In short: Getting an ESOP right in Mumbai means four things working together: a scheme compliant with Section 62(1)(b) of the Companies Act, 2013; the correct valuation professional for the transaction at hand; a tax position consistent with the Income-tax Act, 2025; and paperwork that holds up under a funding round, a stock exchange listing, or a group auditor’s review. The 2 January 2026 change is what makes Mumbai different from the rest of India on this point — SEBI’s move from merchant bankers to independent Registered Valuers for listed-company schemes lands hardest exactly where the listed companies and their regulators are concentrated.
CA Murli Chandak is an IBBI-Registered Valuer for the asset class Securities or Financial Assets, registration number IBBI/RV/07/2021/14408, and has completed more than 300 valuation assignments across more than 7 countries, including the United States. Mumbai’s ESOP demand comes from an employer base unlike any other Indian city: the Reserve Bank of India, the Securities and Exchange Board of India, the Bombay Stock Exchange and the National Stock Exchange are all headquartered here, alongside the country’s largest concentration of listed companies, a fast-growing fintech and wealth-tech sector, and the largest base of private equity, venture capital and alternative investment fund managers in India. For each of these groups, the practical questions rarely concern the concept of an ESOP. They concern which professional must now sign which certificate after the December 2025 SEBI change, how a fund-backed startup’s pool should be sized ahead of a listing, and what the perquisite tax actually costs an employee under the rules now in force.
1. Contents
- Why Mumbai companies are turning to ESOPs
- What an ESOP is, in four stages
- What changed for Mumbai companies in 2026
- The legal framework: unlisted and listed companies
- Who values what: registered valuer, merchant banker or chartered accountant
- ESOP taxation in India: the two-stage framework
- What this ESOP advisory covers
- Experience behind Mumbai engagements
- Documents needed to start
- How a Mumbai engagement runs
- Common mistakes Mumbai companies make with ESOPs
- Frequently asked questions
2. Why Mumbai companies are turning to ESOPs
Mumbai’s ESOP demand is driven by a combination unmatched elsewhere in India. The city is India’s financial capital, hosting the Reserve Bank of India’s central office, the Securities and Exchange Board of India’s headquarters at Bandra Kurla Complex, and both national stock exchanges. That concentration means Mumbai carries the largest share, by some distance, of India’s listed-company registered offices — precisely the population the December 2025 SEBI valuation change was written for.
Alongside listed companies, Mumbai has built a fast-growing fintech, wealth-tech and digital-broking sector competing for the same compliance, risk and product talent. Mumbai-headquartered startups raised roughly $2.1 billion across 146 deals in 2025, per Inc42’s Datalabs tracker — down from $3.7 billion the year before, but still enough to keep the city among India’s three largest startup ecosystems, with fintech a recurring presence among the largest rounds. The city’s Banking, Financial Services and Insurance Global Capability Centre workforce is estimated at more than 80,000 professionals, a meaningful share of whom sit inside an Indian entity that runs its own ESOP pool alongside the parent’s global equity plan. Separately, Mumbai hosts the largest concentration of private equity, venture capital and alternative investment fund managers in India, and their portfolio companies routinely need ESOP pools sized, restructured or freshly valued ahead of a new funding round or an IPO-readiness review.
An ESOP only delivers retention value if the scheme is compliant from the first grant and the valuation and tax positions are defensible when a stock exchange, an IPO due-diligence team or an Assessing Officer eventually looks at them. For a Mumbai company, that scrutiny tends to arrive earlier and from more directions than elsewhere in India — the same density of reviewers already documented on this site’s Registered Valuer in Mumbai page — maintained by CA Murli Chandak, IBBI-Registered Valuer for Securities or Financial Assets — applies with equal force to ESOP valuations.
3. What an ESOP is, in four stages
An Employee Stock Option Plan gives an employee the right, not the obligation, to acquire company shares at a predetermined exercise price after satisfying vesting conditions. No ownership passes at grant — only the right to acquire shares later.
