Startup Fundraising Advisor in India from pre-seed to Series B.
I help founders raise from pre-seed to Series B: getting the company and the numbers ready, choosing the instrument, planning the valuation, working through the term sheet and the data room, and preparing the closing filings and the cap table after the round. I am a Chartered Accountant and Managing Partner of DRSPV & Associates (Chartered Accountants, est. 2023). Startup consultancy and fundraising are part of my primary practice, and I work with founders from pre-seed to pre-IPO. Investors decide whether to invest and at what valuation; my job is to make sure the conversation starts from clean numbers and a clean file.
What each stage of a round needs.
The work changes with the stage. These are the four stages founders usually come to us at, and what each one needs.
Pre-seed and friends-and-family
Investors want a private limited company (convert an LLP before you raise), founders holding a clear majority, enough authorised share capital for the round and no dormant shareholders or undocumented promises. A small round from Indian-resident investors can stay simple; a foreign investor changes the instrument. The startup consultant page covers the company set-up behind this.
Startup Consultant in IndiaSeed
A CCD is the common choice for Indian seed rounds and is simpler to issue than CCPS; CCPS fits an institutional seed. Seed investors usually ask for observer rights and protective provisions rather than a board seat. We watch the valuation too: an inflated seed price can lead to a down round at the next stage.
SAFE vs CCD vs priced roundSeries A
A priced round, in India usually structured through CCPS, with a registered valuer's report, a complete data room and a clause-by-clause read of the term sheet. The investor often asks for the ESOP pool to be expanded before closing, and that comes out of the founders' equity, so we model it first.
Term sheet clauses that matterSeries B and later
Liquidation preferences stack across rounds and the board balance shifts, so each clause is modelled forward. The next investor's lawyers trace every allotment since incorporation, and a layered CCPS cap table is cleaned up before any IPO.
Private placement vs preferential allotmentWhich instrument fits your round.
In India the choice is settled mostly by who the investor is (an Indian resident or a foreign investor) and by the stage of the company. For a foreign investor, the FEMA Non-debt Instruments Rules allow a closed list: equity, CCDs, CCPS and warrants.
| Factor | SAFE-style | CCD | CCPS or priced round |
|---|---|---|---|
| What it is | A contractual right to future equity that converts at the next priced round, with a discount or a cap. | A debenture under Section 71 of the Companies Act, 2013. It is technically debt, but it must convert into equity. | A preference share that must convert into equity and carries a liquidation preference. A priced round is equity at a fixed pre-money valuation; in India it is usually structured through CCPS. |
| Foreign investor (FEMA) | Not a recognised instrument under the FEMA NDI Rules. In practice, significant foreign SAFE money has to be converted into CCDs or CCPS at the first FEMA-compliant priced round, which reopens the terms. | Treated as equity under the FEMA rules. The conversion trigger and price formula are fixed upfront, with no conversion below fair value at issue. | Treated as equity under the FEMA rules, like a CCD, with the same upfront pricing rule. |
| Where it fits | Small early rounds where every investor is an Indian resident, or a round into a foreign holding company that later flips to India. Skip it for an Indian company taking foreign money. | Seed and bridge financing. It is the common choice for Indian seed rounds and simpler to issue than CCPS. | Institutional seed and Series A, where investors want a liquidation preference, anti-dilution protection and a say on reserved matters. |
| Terms to negotiate | The discount and the cap. There is no interest and no maturity. | Optional coupon, conversion trigger, valuation cap and/or discount, and a longstop date for mandatory conversion. | Liquidation preference, anti-dilution adjustments, dividend rights, conversion ratio adjustments, and voting and consent rights on reserved matters. |
| Main catch | In practice, foreign SAFE money has to be converted into a permitted instrument later, and the conversion terms are reopened. | Section 42 private placement compliance: a PAS-4 offer letter, a separate bank account for the money and PAS-3 within 15 days of allotment. Skipping these can invalidate the issue. | More complex to issue: the articles are altered, there is a separate share class and the approvals are more elaborate. Broadly the same Section 42 steps apply, and the layered cap table is cleaned up before any IPO. |
Do not mix instruments in one round: standardise on one per round, ideally CCDs at seed and CCPS from Series A onwards, so the next priced round does not need custom conversion mechanics for each. Your corporate lawyer drafts the documents; we model the cap table and the economics behind them.
A funding round, step by step.
Eight stages from the first conversation to a closed round and a clean file. Your corporate lawyer drafts the legal documents; we prepare the company and the numbers, advise on the instrument and the valuation, and prepare the closing file.
