ESOP Exercise and Cap Table Management in Pune

Picture a Rajiv Gandhi Infotech Park SaaS firm in Hinjewadi where two dozen engineers hit their annual exercise window the same month: vesting has to be reconciled grantee by grantee, the exercise money has to land through banking channels, and a single board allotment has to convert all of it into shares before anyone updates the register. That month of work, repeated each time options are exercised, is what this service runs for you.

Across the Kharadi EON IT Park belt, Magarpatta, Viman Nagar and the Baner-Balewadi corridor, the slip is rarely the idea of exercising; it is the execution after allotment. A grantee can pay and receive shares, yet the PAS-3 return, the SH-6 entry and the live cap table fall out of step. When a Series A investor or a statutory auditor pulls the shareholding history, those gaps become findings. Patron Accounting closes the whole loop so the next Pune diligence round reads clean.

Companies registered in Pune fall under the jurisdiction of the Registrar of Companies, Pune, which covers most of Maharashtra outside the Mumbai region. Every Form PAS-3 for shares allotted on exercise is filed against your Pune CIN on the MCA21 portal, so the allotment record, SH-6 register and cap table all have to tie back to the same RoC Pune filing history.

The local exercise pattern reflects Pune's clusters. In the Hinjewadi and Magarpatta IT parks, larger product teams run scheduled annual exercise windows with high grant volumes, which makes batch eligibility checks and a single clean cap-table reconciliation the priority. In the Kharadi and Viman Nagar startup hubs, early-stage companies tend to exercise around a funding round or a secondary sale, so the FMV report timing against the 180-day window is the pressure point. Along the Baner-Balewadi tech corridor, founder-led teams often discover an out-of-date register only when an investor's diligence checklist arrives.

Because Pune sits a short distance from Mumbai's merchant-banker and Category I valuer pool, FMV reports are usually quick to source, but the 30-day PAS-3 clock still runs from the board allotment date, not from when the valuation lands. We schedule the FMV, the board resolution and the filing as one sequence so a Pune exercise window never drifts past the deadline.

If a window is open or about to open, the work below has to happen on the clock. The Pune teams that lean on us most are:

• Product and SaaS companies in Rajiv Gandhi Infotech Park (Hinjewadi) and the EON IT Park belt at Kharadi, where annual windows carry high grant volumes and need batch eligibility checks plus one clean reconciliation.
• Early-stage startups in Viman Nagar and along Baner-Balewadi that exercise around a funding round or a secondary, where the FMV timing against the 180-day window is the squeeze.
• Chakan and MIDC manufacturers issuing shares as senior engineers and plant leadership exercise vested options.
• Founders and lone HR-CS leads tidying an out-of-date cap table before a Pune investor's diligence checklist lands or RoC Pune raises a query.

Statutory anchor: for any Pune-registered company, shares allotted on exercise under Section 62(1)(b) of the Companies Act, 2013 need a Return of Allotment in Form PAS-3 at RoC Pune within 30 days of allotment, and the unlisted-share FMV must rest on a Category I Merchant Banker report no older than 180 days under Rule 3(8)(iii) of the Income Tax Rules.

Have these ready before a window opens and a Pune exercise runs without stalling:

• The ESOP scheme document and the individual grant letters that fix eligibility and vesting.
• Each employee's exercise notice and proof the exercise price came through banking channels.
• A Category I Merchant Banker FMV report dated inside the 180-day window before the exercise date.
• The board allotment resolution and the supporting allotment list.
• Demat account details for every grantee receiving shares.
• The current SH-6 register and the existing cap table to reconcile the new shares against.

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.

A Pune product company can run two or three windows in a single year, and each one re-starts the same chain of dates. Read the table top to bottom as one timeline: it is exactly the order we lock a Hinjewadi, Kharadi or Magarpatta event into, from the FMV validity check through to the same-day cap-table refresh.

Every Pune ESOP exercise answers to two regulators at once - the MCA on the company-law side and the Income Tax Department on valuation - and a clean window keeps both satisfied with one set of records. Here is the framework a Hinjewadi or Kharadi filing is held to.

Allotment filing: when a Pune company allots shares on exercise of options under Section 62(1)(b) of the Companies Act, it must file a Return of Allotment in Form PAS-3 with RoC Pune 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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