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ESOP Exercise and Cap Table Management in Gurugram

For the enterprise-SaaS and unicorn teams across Cyber City, Udyog Vihar and Golf Course Road, we close high-volume exercise windows end to end and file PAS-3 with RoC Delhi, which covers Haryana.

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Covers: eligibility, exercise-price collection, FMV report, allotment, PAS-3, cap table.

Fees: Starting from INR 14,999 per year (Exl GST and Govt. Charges)

Key deadline: PAS-3 within 30 days of allotment.

FMV rule: merchant-banker report valid for 180 days before exercise.

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What This Service Covers

📌 TL;DR - ESOP Exercise and Cap Table Services at a Glance

When employees exercise vested options, we verify eligibility, collect the price, obtain the FMV, allot shares, file PAS-3 within 30 days, and update the register and cap table. End to end.

Gurugram has become India's densest cluster of venture-funded SaaS and ITES companies, concentrated in Cyber City, Udyog Vihar and along Golf Course Road, and many run large ESOP pools, sometimes mirrored under a US holding company. We run every exercise window cleanly, from eligibility to cap table: verifying eligibility, collecting the exercise price, obtaining the FMV report, processing the allotment, filing PAS-3 in time, and updating 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 for fast-scaling Gurugram teams. Eligibility must be checked, the price collected, the FMV pinned down, the allotment passed, PAS-3 filed within 30 days with RoC Delhi, and the cap table corrected. Miss any step and the share issue is exposed in the next audit or the next Series funding round. Patron Accounting runs the full sequence as a managed service.

ESOP Exercise and Cap Tables in the Gurugram Market

Gurugram is in Haryana, and companies registered here file with the Registrar of Companies, Delhi, which holds jurisdiction over Haryana. Every Form PAS-3 for shares allotted on exercise goes against your Haryana CIN on the MCA21 portal under RoC Delhi, so the allotment record, SH-6 register and cap table all have to tie back to that same filing history, regardless of the Cyber City address.

The local exercise pattern reflects Gurugram's clusters. In Cyber City and Udyog Vihar, large SaaS and ITES teams run scheduled annual exercise windows with sizeable grant pools, which makes batch eligibility checks and a single clean reconciliation the priority. Along Golf Course Road and Sohna Road, venture-funded startups tend to exercise around a funding round or secondary, so FMV timing against the 180-day window is the pressure point. US-flip structures add a layer: the Indian exercise and PAS-3 filing must still be completed even when the parent cap table sits offshore.

Gurugram companies usually source the Category I Merchant Banker FMV report from valuers in Delhi-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 sequence the valuation, board resolution and filing together so a Gurugram exercise never drifts past the deadline.

What Is ESOP Exercise and Cap Table Management

Gurugram's enterprise-SaaS and unicorn ecosystem runs large option pools, so exercise windows here often move hundreds of grantees at once. ESOP exercise management is the operational handling of that window, turning vested options into allotted shares with every filing closed, while cap table management keeps the resulting shareholding record accurate at scale.

For a Cyber City SaaS company, the work spans eligibility verification, exercise-price collection over banking channels, the FMV report, the board allotment resolution, PAS-3 filing, demat credit, and the SH-6 register and cap-table update; because Gurugram companies file with RoC Delhi, the same 30-day discipline applies.

This is not scheme design. It is the high-volume execution a Golf Course Road startup repeats each time its employees exercise.

Key Terms for ESOP Exercise and Cap Table:

Exercise: the employee paying the exercise price to convert vested options into shares.
Allotment: the board resolution issuing the shares, which starts the 30-day PAS-3 clock.
FMV report: the merchant-banker valuation fixing the share value, valid 180 days before exercise.
Cap table: the live record of who owns how many shares and options after each event.

Filed under Form PAS-3 (30 Days)

Who Needs This Service

Gurugram's high-growth companies run frequent, large-volume exercise windows that have to close cleanly. This service fits:

Cyber City and Udyog Vihar SaaS-ITES firms opening periodic or liquidity-event windows.
Unicorn-scale companies allotting shares as hundreds of employees exercise vested options.
Golf Course Road and Sohna Road HR and CS teams managing high grant volumes at once.
Late-stage startups presenting an investor-ready cap table before a large funding round.

