ESOP Exercise and Cap Table Management

Run every ESOP exercise window cleanly, from eligibility to cap table. Patron Accounting verifies eligibility, collects the exercise price, obtains the FMV report, processes the allotment, files PAS-3 in time, and updates your register and cap table so each exercise is fully compliant.

The exercise event is where an option becomes a share, and where compliance most often slips. Eligibility must be checked, the price collected, the FMV pinned down, the allotment passed, PAS-3 filed within 30 days, and the cap table corrected. Miss any step and the share issue is exposed in the next audit or funding round. Patron Accounting runs the full sequence as a managed service.

Content is reviewed quarterly for accuracy.

Any company running an exercise window needs the sequence handled correctly and on time.

• Startups opening periodic or liquidity-event exercise windows.
• Companies allotting shares as employees exercise vested options.
• HR and CS teams managing high grant volumes across many employees.
• Companies preparing a clean cap table ahead of a funding round.

Statutory anchor: shares allotted on exercise of options under Section 62(1)(b) require a Return of Allotment in Form PAS-3 within 30 days of allotment, and the FMV for unlisted shares must rest on a merchant-banker report not older than 180 days under Rule 3(8)(iii).

• ESOP scheme and grant letters to verify eligibility and vesting.
• Employee exercise notices and exercise-price remittance proof.
• Category I Merchant Banker FMV report within the 180-day window.
• Board resolution for allotment and the allotment list.
• Demat account details for share credit.
• Existing SH-6 register and cap table for reconciliation.

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 Exercise and Cap Table 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 processing share allotments, ROC filings and cap-table updates for Indian companies.

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

Exercise execution pairs with the statutory register and filings. See our ESOP corporate filings for the SH-6 register and ROC forms, and issue of shares for allotment mechanics. For scheme design, see ESOP management and compliance services.

Each exercise also triggers tax: see our ITR for ESOP employees for the perquisite and capital-gains position. For the wider calendar, see private limited company compliance, and the full ESOP services hub.

Allotment filing: shares allotted on exercise of options under Section 62(1)(b) of the Companies Act require a Return of Allotment in Form PAS-3 filed with the ROC within 30 days of allotment.

Valuation: for unlisted shares, the FMV must rest on a Category I Merchant Banker report not older than 180 days before exercise under Rule 3(8)(iii) of the Income Tax Rules; the Companies Act allotment uses a registered valuer, so companies usually align both.

Register: each exercise is recorded in the Form SH-6 Register of Employee Stock Options, and the cap table is updated to reflect the new shares.

Non-compliance: failure to file PAS-3 attracts ROC late fees and adjudication under Section 454, and can call the validity of the share issue into question during audit or due diligence.

Authoritative sources: the Ministry of Corporate Affairs (PAS-3, allotment), the Companies Act and Rules, the Income Tax Department (Rule 3(8) FMV), and ICSI (secretarial standards).

The PAS-3 window is just 30 days from allotment, and the FMV report expires at 180 days. An exercise window can open at short notice around a liquidity event. Line up the FMV and the allotment sequence in advance, so filings land on time and the cap table never drifts.

An ESOP exercise looks simple but carries a tight chain of deadlines: FMV validity, allotment, PAS-3 within 30 days, and an accurate cap table.

Patron Accounting LLP, a CA and CS firm with 15+ years of allotment and ROC-filing experience, runs the full exercise sequence and keeps your register and cap table reconciled, so every exercise window closes clean.