Model your ownership across funding rounds and see what each round really does to your stake. Switch on only what applies to you — ESOP pool, founder super-voting (DVR), or an exit waterfall. Every term has a plain-English definition on tap. Tuned to the Companies Act, 2013 and SEBI rules, not US Carta defaults.
| Point | Rule | What it means for you |
|---|---|---|
| Founder super-voting (DVR), unlisted co. | Sec 43, Companies Act 2013 + Rule 4, SCD Rules (amended 16-Aug-2019) | DVR shares’ voting power capped at 74% of total (was 26%); 3-yr-profit test removed |
| Superior voting (SR) shares, IPO-bound tech founder | SEBI ICDR 2019 (relaxed Sep-2021) | 2:1 to 10:1 votes/share; founder net worth < ₹1,000 cr; lock-in + sunset clause |
| Priced-round instrument | CCPS (Series A+); iSAFE (angel); note (if DPIIT & ≥ ₹25L) | CCPS carry the liquidation preference & convert to equity later |
| Liquidation preference | Market standard = 1× non-participating | 2×/3× or participating sharply cut founder payout at exit |
| ESOP option pool | Sec 62(1)(b), Companies Act 2013 | Pre-money pool = founders absorb the dilution; size to a real hiring plan |
| Founder vesting / dead equity buyback | 4yr / 1yr cliff; FMV buyback per Rule 11UA | A departed founder’s unvested equity is bought back at registered-valuer FMV |
Enter how many sharesiA share is one unit of ownership. The exact number doesn’t matter — only the split between founders does. e.g. 6,000 vs 4,000 = a 60/40 split. each founder holds at incorporation. Just need the split? Use any numbers in the same ratio.
Add each round you’ve raised or plan to raise. Only founders so far? Leave this empty and hit Build. Add rounds anytime to see the dilution.
Most founders only need the two sections above. Turn these on if relevant — they stay hidden otherwise.
A list of who owns what in your company — every founder, investor and the option pool, with their share count and percentage.
Ownership counted as if every option and convertible has already turned into shares. The honest view of your real percentage.
Pre-money is your company’s agreed value before an investment; post-money = pre-money + the investment. The investor’s stake = investment ÷ post-money.
Compulsorily Convertible Preference Shares — the standard instrument for priced rounds in India. They carry the liquidation preference and convert into equity at a later event.
Simpler instruments for angel rounds that convert into equity at a later priced round, usually at a valuation cap or discount. In this tool, enter the cap as the pre-money.
Shares set aside to grant employees as stock options under Section 62(1)(b). A pre-money pool is carved out before an investment, so founders absorb the dilution.
The drop in your ownership percentage when new shares are issued. Your share count can stay the same while your percentage falls.
Shares carrying different (usually more) votes than ordinary shares. For unlisted companies, Rule 4 caps DVR voting power at 74% of total voting power.
SEBI’s version for IPO-bound technology founders — 2 to 10 votes per share, subject to a net-worth test, lock-in and a sunset clause.
The amount an investor is paid before founders when the company is sold — usually 1× their money. 2×/3× or “participating” terms reduce the founders’ share.
Investor protection that adjusts their shares if a later round is at a lower price. Broad-based weighted average is the founder-friendly form; full ratchet is harsh.
Founder shares earned over time (typically 4 years, 1-year cliff). If a founder leaves early, their unvested “dead equity” is usually bought back at FMV under Rule 11UA.
We structure funding rounds, draft & file CCPS / ESOP under the Companies Act, run Rule 11UA valuations, and keep your cap table and ROC filings clean for due diligence.
Book a 15-minute callYes. Unlisted companies can issue shares with differential voting rights (DVR) under Section 43 of the Companies Act, 2013 read with Rule 4 of the Companies (Share Capital and Debentures) Rules, 2014. After the 16 August 2019 amendment, DVR shares’ voting power can be up to 74% of total voting power (raised from 26%), and the earlier requirement of a 3-year track record of distributable profits was removed. The issue must be authorised by the articles of association and an ordinary resolution.
Superior Voting Rights (SR) shares are SEBI’s framework (2019, relaxed in September 2021) for technology-intensive companies heading to an IPO. They carry 2 to 10 votes per share and can be issued to founders/promoters in an executive role, provided the individual’s net worth is below Rs 1,000 crore. They come with a lock-in, a sunset clause and coat-tail provisions that protect ordinary shareholders.
An ESOP pool is a block of shares reserved to grant employees stock options under Section 62(1)(b) of the Companies Act, 2013. Investors usually require the pool to be created pre-money — before their investment — which means existing founders absorb that dilution. Creating it post-money spreads the dilution across everyone, including the new investor, so the timing materially changes your ownership.
A liquidation preference decides who gets paid first when the company is sold. The market-standard, founder-friendly term is 1× non-participating — the investor takes the greater of their money back or their ownership share. Participating preferences or 2×/3× multiples let investors take much more off the top, sharply reducing what founders receive, especially in a modest exit.
It models the standard mechanics correctly — pre/post-money dilution, the option-pool shuffle, the DVR 74% voting cap, the SEBI 10:1 SR ratio, and a 1× non-participating waterfall by default. It is an illustrative planning tool, not a substitute for a legally drafted cap table. Actual issuance needs the AoA, board and shareholder resolutions, a registered-valuer report (Rule 11UA / 11UAA) and ROC filings — which we handle as your CA.
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