Raising capital, structuring equity, drafting investor agreements, and planning an ESOP scheme all sit at the intersection of finance and law. Getting any one of these wrong — the wrong valuation, a poorly drafted SHA, or an ESOP without board approval — can unravel a funding round, create tax exposure, or generate disputes that destroy founder relationships. We get them right.
From the business plan that opens the first investor conversation to the ESOP scheme that retains the team that makes the product — we build every financial and legal document your startup needs at every stage of growth.
A business plan is not a formality — it is the analytical foundation from which every investor conversation, every funding round, and every strategic decision flows. Investors, banks, and institutional lenders evaluate the financial model behind the plan as rigorously as they evaluate the product. Vague revenue assumptions, unsupported growth rates, and an absence of unit economics signal financial immaturity — even when the product is strong. We build detailed, bottoms-up financial models: revenue projections built from first principles (pricing, volume, conversion rate, sales cycle), cost structures broken down by function, working capital analysis, cash flow forecasts, and scenario modelling across base, optimistic, and conservative cases. The output is a business plan and financial model that stands up to investor scrutiny and integrates directly with the pitch deck narrative.
A pitch deck has one job: to earn the next meeting. Most founders build decks that describe the product at length but fail to answer the questions investors actually care about — how large is the market, why will this team win, what is the business model, how does the company make money, what has traction proven, and how will this specific round of capital get the company to the next fundable milestone? We work with founders to build the financial and strategic narrative that goes into the deck: the market sizing methodology (TAM/SAM/SOM), the revenue model articulation, the unit economics summary, the fundraise use-of-funds and runway analysis, and the valuation rationale — all in a format that investors recognise and trust. The financial slides we produce are consistent with the underlying model, so there are no contradictions between the deck and the data room.
A startup's valuation is not just a commercial negotiation outcome — it is a regulated number with significant legal and tax consequences. Under FEMA (Foreign Exchange Management Act), when a startup issues shares to a foreign investor (FDI), the price per share must be at or above the Fair Market Value (FMV) determined by a SEBI-registered Merchant Banker or a Chartered Accountant using DCF methodology — and this must be documented before the funds are received. Under the Income Tax Act, when a company issues shares to a resident investor at a price above FMV, the excess is taxable as income of the company under Section 56(2)(viib) — the angel tax provision — unless the company has DPIIT recognition or the investor qualifies for exemption. We prepare compliant valuation reports under both FEMA and Income Tax rules: DCF-based valuations for FEMA compliance, FMV computations for angel tax purposes, and valuation certificates for ESOP scheme implementation and buyback pricing.
The term sheet sets the commercial framework of an investment — valuation, investment amount, equity stake, governance rights, liquidation preferences, anti-dilution protection, and key conditions. Most founders sign term sheets without fully understanding the long-term governance implications: a 1× participating liquidation preference, broad weighted average anti-dilution, or an investor-friendly board composition can dramatically shift value and control away from founders in future rounds or at exit. The Shareholders Agreement (SHA) and Share Subscription Agreement (SSA) convert those terms into binding legal obligations — and the drafting quality determines whether the protections you negotiated are actually enforceable. We review or draft the term sheet from the founder's perspective, negotiate key commercial and governance terms, and draft the SHA and SSA — ensuring the legal documents reflect the commercial intent and protect founder rights as the company scales.
Not all startup capital is raised through straightforward equity — and not all investors want to receive equity at the point of investment. Convertible instruments — Compulsorily Convertible Preference Shares (CCPS), Optionally Convertible Debentures (OCDs), Compulsorily Convertible Debentures (CCDs), and SAFEs (Simple Agreements for Future Equity) — allow founders to raise capital without immediate dilution at a fixed valuation, with conversion occurring at a future equity round subject to a discount or valuation cap. Each instrument has specific Companies Act requirements, FEMA implications for foreign investment, and tax treatment at conversion. A CCPS is equity for FEMA purposes (can receive FDI) but may be debt for accounting. An OCD may constitute External Commercial Borrowing and fall under RBI's ECB framework. Getting the instrument choice, conversion terms, and regulatory filings wrong can result in an invalid investment or retrospective penalties. We advise on instrument selection, draft the term sheet and investment documents for the chosen instrument, handle the board and shareholder resolutions, manage the MCA and RBI filings, and issue the security certificate.
An Employee Stock Option Plan (ESOP) is the most powerful tool a startup has for attracting and retaining talent when cash compensation is constrained — but a poorly designed ESOP creates serious legal, tax, and governance problems for both the company and the employees who receive options. Common errors include: granting options without a board-approved scheme, using an incorrect exercise price, failing to obtain shareholder approval through a special resolution under Section 62(1)(b), not maintaining a register of option holders, and mishandling the perquisite tax at exercise and capital gains at sale. For DPIIT-recognised startups, Section 192(1C) allows deferred TDS on ESOP perquisites — payable in instalments over 5 years or at the time of sale or cessation, whichever is earlier — a significant cash flow benefit for employees that most startups fail to implement correctly. We design the ESOP scheme from scratch: pool size, vesting schedule, cliff, exercise price, FMV valuation, acceleration events, good leaver/bad leaver definitions, and buyback/exercise mechanics — documented in a board-approved policy, supported by shareholder resolution, and maintained in a register that is updated on every grant, exercise, or lapse event.
The advisory, documentation, and valuation requirements change at every stage of the funding journey. Here is what we deliver at each.
Getting the foundation right before the first external capital
First external capital — angel investors, family offices, or early-stage VCs
Institutional VC capital — higher due diligence, complex governance
Growth capital & exit preparation — ESOP management, restructuring
From first-time founders preparing their seed round pitch to growth-stage companies closing Series A with institutional VCs — we have been the financial and legal advisor behind hundreds of fundraises. Our work does not end when the money hits the bank; we manage the post-closing filings, ongoing ESOP administration, and the next round's preparation.
Fundraising advisory sits at the intersection of financial modelling, tax law, company law, FEMA, and contract drafting. We bring all of these disciplines into a single engagement — so your financial model, valuation, and legal documents are consistent and legally sound.
We work for founders, not investors. When we review a term sheet or draft an SHA, we are looking for clauses that disadvantage founders — liquidation preferences, anti-dilution ratchets, board control provisions — and we negotiate to protect your position.
Every financial document and legal agreement we produce is designed to comply with FEMA, the Companies Act, SEBI, and the Income Tax Act from the first draft — not retrofitted after a compliance issue is identified by the investor's legal team.
We stay engaged across funding rounds — updating the financial model, managing the ESOP, maintaining the cap table, and advising on the next round's structure. One advisor who knows your history is worth far more than starting fresh with each raise.
Whether you need a business plan, a pitch deck, a valuation report for a funding round, SHA and SSA drafting, convertible instrument structuring, or an ESOP scheme for your team — we deliver the financial rigour and legal precision that investors expect and founders need.
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+91-8169820387 | 022-46022657