A S BANKA ADVISORS

“Can you share your data room?”

This is the first thing every serious investor says after the pitch. And most founders scramble.

After reviewing 40+ data rooms in the last year, one pattern is clear: the difference between a founder who closes in 6 weeks and one who takes 4 months comes down to organization.

We created a comprehensive checklist covering everything investors expect to see in your data room before issuing a term sheet.

Key Sections Your Data Room Must Cover

• Corporate Documents: Certificate of Incorporation, MOA/AOA, board resolutions, shareholder agreements, Register of Members (Section 88), and share certificates with stamp duty proof.
• Cap Table and Equity: Fully diluted cap table, ESOP scheme documents, convertible instrument terms, cap table reconciliation with ROC filings, and Form PAS-3 for every allotment.
• Financial Statements: Last 3 years of audited financials, monthly management accounts, tax returns (ITR, GST, TDS), bank statements, and outstanding liabilities.
• Compliance and Regulatory: Annual returns filed with ROC, Director KYC (DIR-3 KYC), GST registration and returns, PF/ESI compliance, and FEMA filings (FC-GPR, APR, FLA) for cross-border companies.
• Contracts and IP: Key customer and vendor contracts, employment contracts, IP assignment agreements, non-compete and NDA agreements.
• Legal: Pending litigation, change-of-control provisions, insurance policies, and government approvals.

The “Investor Speed” Test

If you can produce these 5 things in 24 hours, you are investor-ready:

1. Fully diluted cap table
2. Last 3 years audited financials
3. Current month P&L
4. ESOP scheme summary
5. Data room index with links

Download the Full Checklist

Download the complete Due Diligence Data Room Checklist (PDF)

Check your cap table health with our free interactive tool: Cap Table Health Check

Get Expert Guidance

Want a free data room audit? We review your data room structure and flag gaps before investors do.

Book a quick call with A S Banka Advisors Private Limited