- 01
Investor readiness review
We review the company the way an investor's counsel will: a private limited company (an LLP is converted before you raise), a clean cap table with no dormant shareholders or undocumented promises, enough authorised share capital for the round, prior allotments filed with the ROC and annual returns current.
- 02
Financial model and deck
A model built from drivers - customers, pricing, conversion, churn and a hiring plan - with the first year tied to your latest management accounts. The deck, the board pack and the valuer's file carry one set of projections, iterated with you rather than delivered as a file.
- 03
Instrument and round design
SAFE-style, CCD, CCPS or a priced round, chosen on who the investors are and the stage of the company. We settle one instrument per round and model the dilution forward through three rounds, including ESOP refresh, anti-dilution and the liquidation preference stack.
- 04
Valuation and who signs it
Under Section 62(1)(c) of the Companies Act the price rests on a registered valuer's report, so a CA who does not hold that registration cannot sign it. For a non-resident investor, the FEMA certificate can come from a CA, a SEBI-registered merchant banker or a practising cost accountant. We plan these together so the dates and assumptions match. We do not work backwards from a target price, because a report built that way gives way when it is challenged.
- 05
Term sheet
We read every clause against your cap table: liquidation preference, anti-dilution, pro-rata, drag-along, board composition, information rights and ROFR or ROFO. We model a successful exit, a flat exit and a down round, and we advise against signing in the same week the term sheet arrives.
- 06
Data room and diligence
We build the data room before investors ask: audited financial statements and current management accounts, bank statements, tax returns and GST reconciliations, incorporation documents and resolutions, material contracts, IP assignments and ESOP documents. We then coordinate the investor's diligence questions.
- 07
Approvals and definitive documents
Your lawyer drafts the share subscription and shareholders agreements. For the issue itself, the Board meets under Section 179(3)(c), the members pass a special resolution with a full explanatory statement, and the resolution is filed in Form MGT-14 before the offer goes out. We get the subscribing entity settled while the term sheet is negotiated, because the allottee has to be the person named in the resolution and PAS-4, not a fund vehicle or family trust substituted on the day of allotment.
- 08
Closing filings
The offer goes out in Form PAS-4 to the named investor, and the money comes from the investor's own bank account (never cash) into a separate account. The company allots within 60 days of receiving it, files Form PAS-3 within 15 days of allotment, and spends the money only after both. For a non-resident investor, FC-GPR follows within 30 days of allotment through your AD bank, with the full documentation pack.
The cap table after the round.
Closing is not the end of the work. The file you leave behind is the file the next investor reads.
Update the cap table and registers
Share certificates go out within two months of allotment, or the investor's demat account is credited, and the register of members is updated. We refresh the cap table and model it forward through the next three rounds.
Cap table design from day oneESOP pool expansion
A Series A term sheet often asks the company to expand the ESOP pool before closing, and as it is pre-money the founders carry it. We size the pool from a hiring plan, test moving part of it to post-money, and negotiate how later expansions are shared.
ESOP pool sizing before Series AKeep the file clean for the next round
The next investor's lawyers trace every allotment, so each resolution and return has to be on file. Once there is foreign investment, FC-GPR has to be filed and accepted, and an annual FLA return follows. Before a listing, any irregular allotment is explained, compounded or regularised.
Pre-IPO structuringWhat we do, and what others do.
A round has several professionals on it. Knowing who does what keeps the file moving and keeps each signature with the right person.
What we do
We prepare the company, build the model and deck and the dilution analysis, plan the valuation with the registered valuer, advise on the instrument, pressure-test the term sheet economics, build the data room, and prepare the closing file and the cap table after the round. When the deck and the numbers are ready, we can also introduce you to angels, VCs and family offices.
Your corporate lawyer
Drafts the transaction documents, such as the share subscription and shareholders agreements, and advises on the legal terms. We read the economics in those documents and coordinate with your lawyer so the numbers and the paper match.
The valuer and certifying professionals
A registered valuer signs the Companies Act valuation report. For a non-resident investor, the FEMA certificate comes from a CA, a SEBI-registered merchant banker or a practising cost accountant. An ESOP perquisite valuation, where needed, comes from a SEBI-registered Category I merchant banker.
The investor and their counsel
They decide whether to invest, at what valuation and on which terms, and we cannot promise their decision. Our part is to make sure the company, the numbers and the file are ready, and that you understand every clause before you sign.
Approvals come from the Board and the members. The valuation report carries a registered valuer's signature, and the forms filed with the Registrar carry a director's signature, with professional certification where the form requires it. We advise and prepare the file, and each signature stays with the person the law names.
Startup fundraising questions.
What does a startup fundraising advisor do?
