The situation
A founder in Pune runs a SaaS company that sells inventory software to mid sized distributors. She raised a seed round two years ago from two angel groups and a small fund, partly through convertible instruments. Revenue has grown steadily, mostly from Indian customers with a handful in the Gulf. She plans to raise a Series A in about six months and has started to get inbound interest from funds in Bengaluru and Mumbai.
Her seed round closed on trust and a short deck. A Series A will not. The lead investor will run diligence on her numbers, her cap table, her contracts and her compliance. Anything messy will either delay the round, change its terms, or end up as a condition she must fix before the money arrives.
Start three to six months before you raise
Most readiness work is simple, and it takes elapsed time: auditors, company secretaries and lawyers all have their own queues. Starting early also means the first investor meeting is about the business, with the cap table already in order.
Step one: numbers an investor can trust
Define your metrics once
Write down how you calculate each number you plan to show: monthly recurring revenue, annual recurring revenue, gross margin, customer churn, revenue retention from existing customers, customer acquisition cost and payback. Use the same definitions every month. Investors will rebuild your numbers from raw data, and a definition that changes between the deck and the data room costs more trust than a weaker number.
Reconcile metrics to the accounts
Your recurring revenue figure should tie back to invoices and to the revenue in your audited accounts, with the differences explained. For a SaaS company, check how annual prepaid contracts are recognised and how GST on exports of services is treated. Your CA should review this.
Build a simple, credible model
Prepare a financial model for the next three years with clear assumptions for hiring, pricing and sales capacity, and a plan for how the round's money will be used. Investors will challenge the assumptions. A good model shows that you understand what drives the business.
Step two: a clean cap table
The cap table is the most common source of delay in Indian Series A rounds.
- List every shareholder, every instrument and every conversion term: equity shares, preference shares, convertible notes or similar instruments, and the employee stock option pool
- Model how each convertible instrument converts at the expected Series A price
- Check that every allotment was approved by the board and shareholders as required and filed with the Registrar of Companies on time
- Confirm the ESOP scheme was properly approved, that grants are documented, and how many options remain
- If any investor is outside India, confirm with your CA or lawyer that the investment was made in line with FEMA, including pricing and reporting
Errors are usually fixable, but some fixes need filings or compounding with regulators, which take weeks or months.
Step three: legal records in order
- Intellectual property. Every founder, employee and contractor who wrote code or designed the product should have signed an assignment of intellectual property to the company. Founders often forget their own.
- Customer contracts. Signed agreements for your larger customers, with liability limits, data terms and renewal terms you can explain.
- Employment. Offer letters, appointment letters and statutory registrations such as provident fund, where applicable.
- Shareholder agreements. The seed investors' rights, including any rights that will need consent or waiver for the new round.
Step four: data protection and security
A SaaS company holds its customers' data. A Series A investor will ask how you handle it. Under India's Digital Personal Data Protection Act, 2023, you need to know what personal data you process, on whose behalf, and how you protect it. Prepare a short note on your data handling, access controls and any incidents. If you need help getting to a clear position, TrustOS (dpdpatrustos.com) is the group's DPDP compliance platform.
Step five: a data room ready before it is asked for
Set up the data room with the folders a Series A investor will expect: corporate records, cap table and instruments, financials and metrics, customer contracts, IP, people, and data protection. Fill it before your first meetings. When the lead investor sends a request list, you answer most of it on the same day.
Step six: know what you want from the round
Decide the amount you need, what it buys (in months and milestones), the dilution you can accept and the investor rights you will and will not give. Talk to founders who have raised from the funds you are meeting. A term sheet will arrive with a valuation, a liquidation preference, board seats and protective provisions; know which of these matter to you before you see one.
Limits
Readiness does not create demand. If growth has stalled or retention is weak, a clean data room will not change an investor's view, and it is better to know that and plan around it. It also does not set your valuation; that comes from your numbers, your market and the investors' appetite. What preparation does is remove avoidable reasons for delay and discount.
Where Synerger helps
Synerger gives a founder one place to run a raise: a pipeline of investors with stages, owners and communication history; a virtual data room with per folder access, so a fund sees only what it should at each stage; and diligence request tracking when the lead investor's list arrives. Revenue projection templates and valuation models help with the model. For founders who want advice, the Code Colonies consulting team offers fundraising and capital advisory, and TSE, the group's startup engine, is built for this stage. The decisions on investors, terms and dilution stay with the founder and the board.
A short checklist
- Metric definitions written and used consistently
- Recurring revenue reconciled to invoices and audited accounts
- A three year model with clear assumptions and use of funds
- Cap table complete, conversions modelled, allotments and ESOP approvals checked
- Foreign investment compliance confirmed with your CA or lawyer
- IP assignments signed by founders, staff and contractors
- Key customer contracts and seed shareholder rights reviewed
- A short data protection note prepared
- Data room filled before the first meeting
- Your own position on amount, dilution and investor rights decided
To see how we support founders through a raise, read our page for founders and owners.