| Stage | What happens |
|---|---|
| 1. Grant | The company allots a defined number of options to an eligible employee, recorded in a grant letter that fixes the exercise price and the vesting schedule |
| 2. Vesting | The employee earns the right to exercise once the vesting conditions are satisfied — most often a minimum period of continuous service, sometimes combined with performance conditions |
| 3. Exercise | The employee pays the exercise price for vested options and is allotted shares, which is when the first tax event and the first valuation requirement arise |
| 4. Sale | The employee sells, subject to the company’s policies and any lock-in — the second and last tax event |
4. What changed for Mumbai companies in 2026
4.1 SEBI now requires an independent Registered Valuer, not a merchant banker, for listed-company ESOP and sweat equity schemes
This is the single most consequential ESOP-related change of 2026, and it lands with particular force on Mumbai, which holds India’s largest concentration of listed-company registered offices and of the compliance officers, company secretaries and merchant bankers who service them. Under the original SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, the valuer for a listed company’s ESOP or sweat equity scheme could be an independent chartered accountant or a merchant banker. The Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) (Second Amendment) Regulations, 2025, notified 3 December 2025 and effective from 2 January 2026, replaced that position. Regulation 2(1)(ww) now defines “valuer” by reference to Section 247 of the Companies Act, 2013, and Regulation 34(1) now requires all fresh valuations under the Regulations to be carried out by an independent Registered Valuer. A merchant banker already engaged before the amendment could complete only the assignment already underway, within a nine-month transition window running from the 2 January 2026 effective date.
The same notification date also amended the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 to require a Registered Valuer, rather than a merchant banker or chartered accountant, to determine the open offer price for infrequently traded shares — a parallel change relevant to Mumbai’s high volume of open-offer and takeover activity, though outside the scope of this ESOP guide.
For a Mumbai company that has listed, or is preparing to list, on the BSE or NSE, the valuation of its ESOP or sweat equity scheme is now squarely IBBI-Registered Valuer work, not merchant banker work. A company that engaged a merchant banker for a fresh listed-company ESOP valuation after 2 January 2026 is not compliant with the current SEBI framework, and a company still running on a pre-amendment merchant banker assignment should have its transition plan settled well before the nine-month window closes. CA Murli Chandak’s registration as an IBBI Registered Valuer for Securities or Financial Assets sits directly within this requirement.
4.2 The Ministry of Corporate Affairs also redrew Mumbai’s own ROC map
Separately from the SEBI change, the Ministry of Corporate Affairs re-aligned Maharashtra’s Regional Directorates with effect from 16 February 2026 (Notification S.O. 4852(E) dated 23 October 2025, as amended by S.O. 6115(E) dated 30 December 2025, which deferred the originally notified 1 January 2026 effective date) — Regional Director (WR-I), headquartered at Mumbai, now covers Mumbai and Mumbai Suburban, Goa and Daman and Diu; Regional Director (WR-II), headquartered at Navi Mumbai, covers the rest of Maharashtra. For an ESOP scheme resolution under Rule 12, the more immediate practical question is which Registrar of Companies the filing goes to:
| Registrar of Companies | Districts covered from 16 February 2026 |
|---|---|
| ROC Mumbai-I | Mumbai and Mumbai Suburban |
| ROC Mumbai-II, Navi Mumbai | Aurangabad, Dhule, Jalgaon, Nandurbar, Nashik, Palghar, Raigad and Thane |
| ROC Pune (unaffected by the February 2026 realignment) | Ahmednagar, Kolhapur, Pune, Ratnagiri, Sangli, Satara, Sindhudurg and Solapur |
| ROC Nagpur (newly established) | 11 districts of Vidarbha and 7 districts of Marathwada |
| NCLT Mumbai Bench | Companies with a registered office in Maharashtra and Goa |
Sources: Ministry of Corporate Affairs, PIB release dated 31 December 2025 (Regional Directorate and ROC Mumbai-I/Mumbai-II/Nagpur split); ROC Pune’s separate, pre-existing jurisdiction is confirmed against MCA’s own Registrar of Companies directory.
For an ESOP scheme specifically, this matters at the special-resolution filing stage: a group with a holding company registered in Mumbai or Mumbai Suburban and an ESOP-issuing subsidiary registered in Thane, Nashik, Pune or Raigad may now deal with two or three separate Registrars for what is a single, group-wide ESOP rollout. Field office jurisdictions are re-notified from time to time, so the correct office for a specific registered office should always be confirmed against the MCA’s own Registrar of Companies directory before a scheme resolution is filed — coordinating exactly this kind of multi-Registrar filing sits within the scheme-documentation support CA Murli Chandak provides for Mumbai engagements (Section 8). A fuller breakdown of Mumbai’s Regional Directorate and Registrar structure is set out on this site’s Registered Valuer in Mumbai page.
