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How to prepare for diligence

A practical checklist for Indian private limited companies raising their first institutional cheque.

Diligence feels slow when a founder starts collecting documents only after the term sheet. It feels fast when the data room is ready before the first meeting. Most of what follows takes a week to assemble and saves a month later.

Corporate and secretarial

  • Certificate of incorporation, MOA and AOA as currently amended.
  • Every share allotment since incorporation, with board and shareholder resolutions and the filings made with the Registrar of Companies.
  • A cap table that reconciles exactly with the register of members and with your MCA filings.
  • Shareholder agreements, convertible notes, SAFEs or other instruments from earlier rounds.
  • Your ESOP plan, if you have one, with grants made so far.

Financial

  • Audited accounts for every completed financial year, and management accounts for the current year to date.
  • GST returns and income tax filings, with any notices you have received.
  • A monthly view of revenue, gross margin and cash burn for at least the last twelve months.
  • Bank statements that tie back to the accounts.
  • A list of all borrowings, guarantees and related-party transactions.

Commercial

  • Your top customers by revenue, with contracts or purchase orders.
  • Customer-level data that shows retention or repeat purchase over time.
  • Key supplier and distribution agreements.
  • Permission to speak to two or three customers.

Legal and people

  • Founder agreements, including IP assignment to the company. This is the gap we find most often.
  • Employment and consultant contracts, especially for anyone who wrote code or created brand assets.
  • Trademark applications and domain ownership.
  • Licences and registrations your business needs to operate.
  • Any pending or threatened disputes.

Valuation and allotment

For most preferential allotments, company law requires a valuation report from a registered valuer. If any investor in the round is a non-resident, foreign exchange rules add their own pricing and reporting requirements. Speak to your company secretary early so the allotment timeline doesn’t hold up closing.

The fastest diligence we see

A shared folder, organised under the headings above, with a one-page index listing what is included and what is still pending. Flag problems yourself. A gap you disclose is a conversation; a gap we discover is a concern.