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

Our Exercise and Cap Table Services

Service	What We Do
Eligibility Verification	We reconcile vesting and the open window across large grantee pools against the scheme and grants.
Exercise-Price Collection	We coordinate exercise-price collection through banking channels at volume and evidence each remittance.
FMV Report Coordination	We obtain the Category I Merchant Banker FMV report and keep it valid within the 180-day window.
Allotment and PAS-3	We prepare the board allotment resolution and file Form PAS-3 with RoC Delhi within 30 days.
Demat Credit	We instruct the depository so allotted shares credit to employee demat accounts in bulk.
Register and Cap Table Update	We update the SH-6 register and keep the cap table accurate even after a large exercise event.

Our Process

How an Exercise Event Works in 6 Steps

For a Cyber City enterprise-SaaS firm moving hundreds of grantees, we run the full exercise sequence from eligibility to cap table, so every high-volume window closes compliant and on time.

Step 1

Verify eligibility

We reconcile vested quantity and eligibility across the full grantee pool against the scheme.

Vested quantity Window check

Eligibility Verified 01

Step 2

Collect the exercise price

We collect the exercise price through banking channels at volume and record each consideration.

Banking channel Evidenced

Price Collected 02

Step 3

Fix the FMV

We obtain the merchant-banker FMV report within 180 days, or use the exchange price for listed shares.

180-day validity Cat I banker

FMV Fixed 03

Step 4

Allot the shares

We pass the board allotment resolution; that date starts the 30-day PAS-3 clock for the RoC Delhi filing.

Board resolution Clock starts

Shares Allotted 04

Step 5

File PAS-3 and credit demat

We file the Return of Allotment within 30 days and instruct the depository for demat credit.

Within 30 days Demat credit

PAS-3 Filed 05

Step 6

Update register and cap table

We post the exercise to the SH-6 register and refresh the cap table across the enlarged pool.

SH-6 register Cap table

Records Updated 06

Documents Checklist

For a Gurugram exercise event, especially a large one, we gather:

The ESOP scheme and grant letters underpinning eligibility and vesting across the pool.
Employee exercise notices and banking-channel remittance proof for each grantee.
A Category I Merchant Banker FMV report current within the 180-day window.
The board resolution for allotment and the full allotment list.
Demat account details for share credit at volume.
The existing SH-6 register and cap table for reconciliation.

The deadline that trips Gurugram companies

At unicorn scale the volume hides the date: the 30-day PAS-3 clock runs from the board allotment date, not the exercise-form date. Conflating the two across a large window is the most common reason a Cyber City company misses the deadline and faces Section 454 adjudication.

Common Challenges and How We Solve Them

Challenge	Impact	How Patron Accounting Solves It
A large Cyber City window buries the 30-day clock	Section 454 adjudication and late fees	We track the clock from the board allotment date and file with RoC Delhi well within 30 days.
FMV report older than 180 days at exercise	Invalid valuation and tax exposure	We schedule a fresh merchant-banker valuation inside the 180-day window.
Cap table out of sync after a bulk allotment	Discrepancy surfaces in VC or pre-IPO due diligence	We reconcile the cap table and SH-6 register immediately after each large event.
Valuation mismatch between MCA and tax filings	Scrutiny risk on a high-value cap table	We align the registered-valuer and merchant-banker figures to avoid scrutiny.

Exercise and Cap Table Fees

Fee Component	Amount
Patron Accounting Professional Fees	Starting from INR 14,999 per year (Exl GST and Govt. Charges)
Scope of the annual fee	Eligibility checks, allotment, PAS-3 filing and cap-table updates across exercise windows in the year
Merchant-banker valuation fees	Billed at actuals
ROC charges	Billed at actuals

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.

Time Taken

Stage	Estimated Timeline
Exercise event with documents in order, through allotment	5 to 7 working days
PAS-3 filing	Within the 30-day statutory window
Demat credit	Around T+2 after allotment

We schedule the FMV report ahead so the 180-day validity never lapses mid-window. Lining up the valuation and allotment sequence in advance keeps every filing on time and the cap table accurate.

Key Benefits

Why Use a Professional

PAS-3 on time

Filed with RoC Delhi inside 30 days even at volume, so no Section 454 adjudication or late fees.

Fresh FMV

FMV always fresh, held inside the 180-day validity window for each event.

Reconciled records

Cap table and SH-6 register reconciled after every bulk exercise event.

Aligned valuations

MCA and income-tax valuations aligned, so pre-IPO diligence finds no red flags.

Trusted by Startups and Growth Companies

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-Event Deadlines at a Glance

When a Gurugram unicorn opens a window for hundreds of grantees, volume cannot be an excuse for a slipped date. This is the deadline chain we hold every Cyber City or Golf Course Road event to, from FMV validity through to the cap-table refresh.