5. The legal framework: unlisted and listed companies
5.1 Unlisted companies
Most Mumbai ESOP schemes sit inside unlisted private limited companies — true of the large majority of fintech, wealth-tech and other technology startups, and of the Indian holding entities beneath a BFSI Global Capability Centre. These schemes are governed by Section 62(1)(b) of the Companies Act, 2013 read with Rule 12 of the Companies (Share Capital and Debentures) Rules, 2014. Rule 12(6)(a) requires a minimum period of one year between the grant of an option and its vesting, and the scheme must be approved by shareholders through a special resolution, with the material terms disclosed in the explanatory statement. The rule does not itself require a registered valuer’s report at the scheme-approval stage — that requirement arises later, and separately, for financial reporting and for the tax position at exercise.
A Mumbai GCC whose ultimate parent is listed overseas, or a fund-backed startup preparing for a domestic IPO, sits in this unlisted-company category for as long as its own shares remain unlisted: the parent’s listing, or the company’s own IPO plans, do not change the applicable route for the scheme it runs today. CA Murli Chandak’s engagements with Mumbai’s fintech and GCC clients begin with exactly this classification step, before any valuation scope is set.
5.2 Listed companies
A listed company’s ESOP, restricted stock unit, stock appreciation right or sweat equity scheme is governed by the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 — now requiring an independent Registered Valuer under Regulation 34(1), following the December 2025 amendment described in Section 4.1. For a Mumbai company that has recently listed, this is frequently the first point at which the company encounters Registered Valuer work at all, having relied on a merchant banker for pricing throughout the IPO process itself.
6. Who values what: registered valuer, merchant banker or chartered accountant
Wrong-professional errors cause more refiling delay than wrong numbers do — and Mumbai’s concentration of listed and recently-listed companies means this mistake shows up here more than anywhere else, simply because the SEBI position changed so recently. As the IBBI Registered Valuer now named for exactly this category of listed-company work, CA Murli Chandak sees this misstep first-hand, often in a scheme that had already engaged the wrong professional before reaching this desk. The table below sets out which professional applies to each ESOP-related requirement.
| Requirement | Who values or signs | Statutory basis |
|---|---|---|
| Approval of the ESOP scheme, unlisted company | Special resolution of shareholders; no external valuer required at this stage | Section 62(1)(b) read with Rule 12, Companies (Share Capital and Debentures) Rules, 2014 |
| Valuation for a listed company’s ESOP or sweat equity scheme | Independent Registered Valuer under Section 247, Companies Act, 2013 | Regulation 34(1), SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, as amended w.e.f. 2 January 2026 |
| Fair value of options at grant, for financial reporting | Valuation professional applying an option-pricing model such as Black-Scholes | Ind AS 102, Share-based Payment |
| Perquisite fair market value at exercise, unlisted shares | Category I Merchant Banker registered with SEBI, on the exercise date or a date not more than 180 days earlier | Section 17(1)(d) read with Section 17(5)(h), Income-tax Act, 2025, and Rule 15(6), Income-tax Rules, 2026 |
| Perquisite fair market value at exercise, listed shares | Average of the opening and closing exchange price on the exercise date — no separate valuer required | Rule 15(6), Income-tax Rules, 2026 |
| Tax deducted at source on the perquisite | Employer, at the time of exercise | Section 392, Income-tax Act, 2025 |
Where a Mumbai company needs more than one certificate for the same transaction — a listed-company Registered Valuer’s report alongside a Category I Merchant Banker’s tax certificate, for instance — the practical answer is to build both on one consistent set of financial assumptions, so the two documents do not tell a reviewer, a stock exchange or a parent-company auditor two different stories about the same company. Where a Merchant Banker’s certificate is required alongside a registered valuer’s report, that certificate is issued by a SEBI-registered Category I Merchant Banker within the same coordinated engagement.
There is a second registration check worth making here, separate from the Category I Merchant Banker requirement itself: the SEBI (Merchant Bankers) (Amendment) Regulations, 2025 (F. No. SEBI/LAD-NRO/GN/2025/282, effective 2 January 2026) confine fresh valuation engagements to Merchant Bankers who additionally hold SEBI registration for valuation-related activities specifically. For a Mumbai company used to treating any Category I Merchant Banker as interchangeable for this purpose, that assumption no longer holds without confirming the specific registration.
Not sure which certificate your ESOP grant needs? If you are planning a grant, moving a listed-company scheme off a merchant-banker valuation, or preparing ESOP documentation for a funding round or IPO, a short conversation up front is usually faster and cheaper than redoing the work later. A no-charge 30-minute consultation with CA Murli Chandak will confirm which professional and which method apply to your transaction.
