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Patron Accounting LLP · CA + CS led · 200+ schemes administered · Since 2019
FY 2025-26 · Updated
ESOP Services Hub — India

ESOP advisory for funded startups. Start here.

47 specialised ESOP advisory deliverables — from scheme design and Rule 11UA valuation to SEBI SBEB Reg 9A, cross-border FEMA, Section 192(1C) startup deferral, and pre-DD remediation. Route by lifecycle stage, scenario, or buyer type.

ESOP retainer from INR 7,499/yr* · Scheme design from INR 49,999* · FMV valuation from INR 24,999/report*

*Final fee depends on grant volume, scheme complexity, listed vs unlisted status and jurisdictional overlay (FEMA / cross-border). Confirmed after free consultation. All fees exclusive of GST.

47+
Advisory deliverables
4.9
500+ Google reviews
200+
Schemes administered
100%
Reg 9A coverage
Plan Guidance

Get Personalised ESOP Guidance

Route to the right service for your stage and scenario

🇮🇳 +91
AY 2026-27
CA Reviewed
500+ Reviews
01Master Engagement

Patron's ESOP money page — end-to-end.

The conversion-led engagement covering Section 62(1)(b), Rule 12 disclosures, SH-6 register, perquisite tax, MGT-14/PAS-3 filings, SEBI SBEB and FEMA. 200+ schemes administered.

1 service · From INR 7,499/yr*
Not sure where to start? Talk to a CA + CS team in 30 seconds. Free consultation, no obligation.
02Tax & TDS

ESOP tax & TDS, every event covered.

Perquisite at exercise, TDS under Section 192, DPIIT startup deferral, capital gains at sale, NRI/non-resident overlay and ITR reporting. The biggest gap most CA firms miss.

6 services · Quoted*
03Service Pillars

Service pillars — the operational stack.

Scheme design, Rule 11UA valuation, corporate filings, SH-6 register, exercise events, governance and sweat equity — the recurring engagements that compound into the ESOP retainer.

7 services · From INR 9,999*
03.01SERVICE

ESOP Scheme Design

End-to-end scheme drafting under Section 62(1)(b), Rule 12-compliant explanatory statement (all 14 mandatory disclosures), vesting design, exercise price per Rule 11UA, leaver provisions, special resolution + MGT-14.

From INR 49,999*
03.02SERVICE

ESOP Valuation Services

Rule 11UA FMV — DCF, NAV, Comparable Companies/Transactions Analysis, Black-Scholes for options. 180-day validity. Category I Merchant Banker coordination.

From INR 24,999/report*
03.03SERVICE

ESOP Corporate Filings

MGT-14 within 30 days of special resolution, PAS-3 within 30 days of allotment, MGT-7 annual return, SH-6 register. Section 450 penalty (₹10K/day late) exposure drives urgency.

From INR 9,999/filing*
03.04SERVICE

SH-6 Register Administration New

Mandatory real-time register under Rule 12 — grant / vesting / exercise / forfeiture events. First thing investors check in DD. Subscription-style monthly retainer.

Quoted
03.05SERVICE

Exercise & Cap Table Management New

Per-exercise-event operations: eligibility verification, exercise price collection, FMV report (180-day validity), share allotment, PAS-3 filing, cap table update.

Quoted
03.06SERVICE

Policy & Compensation Committee Governance New

Section 178 Compensation Committee constitution, board policy drafting, committee charter, meeting frequency, decision-rights mapping. Mid-to-late-stage governance.

Quoted
03.07SERVICE

Sweat Equity Services New

Near-substitute under Section 54 — distinct from ESOP (Section 62(1)(b)). Rule 8 valuation, 5-year lock-in, 15%/25% cap. For founders ineligible for ESOPs themselves.

Quoted
Industry- or scenario-specific question? Our ESOP team responds in minutes.
05By Industry

By industry — and listed-company depth.

