ESOP Dilution Calculator: Pre-Money vs Post-Money
Calculate how an ESOP pool affects founder dilution depending on whether it is carved from the pre-money or post-money valuation. Enter your deal terms below and see real-time ownership breakdowns for both scenarios.
Calculator
e.g. ₹10 Crores = 100000000
e.g. ₹2.5 Crores = 25000000
Understanding Pre-Money vs Post-Money ESOP Pools
What Is a Pre-Money ESOP Pool?
In a pre-money ESOP structure, the option pool is carved out of the pre-money valuation before the investor's money comes in. This means the ESOP pool dilutes only the founders — the investor's ownership percentage is calculated on the post-money valuation that already includes the ESOP pool. This is the structure most investors prefer because it protects their ownership from future ESOP dilution.
Pre-Money ESOP Example
If the pre-money valuation is ₹10 Crores and the investor puts in ₹2.5 Crores with a 10% ESOP pool (pre-money), the founders effectively start with only 90% of the pre-money. The investor gets 2.5 / 12.5 = 20%, the ESOP pool gets 10% of the pre-money / 12.5 Cr = 8%, and founders retain about 72%.
What Is a Post-Money ESOP Pool?
In a post-money ESOP structure, the option pool is carved from the post-money valuation after the investment. This means the ESOP dilutes everyone equally — founders and investors alike. This structure is more founder-friendly, but investors may negotiate a lower pre-money valuation to compensate.
Post-Money ESOP Example
With the same ₹10 Cr pre-money and ₹2.5 Cr investment, the post-money is ₹12.5 Cr. A 10% ESOP pool is carved from post-money, diluting everyone proportionally. Founders retain ~72%, investor gets ~18%, and ESOP is 10%.
Why Does the Distinction Matter?
The difference between pre-money and post-money ESOP can result in 3–8% additional dilution for founders. In a ₹10 Crore valuation, that difference can translate to ₹30–80 Lakhs of economic value. Understanding this distinction is critical during term sheet negotiations.
| Aspect | Pre-Money ESOP | Post-Money ESOP |
|---|---|---|
| Pool carved from | Pre-money valuation | Post-money valuation |
| Who gets diluted? | Founders only | Founders + Investors |
| Investor ownership impact | Protected — no dilution from ESOP | Diluted proportionally |
| Founder-friendly? | Less (higher dilution) | More (shared dilution) |
| Common in | US-style VC term sheets | Some Indian angel rounds |
| Price per share | Lower (more total shares) | Higher (fewer pre-ESOP shares) |
Key Negotiation Tips for Indian Founders
- Always clarify ESOP timing — Ask whether the ESOP pool is pre-money or post-money before signing the term sheet.
- Right-size the pool — A 10–15% pool is standard for seed/Series A in India. Don't accept a 20% pool without justification.
- Negotiate the effective valuation — If the investor insists on pre-money ESOP, negotiate a higher headline pre-money to offset the dilution.
- Consider vesting schedules — Not all ESOP shares will be issued immediately. Factor in the 4-year vesting with 1-year cliff standard.
- Tax implications under Section 17(2) — ESOPs are taxed as perquisites at exercise. DPIIT-recognized startups get a 5-year deferral under Section 80-IAC.
Viswanathan ESOP Dilution Coefficient (VEDC)
The Viswanathan ESOP Dilution Coefficient (VEDC) is an advanced metric developed by CA V. Viswanathan to quantify the effective dilution impact of an ESOP pool relative to the valuation shift from pre-money to post-money. Unlike simple percentage comparisons, the VEDC captures the interplay between valuation structure and ESOP pool size in a single dimensionless number, enabling founders and investors to benchmark dilution severity across different deal structures.
Mathematical Definition
Where:
- Vpre = Pre-Money Valuation
- Vpost = Post-Money Valuation (= Vpre + Investment Amount)
- E% = ESOP Pool Percentage (as a decimal, e.g., 10% = 0.10)
Interpreting the VEDC
| VEDC Range | Interpretation | Action |
|---|---|---|
| VEDC < 0.06 | Low dilution impact — ESOP pool is well-sized relative to the valuation uplift. | Acceptable for most seed/Series A rounds. |
| 0.06 ≤ VEDC < 0.10 | Moderate dilution — founders should verify the pool isn't oversized. | Negotiate headline pre-money upward or reduce pool. |
| VEDC ≥ 0.10 | High dilution impact — significant founder value erosion. | Strong pushback warranted; consider post-money ESOP or higher valuation. |
Worked Example
Consider a startup with a pre-money valuation of ₹10 Crores, an investment of ₹2.5 Crores, and a 10% ESOP pool. The post-money valuation is ₹12.5 Crores. Therefore: VEDC = (10 / 12.5) × 0.10 = 0.08. This falls in the moderate range, suggesting the founder should negotiate either a higher pre-money valuation or a smaller ESOP pool to reduce effective dilution.
Live VEDC Calculator
Based on your inputs above, here is the real-time VEDC for your deal structure:
Viswanathan ESOP Dilution Coefficient
0.08
VEDC = (₹10.00 Cr / ₹12.50 Cr) × 0.10 = 0.0800
Moderate dilution — consider negotiating a higher pre-money or smaller ESOP pool.
ESOP Valuation for Compliance
Under Indian regulations, ESOP grants require a fair market value (FMV) determination. For unlisted companies, Rule 11UA of the Income Tax Act prescribes the NAV or DCF method for FMV computation. As IBBI-registered valuers and practising Chartered Accountants, we provide ESOP valuation reports that meet both Companies Act 2013 and Income Tax Act requirements.
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