7. ESOP taxation in India: the two-stage framework
ESOPs are taxed at two separate points, and the Income-tax Act, 2025, which took effect from 1 April 2026, renumbered the relevant provisions without changing the underlying framework. The worked examples below follow the same approach CA Murli Chandak applies on Mumbai engagements — coordinating the Category I Merchant Banker’s exercise-date valuation so the figures feeding perquisite tax and the client’s own cap-table model never tell two different stories.
7.1 Stage 1: perquisite tax at exercise
Exercise is where the first tax bill arrives: the spread between exercise-date fair market value and the exercise price paid counts as a Salary-head perquisite under Section 17(1)(d) read with Section 17(5)(h) of the Income-tax Act, 2025, calculated per Rule 15(6) of the Income-tax Rules, 2026, and the employer withholds tax at source under Section 392.
Worked example. An employee of a Mumbai fintech company exercises 1,200 vested options at an exercise price of Rs 200 per share, when the fair market value determined by the Category I Merchant Banker is Rs 620 per share.
Taxable perquisite = (Rs 620 − Rs 200) × 1,200 = Rs 5,04,000, added to the employee’s salary income for the year and taxed at the applicable slab rate, with TDS deducted by the employer at the time of exercise.
7.2 Stage 2: capital gains at sale
The Stage 1 fair market value doesn’t disappear — it becomes the cost of acquisition for capital gains, so nothing gets taxed twice. Holding period is measured from allotment at exercise, never from the grant date. Cross 24 months on an unlisted holding and it becomes long-term, governed by Section 197 of the Income-tax Act, 2025 (successor to Section 112 of the 1961 Act), currently a flat 12.5 percent with indexation unavailable.
Continuing the example: the employee sells the 1,200 shares 26 months after exercise at Rs 900 per share. Capital gain = (Rs 900 − Rs 620) × 1,200 = Rs 3,36,000, taxed as long-term capital gains at 12.5 percent, before cess.
7.3 Deferred taxation for eligible startups
One category gets breathing room: employees of a DPIIT-recognised startup that also holds Inter-Ministerial Board certification under Section 140 of the Income-tax Act, 2025 (successor to Section 80-IAC) don’t have to settle Stage 1 tax in the exercise year itself. Section 392(3) read with Section 289(3) of the 2025 Act (successor to Section 192(1C)) sets the deferral to run until whichever comes first:
- 60 months from the end of the tax year in which the shares were allotted, for shares allotted on or after 1 April 2026 — extended from the 48-month window that applied to allotments before that date;
- the date the employee ceases to be an employee of the company; or
- the date the employee sells the shares.
Postponed is not the same as waived: the liability is still calculated at the allotment year’s slab rate, and the employer’s duty to compute and report it stands regardless of when the cash actually moves. The deferral is most relevant to Mumbai’s DPIIT-recognised fintech and startup base; it is generally unavailable to a listed company’s ESOP holders and to most BFSI Global Capability Centre employees, since neither a listed issuer nor an established GCC subsidiary is ordinarily a DPIIT-recognised startup holding Section 140 certification.
8. What this ESOP advisory covers
CA Murli Chandak’s ESOP advisory work for Mumbai clients covers the following:
- Scheme design. Pool sizing, eligibility criteria and vesting structure aligned to the company’s hiring plan, funding trajectory and, where relevant, listing timeline.
- Valuation coordination. Grant-date fair value for Ind AS 102 accounting, and coordination with a SEBI-registered Category I Merchant Banker for the exercise-date perquisite FMV where the company is unlisted.
- Listed-company transition support. Reviewing an existing merchant-banker-based ESOP or sweat equity valuation and migrating it to Registered Valuer methodology before the nine-month transition window under the December 2025 SEBI amendment closes.
- Global-plan reconciliation. Aligning an India-specific ESOP pool with a parent company’s existing RSU or ESPP programme, a recurring requirement for Mumbai’s BFSI GCCs and overseas-owned fintech subsidiaries.
- Scheme documentation. Board and shareholder resolutions, the ESOP policy document, and individual grant letters consistent with the approved scheme.
- Cap table modelling. Grants, vesting, exercises, lapses and cancellations tracked against the fully diluted capitalisation table, including pre-funding-round and pre-IPO dilution scenarios.
- Compliance calendar. Filing deadlines tied to grant, vesting and exercise events, and to the applicable ROC and Regional Directorate following the February 2026 Mumbai realignment.