Step	Trigger / Basis	Timeline
FMV report	Before exercise	Valid within 180 days
Board allotment	After price collected	Per exercise window
PAS-3 filing	From allotment date	Within 30 days
Demat credit	After allotment	Around T+2
Register / cap table	After allotment	Immediately

Legal and Compliance Framework

Allotment filing: a Gurugram 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).

Frequently Asked Questions

Common questions on the ESOP exercise process, PAS-3 timelines, FMV validity and cap-table updates.

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What happens when an employee exercises ESOPs?

On exercise, the employee pays the exercise price to convert vested options into shares. The company verifies eligibility, fixes the FMV, passes a board allotment resolution, files Form PAS-3 within 30 days, credits the shares to the employee demat account, and updates the SH-6 register and cap table. The difference between FMV and exercise price is also taxed as a perquisite.

When must PAS-3 be filed after an ESOP exercise?

Form PAS-3, the Return of Allotment, must be filed with the Registrar of Companies within 30 days of allotment. The 30-day clock runs from the date the board passes the allotment resolution, not from the date the employee submits the exercise form. Conflating these dates is the most common reason companies miss the window and face Section 454 adjudication.

What filing is required after an ESOP exercise?

After the exercise, the board passes an allotment resolution, and Form PAS-3 must then be filed with the RoC within 30 days of allotment. The shares are credited to the employee demat account, and the SH-6 register and cap table are updated. The FMV report must be no older than 180 days at the time of exercise.

How long is the FMV report valid for an exercise?

For unlisted shares, the Category I Merchant Banker FMV report must not be older than 180 days before the exercise date, under Rule 3(8)(iii) of the Income Tax Rules. If the report lapses mid-window, a fresh valuation is needed. For listed shares, the FMV is the average of the opening and closing price on the exercise date.

Which RoC handles PAS-3 for a company registered in Gurugram?

Gurugram is in Haryana, and companies registered here file Form PAS-3 with the Registrar of Companies, Delhi, which has jurisdiction over Haryana. The filing is done online on the MCA21 portal against your Haryana CIN, so a Cyber City address does not change the RoC. The allotment record, SH-6 register and cap table must all reconcile to that same RoC Delhi filing history.

How does a US-flip structure affect ESOP exercise in Gurugram?

Many Gurugram SaaS companies mirror their option pool under a US parent, but if the operating entity is an Indian private company, the Indian exercise still requires a Category I Merchant Banker FMV, a board allotment and Form PAS-3 within 30 days, filed with RoC Delhi. We handle the Indian-side exercise and PAS-3 filing and reconcile the Indian cap table even when the parent cap table sits offshore.

When should the cap table be updated?

The cap table should be updated immediately after every allotment, so that it matches the SH-6 register and the PAS-3 filing. To avoid any mismatch during due diligence or audit, we reconcile after each exercise event.

Can Patron manage high-volume exercises for a Cyber City SaaS team?

Yes. Large SaaS and ITES teams in Cyber City and Udyog Vihar often exercise in scheduled windows with sizeable grant pools across many employees. We run batch eligibility checks, coordinate one FMV report for the window, process the board allotment, file PAS-3 with RoC Delhi within 30 days and credit each employee demat account, then complete a single clean cap-table and SH-6 reconciliation for the whole window.

Quick Answers

Which is the key filing on ESOP exercise? The key filing is Form PAS-3, the Return of Allotment, filed with the Registrar of Companies.
What is the deadline to file PAS-3? Form PAS-3 must be filed within 30 days from the allotment date.
How long is the FMV valuation valid before exercise? For unlisted companies, the fair market value is valid for 180 days before the exercise date.
When are the shares credited in demat? The shares are typically credited to the demat account around T+2 after allotment.
Which records are updated after allotment? The SH-6 register of ESOPs and the company cap table are both updated.

Why Timing Matters

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.

Run Your Exercise Windows Cleanly

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.

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Related Services

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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Content Created: 24 June 2026 | Last Updated: | Next Review: 24 September 2026 | Reviewed By: CA & CS Team, Patron Accounting LLP

This page is reviewed every six months for changes to the PAS-3 form or timelines, Rule 3(8) FMV validity, registered-valuer or merchant-banker rules, demat or PAS-6 procedure, and MCA e-form revisions (Tier 2 freshness).