ESOP Due Diligence Prep for Funding and M and A in Gurugram

Gurugram is the address book of India's enterprise-SaaS and unicorn economy. The Zomato, Delhivery and Policybazaar headquarters sit minutes apart, the Cyber City and Udyog Vihar towers run on ITES and product engineering, and the Golf Course Road and Sohna Road clusters are thick with VC-backed companies that hired their first hundred people on option grants. The pattern is consistent: equity is promised at the speed of a growth-stage hiring sprint, and the statutory paperwork lags by years. The moment a Gurugram founder counter-signs a term sheet, that lag becomes the deal's exposure.

Patron Accounting closes that exposure before the investor's auditor ever logs into the data room. We audit your ESOP records the way a late-stage diligence team would, then remediate, so a missing MGT-14, a register that froze two cohorts ago, or a cap table that no longer ties after a secondary is fixed on your timeline rather than discovered on theirs. Done early, diligence is a verification of clean records; done late, it is a renegotiation you did not budget for.

When a Delhivery-scale logistics-tech or a Cyber City fintech runs diligence on a target, its team rarely opens with the resolution — at enterprise scale the register and the reconciliation are where deals are won or lost, so those get pulled first. The four checks, in the order a late-stage Gurugram fund actually works them:

• The register: is the SH-6 complete and current across every grant, vesting, exercise and forfeiture, cohort by cohort?
• The reconciliation: does the cap table tie exactly to the statutory registers, the resolutions and the grant letters, even after secondaries?
• The approvals: did a special resolution clear the scheme, and was MGT-14 filed in time for each amendment?
• The valuations: is there a registered-valuer FMV at grant and at each exercise, with every past allotment supported?

For a typical Golf Course Road Series B raiser, the work weights toward register and reconciliation; for a Sohna Road growth-stage company it leans toward valuation clean-up. The full scope:

• SH-6 reconstruction: for a deep, multi-cohort pool we rebuild the register grant by grant, the heaviest lift in a scaled engagement, capturing every vesting, exercise and forfeiture.
• Cap-table reconciliation: we tie the cap table to the statutory registers, board resolutions and grant records, resolving every discrepancy even after secondaries.
• ESOP compliance audit: we read the scheme, resolutions, MGT-14 and PAS-3 filings, valuation history and grant letters against the diligence checklist.
• Filing remediation: we file the missing MGT-14 and PAS-3 returns, manage the late fees and regularise defective approvals.
• Valuation clean-up and data-room pack: we obtain the missing registered-valuer FMV reports, address historic exposure, and assemble a clean, indexed pack so diligence runs fast.

These are the four problems we most often inherit from a fast-scaled Gurugram option pool — the kind built during a Cyber City hiring boom and never reconciled since:

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 Due Diligence Prep 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 ESOP compliance, ROC filings, valuations and deal-readiness for funding and M and A.

We work with founders across Cyber City, Udyog Vihar, Golf Course Road and the Sohna Road corridor, filing their ESOP remediation with RoC Delhi, and with offices in Pune, Mumbai and Delhi we serve businesses across India, both in-person and remotely.

Every fix below routes through RoC Delhi, the registrar with jurisdiction over Haryana, so the clean-up is sequenced to the registrar's turnaround and finished inside a live Gurugram deal window:

A Cyber City company is incorporated in Haryana yet files with RoC Delhi, whose jurisdiction spans the NCT and Haryana, so the statutory framework below is what governs its ESOP — and a deep, unicorn-shaped option pool tests every clause of it.

Register: Rule 12(10) requires an SH-6 register recording all grants, vesting, exercise, lapse and forfeiture, which at scale must be inspection-ready cohort by cohort when diligence opens.

Approval and filing: an ESOP scheme requires a special resolution under Section 62(1)(b), with MGT-14 filed within 30 days and PAS-3 on allotment after exercise; missing or late filings are the most common diligence findings.

Valuation: a registered-valuer fair value is required at grant and at exercise, and any past allotment without a Rule 11UA valuation can carry historic Section 56(2)(viib) exposure.

Remediation routes: late filings are regularised with the applicable late fees, and where older defaults remain, condonation or compounding routes under the Companies Act resolve them.

Authoritative sources: the Ministry of Corporate Affairs (Section 62, Rule 12, MGT-14, PAS-3, SH-6), the Companies Act, condonation and compounding provisions, and the Income Tax Department (Rule 11UA valuation, Section 56).

Gurugram sits in Haryana, but companies here are registered with RoC Delhi, the registrar whose jurisdiction covers both the National Capital Territory and Haryana, so every retrospective MGT-14, PAS-3 and SH-6 remediation we run for a Gurugram company is filed and processed through that office. Mapping the work to RoC Delhi's condonation and late-filing process from day one is what lets us close out the clean-up inside a live deal window.

The option-hygiene problems we see vary by cluster:

• Cyber City and Udyog Vihar SaaS-ITES belt: fast-scaling product and services companies that handed out options informally on the way up, often with board-only approval and no special resolution before the first grants.
• Golf Course Road startup cluster: VC-backed companies raising Series A or B where the cap table presented to the new fund no longer ties to the SH-6 register after a round of exercises and exits.
• Sohna Road tech corridor: newer growth-stage companies with a registered-valuer FMV taken only at scheme setup, missing the Rule 11UA valuation due at each exercise window.

Because Gurugram rounds are typically led by domestic and global funds running a four-to-eight-week diligence after the term sheet, starting the ESOP prep the moment the term sheet lands is what keeps a Cyber City or Golf Course Road deal on its agreed timeline and valuation.

This is the one ESOP service where the clock is already running: the term sheet is signed, diligence is days or weeks away, and the gaps that took years to accumulate have to be fixed in that window. Every day of delay narrows the room to remediate cleanly and raises the chance that the investor finds the gap first, on their terms. The moment a round or a sale is on the horizon, get the ESOP records audited and fixed, so diligence confirms a clean house rather than uncovering a messy one.

ESOP gaps are silent until diligence, and then they are loud, costing valuation, time and sometimes the deal. Preparing in advance turns that risk into a non-event.

Patron Accounting LLP, a CA and CS firm with 15+ years of ESOP and deal-readiness experience, audits your scheme, filings, registers, valuations and cap table against what investors check, remediates every gap, and hands you a clean ESOP data room, so your funding round or acquisition closes on time and at the value you agreed.

Start with the national ESOP Due Diligence Prep for Funding and M&A service, then explore complementary ESOP services across India.

• ESOP Due Diligence Prep for Funding and M&A 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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