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“We promised ESOPs eight months ago. The scheme is a Word file, grants are emails, and nobody knows what has vested.”

§ 02

Schedule / ESOP

Statutory basis

  • — Rule 12 enforced, not suggested
  • — Perquisite tax, correctly gated
  • — The 2026 law change, handled
  • — Click-wrap acceptance

Walkthrough: demo company
(Bharat Widgets)

ESOP management built on Rule 12

ESOPs in India are a legal procedure, not just a promise: a resolution under Sec 62(1)(b), Rule 12 conditions, grant letters, vesting, and perquisite tax at exercise. Saral runs the whole lifecycle and blocks the mistakes that get expensive later.

Rule 12 enforced, not suggested

The 12-month minimum cliff is a hard block (no exemptions — confirmed by our reviewing CS). Promoters and directors holding over 10% are blocked from grants unless you record an explicit, logged override.

Perquisite tax, correctly gated

Exercise requires an FMV report from a SEBI-registered Category I merchant banker, dated within 180 days — CA reports do not qualify. Saral blocks exercises that would create TDS exposure.

The 2026 law change, handled

Statements cite the Income-tax Act 1961 or 2025 by event date, and the 80-IAC deferral window is 48 or 60 months depending on when shares were allotted. The deferral only applies with the IMB certificate on file.

Click-wrap acceptance

Grant letters are generated as PDFs; employees accept in the portal with timestamp, IP and document hash recorded.

ESOPdemo company
The demo scheme: pool, grants and live vesting computed by the ledger engine daily.
The demo scheme: pool, grants and live vesting computed by the ledger engine daily.

Further exhibits

Every employee sees their own grants, vesting progress and exercise value — nothing else.
Every employee sees their own grants, vesting progress and exercise value — nothing else.

Questions founders ask

QDoes vesting really run itself?

A daily job computes vesting from each grant’s cliff and schedule, idempotently — re-running never double-counts. You see the same numbers the employee sees.

QWhat about employees who leave?

Termination handling freezes unvested options, applies the exercise window, and the register of options (SH-6) stays correct throughout.

QIs the tax math advice?

No. Saral computes the perquisite and timelines from the statute and shows its working; your CA confirms. Statements say exactly this on their face.

Register of modules

Request a demonstration

See esop on the demo company

Bharat Widgets — same data as the screenshots above, live.