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.
On the demo company — Bharat Widgets
The demo scheme: pool, grants and live vesting computed by the ledger engine daily.
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.
On the same ledger
Append-only
Every allotment, transfer or grant is an event. Nothing is edited or deleted — a mistake gets a reversing entry.
Exact decimal math
Share counts and ₹ amounts run on Postgres NUMERIC and decimal.js — never a JS float, so nothing rounds wrong.
Row-level isolation
Every table carrying tenant data is scoped by company_id at the database layer, not just hidden in the UI.
Point-in-time replay
Any cap table or register can be recomputed as of any past date by replaying the event log to that point.
The rest of the suite
- Cap table“The cap table is an Excel file. Three people have three versions. Nobody is sure which one the CS filed from.”
- Compliance“We closed the round, celebrated, and found out later the PAS-3 clock was 15 days — not 30. Nobody told us about the funds lock either.”
- Fundraising“Diligence is forty emails, a Drive folder nobody can navigate, and a lawyer asking for the same cap table three times.”
- Investors“I have positions in nine startups. My records are nine PDFs, four spreadsheets and a WhatsApp thread with a fund admin.”
See esop on the demo company
Bharat Widgets — the same ledger the diagrams above describe, live.