ESOP Consulting Services

Design, implement, and administer your Employee Stock Ownership Plan with confidence — backed by Marcken Consulting’s SEBI-registered Merchant Banker and IBBI Registered Valuer expertise, trusted by startups, private companies, and listed corporates across India.

Industry-specific business valuation services

Is Your Company Ready for an ESOP? Do You Need Expert Guidance to:

1. Attract and Retain Top Talent

Design an ESOP scheme that gives your best people a real stake in the company's success — aligning their interests with yours and reducing attrition at critical growth stages.

2. Stay Compliant with the Law

Navigate the Companies Act 2013, SEBI (SBEB) Regulations 2021, and the Income Tax Act 1961 with confidence. Our SEBI-registered Merchant Banker and IBBI Registered Valuer ensure every step is legally defensible.

3. Be Fundraising-Ready

Investors and acquirers scrutinise your ESOP scheme, cap table, and valuation during due diligence. A properly structured scheme — backed by a certified valuation report — strengthens your position at the negotiating table.

4. Manage Employee Taxation Fairly

Help your employees understand the tax treatment of their options — at grant, vesting, exercise, and sale — and ensure your company's TDS compliance is airtight.

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Our ESOP Consulting Services Cover the Entire Lifecycle

Scheme Design and Structuring

  • Pool Sizing and Dilution Modelling: Determining the right ESOP pool as a percentage of fully diluted capital and modelling dilution across funding rounds.
  • Vesting Schedule Design: Cliff vesting, graded vesting, milestone-based vesting, and hybrid structures tailored to your retention objectives.
  • Exercise Price Determination: Setting the exercise price at FMV, at a discount, or at a nominal value — with supporting Merchant Banker or IBBI Registered Valuer certification.

Regulatory Documentation

  • ESOP Scheme Document: Comprehensive scheme covering eligibility, grant conditions, vesting schedule, exercise period, and exit-event provisions.
  • Board and Shareholder Resolutions: Resolutions, explanatory statements, and special resolution notices required under the Companies Act and SEBI Regulations.
  • Grant Letters and Exercise Notices: Individual grant letters, exercise request forms, and option agreements compliant with the approved scheme.

Valuation and Certification

  • FMV Certificate by IBBI Registered Valuer: Compliant fair market value certificates for exercise price setting, perquisite computation, and Rule 11UA compliance.
  • Merchant Banker Valuation Report: SEBI Category-I Merchant Banker valuation report for listed company ESOP and sweat equity pricing.
  • 409A-Style Valuation: Defensible independent valuations for companies with foreign investors or benchmarking against international ESOP valuation standards.

Taxation Advisory and Cap Table Administration

  • Perquisite Tax Planning: Advising employees on income tax treatment at exercise and at sale, including startup tax deferral under Section 192(1C).
  • Employer TDS Compliance: Computing and deducting TDS on perquisite value at exercise, ensuring accurate Form 16 reporting.
  • Cap Table Modelling and Grant Administration: Fully diluted cap table, vesting registers, grant tracking, and exit-event support during IPO, acquisition, or buyback.

Our ESOP Consulting Process

A structured four-step process that keeps you informed and in control at every stage.

1. Consultation and Needs Assessment

We understand your company's stage, shareholding structure, headcount, and ESOP objectives — whether for talent retention, fundraising readiness, or regulatory compliance.

2. Scheme Design and Documentation

We propose the pool size, vesting structure, and exercise price mechanism, then draft all scheme documents and resolutions required for board and shareholder approval.

3. Valuation and Regulatory Certification

We conduct the FMV valuation and issue the required certificate — by an IBBI Registered Valuer or SEBI-registered Merchant Banker — to support exercise price setting and regulatory filings.

4. Implementation, Grants, and Ongoing Support

We support grant issuance, maintain vesting registers, compute perquisite values at each exercise event, and provide periodic scheme reviews as your company grows.

Why Choose Marcken Consulting?

Dual Regulatory Credentials

CA Murli Chandak holds both an IBBI Registered Valuer registration (Securities or Financial Assets) and a SEBI Category-I Merchant Banker licence — covering all valuation certification requirements for unlisted and listed company ESOP schemes in India.

End-to-End Advisory Under One Roof

We handle scheme design, regulatory drafting, valuation certification, and taxation advisory without requiring you to coordinate across multiple advisors — saving time and eliminating gaps.

300+ Engagements, 8+ Years of Experience

With over 300 valuation and advisory engagements across seven countries, including production of an 8-volume ESOP Implementation Handbook for listed companies in India, Marcken Consulting brings proven depth to every engagement.

PAN India Service — Ahmedabad and Mumbai

We serve companies across India from our Ahmedabad and Mumbai offices, with the capability to handle remote engagements for clients nationwide across all stages — startup, growth, and listed.

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Frequently Asked Questions

For unlisted companies, the Companies Act requires exercise price determination by an IBBI Registered Valuer. A SEBI-registered Merchant Banker is required for listed companies under the SEBI SBEB Regulations, 2021. Marcken Consulting holds both credentials.

Yes. Pre-revenue startups frequently use ESOPs to attract talent. DPIIT-recognised startups also benefit from a five-year perquisite tax deferral under Section 192(1C) of the Income Tax Act, making ESOPs particularly effective at the early stage.

A standard ESOP scheme implementation — from scheme design to the issuance of first grant letters — typically takes four to eight weeks, depending on cap table complexity and shareholder meeting timelines.

Get Your ESOP Scheme Designed Today!

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Industry-specific business valuation services
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