ESOP at a Funding Round: Series A, B and C in Delhi

Delhi's startup story runs on consumer and D2C brands as much as on software, and ESOPs at a funding round look a little different when a chunk of the early team is in growth, operations and category roles rather than only engineering. Patron Accounting sizes and structures your ESOP pool at each round, models the dilution before you sign, and helps you win the pre-money versus post-money debate, so your team is funded and your equity is protected.

An ESOP pool is not set once and forgotten. At each round, investors expect a pool sized to your next 18 to 24 months of hiring, and for founder-run Delhi companies a recurring question is whether promoter-directors can be granted options at all. The term sheet decides whether that pool dilutes only you or everyone. The numbers are large, the decision is final once signed, and most founders only see the impact afterwards. We make sure you see it first.

With NRI and overseas capital common in Delhi rounds, the cap-table picture has to be precise from the start. We work from:

• The term sheet and the proposed round size and valuation, including any FEMA-relevant detail where overseas or NRI investors lead.
• Your current cap table and the existing ESOP pool and grants, with the residential status of holders where it affects the structure.
• Your hiring plan for the next 18 to 24 months across product, trading and consumer-tech roles.
• The existing ESOP scheme document and prior resolutions filed with RoC Delhi.
• Any investor demands on pool size, timing or pre-money treatment.

For Delhi's trading, product and consumer-tech companies, we map the pool to each stage of the raise so the number always traces back to hiring, not habit.

A Delhi company sits in the same jurisdiction as the MCA headquarters, and the top-up runs through these statutory steps:

• Board approval: the board approves the scheme amendment and the new pool size.
• Special resolution: shareholders approve the top-up under Section 62(1)(b) of the Companies Act, with MGT-14 filed at RoC Delhi within 30 days.
• Valuation: a registered-valuer or Rule 11UA valuation sets the exercise price for fresh grants, with FEMA pricing checked where NRI or overseas holders are involved.
• Register and filings: the SH-6 ESOP register is updated and the ROC forms are filed.
• DPIIT startups: recognised startups can use the wider eligibility and tax-deferral benefits.

With a mix of domestic and NRI capital around the table, Delhi founders run into a particular set of pool issues. We solve them as follows.

Delhi's ecosystem spans the Nehru Place IT cluster, the Connaught Place finance district and the Saket-Aerocity corporate belt, with a strong tilt toward consumer internet, D2C and edtech. Many of these companies are tightly founder-run, which puts a specific question front and centre at a funding round: can the promoters themselves hold options? For an ordinary private company they cannot, but a DPIIT-recognised startup can grant ESOPs to promoter-directors, which changes how the pool is designed.

A Delhi private limited company files its ESOP resolutions and ROC forms with the Registrar of Companies, Delhi (RoC Delhi), which operates close to the Ministry of Corporate Affairs headquarters in the capital and also has jurisdiction over Haryana. The Section 62(1)(b) special resolution, the MGT-14 filing within 30 days and the SH-6 register all sit under RoC Delhi. We pair the cap-table and dilution modelling with the RoC Delhi filing and confirm your DPIIT status so the pool is structured to your eligibility.

A common Delhi scenario: a consumer brand raising Series A wants to reward two founders and a handful of early growth and category leads. We model the pool against that mix, check the promoter-director grant route under DPIIT, and set the size so the founders are rewarded without over-diluting the cap table.

All fees and charges listed are indicative only and do not constitute a binding offer. Final amounts may vary depending on the volume of work and the complexity involved.

Professional service charges for drafting, filing, and representation are separate from the statutory fees. The exact fee depends on the complexity of the case, disputed amount, and number of hearings required. Contact us for a detailed quote.

Get a free ESOP at a Funding Round consultation - Call +91 945 945 6700 or WhatsApp us. No-obligation assessment.

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Patron Accounting LLP is a CA and CS firm with 15+ years on startup equity, cap tables and ESOP compliance through funding rounds.

With offices in Pune, Mumbai, Delhi and Gurugram, Patron Accounting serves businesses across India, both in-person and remotely.

With domestic and NRI investors often sharing a Delhi cap table, this side-by-side makes it plain which structure protects the founders and which favours the fund.

A Delhi company files with RoC Delhi, in the same city as the Ministry of Corporate Affairs, and where overseas or NRI investors are on the cap table the FEMA pricing rules sit alongside the framework below.

ESOP issue: an ESOP pool and its top-ups are issued under Section 62(1)(b) of the Companies Act read with Rule 12, requiring a board resolution and a shareholder special resolution to approve the scheme and the pool size.

Valuation: the exercise price and the perquisite value on exercise are set with a merchant-banker or registered-valuer valuation, with Rule 11UA of the Income-tax Rules governing fair market value for unlisted shares.

Register: options granted are recorded in the SH-6 ESOP register, and the relevant ROC forms are filed for the resolution and any allotment on exercise.

DPIIT startups: DPIIT-recognised startups have wider ESOP eligibility, including for promoter-directors, and employees may access the Section 80-IAC-linked tax deferral on ESOP perquisite.

Authoritative sources: the Ministry of Corporate Affairs (Section 62, Rule 12), the Income Tax Department (Rule 11UA, ESOP perquisite), Startup India (DPIIT recognition), and the Companies Act and Rules.

The pool decision is made in the term sheet, and once it is signed the dilution is locked. The time to model the scenarios and negotiate the pre-money versus post-money treatment is before you sign, not after. Bring us in while the term sheet is still on the table, when a few days of modelling can protect several points of founder ownership for good.

At every funding round, the ESOP pool is both a hiring tool and a dilution event, and the pre-money versus post-money choice can quietly cost founders real ownership.

Patron Accounting LLP, a CA and CS firm with 15+ years of startup-equity experience, models your cap table, sizes the pool to your hiring plan, supports the term-sheet negotiation and runs the statutory top-up, round after round, so you fund your team without giving away more than you need to.

Start with the national ESOP At Funding Round Series A/B/C service, then explore complementary ESOP services across India.

• ESOP At Funding Round Series A/B/C in India - the national parent service
• ESOP Services Hub - the full ESOP advisory hub - route by stage, scenario or tax
• ESOP Scheme Design - design the option pool, vesting schedule and leaver terms
• ESOP Valuation Services - Rule 11UA fair-market-value reports for grants and exercises
• ESOP Corporate Filings - MGT-14, PAS-3 and Form SH-6 register filings
• ESOP Perquisite Tax (Sec 17(2)(vi)) - perquisite tax and TDS computation at exercise

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