Fee-only advice for startup staff deciding when to exercise and sell ESOPs
TL;DR Optionsage is a SEBI-registered, fee-only advice desk for startup employees who hold stock options. It models exercise cost, tax and how much of a person's wealth sits in one company, then plans what to sell in each buyback, tender offer or IPO. Employers buy it as a benefit, and employees can also pay directly.
Indian startups pay a big chunk of senior salaries in stock options, and the tax lands early. Options are taxed as a perquisite when you exercise, before any cash comes in, which the government itself called a cash-flow problem for employees who want to hold[1]. The 2020 Budget proposed deferring that tax for start-up employees by up to five years[1], but you still have to decide when to exercise.
Lots of employees end up with most of their net worth in one unlisted company. Liquidity shows up in short windows - a buyback, a tender offer or an IPO. Shares from options exercised before an IPO are exempt from the six-month lock-in that binds other pre-IPO holders[2], so the how-much-to-sell decision can land on the very day the stock lists.
What it does, in regulatory terms: investment advice and financial planning by a SEBI-registered investment adviser. SEBI's definition of investment advice includes financial planning, so this needs registration[3]. Optionsage takes no commission, sells no products and does not trade or broker shares.
An employee uploads their grant letters and cap-table statement. A planner then builds out their position, covering vested and unvested options, exercise prices, the latest valuation, tax at exercise and at sale, and the share of total wealth tied up in the employer. Before each liquidity window the employee gets a written plan that says whether to exercise now or wait, how much to tender, what to do with the proceeds and how to stage selling after an IPO. A planner walks them through it on a call.
The original idea was swapping pre-IPO shares between employees of different startups. The US exchange-fund model depends on US tax treatment and needs US$100,000 to join[4]. An Indian pooled vehicle would be an Alternative Investment Fund, which cannot accept less than ₹1 crore from most investors[5], and each direct swap would be a share transfer needing company consent. Making better decisions in the windows that already exist does the same job with far less pain.
The employee is the user. The best payer is the employer during a liquidity event, because a confused workforce in the middle of a buyback is a people problem for HR. I couldn't find a public price for ESOP advice in India, so a per-employee fee per event and a direct annual plan for individuals are my assumptions. Check with counsel how employer-paid advice fits SEBI's adviser fee rules[3].
Equity platforms now run liquidity programmes as routine. One cap-table platform lists buybacks, tender offers and secondaries among its services[6], and another says it has handled more than 40 primary and liquidity transactions[7]. Every programme creates employees who have to decide quickly. SEBI's investment adviser rules were amended again in November 2025[3], so the compliance baseline is current.
There's no public count of Indian ESOP holders or what they own. The closest numbers are company claims - one cap-table platform says 21,000-plus employees sit on cap tables it manages[7], and another reports more than US$28 billion of employee equity on its platform globally[6]. Treat both as self-reported hints at scale and not as your market.
Equity-management platforms run cap tables, option plans and liquidity programmes for companies[6][7][8]. The employer hires them and they serve the company's process. In the US, newer wealth startups offer exchange funds for concentrated listed stock[4]. I found no Indian service that advises the individual employee on their own option decisions for a flat fee.
| Difficulty | Moderate (37/100) |
| Starting capital | ₹40–75 L |
| Time to launch | 4–6 months |
The modelling is spreadsheet-level stuff. The hard parts are registration, hiring qualified planners who understand Indian equity tax and winning employers' trust to sit beside their liquidity events. Demand is lumpy as well, because work spikes around each event and goes quiet in between.
Yes. Paid ESOP planning is investment advice, so registration comes before the first client.
Building this outside India? The categories above usually have a local equivalent, so check with your own regulator.
AI shouldn't give the final advice or settle tax questions. A registered planner signs every plan, and tax rules get checked with a chartered accountant.
Want to work out the AI layer for Optionsage? Talk to Yash →
Here's what can go south -
I'd back a founder with financial planning credentials and solid startup or HR networks on this. If you're hoping to build a trading platform then it's the wrong idea. Prove first that three employers will pay for advice during a real buyback or tender, and that at least half the eligible employees book a session.
My estimate is ₹40–75 L, covering SEBI registration, a couple of qualified planners, the modelling tool and early sales to startups. The kit breaks it down.
Yes. Paid advice on exercising, holding or selling shares, financial planning included, needs SEBI investment adviser registration.
Yes, startup employees everywhere struggle with the same exercise and tax decisions. Advice rules and option taxes change by country, so check with your own regulator and a local tax adviser.
The free Optionsage validation kit has the line-by-line capital breakdown, the effort scoring, the investment adviser and tax checklist, a 14-day validation sprint with pass/fail targets, a 90-day launch plan, 10 interview questions for employees and HR heads, and 5 assumptions to test. Download the kit →
Thinking about building Optionsage or something close to it? The make-or-break work is getting employers to bring you in before a liquidity event and not after, and that's a sales motion I can help you think through. If you need a hand, you know where to find me. Talk to Yash →
For illustration only. Names are fictional and ideas hypothetical; sourced facts are real but may be out of date. Nothing here is legal, financial or professional advice, and Yash Khatri is not personally liable for any use of it. Read the full disclaimer.