Cap Table India.
Know exactly where you stand.

A cap table (capitalisation table) lists all shareholders, their share class, number of shares, percentage ownership, and any outstanding convertible instruments. Investors scrutinise it to understand: who owns what percentage post-investment, whether any existing investors have rights that complicate the new round (anti-dilution, pro-rata rights, drag-along restrictions), how large the ESOP pool is for future key hires, and whether there are any undisclosed shareholders or informal arrangements.

ESOP pool benchmarks for Indian startups: Pre-Series A: 10–15% is standard. Series A and beyond: investors typically ask for a top-up to 15–20% post-investment (on a pre-money basis, meaning founders and existing investors dilute to fund it). The ESOP pool should be large enough to attract and retain your next 5–10 critical hires. Unused ESOP returns to founders at exit — so a larger pool is not automatically a disadvantage.

Founder vesting (also called reverse vesting) means founders' shares are subject to a vesting schedule — typically 4 years with a 1-year cliff. If a founder leaves before their shares are fully vested, unvested shares are bought back at par value. Investors require this to protect against a founder exiting shortly after investment and retaining a large equity stake without contributing to the business. For Indian companies, this is implemented through a shareholder agreement (SHA) with a repurchase right provision.

CCD (Compulsorily Convertible Debentures) and CCPS (Compulsorily Convertible Preference Shares) are the most common investment instruments used by Indian VC and PE investors. They are debt or preference equity instruments that must convert to ordinary equity at a specified trigger (typically the next round or IPO). They appear on the cap table as convertible instruments and create a "fully diluted" cap table that includes the converted shares. FEMA regulations for foreign investment into Indian companies typically require investment through CCPS for FDI compliance.