ESOP Exercise and Cap Table Management in Gurugram

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.

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.

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).

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.

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.

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.

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).

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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