Cleaning Up a Complex Cap Table Before a Raise

A clear-eyed look at where they stood.

An enterprise software company in Gurugram had raised money the way many early-stage companies do: a bit at a time, across several informal funding events, without a single document anyone could point to as the current truth. SAFEs had been issued at different points with their own conversion terms, ESOP allocations had been promised verbally to early hires rather than granted through board resolutions, and the share register had not been updated to keep pace with any of it.

None of that is unusual for a company that has been focused on building a product rather than its own paperwork. It becomes a problem the moment a priced round is on the table. A lead investor’s diligence team wants to see exactly who owns what, on what terms, and how every convertible instrument turns into equity at the new valuation. When the company’s own understanding of its ownership does not match its statutory registers or ROC filings, that mismatch reads as risk, not as an oversight to be waved through.

The incoming investor made this explicit: before the round could proceed, they needed one reconciled cap table that the company, its SAFE holders, and its employees with ESOP promises could all stand behind. Until that existed, the deal could not move to signing.

CapEasy started from first principles rather than the company’s existing spreadsheet. That meant pulling every instrument the company had actually issued, in the order it was issued, and treating each one as a source document rather than trusting a prior summary of it.

Each SAFE was reconciled on its own terms. Conversion mechanics differ by instrument, valuation cap, discount, and issue date, so getting the resulting share count right meant working through each one individually rather than applying a single formula across all of them, then cross-checking the result against the company’s allotment and bank records.

The verbal ESOP promises were formalised into an actual pool: grants documented, board approval recorded, and the numbers folded into the same reconciled ownership picture as the SAFEs and the founders’ holdings. A pool that exists only as conversations with employees cannot be diligenced, no matter how sincerely it was meant.

Once the reconciled numbers were settled, CapEasy corrected the statutory registers and ROC records to match them, so the company’s legal filings and its actual cap table told the same story for the first time.

The last step was the one spreadsheets cannot do on their own: sitting down with the affected stakeholders, including SAFE holders and employees whose ESOP understanding did not quite match the reconciled figures, and resolving the discrepancies directly rather than leaving them to surface later.

The outcome

The company was able to present the incoming investor with an accurate, reconciled cap table, clearing a diligence hurdle that had been sitting between the term sheet and the close.

Just as importantly, ownership was documented consistently across the statutory records for the first time. That consistency, not just the reconciliation itself, is what let the round move forward without a renegotiation over who owned what.

What made it work

The reconciliation held up under investor scrutiny because it was built from primary documents outward, not from the company’s own summary inward. Diligence teams test a cap table by checking it against the underlying instruments; a table that already traces back to those instruments has nothing left to unravel.

Resolving the discrepancies with stakeholders before the numbers were presented to the investor mattered as much as the arithmetic. A cap table that is correct on paper but disputed by the people it describes is not actually settled, and an investor doing diligence will find the dispute either way.