Investor Due Diligence Checklist for Indian Startups — Documents to Prepare Before Fundraising

Due diligence is where deals slow down or die. The good news: 80% of DD friction comes from missing or disorganised documents, not from the business itself. A pre-built virtual data room (VDR) cuts DD from 8 weeks to 3 and signals investor-grade discipline. Here is the checklist we set up for every fundraising client.

1. Financial documents

• Audited financial statements — last 3 years (or since incorporation), signed by the statutory auditor.
• Latest management accounts (current FY YTD) — P&L, balance sheet, cash flow.
• 3-year financial model with monthly granularity for year 1, quarterly thereafter; assumption sheet visible.
• Cap table — fully diluted, including ESOPs, convertibles, warrants and side letters.
• 12 months of bank statements for every operating account.
• Debt schedule with sanction letters and repayment history.

2. Legal and corporate documents

• Certificate of Incorporation, PAN, GSTIN.
• MOA and AOA, latest version with all amendments.
• Board and shareholder resolutions for capital raises, ESOPs, key contracts.
• Existing Shareholders' Agreement (SHA) and Share Subscription Agreement (SSA).
• ESOP scheme document, board approvals, grant letters and option ledger.
• Founder vesting agreements and reverse vesting in earlier rounds.

3. Tax and statutory compliance

• GST returns (GSTR-1, GSTR-3B) for the last 12 months and annual GSTR-9/9C.
• Income tax returns and computations for the last 3 years.
• TDS returns (24Q, 26Q) and Form 16 / 16A samples.
• ROC filing history — AOC-4, MGT-7, ADT-1, MSME, DPT-3, DIR-3 KYC.
• Any open notices, scrutiny or pending litigation — with status notes.

4. Commercial contracts

• Top 5–10 customer contracts (by revenue) with MSAs / SOWs.
• Key vendor and supplier agreements; SLAs.
• Employment contracts and NDAs for founders and key hires.
• IP assignment agreements from every founder, employee and contractor who created code, designs or IP.
• Lease agreements for offices and warehouses.

5. Regulatory and IP

• DPIIT recognition certificate and section 140 IMB certificate (formerly section 80-IAC approval), if the holiday is claimed.
• Sector licences (RBI for fintech, FSSAI for food, IRDAI for insurance, NBFC-AA etc.).
• Trademark, patent and copyright registrations or applications.
• FEMA documentation for prior foreign investment — FC-GPR, FC-TRS, valuation certificates, FLA filings.

6. Data room set-up

• Use a controlled VDR (DocSend, Firmex or a permission-managed Google Drive).
• Index folders in the order above; name files YYYY-MM-DD_subject.
• Maintain an access log with NDA acceptance per investor.
• Have a Q&A tracker with versioned responses; route everything through one founder and one CA.

7. The pre-DD dry run

Before opening the data room to investors, run a 1-week internal DD — auditor, CS and lawyer review the room with an investor's lens. Most issues we surface in this dry run (missing IP assignments, GST mismatches, founder vesting gaps) take 2–4 weeks to fix; finding them mid-DD is what kills momentum.

Our due diligence support and investor readiness services build the data room, run the dry-run audit and project-manage DD through term sheet to closing.

Frequently Asked Questions