Dilution and pro-forma modelling
Scenario rounds and pool top-ups without touching the ledger.
Conversions and exit waterfall
Conversion and anti-dilution engines and liquidation preference stacks.
ESOP plans and pools
Plan documents, approvals, pool size, eligibility and exercise rules.
Grants and e-acceptance
Proposal, approval, offer letter, grantee acceptance and grant register.
Vesting engine
Cliffs, tranches, human-confirmed milestones, acceleration and separation rules.
Exercise workflow
FMV lookup, perquisite value and Payroll handoff (tax to be verified).
Share-based payment expense
Ind AS 102 and IFRS 2 inputs with graded vesting and forfeiture true-up.
Point-in-time and audit
As-of reconstruction; every change an immutable transaction.
Reconciled import
Reconciliation to issued capital and members register before go-live.
Workflow
Grant to exercise
- 1
Propose a grant batch under an approved plan
- 2
Link the approving resolution
- 3
Generate offer letters for grantee e-acceptance
- 4
The vesting engine schedules tranches
- 5
The grantee requests exercise within the window
- 6
Perquisite value is computed and handed to Payroll
- 7
The ledger records the exercise after human approval
Workflow
Funding round
- 1
Model the round and dilution as a scenario
- 2
Track conditions precedent
- 3
Pass the allotment resolution
- 4
Record the allotment as an R4 human Action
- 5
Company Secretarial raises filing obligations
AI
AI skills and Digital Employees
Plan-document and SHA Q&A
Answers with citations to plan documents and agreements.
Scenario narration
Explains dilution and waterfall scenarios computed by the engine.
Check failure explanation
Explains deterministic reconciliation failures.
Grantee helpdesk drafts
Drafts answers from the grantee's own grants for admin approval.
Digital Employees that use this module
They act through the same governed Actions as people; risky steps wait for approval.
Frequently asked questions
Can AI change the cap table?
No. Numbers come from deterministic engines, and every ledger change is an R4 Action recorded by a person with a linked resolution.
Does it handle ESOP tax?
It computes perquisite value and hands off to Payroll, using rules that must be verified. It is not tax advice.
Can I import my existing cap table?
Yes, from Excel or other equity tools, with a signed-off reconciliation to issued capital before go-live.
See Cap Table & ESOP in your workflow
Tell us about your team and the outcomes you want. We will walk you through the apps, the Digital Employees and the plan for your industry.