Investor Data Room Checklist for Indian Brands

Diligence rarely kills a round. It delays it. Delay is expensive, because a long closing window gives everyone time to change their mind and gives your competitors time to raise first. The fix is unglamorous. Have the documents ready before anyone asks.

With Accel closing a 550 million dollar India fund and more capital chasing consumer brands, diligence is not getting lighter. Larger cheques bring deeper checks. Here is what actually gets asked for in an Indian round.

Corporate and statutory

• Certificate of incorporation, memorandum and articles of association, and every amendment.
• Board and shareholder meeting minutes, in order, signed, from incorporation onwards.
• ROC filings: AOC-4 and MGT-7 for all years, plus PAS-3 for every allotment.
• Statutory registers, especially the register of members and the register of charges.
• Shops and establishment registration, professional tax registration, and any state level licences.
• Category licences: FSSAI for food, CDSCO for cosmetics and devices, BIS where applicable, and legal metrology declarations on pack.

The most common problem in this folder is minutes. Companies hold meetings and never write them up, then produce a year of them during diligence. Investor counsel notices. Write minutes within a week of each meeting and file them properly.

Cap table, shares and ESOP

• One reconciled cap table on a fully diluted basis, as a working spreadsheet with formulas rather than an image.
• Scanned share certificates for every holder, with stamp duty paid and recorded.
• Share transfer forms for every secondary transfer, again with stamp duty evidence.
• Valuation reports supporting each prior issuance, including the registered valuer or merchant banker report where required.
• Every SAFE, convertible note, CCPS or CCD ever issued, with the conversion arithmetic worked out.
• ESOP scheme document, board and shareholder approvals, grant letters, vesting schedules, and the exercise register.
• FC-GPR filings for allotments to non-residents, due within thirty days of allotment.

Investor counsel will reconcile your cap table against MGT-7 and the register of members. If those three do not agree, everything stops until they do. That single reconciliation is the most frequent cause of a delayed Indian close.

Tax and financials

• Audited financials for three years, plus management accounts up to the most recently closed month.
• Monthly profit and loss, balance sheet and cash flow for twenty-four months.
• GST registration for every state you hold one in, plus GSTR-1, GSTR-3B and GSTR-9 for twenty-four months.
• GSTR-2B reconciliation, showing input credit claimed against credit available.
• TDS returns for eight quarters, with challans.
• Income tax returns for three assessment years, with Form 26AS and AIS reconciliation.
• TCS collected by marketplaces, reconciled both to your books and to Form 26AS.
• PF and ESI challans and returns.
• Any open notices, assessments or appeals, with current status.

Marketplace sellers get caught on two things. First, GST returns filed but never reconciled to marketplace settlement reports, so revenue in the books does not match revenue in GSTR-1. Second, TCS credits sitting unclaimed for quarters. Fix both before diligence rather than during it.

Commercial, customer and channel

• Signed marketplace and quick commerce agreements, including margin, commission and any exclusivity terms.
• 3PL and warehousing contracts, with service levels and liability caps.
• Co-packer and manufacturing agreements, with capacity commitments and quality clauses.
• Distributor and modern trade agreements, with territory and termination terms.
• Top vendor contracts by spend, and the payment terms attached to each.
• Order-level data export, so the investor can rebuild your cohorts independently.
• Cohort tables, repeat rate, average order value, return rate and RTO rate, by channel and by month.
• Marketing spend by platform by month, reconciled to the profit and loss.

Expect the investor to rebuild your cohorts from raw order data instead of trusting your chart. Export the raw data yourself first and confirm it reproduces what the deck claims. If it does not, find out why before they do.

IP, people, and what delays Indian rounds

• Trademark registrations and applications, class by class, with status and any oppositions.
• Domain names held in the company name, not in a founder’s personal account.
• IP assignment agreements from founders, employees, agencies, photographers and freelance developers.
• Employment agreements, offer letters, and current headcount with cost to company.
• Consultant and contractor agreements, reviewed for misclassification risk.
• POSH policy, internal committee constitution, and the annual filing.
• Litigation, demand notices, consumer complaints and any CCPA matters.

In practice, four issues delay Indian rounds more than anything else. Missing or late ROC filings that need condonation. A cap table that does not reconcile with the register of members. IP created by an agency or freelancer with no written assignment, which means the brand does not own its own creative or code. And an unfiled FC-GPR from an earlier foreign investor, which carries a penalty and has to be regularised before a new one can come in.

Set the room up as seven numbered folders with a one page index at the top, listing what is inside each and what is deliberately not available yet. Grant view access rather than download until the term sheet is signed, and keep a log of who accessed what. Update the room monthly whether or not you are raising. The company that raises fastest is usually the one that never had to build a data room in the first place.