Tech / SaaS / fintech / deeptech / family business + the listed-company sub-cluster (SBEB master, Reg 9A founder treatment, annual disclosure).

9 services · From INR 49,999*
05.01SERVICE

ESOP for Tech Startups

Pre-Series-A through Series B. Founder/CTO buyer. Pain = no in-house CS team, investor pressure to issue. Speed + Section 192(1C) deferral angle.

From INR 49,999*
05.02SERVICE

ESOP for SaaS Companies

Series A+ SaaS. Vesting acceleration for early hires (4-year cliff debate), tying ESOPs to SaaS metrics (ARR milestones).

From INR 49,999*
05.03SERVICE

ESOP for Fintech

RBI/SEBI-overlapping considerations: NBFC fit-and-proper criteria, payment-aggregator licensing constraints. Distinct from generic tech startup.

From INR 49,999*
05.04SERVICE

ESOP for Deeptech / AI-ML

Larger ESOP pools (15-20% vs 10-12%), back-loaded vesting for longer commercialisation. Captures the AI hiring boom.

From INR 49,999*
05.05SERVICE

ESOP for Listed Companies

SEBI SBEB Regulations 2021 + Reg 9A (Sep 2025). Distinct buyer (listed-co CS + CFO). Parent page for the 3 listed-co sub-cluster spokes.

Quoted
05.06SERVICE

ESOP for Family Business

Second/third-gen family businesses retaining professional management while keeping family ownership. Often pairs sweat equity (family) + ESOP (non-family executives).

Quoted
05.07SERVICE

SEBI SBEB Regulations Compliance New

SEBI SBEB Regulations 2021 (last amended Sep 8, 2025). Covers Reg 9A, Regulation 12 ratification for pre-IPO schemes, annual disclosures, Annexure B filings.

Quoted
05.08SERVICE

Regulation 9A — Founder ESOP Treatment New

Reg 9A (Sep 8, 2025): treatment of existing ESOPs for founders reclassified as promoters in the DRHP. #1 SBEB pain point for IPO-bound companies.

Quoted
05.09SERVICE

Listed-Co ESOP Annual Disclosure & Reporting New

SEBI Annual Compliance Certificate within 6 months of FY end + Annexure B filings + Section 178 NRC meeting documentation. Per-year retainer.

Quoted
06By Lifecycle / Scenario

By lifecycle stage and scenario.

Pre-IPO conversion, flip structures, underwater restructuring, secondary sale, funding-round top-ups, acquisition treatment, down-round repricing and employee exit handling.

8 services · From INR 49,999*
06.01SERVICE

ESOP for Pre-IPO

12-18 months from IPO. Convert Companies-Act-based ESOPs to SEBI SBEB compliant schemes. Reg 12 ratification, Reg 9A founder treatment, DRHP disclosure prep.

From INR 49,999*
06.02SERVICE

ESOP for Flip Structures

Delaware/Singapore/Cayman parent → ESOPs granted by foreign parent to Indian employees. FEMA + perquisite + RBI FIRMS triple-overlay. Or post-2024 reverse-flip ESOP migration.

From INR 49,999*
06.03SERVICE

ESOP Restructuring (Underwater Options)

Exercise price exceeds current FMV (post-down-round). Repricing (Section 178 + shareholder approval), cancellation + regrant, additional grants. Ind AS 102 modification accounting.

From INR 49,999/project*
06.04SERVICE

ESOP Secondary Sale Advisory

Employee shares sold to existing investor or new buyer. Distinct from IPO or acquisition sale. Section 56(2)(x) FMV + capital gains.

From INR 24,999/project*
06.05SERVICE

ESOP at Funding Round (Series A/B/C) New

Each round triggers pool top-up (10% at A, 5% at B, 2-3% at C). Pre-money vs post-money pool debate. Investor term sheet ESOP demands.

Quoted
06.06SERVICE

ESOP at Acquisition / Change of Control New

Single-trigger vs double-trigger acceleration. Unvested option treatment, rollover into acquirer equity, payout-on-acquisition mechanics.

