ESOP Structuring & Compliance

“In the evolving landscape of Indian startups, ESOPs are not just incentives—they’re instruments of wealth creation and talent retention,” remarked Shri Nirmala Sitharaman, highlighting a paradigm shift in how businesses build loyalty and longevity. At Hedge-square, we recognize the growing importance of structured and compliant ESOP frameworks as strategic tools for growth-stage companies and mature SMEs alike. With regulatory bodies sharpening their focus on disclosures, valuation norms, and tax implications, our ESOP structuring and compliance service ensures companies can attract and retain top talent while remaining fully aligned with SEBI, Companies Act, and Income Tax regulations. We guide clients through every step—from designing tailor-made plans and drafting scheme documentation to managing board approvals, shareholder communications, and ongoing compliance filings.

As per the latest industry data, over 60% of high-growth startups in India now implement ESOPs as part of their core HR and financial strategy, underscoring the need for precision and foresight. Hedge-square helps convert complex regulatory terrain into an actionable, value-driven strategy that protects promoters’ interests, motivates teams, and strengthens corporate governance—making ESOPs not just a reward, but a growth enabler.

How We Hedge

ESOP Scheme Design & Structuring

Assist in designing ESOP plans tailored to your business model, growth stage, and workforce goals.

Structure vesting schedules, exercise periods, and performance-linked options.

Ensure alignment with company objectives, valuation, and regulatory guidelines.

Regulatory & ROC Filings

Prepare and file applicable forms and  scheme-related resolutions.

Ensure procedural accuracy and adherence to SEBI (if listed), RBI (if foreign shareholders), and MCA requirements.

Update statutory registers and cap tables post-issuance and Facilitate the board and shareholder approval process in compliance with the Companies Act.

Cap Table & Dilution Management

Model dilution scenarios to assess financial and control impact on promoters and existing shareholders.

Ensure cap table accuracy and reflect changes in real-time.

Provide advisory for ESOP pools, buy-backs, or secondary sales.

Employee Communication & Disclosures

Support in drafting ESOP grant letters for employees.

Offer advisory support to help employees understand the value of their ESOPs  and understand the value and structure of their options.

Ensure disclosure of fair value and tax implications as per accounting standards.

Exit Strategy & Liquidity Events

Advisory on ESOP handling during funding rounds, M&A, or IPO events.

Assist in planning buy-back or cash-settlement mechanisms.

Ensure ESOP alignment with investor expectations and exit terms.

Why Choose Hedgesquare?

Expert Guidance

With years of experience in global business expansion, our team of professionals will direct and assist you in every step of the process, offering expert advice and practical solutions.

End-to-End Support

From initial market research and selecting the right country to full registration and compliance management, we provide comprehensive support tailored to your unique needs.

Transparency and Diligence

We believe in maintaining the highest standards of transparency, ensuring you are informed at every stage. Our team works diligently to ensure that all processes are handled smoothly and efficiently.

Global Reach

With a deep understanding of international markets, our network extends globally, making us the perfect partner for setting up your business anywhere in the world.

Accelerate Your Business Growth with Smart Solutions

Leverage our expertise to optimize operations, reduce risks, and drive sustainable success for your business.

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