Indian Cap-Table Modeller
Model founders, an ESOP pool, and CCPS investment rounds — with a post-conversion ownership table and an FDI sector-cap sanity check.
Founders & ESOP pool
CCPS investment rounds
| Stakeholder | Shares (post-conversion) | % post-ESOP-pool | % pre-conversion | % post-conversion |
|---|---|---|---|---|
| Founder 1Equity | 9,000 | 81.00% | 64.80% | 64.80% |
| Founder 2Equity | 1,000 | 9.00% | 7.20% | 7.20% |
| ESOP poolEquity | 1,111 | 10.00% | 8.00% | 8.00% |
| Round 1 — Angel (CCPS)CCPS ×1 | 2,778 | — | 20.00% | 20.00% |
| Total | 13,889 | 100% | 100% | 100% |
Price per share
—
Founders after full conversion
72.00%
Foreign ownership (post-conversion)
—
How CCPS conversion works
- CCPS must convert to equity at a future date or trigger event — optional conversion is not permitted in India (Companies Act 2013 s.43).
- A 1:1 ratio means each preference share converts to one equity share. A 1:2 ratio doubles the investor's equity — a common form of anti-dilution protection.
- Price per share is set by the valuation; shares issued = investment ÷ price per share.
- If the CCPS is held by a foreign investor, pricing must be at FMV per FEMA (Non-debt Instruments) Rules, 2019 (as amended) r/w RBI Master Direction on Foreign Investment; Companies Act 2013.
Conversion ratio, liquidation preferences, and anti-dilution are CCPS-specific terms negotiated in the share subscription agreement — consult a CA or securities lawyer before using this model as a legal document. FEMA cap-table implications for foreign investors require RBI compliance beyond this tool.
Statutory basis: FEMA (Non-debt Instruments) Rules, 2019 (as amended) r/w RBI Master Direction on Foreign Investment; Companies Act 2013
Common questions
Cap-table rules, statute-cited.
What is a CCPS and why do investors use it?+
A Compulsorily Convertible Preference Share (CCPS) is a preference share that must convert into equity at a pre-agreed ratio or trigger, issued under s.43(a) read with s.55 of the Companies Act 2013. Investors use it to hold a preferential liquidation position while guaranteeing equity participation on conversion. If you model a CCPS round in this tool, the post-conversion ownership it shows is the equity that actually takes effect.
When must PAS-3 be filed after a share allotment?+
Form PAS-3 (Return of Allotment) must be filed with the ROC within 30 days of allotment under s.39(4) of the Companies Act 2013. If the allotment is to a foreign investor, Form FC-GPR must also be filed with the RBI within 30 days of allotment under the FEMA (Non-debt Instruments) Rules 2019. Late PAS-3 attracts an additional fee under s.403 plus a penalty of ₹1,000 per day (cap ₹1 lakh) under s.39(5).
What is an ESOP pool and how is it created?+
An employee stock option pool is a set of shares reserved for grants to employees, approved by a special resolution under s.62(1)(b) of the Companies Act 2013 read with the Companies (Share Capital and Debentures) Rules 2014. The pool is usually created at the first round so dilution happens once. This tool lets you reserve a pool before modelling investor rounds, which is the order real rounds follow.
Do FDI sector caps apply to my cap table?+
Yes. If a foreign investor subscribes, the resulting foreign ownership must respect the sectoral cap and route in Schedule I of the FEMA (Non-debt Instruments) Rules 2019 — most sectors allow 100% on the automatic route, but regulated sectors (insurance, defence, media, etc.) have lower caps and a government route. This tool flags when modelled foreign rounds push past a cap and asks you to confirm the current sector figure on the DPIIT FDI Policy before relying on the result.
How is the share price for a new round determined?+
For a round with an Indian investor, the pricing is negotiated between founders and investor — but for a foreign investor, the price must not be less than the fair market value under the pricing guidelines in the FEMA (Non-debt Instruments) Rules 2019. The former s.56(2)(viib) angel tax on above-FMV issues was omitted by the Finance (No. 2) Act 2024 w.e.f. AY 2025-26, so premium pricing is no longer a company-level tax event for shares issued on or after 1 April 2024.
Where does share premium go?+
The excess over face value is credited to the securities premium account under s.52 of the Companies Act 2013. It can be used only for the purposes listed in s.52(2) — issuing fully paid-up bonus shares, writing off preliminary expenses, buy-back of shares, and certain other narrow uses. It cannot be distributed as a dividend.