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Capital Markets & Investment Banking

Investor Data Room Setup & Management

Data Room

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Overview

Investor data room setup and management is the preparation and the running of the secure online repository where the due diligence of a fundraising or a sale happens — the financial statements, the statutory filings, the contracts, the tax records, the cap table, the legal and the regulatory documents, each organised, indexed and controlled for the investors' and their advisers' review. The data room is the investor's window into the business, and its organisation decides how the diligence reads.

The data room is where the deal's questions are answered or left open. The investor's diligence team reads the room the way a buyer reads the property — the quality of the documents, the gaps in the records, the answers to the standard questions. A room organised by the transaction's likely questions answers them before they are asked; a room organised as a file dump invites the follow-up list that slows the deal.

The cost of a weak data room is the deal friction: the diligence that drags, the valuation that discounts the gaps, the questions that never get answered and the deal that dies on the unanswered ones. The data room is the cheapest part of the transaction and the most visible.

This service is for founders and companies raising capital or selling. We prepare the data room — the document collection, the organisation by the diligence topics, the indexing and the version control — manage the access and the permissions for the investors and their advisers, answer the diligence questions from the room, and keep the room current through the transaction.

How It Works

  1. 1

    Document Inventory

    We inventory the documents the transaction's diligence will require.

    Harun Raaj & Associates does this1 week
  2. 2

    Room Structure Design

    We design the room structure by the diligence topics and the transaction.

    Harun Raaj & Associates does this3-5 days
  3. 3

    Upload & Indexing

    We upload, index and version-control the documents in the room.

    Harun Raaj & Associates does this1-2 weeks
  4. 4

    Access & Permission Management

    We manage the investor and adviser access and the permissions.

    Harun Raaj & Associates does thisOngoing
  5. 5

    Q&A & Room Maintenance

    We answer the diligence questions from the room and keep it current.

    Harun Raaj & Associates does thisAs required

Frequently Asked Questions

What financial documents should be included in an investor data room for a Series A due diligence process?
A Series A data room should include audited financial statements for the last three financial years prepared under the applicable accounting standards (Schedule III of the Companies Act 2013 for companies, or equivalent), the current-year management accounts with variance analysis, a board-approved financial model with assumptions, all tax returns filed (ITR-6 for companies) and assessment orders or notices received for the last six years (the standard scrutiny limitation period under Section 153 of the Income-tax Act 1961 is six years for non-fraud cases), GST returns (GSTR-1, GSTR-3B, and GSTR-2B reconciliation for the last three years), and the cap table showing current shareholding structure with the register of members under Section 88 of the Companies Act 2013. TDS return summaries (Form 26Q/27Q) and any pending statutory liabilities should also be disclosed.
What corporate governance documents must be included for a foreign strategic investor conducting due diligence?
A foreign investor will specifically require: the Certificate of Incorporation, PAN card, and current MOA and AOA (including all amendments filed with MCA); board and shareholder resolutions for all significant transactions over the last five years; the statutory registers (members under Section 88, directors under Section 170, related-party contracts under Section 189 of the Companies Act 2013); all FEMA filings including FC-GPR, FC-TRS, and ODI forms filed with the authorised dealer bank; details of any existing foreign investment including sectoral cap compliance under the Consolidated FDI Policy; and a legal opinion on the company's corporate status. SEBI disclosures are additionally required if the company has any listed securities. Investors also frequently ask for the full cap table in a waterfall model showing returns at various exit scenarios.
Are there any SEBI regulations governing data rooms for private placements to accredited investors?
For private placements of unlisted securities to qualified institutional buyers or accredited investors under Section 42 of the Companies Act 2013, the company must issue a private placement offer letter in Form PAS-4 under Rule 14 of the Companies (Prospectus and Allotment of Securities) Rules 2014. The data room is not separately regulated by SEBI for private limited companies, but if the company has listed debt securities or is a listed entity, SEBI (Issue of Capital and Disclosure Requirements) Regulations 2018 and SEBI (Prohibition of Insider Trading) Regulations 2015 apply. The PIT Regulations require that any unpublished price-sensitive information (UPSI) shared in a data room with potential investors must be structured through a Non-Disclosure Agreement and the sharing must be logged — failure to maintain such a log exposes promoters to Regulation 3 violations. All data room access should be through a structured NDA with clear confidentiality and non-use provisions.
How should IP assignments and employee agreements be organized in a data room to satisfy a venture capital investor?
Venture capital investors conduct IP and HR diligence to verify that all intellectual property created by founders, employees, and contractors is formally assigned to the company. The data room should include: IP assignment agreements from all co-founders (executed at incorporation or thereafter); Intellectual Property Assignment clauses in all employee appointment letters and contractor agreements (which should survive termination); trademark registration certificates under the Trade Marks Act 1999 and patent filings under the Patents Act 1970 with the Intellectual Property India (Controller General of Patents); and evidence of copyright subsistence for software, content, or creative works. Employment agreements should be reviewed for non-compete, non-solicitation, and confidentiality provisions. Key person risk is assessed against employee stock option (ESOP) documentation, which must comply with Rule 12 of the Companies (Share Capital and Debentures) Rules 2014.
What is the CA's role in certifying or preparing documents for the data room, and what liability does the CA bear?
A CA's role in data room preparation is typically that of a preparer and verifier rather than a certifier with statutory liability, unless the engagement specifically involves issuing a Certificate under Sec 92E, IT Act 1961 (≡ §172, IT Act 2025) (Transfer Pricing), Form 15CB (remittance certification), or a Net Worth Certificate under any SEBI or banking regulation. For due diligence-related financial summaries, the CA prepares an 'Agreed-Upon Procedures' report or a financial due diligence report under SA 920 (Engagements to Perform Agreed-Upon Procedures regarding Financial Information) — this report does not constitute an audit opinion and the CA's liability is limited to the accuracy of procedures performed. If the CA certifies a Net Worth or Profitability Certificate for a regulatory purpose (such as for a banking facility), the CA bears professional liability under the Chartered Accountants Act 1949 and the ICAI Code of Ethics, and such certificates are signed under the CA's personal membership number.

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