ESOP Exercise and Cap Table Management in Delhi

Picture a Nehru Place SaaS company whose three earliest engineers, two now resident in Dubai and Singapore, want to exercise before a Series A term sheet closes. That single window touches FEMA-compliant remittance for the NRI grantees, a current merchant-banker valuation, a board allotment, a PAS-3 return at RoC Delhi and a cap table that has to survive an investor's diligence. This service runs that whole chain for Delhi NCT companies so nothing is left hanging between an option and a clean share record.

Because the Registrar of Companies, Delhi sits in the same city as the Ministry of Corporate Affairs head office, a Delhi board has little room to treat a late allotment return as a minor slip. We treat each exercise as a managed event: confirm who is eligible, take in the price through banking channels, lock the FMV, pass the allotment, file Form PAS-3 inside 30 days, push the demat credit, and reconcile the SH-6 register and cap table the same week, so the next funding round or audit finds the share issue already watertight.

Companies registered in the National Capital Territory file with the Registrar of Companies, Delhi. Every Form PAS-3 for shares allotted on exercise goes against your Delhi CIN on the MCA21 portal, and with the Ministry of Corporate Affairs headquartered in the capital, Delhi companies operate close to the policy that governs these filings. The allotment record, SH-6 register and cap table must all reconcile to the same RoC Delhi history.

The local exercise pattern reflects Delhi's clusters. Around the Nehru Place IT market and the Connaught Place finance offices, established and promoter-led companies often run their first formal exercise window and discover their register has not kept pace with grants. In the corporate belt around Saket and Aerocity, larger and listed-group entities exercise with bigger pools and tighter audit oversight, so a clean reconciliation against the PAS-3 filings is essential.

Delhi companies usually source the Category I Merchant Banker FMV report from valuers in the capital or nearby NCR, so turnaround is fast. The deadline does not move with it: the report must be no older than 180 days at exercise, and the 30-day PAS-3 window runs from the board allotment date. We line up the valuation, board resolution and filing as one sequence so a Delhi exercise never drifts past the deadline.

If any of the following describes your Delhi company, the exercise sequence below is work you cannot afford to improvise:

• Consumer-tech and D2C brands in the Saket-Aerocity corporate belt allotting shares as early employees exercise ahead of a raise.
• Companies whose cap table carries NRI or overseas-based grantees and investors, where each exercise drags in FEMA remittance and KYC.
• Nehru Place IT and product firms opening their first formal liquidity-event window after years of informal grants.
• Connaught Place finance and trading houses running periodic exercise rounds across a large option pool.

Statutory anchor: a Delhi company allotting shares on exercise of options under Section 62(1)(b) must file a Return of Allotment in Form PAS-3 with RoC Delhi 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).

Before a Delhi window opens, we ask the company to pull together this set, and we chase the gaps where the record has drifted:

• The ESOP scheme document and grant letters that pin eligibility and vesting dates.
• Employee exercise notices, plus banking-channel proof of the price, and the FEMA inward-remittance trail for any grantee paying from abroad.
• A Category I Merchant Banker FMV report dated within the last 180 days.
• The board allotment resolution and the supporting allotment list.
• Demat account details, with full KYC for NRI grantees, for the share credit.
• The current SH-6 register and cap table to reconcile against the new allotment.

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.

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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.

For a company filing in the same city as the MCA head office, none of these dates bends, and an NRI-heavy cap table only raises the cost of getting one wrong. This is the chain we hold every Connaught Place, Nehru Place or Saket exercise window to, from FMV validity through to the same-week cap-table refresh.

The same statutes govern an exercise everywhere in India; for a Delhi NCT company the filing simply lands at RoC Delhi, the jurisdiction that shares its address with the MCA, and the NRI grantees common on capital cap tables add a FEMA layer on top of the Companies Act and Income Tax rules below.

Allotment filing: a Delhi company allotting shares on exercise of options under Section 62(1)(b) of the Companies Act must file a Return of Allotment in Form PAS-3 with RoC Delhi 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.

Start with the national ESOP Exercise and Cap Table M&Anagement service, then explore complementary ESOP services across India.

• ESOP Exercise and Cap Table M&Anagement 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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