- Employee communication. Plain-language explanation of vesting, exercise, taxation and liquidity so option holders understand what they hold.
9. Experience behind Mumbai engagements
This track record maps directly onto Mumbai’s own ESOP demand: the registration category listed and soon-to-list companies now need under the SEBI shift, the fund and purchase-price-allocation experience fintechs and PE/VC-backed startups draw on, and the cross-border impairment work BFSI GCCs rely on when reconciling a parent’s global equity plan against Indian requirements.
CA Murli Chandak, FCA, is registered with IBBI as a Registered Valuer for Securities or Financial Assets under Section 247 of the Companies Act, 2013, registration number IBBI/RV/07/2021/14408 — the exact credential Mumbai’s listed and soon-to-list companies now need under the SEBI shift — built over more than 8 years in valuation practice. For Mumbai’s fintech and PE/VC-backed startups, that includes more than 15 purchase price allocations under Ind AS 103 (one under ASC 805) and debt and equity valuation for more than 10 Indian funds. For its BFSI GCCs, it includes more than 30 impairment tests under Ind AS 36 (one under ASC 350), several defended before Big Four audit teams. The practice overall spans more than 300 valuation assignments across more than 7 countries, including the United States.
10. Documents needed to start
CA Murli Chandak requests the following from a Mumbai company at the outset, so drafting and valuation can begin without a mid-engagement pause for missing paperwork:
- Constitutional. Certificate of incorporation, memorandum and articles of association.
- Capital structure. Capitalisation table, shareholding pattern, and any existing ESOP pool or scheme document.
- Financial. Audited financial statements for the last 3 years, and the latest management or provisional accounts.
- Agreements. Existing shareholder, joint-venture or investment agreements that may restrict dilution or require investor consent.
- Workforce. Proposed grantee list or eligibility criteria, and anticipated hiring plans driving the pool size.
- Global plan documents. Where applicable, the parent company’s RSU or ESPP plan rules, so the India-specific scheme is drafted consistently with it.
- Listing documentation. Where the company is listed or preparing to list, the existing merchant-banker valuation history for the scheme and the current draft red herring prospectus or listing timeline.
- Forward-looking. Board-approved business projections supporting the valuation.
11. How a Mumbai engagement runs
Every Mumbai engagement runs through the same sequence CA Murli Chandak follows nationwide, adapted only for whether the company is listed or unlisted:
| Step | What happens |
|---|---|
| 1 | Consultation to establish whether the company is listed or unlisted, and therefore which professionals and which certificates the scheme requires |
| 2 | Engagement letter setting out purpose, valuation date, standard applied and scope |
| 3 | Information request for the documents in Section 10, issued in tranches so drafting can begin early |
| 4 | Pool sizing and vesting structure discussion with founders, the board, or the GCC’s or listed company’s India leadership team |
| 5 | Valuation build — grant-date fair value, and coordination with a Category I Merchant Banker or, for a listed scheme, the Registered Valuer work directly |
| 6 | Draft scheme documents and valuation shared for verification of facts |
| 7 | Board and shareholder approval support, followed by signed reports and ongoing administration support |
Working with a Mumbai client from an Ahmedabad-based practice changes nothing about the quality of the file, and every step above runs through document-based workflows and video consultations.
12. Common mistakes Mumbai companies make with ESOPs
These are the errors CA Murli Chandak sees most often when a Mumbai company’s ESOP scheme reaches this desk for review:
- Continuing to use a merchant banker for a listed-company scheme after 2 January 2026. Only assignments already underway before that date could be completed by a merchant banker, within the nine-month transition window.
- Global plan and Indian ESOP treated as interchangeable. A BFSI GCC’s or fintech subsidiary’s assumption that the parent’s RSU or ESPP programme automatically satisfies India’s requirements is incorrect; a separate, Section 62(1)(b)-compliant scheme is still needed for options over the Indian entity’s own shares.
- Pool sized without a funding-round or listing dilution model. An undersized pool limits future grants; an oversized pool dilutes existing shareholders, and investors and underwriters both test this closely before a round or an IPO.
- Tax treated as an afterthought. Employees are frequently surprised by the Stage 1 perquisite tax liability at exercise, which is payable in cash on a non-cash gain — and, for most listed-company and GCC employees, is not eligible for the startup deferral in Section 7.3.
- Filing with the wrong Registrar. Sending a scheme resolution to ROC Mumbai-I for a Thane- or Nashik-registered entity, or vice versa, based on the assumption that all of the Mumbai Metropolitan Region falls under one Registrar.
