Do we qualify for DPIIT recognition and the 80-IAC tax holiday?

DPIIT requires you to be a Pvt Ltd or LLP under 10 years old with turnover under Rs100Cr and working on innovation, development or improvement of products/services. 80-IAC is stricter — incorporated between 1 April 2016 and 31 March 2025 (latest extension), with a clear innovation narrative. We'll assess eligibility in the first 30-minute call.

What's the right ESOP pool size for our stage?

Pre-seed and seed: typically 8-12% of fully diluted equity. Series A: usually expanded to 12-15% post-money. The right number depends on your hiring plan, retention targets and existing equity already granted. We model dilution scenarios before you commit.

How do we avoid angel tax on our next round?

Two clean routes: (a) get DPIIT recognised before the round closes — Section 56(2)(viib) is exempt for recognised startups receiving investment from accredited investors, or (b) get a defensible Rule 11UA valuation report (DCF or NAV) supporting the share premium. We use whichever is appropriate.

When should we issue SAFE notes vs convertible notes vs equity?

SAFEs work for very early rounds with friendly investors who'll convert at the next priced round. Convertible notes (CCDs in Indian law) work when you need a debt instrument with conversion mechanics. Equity is right when valuation is defensible and the investor wants ownership now. We help you pick — and draft accordingly.

For Funded Startups

Startup Scale Advisory — Investor-Ready, Compliance-Complete.

DPIIT, ESOPs, cap table, SAFE notes, FC-GPR and angel-tax — everything an Indian startup needs to close a clean round and keep growing.

Prepare for Your Next Funding Round Back to For Startups

What's Covered

DPIIT Startup India recognition and 80-IAC tax exemption advisory
Cap table structuring and ESOP scheme setup
Shareholder agreement review and investor term-sheet advisory
Due-diligence preparation and data-room setup
Convertible note and SAFE note compliance
ESOP trust or direct option pool structuring
FEMA compliance for foreign investors — FC-GPR filing
Angel tax advisory under Section 56(2)(viib)

Who This Is For

Scale advisory is for startups about to raise, mid-raise, or recovering from a messy prior round. If you're pre-revenue and pre-product, you don't need us yet.

Pre-seed and seed founders raising Rs1-5Cr

First institutional round on the horizon. You need DPIIT, a defensible cap table, term-sheet review and the basics done right so the round closes without rework.

Series A startups (Rs15-50Cr round)

Legal and financial DD is about to start. You need a data room, three years of clean financials, ESOP scheme in place and every prior FEMA filing reconciled.

Bootstrapped startups going for first external capital

You've been running on revenue and founder equity. Now you need a cap table, ESOPs for the early team and a structure that won't blow up under investor scrutiny.

Startups with foreign investors or co-founders

FC-GPR, FEMA pricing guidelines, valuation reports under Rule 11UA, and angel-tax exposure under Section 56(2)(viib) — all need to be handled before the wire hits your account.

Benefits

What clean scale-stage advisory actually delivers — beyond the standard list of services.

DPIIT and 80-IAC done right

Most rejections happen because of weak innovation narratives or sloppy documentation. We've prepared 100+ DPIIT applications — including the 80-IAC tax holiday for eligible startups.

Cap table you can defend in DD

A clean cap table with every issuance, transfer, ESOP grant and convertible instrument tracked. Investor diligence stops being a fire drill.

ESOP that actually motivates

Most ESOP schemes are copy-pasted templates that don't match the company's stage or culture. We structure vesting, cliff, strike price and exercise window for your specific situation.

FEMA filings always current

Late FC-GPR filings carry uncapped per-day penalties and trigger RBI compounding. We file within the 30-day window — every round, without exception.

Angel-tax exposure managed

Section 56(2)(viib) can convert a successful round into a tax disaster. We use the DPIIT exemption route or a defensible Rule 11UA valuation to keep your premium intact.

DD-ready in 4-6 weeks

From engaged to data-room-ready: 4-6 weeks for most startups. Investor questions get answered in hours, not weeks — which is often the difference between a closed round and a stalled one.

Our Process

A 5-stage engagement from diagnostic to post-close hygiene. Most startups go from engaged to investor-ready in 4-6 weeks.

1
Diagnostic (Week 1)
We review your incorporation docs, cap table, prior funding rounds, FEMA filings, ESOP scheme (if any) and current financials. Output: a written gap report with priority fixes.
2
Foundation fixes (Weeks 2-3)
Cap table is rebuilt and reconciled. ESOP scheme is drafted or revised. Missing FEMA filings are completed. DPIIT application is filed if not already in place.
3
Data room (Weeks 3-5)
Financial, legal, compliance, contracts and IP folders are populated. Every document is named, dated and version-controlled. Investors get a single shareable link.
4
Round support (during fundraise)
We review term sheets and SHA, model dilution scenarios, attend DD calls with investor counsel, and coordinate FC-GPR or PAS-3 filings post-close.
5
Post-close hygiene (ongoing)
Board resolutions, ROC filings, ESOP grants, quarterly investor reporting and the next round's prep. The cap table never falls out of sync again.

Frequently Asked Questions

Prepare for Your Next Funding Round

Free 30-minute scoping call. We'll review your cap table, DPIIT eligibility and pending FEMA filings.

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