A fundraising advisor prepares the company for a round and works alongside you through it. We review investor readiness, build the financial model and deck, advise on the instrument and the valuation, read the term sheet clause by clause, build the data room, and prepare the closing filings and the cap table after the round. Your corporate lawyer drafts the legal documents, and the investors decide whether to invest.
Which instrument should we use: SAFE, CCD, CCPS or a priced round?
It depends mostly on who the investors are and on the stage. A SAFE is not a recognised instrument under the FEMA Non-debt Instruments Rules, so it suits only a small round where every investor is an Indian resident, or a round into a foreign holding company that later flips to India. A CCD is the common choice for Indian seed rounds. CCPS is used for institutional seed and Series A, and a priced round in India is usually structured through CCPS. Whichever you pick, standardise on one instrument per round.
Do we still need a valuation report, and who can sign it?
In almost every priced round, yes. For a share issue to an outside investor, Section 62(1)(c) of the Companies Act requires the price to rest on a registered valuer's report, and a CA who is not a registered valuer cannot sign it. For a non-resident investor, the FEMA rules say the issue price cannot be less than fair value, and that certificate can come from a CA, a SEBI-registered merchant banker or a practising cost accountant. Section 56(2)(viib), the angel tax provision, was omitted by the Finance (No. 2) Act, 2024, so share issues from 1 April 2024 are no longer caught. The company law and FEMA valuation requirements remain. The Income-tax Act, 2025 has renumbered the provisions, so we check the current position and the latest RBI directions before closing.
What should we check in a term sheet before signing?
Seven clauses carry most of the weight: liquidation preference (the multiple, and whether it is participating), anti-dilution, pro-rata rights, drag-along, board composition with the investor consent matrix, information rights, and ROFR or ROFO. Liquidation preferences stack across rounds, so model the stack at every round, and run the cap table forward through three rounds: a successful exit, a flat exit and a down round. A term sheet binds you legally on exclusivity, confidentiality and fees, and in practice on every clause, so have a CA and a corporate lawyer read it before you sign.
What goes into the data room for investor diligence?
Financial: audited financial statements for completed years, current management accounts, bank statements, documented revenue recognition policies and a detailed cap table. Tax: returns and computations, GST returns reconciled to the books, TDS compliance and any pending notices. Legal and corporate: the certificate of incorporation, current MOA and AOA, board and shareholder resolutions, ROC filings, material contracts, IP assignments from founders and employees, plus the ESOP plan with its grant letters. Unreliable books can end a deal, so reconcile them before the first pitch, not once a term sheet is on the table.
What filings follow once the investor's money arrives?
For a private placement, the offer goes out in Form PAS-4 to the named investor, and the money is kept in a separate bank account and used only for allotment or a refund. The company allots within 60 days of receiving the money, files Form PAS-3 within 15 days of allotment and spends the money only after both. Share certificates follow within two months of allotment. For a non-resident investor, Form FC-GPR is filed through your AD bank within 30 days of allotment. Skipping a Section 42 step, such as the separate bank account or the PAS-3 filing, can leave an otherwise well-negotiated round non-compliant.
Who bears the dilution from the ESOP pool at Series A?
Usually the founders. A Series A term sheet often asks the company to expand the ESOP pool before closing, and because the expansion is pre-money, the investor's ownership at closing stays the same whatever the pool size. Two levers help: size the pool from a concrete hiring plan, and negotiate moving part of it from pre-money to post-money. Also ask for wording that shares later pool expansions between existing and new investors.
Can you guarantee that we will raise funds or get a particular valuation?
No. Investors decide whether to invest, at what valuation and on which terms, and nobody can promise their decision. What we control is the preparation: a clean cap table, a model that survives diligence, an instrument chosen for your investors and stage, a complete data room, a term sheet you understand and a closing file that is in order.
- Startup Fundraising in India: Pre-Seed to Series A
- SAFE vs CCD vs Priced Round: A Founder's Choice
- Term Sheet Negotiation: 7 Clauses That Actually Matter
- Startup Valuation Reports in India: When You Need One and Who Signs
- Private Placement vs Preferential Allotment: How a Private Company Issues Shares
- FC-GPR Filing: Step-by-Step for Founders
- Startup Consultant in India
- Vraj Changani - CA, Startup Advisor & IPO Consultant
Planning a round? Start with readiness and the instrument.
Send a short note on your stage, the raise you have in mind and who the investors are. We will come back with what to fix first, the instrument to consider and the sequence to closing.
WhatsApp +91 88664 48967 - CA Vraj Changani, DRSPV & Associates, Mumbai.