ESOP Vesting and Forfeiture Tracking in Gurugram

Gurugram is the hub of India's enterprise-SaaS and unicorn economy, the home turf of companies like Zomato, Delhivery and Policybazaar, with option-issuing employers concentrated in DLF Cyber City and Udyog Vihar (SaaS and ITES), the Golf Course Road startup cluster and the Sohna Road product corridor. At unicorn scale the option pool is large, the grant tranches are many, and engineering and operations attrition is steady, so vesting milestones and forfeiture events fire almost daily, far faster than a quarterly spreadsheet review can keep up with.

That pace is the whole reason a Gurugram team outsources this. An ESOP pool behaves like a live ledger, not a one-off filing: a tranche vests this week, a Cyber City engineer resigns next week and forfeits unvested options, and a few weeks on an investor opens diligence and reconciles your SH-6 register line by line. We record each of those events the moment it happens, so there is never a year of movement to reconstruct under pressure before a fundraise or an audit. Content is reviewed quarterly for accuracy.

For a Policybazaar-scale fintech in Cyber City or a Series-A product team on Golf Course Road, the cap table is the document every investor opens first, so we treat the SH-6 register as the single source of truth and feed every event into it directly, no parallel founder spreadsheet that quietly diverges. Across a typical Gurugram engagement, six things sit on our desk each month:

• Vesting, tranche by tranche: we run each grant's monthly or quarterly schedule across your whole headcount and refresh the vested-versus-unvested split.
• Leaver forfeitures: whenever a Udyog Vihar ITES or Cyber City engineer exits, we date the unvested options they forfeit and return them to the pool.
• SH-6 postings: we record every grant, vesting, exercise and forfeiture in the register with its date and cause, under Rule 12(10).
• Pool reconciliation: we keep granted, vested, exercised and forfeited tied back to your authorised pool, the figure a Sohna Road or out-of-state investor reconciles first.
• Exercise-window and vesting alerts: we flag upcoming vesting dates and the closing exercise windows for departing employees.
• Employee notices: we confirm to each employee when their options vest, so equity stays visible and motivating.

The annual subscription is scoped for the way Gurugram option pools actually move, high tranche counts and steady churn, so the five workstreams below run on a continuous monthly cadence rather than as a year-end project.

In Gurugram's enterprise-SaaS and ITES belt, people move between Cyber City employers constantly, and that is precisely why forfeiture is where most tracking errors creep in: it fires off departures, not the calendar, so it never lands neatly on a vesting date you were watching for.

Each forfeiture must be recorded in SH-6 with the date and cause, and the forfeited options returned to the pool so it reconciles. Take a Golf Course Road startup that loses three engineers in a single quarter, each with unvested tranches: we capture every leaver event, apply the scheme's good-leaver or bad-leaver terms, and post the entry, so nothing slips through and the pool stays correct ahead of the next funding round.

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 Vesting Tracking 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

Gurugram companies are in Haryana, so they file with the Registrar of Companies (RoC) Delhi, which administers Haryana alongside the NCT of Delhi. A large share of the city's option-issuing employers sit in clusters we work with closely: the DLF Cyber City and Udyog Vihar SaaS-ITES belt, the Golf Course Road startup cluster, and the Sohna Road tech corridor. These are high-growth, high-attrition teams, which is exactly where unrecorded forfeitures pile up fastest.

The standard Indian grant most Gurugram startups run, a four-year schedule with a one-year cliff, means roughly a quarter of each grant vests at month twelve and the rest monthly or quarterly thereafter, so the vested and unvested split moves every single month. We track that for each tranche, post leaver forfeitures to SH-6 against the scheme's good-leaver and bad-leaver terms, and keep the option pool reconciled. Patron Accounting LLP is a CA and CS firm with 15+ years of this work, with a Gurugram presence plus offices in Pune, Mumbai and Delhi, serving clients in person and remotely.

Gurugram's high-CTC SaaS and fintech employees often assume each monthly vesting event triggers a tax bill, and ask payroll about it. It does not. Vesting is purely a record-keeping and compliance milestone; tax only arrives later, at exercise and again at sale. This tracking service deliberately stops at the compliance line, keeping the vesting and forfeiture record and the SH-6 register straight, while the perquisite tax at exercise is handled separately through payroll and your tax team.

The rules below are national, but the jurisdiction for a Gurugram company is specific: being in Haryana, your secretarial and incorporation filings go to the Registrar of Companies (RoC) Delhi, which administers Haryana. The SH-6 register itself is never filed with the RoC or MCA; it is kept at your Gurugram registered office and produced on inspection during an audit or diligence. Here is the framework it sits within:

Vesting: under Rule 12 of the Companies (Share Capital and Debentures) Rules, 2014, there must be a minimum of one year between grant and vesting; the scheme sets the full vesting schedule and the treatment of options on separation.

Forfeiture: unvested options lapse or are forfeited on separation as the scheme provides, and vested options are exercisable only within the scheme's post-termination window, after which they may lapse.

SH-6 register: Rule 12(10) requires the company to maintain the Form SH-6 register recording all grants, vesting, exercise, lapse and forfeiture; it is not filed with the MCA but must be available for inspection in audits and diligence.

Non-compliance: failure to maintain the register or comply with Rule 12 can attract penalties under the Companies Act, alongside the reputational and trust cost of inaccurate records.

Authoritative sources: the Ministry of Corporate Affairs (Rule 12, SH-6, Section 450), the Companies Act and Share Capital Rules, and the Income Tax Department (perquisite at exercise, capital gains).

The cost of not tracking is invisible until it is not: a year of unrecorded vesting and forfeitures surfaces in an audit or a due-diligence exercise, where reconstructing it is slow, expensive and reputationally awkward, and where a pool that does not reconcile raises real questions. Tracking continuously, for a modest annual fee, means the record is always right and there is never a reconstruction to do. Keep the schedule and register live, not retrospective.

Vesting and forfeiture are the moving parts of every ESOP, and keeping them tracked, recorded and communicated is what keeps the scheme accurate, compliant and trusted.

Patron Accounting LLP, a CA and CS firm with 15+ years of ESOP experience, runs this as an affordable annual subscription, tracking vesting milestones, recording forfeitures in SH-6, alerting the company and notifying employees, so your records stay live and audit-ready, and pairs it with full register administration and management whenever you need more.

Start with the national ESOP Vesting and Forfeiture Tracking service, then explore complementary ESOP services across India.

• ESOP Vesting and Forfeiture Tracking 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

Available across our four office cities. You are viewing the Gurugram page.