- Cap table not updated in real time. Grants, exercises, lapses and cancellations that are not reflected promptly create confusion at the next funding round, listing preparation or parent-company consolidation.
13. Frequently asked questions
Does an ESOP consultant have to be based in Mumbai to advise a Mumbai company?
No. IBBI Registered Valuer registration under Section 247 applies nationwide, and the bulk of an ESOP engagement — document review, valuation work, scheme drafting, video meetings — happens through digital workflows no matter where the advisor sits.
Who values a listed Mumbai company’s ESOP scheme now?
An independent Registered Valuer under Section 247 of the Companies Act, 2013, following the SEBI (Share Based Employee Benefits and Sweat Equity) (Second Amendment) Regulations, 2025, effective 2 January 2026 — the same registration category CA Murli Chandak holds.
Can a merchant banker still value our listed company’s ESOP scheme?
Only if the assignment was already underway before 2 January 2026, and even then only within the nine-month transition window. Any fresh valuation started after that date must be carried out by an independent Registered Valuer.
Which Registrar of Companies does a Mumbai company file with now?
ROC Mumbai-I, for a registered office in Mumbai or Mumbai Suburban. A registered office in Thane, Nashik, Palghar, Raigad or several other districts files with ROC Mumbai-II at Navi Mumbai instead; Vidarbha and Marathwada districts file with the newly established ROC Nagpur; and Pune, Kolhapur, Satara, Sangli and several other western Maharashtra districts continue to file with the separate, unaffected ROC Pune.
Which NCLT bench hears a scheme of arrangement involving a Mumbai company’s ESOP pool?
The NCLT Mumbai Bench, for a company with a registered office in Maharashtra or Goa.
Is a valuation compulsory before an unlisted company launches an ESOP?
Not at approval — Rule 12 doesn’t call for a registered valuer’s report before the scheme is approved. The valuation need arrives soon after: Ind AS 102 accounting at grant, then the Category I Merchant Banker’s perquisite FMV at exercise.
Does our GCC’s global RSU or ESPP plan already cover India compliance?
No. A global plan is governed by the parent company’s plan document and its home jurisdiction’s securities law. If the Indian entity itself grants options over its own shares, that scheme still needs separate approval under Section 62(1)(b) of the Companies Act, 2013 and its own valuation and tax treatment in India.
How is the ESOP perquisite tax calculated?
Fair market value on the exercise date, minus the exercise price actually paid, times the number of shares exercised — the result is taxed as salary income under Section 17(1)(d) of the Income-tax Act, 2025.
Can the perquisite tax be deferred?
Yes, for employees of startups holding both DPIIT recognition and the Section 140 Inter-Ministerial Board certificate. The deferral runs for 60 months from the end of the tax year of allotment for shares allotted on or after 1 April 2026, or until the employee leaves or sells the shares, whichever is earliest. This generally does not extend to employees of listed companies or established GCC subsidiaries.
What documents are needed to start designing an ESOP scheme?
Incorporation documents, the capitalisation table, recent financial statements, existing shareholder agreements, the proposed grantee list or eligibility criteria, board-approved projections, and, for a listed or soon-to-list company, the existing valuation history for the scheme. A full list is set out in Section 10.
How long does it take to design and launch an ESOP scheme?
Largely a function of two things: how fast the board and shareholders can settle on pool size and eligibility, and how complete the supplied information is. The initial consultation is where a realistic timeline gets discussed, once the company’s specific facts are on the table.
14. Speak to an ESOP consultant
If you are designing a new ESOP pool, moving a listed-company scheme off a merchant-banker valuation, reconciling a global RSU plan with India’s requirements, or preparing ESOP documentation for a funding round or IPO readiness review, a short conversation with CA Murli Chandak at the outset usually saves considerable rework later. Consultations of up to 30 minutes are offered at no charge.
CA Murli Chandak – FCA | IBBI-Registered Valuer (Securities or Financial Assets) | IBBI/RV/07/2021/14408
Website: murlichandak.com
Phone: +91 99985 39902
Email: murlichandak@murlichandak.com
Statutory positions verified against source on 10 August 2026. Field office jurisdictions, SEBI regulations and Income-tax provisions change from time to time; the position applicable to a specific company should be confirmed before filing. This page is general information on ESOP scheme design, valuation and tax compliance in India and is not advice on any specific transaction. Where a matter requires a legal opinion, specialist legal advice should be taken.
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