How to make a cap table for an Indian startup (with a free builder)

A capitalisation table, or cap table, is a table of everyone who owns a piece of the company: founders, angel and venture investors, employees with shares or options, and advisors. For each, it shows the type and number of securities they hold, and their percentage of the company.

Investors ask for it in every round, acquirers ask for it in every deal, and employees with ESOPs depend on it being right. An error found during due diligence can delay a round by weeks.

Start from your incorporation documents and every allotment since. Do not start from memory.

Percentages based only on equity shares overstate founders' ownership, because Indian investors usually hold CCPS that will convert into equity, and the ESOP pool will eventually be issued.

Fully diluted ownership counts everything that can become equity: equity shares, preference shares and debentures as if converted, and the whole ESOP pool. This is the basis investors use to price rounds, and the basis employees should use to understand what their options represent.

In a priced round, the price per share is the pre-money valuation divided by the fully diluted shares before the round. The investor's percentage after the round is the amount invested divided by the post-money valuation.

Investors often ask for the ESOP pool to be increased to a target size, say 10% to 15% after the round, and for the extra options to be counted in the pre-money. This is often called the option pool shuffle. It lowers the price per share and moves the dilution from the new investor onto existing shareholders.

For example, raising ₹5 crore at a ₹20 crore pre-money gives the investor 20%. If the pool must also reach 12% afterwards, founders who held 80% before the round can end up near 60%, not the 64% they might expect.

A spreadsheet cap table is a working tool. The legal record is the company's statutory registers and filings, and the two must agree.

A spreadsheet works for a very early company, but breaks once you have convertibles, an ESOP pool and several rounds. Formula errors are the most common cap table problem in due diligence.

You can model your cap table and your next round for free with our cap table builder, without an account. When you need a dated record of every allotment, an ESOP register and a grant page for each employee, a dedicated ESOP system such as the EVC Startup plan keeps it all in one place.