“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:
- Fully diluted cap table
- Last 3 years audited financials
- Current month P&L
- ESOP scheme summary
- 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
Related Posts
The $50,000 Investment that almost triggered a FEMA Violation.
The $50,000 Investment that almost triggered a FEMA Violation. Most…
The 95-Document Due Diligence Checklist for Indian Startup Fundraising (2026)
Key Takeaways Series A due diligence typically reviews 80 to…
The Startup Founder’s March 31 Compliance Checklist: 10 Deadlines You Cannot Miss
March 31 is the most consequential date on every Indian…