Cap Table Structure — Fully Diluted Basis
A cap table (capitalisation table) tracks every share class, every shareholder, and every security that could convert to equity. Always maintain cap tables on a fully diluted basis — including all issued shares, unissued ESOP pool, warrants, and convertible instruments.
Share Classes in Indian Startups
- Equity Shares: Founders and early team typically hold equity shares — one share, one vote
- CCPS (Compulsorily Convertible Preference Shares): Standard VC instrument in India. Carries preferential dividends, liquidation preference, and converts to equity per terms. Preference shareholders cannot vote on general resolutions unless dividends are unpaid for 2+ years (Companies Act 2013 s.47)
- CCD (Compulsorily Convertible Debentures): Used for FEMA-compliant foreign investment with fixed conversion terms. Treated as debt until conversion but counts as equity for dilution purposes
- ESOP (Employee Stock Option Pool): Options granted to employees to purchase equity shares at a pre-determined exercise price. Options vest over time; ungranted pool kept in reserve
ESOP Pool Sizing
Typical ESOP pool sizing at each stage:
- Pre-Seed / Angel: 5%–10% ESOP pool (on fully diluted basis)
- Seed Round: 10%–15% ESOP pool — investors typically require ESOP pool to be created before their investment (dilutes founders, not investors)
- Series A: 15%–20% total ESOP pool; may need top-up of 5%–7% at this round
- Rule of thumb: Keep at least 10% unallocated at all times for future key hires
Vesting Schedules — India Standard
- Standard vesting: 4-year total vesting with 1-year cliff (25% vests after 12 months; balance vests monthly or quarterly over remaining 36 months)
- Cliff: No shares vest before the cliff date — protects company if employee leaves early
- Acceleration: Single trigger (change of control only) or double trigger (change of control + involuntary termination) acceleration — negotiate this carefully in SHA
- Exercise window: Post-resignation/termination window to exercise vested options — typically 30–90 days (extend to 10 years for senior employees to reduce early exercise risk)
Dilution Waterfall — How Each Round Dilutes
| Shareholder | At Incorporation | Post Angel (₹1Cr / 15%) | Post Seed (₹5Cr / 20%) | Post Series A (₹30Cr / 25%) |
|---|---|---|---|---|
| Founder A | 50% | 42.5% | 34% | 25.5% |
| Founder B | 50% | 42.5% | 34% | 25.5% |
| Angel Investor | — | 15% | 12% | 9% |
| Seed VC | — | — | 20% | 15% |
| Series A VC | — | — | — | 25% |
| ESOP Pool | — | — | — | Included in dilution above |
Key insight: Combined founder ownership after three rounds = ~51%. Founders retain majority control — critical for strategic decisions and future fundraising credibility.