A cap table is either a live, reconciled record of who owns what on a fully-diluted basis — or a spreadsheet of good intentions that diligence takes apart in an afternoon. This engagement builds and maintains the former: every instrument, every round, every ESOP grant, tied to the ROC record.
| Item | Position |
|---|---|
| Source of truth | Registers + ROC filings — the sheet must reconcile to them, not vice versa |
| Fully diluted | ESOPs and convertibles counted as-if converted, always shown |
| Diligence test | Every row traceable to a document; every difference explained |
| Cadence | Updated per event, reviewed per round |
The reconciled cap table (summary + instrument-wise), the ROC-reconciliation memo, scenario models for the live round, and the event-update protocol.
All allotment/transfer documents, SHA/SSA sets, ESOP register, convertible terms, ROC filing history, and the current internal sheet warts-and-all.
Documents must surface completely — including the awkward ones (unfiled allotments, promised-but-unpapered equity). Cures exist for most; concealment ruins rounds.
Curative ROC filings and valuations are executed under their own scopes (linked below); negotiating with counterparties is the founders' seat.
Our Excel says 100%, the ROC says something else. Common?
Very — timing gaps, unfiled forms and forgotten transfers cause most of it. The differences memo turns an embarrassing discovery into a fix list.
Can you model what the SAFE/CCD does at the next round?
Yes — conversion mechanics, caps and discounts run through the scenario model so founders see dilution before signing, not after.
Do we need software or is a sheet fine?
At most private-company scales a disciplined, reconciled sheet is fine; tooling helps at high grant volumes. The discipline, not the platform, is the product.
Who should see the cap table?
Founders and the board always; employees typically see their own grants, not the whole table. An access protocol is part of the handover.
The applicable scope, documentation, professional responsibilities and timelines are agreed in an engagement letter before commencement.
Allotment & ROC FilingsESOP ImplementationDue Diligence & Data RoomRequest a Scope DiscussionThis page describes the service in general terms as on 6 August 2026 and is not professional advice or an assurance of any outcome. Registrations, filings, refunds and departmental outcomes depend on facts and the concerned authority. Figures and due dates change; verify current positions before acting.
| Compliance | Due | Note |
|---|---|---|
| FLA return (RBI) | 15 July (annual) | All entities with FDI/ODI on books |
| FC-GPR | 30 days from allotment | For fresh foreign investment |
| Valuation report (Rule 11UA / FEMA) | Before issue price is fixed | Method and valuer depend on route |
| ESOP: board/valuation/PAS-3 chain | Event-based | Perquisite TDS on exercise |
| DPIIT recognition | Anytime (before benefits) | Needed for 80-IAC and angel-tax relief |
Dates as generally applicable on 15 July 2026; extensions/notifications can change them — confirm current dates before relying.
From documents, not memory.
Tied to ROC; differences memo issued.
Dilution and waterfalls for decisions ahead.
Event-driven updates thereafter.
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