1. Leadership and key people
- Org chart for the top two or three levels, with tenure in role.
- C-suite and VP departures in the last 24 months, and the reasons.
- Open senior roles and how long they have been open.
- Key-person dependencies: which individuals hold critical knowledge or relationships?
- Retention arrangements for key people: equity, retention bonuses, notice periods.
2. Headcount and hiring
- Monthly headcount by function for 24 months, compared with funding and revenue milestones.
- Hiring plan versus actual hires, and average time to fill.
- Share of contractors, interns and third-party staff.
- Location split, including Tier 2 cities and remote staff.
3. Attrition and engagement
- Voluntary, involuntary and regrettable attrition by function. See how to calculate attrition rate to make sure definitions match.
- New-joiner attrition (exits within 12 months).
- Exit interview themes and engagement survey results.
- Attrition compared with peers in the same sector, stage and city.
4. Compensation and equity
- Pay positioning against market for key roles (above or below the median). See compensation benchmarking.
- Pending increments, promised raises and unpaid variable pay.
- ESOP scheme documents, shareholder approvals, the size of the pool, grants made, vesting schedules and acceleration terms.
- Unvested equity held by key people and what happens to it on a change of control.
5. Statutory compliance
Confirm registrations, filings and payments are complete and on time. Unpaid statutory dues can become liabilities for the buyer.
- Provident Fund (EPF) and Employees' State Insurance (ESI) registrations and contributions.
- Gratuity obligations and how they are funded.
- Professional tax, labour welfare fund and Shops and Establishments registrations by state.
- Readiness for India's consolidated labour codes on wages, social security, industrial relations and workplace safety.
- POSH Act compliance: Internal Committee constituted, policy published, annual reports filed.
6. Contracts and policies
- Employment agreements, especially IP assignment and confidentiality clauses.
- Non-solicitation clauses. Note that post-employment non-compete clauses are generally unenforceable in India under Section 27 of the Indian Contract Act.
- Consultant and contractor agreements, and whether any contractors look like employees in practice.
- Handbook and policies for leave, working hours, remote work and code of conduct.
7. Disputes and data
- Pending or threatened employment litigation and labour authority notices.
- Whistle-blower complaints and how they were handled.
- How employee personal data is collected and stored under the Digital Personal Data Protection Act, 2023.
Before you get data-room access
Much of sections 1–4 can be estimated from outside the company using public and aggregated labour-market data, which helps you decide whether to go deeper. Kynoa's workforce due diligence reports cover leadership stability, headcount trajectory, attrition and pay position for Indian targets.
This checklist is general guidance, not legal advice. Use qualified counsel for legal and statutory diligence.