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

Picture a 40-person enterprise-SaaS company off Golf Course Road raising Series B. Its scarcest asset is not the round; it is the senior account executives, staff engineers and product leads it must out-bid against Bengaluru and the rest of the NCR, and almost every one of those offers leans on options. The ESOP pool is how that company pays for that talent in equity, and the round is the moment the pool is topped up and, far too often, mis-priced against the founders. Gurugram's track record of roughly twenty unicorns, from Zomato to Delhivery to Policybazaar, is exactly why getting this pool right here is worth real money at exit.

What makes this a Gurugram page and not a generic explainer is the local mechanics. The percentage ladder across Series A, B and C is familiar, but Gurugram sits in Haryana while its companies file with the Registrar of Companies, Delhi, so the special resolution goes out in Form MGT-14 to RoC Delhi and the grants land in the SH-6 register. We treat the cap-table modelling and that Haryana-to-Delhi paperwork as one engagement, so a Cyber City or Sohna Road founder never negotiates dilution blind and never scrambles on the filing after the wire arrives.

Gurugram rounds are often large and move fast, so getting these to us early keeps the pool decision in your hands rather than the fund's:

• The term sheet, with round size, valuation and the pool ask, which on a growth round can be sizeable.
• Your current cap table, the existing ESOP pool, and all grants made across your enterprise-SaaS and ITES teams.
• Your 18 to 24 month hiring plan, weighted to the senior sales, engineering and leadership roles a scaling SaaS company front-loads.
• The existing ESOP scheme document and prior resolutions, noting Gurugram companies file with RoC Delhi.
• Any investor conditions on pool size, timing or pre-money sizing.

Enterprise-SaaS companies in Gurugram often raise larger, faster rounds, so we manage the pool as a sequence, sizing each top-up to the next stage of an aggressive hiring plan.

Gurugram is in Haryana but its companies file with RoC Delhi, so a Cyber City team's top-up moves through these steps:

• Board approval: the board approves the scheme amendment and the new pool size, often a larger one on a growth round.
• 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.
• Register and filings: the SH-6 ESOP register is updated and the ROC forms are filed.
• DPIIT startups: Gurugram's many DPIIT-recognised enterprise-SaaS companies can use the wider eligibility and tax-deferral benefits.

On large, fast Gurugram rounds the pool stakes are high, and the same problems recur. Here is how we keep them off your cap table.

Gurugram is one of India's densest SaaS and ITES clusters, and that shapes how funding-round ESOPs work here. The enterprise-software and outsourcing companies in Cyber City and Udyog Vihar, the funded consumer and fintech startups along Golf Course Road, and the newer teams on the Sohna Road tech corridor all compete for the same senior product, engineering and sales talent, often against Bengaluru and Delhi. For these companies, a pool sized correctly at Series A, B and C is a retention lever before it is a compliance task.

Although Gurugram sits in Haryana, a Gurugram private limited company files its ESOP resolutions and ROC forms with the Registrar of Companies, Delhi (RoC Delhi), which holds jurisdiction over Haryana as well as the NCT of Delhi. The Section 62(1)(b) special resolution, the MGT-14 filing within 30 days, and the SH-6 register are all lodged with RoC Delhi. We run the cap-table modelling and the RoC Delhi filing as a single engagement, so a Cyber City SaaS founder is not negotiating the pool blind and then scrambling on the Haryana-to-Delhi paperwork afterwards.

A common Gurugram pattern: an ITES or SaaS company raises Series B from a fund that wants a pre-money top-up to fund a sales-and-product hiring push, and the founders only see after signing that the shuffle cost them several points. We model that scenario, and the promoter-director grant route where the company is DPIIT-recognised, before the term sheet is signed.

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.

10,000+ Businesses | 4.9 Google Rating | 50,000+ Documents Processed | 15+ Years

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.

On the large rounds typical in Gurugram, the gap between these two structures is magnified, which is why a Cyber City founder should read this comparison closely before signing.

A Gurugram company is incorporated in Haryana but falls under the jurisdiction of RoC Delhi, so its ESOP resolutions and forms are filed there under the same central statutes set out 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

Available across our four office cities. You are viewing the Gurugram page.