Quoted
06.07SERVICE

ESOP at Down-Round & Repricing New

Scenario-led page (distinct from methodology in 06.03). Anti-dilution interaction with investor preference shares. Trending post-2022 valuation reset.

Quoted
06.08SERVICE

Employee Exit — Good Leaver / Bad Leaver New

Resignation/termination triggers forfeiture decisions: good leaver (vested options retained / exercise window) vs bad leaver (full forfeiture). High-volume HR/CS query.

Quoted
Going for IPO or fundraising soon? Pre-DD ESOP audit + remediation, premium engagement.

What's covered under Patron's ESOP practice?

The hub covers structuring in Section 03 (Service Pillars), plan alternatives in Section 04 (RSU, phantom, SAR, sweat equity, profit-share), tax and TDS in Section 02, cross-border ESOPs in Section 07, industry and listed-company depth in Section 05, lifecycle scenarios in Section 06, and bundle deliverables in Section 09. Each topic is a section; tap a tile to reach the service page with scope and price.

Where do RSU, phantom stock, SAR and sweat-equity variants sit on this hub?

All four sit in Section 04 (ESOP vs Alternatives) alongside the profit-share variant. Each is an alternative equity-incentive vehicle to traditional ESOPs — same purpose, different tax, accounting and governance treatment. Tap the variant that matches what you're considering; each variant page lays out when it fits and what it carries.

Where do foreign-parent and cross-border ESOP situations live in this hub?

Section 07 (Cross-Border / International) covers it. The Indian-employee-of-foreign-parent case carries FEMA handling (LRS, repatriation, AD-bank reporting) on top of standard Indian ESOP compliance. The Indian-parent-with-foreign-employees case carries its own structuring. The cross-border section routes both — pick the direction that matches your situation.

Where do ESOP tax topics sit on the hub vs the Direct Tax hub?

This hub covers ESOP structuring and lifecycle tax — perquisite valuation at exercise, Section 17(2)(vi), employer-side TDS, plan-level filings — all in Section 02 (Tax & TDS). The Direct Tax hub covers the individual filer's side — capital gains on sale, Schedule FA disclosure, NRI ESOP filings, DTAA treatment. Many engagements pair both — we coordinate the company-side and the employee-side work on one engagement when needed.

Where does the DPIIT-startup TDS deferral page sit?

The DPIIT-startup TDS deferral under Section 192(1C) lives in Section 02 (Tax & TDS). Eligibility hinges on DPIIT recognition (covered in the Business Registration hub) and the company being unlisted at grant — the tile lays out the full conditions and the 14-year deferral mechanic. Tap it for scope and pricing.

Where do SEBI listed-company ESOP regulations sit on this hub?

Listed-company depth sits in Section 05 (By Industry / Listed) — SEBI SBEB Regulations 2021, the Regulation 9A insider-trading window, related-party-transaction disclosure and listed-company plan amendments. If your company is pre-IPO, the same section covers the SBEB-readiness scoping work.

Where do founder, promoter and sweat-equity tiles live in this hub?

Founder and promoter grant pages sit in Section 06 (By Lifecycle / Scenario) alongside fund-raise, acquisition and exit scenarios. The sweat-equity tile sits in Section 04 (ESOP vs Alternatives). Each variant carries distinct conditions — lock-in, valuation method, accounting treatment, Companies Act and SEBI restrictions for listed cos — so each has its own page. Tap the one that matches your situation.

How does this hub connect to fundraising and M&A advisory?

ESOP due-diligence work (cap-table cleanup, plan exposure, accelerated-vesting handling, change-of-control reviews) sits in Section 06 (By Lifecycle / Scenario) on this hub. The deal-advisory side — negotiation, transaction structuring, deal documentation — lives in the CFO Advisory & M&A hub. Many fundraise or M&A engagements need both; we co-staff.