Workbook · Founders

Daily Coffee with Startup Fundraising

An interactive workbook applying the lessons from CA Sarthak Ahuja's book to your own startup. Twelve chapters, twenty-two exercises. Your answers auto-save locally — close the tab and come back any time.

Companion to: Daily Coffee with Startup Fundraising (2024) · See also Sarthak's YouTube channel ↗

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CH 01Why are you raising?

Sarthak's first principle: raising money is not a goal, it's a tool. Money buys time and time buys leverage. If you can't articulate what each tranche unlocks, you're not ready to raise.

Key takeaway — If your answer to “why now?” is “we're running out of cash”, you're already late. Raise from a position of momentum, not desperation.

Exercise 1.1

In one sentence: what specific milestone will this round buy you?

Strong answer: “Reach ₹2 Cr ARR in 18 months across 3 industry verticals.” Weak answer: “Build the product and grow the team.”

Exercise 1.2

What evidence proves this round is the right size — not 50% more, not 50% less?

CH 02Stage of the game

Pre-seed, seed, Series A — the labels matter less than the milestones each stage demands. Sarthak frames each stage as a contract with reality: investors at each stage want specific evidence.

Key takeaway — Pre-seed funds ideas; seed funds traction; Series A funds scale. Match the stage to the proof you can produce, not the cheque you want.

Exercise 2.1

Which stage are you at? Defend it with three pieces of evidence (revenue, retention, team, IP, customer count, pilot signed, etc.).

CH 03Valuation — the most-debated number in your cap table

Three methods Sarthak walks through: (a) Berkus, (b) Scorecard, (c) DCF / revenue multiple. The truth is most early-stage rounds are negotiated, not modelled — but you need a defensible anchor.

Key takeaway — Valuation is what you can defend in a board meeting two years from now, not what gets you the highest cheque today. Aggressive valuations create down-round risk on day one.

Exercise 3.1

Pick three comparable startups (sector + stage). What were their last valuations? What multiples (revenue, traction) do they imply?

Exercise 3.2

Your target pre-money valuation, in INR / USD: ____. Justify in one paragraph using one of: Berkus, Scorecard, or revenue multiple.

CH 04The pitch deck — 10 slides, no more

Problem · solution · why now · market · product · traction · business model · GTM · team · ask. Sarthak's rule: every slide should make the next slide inevitable.

Exercise 4.1

Write your pitch in one paragraph. If you can't, your deck has filler.

Exercise 4.2

“Why now?” — list three forces (regulatory, technological, behavioural) that make this the right year to build this.

CH 05The cap table

A clean cap table is non-negotiable for serious investors. Sarthak is emphatic: founder %, ESOP pool, advisory shares, prior angel rights — every line is a future negotiation. Build it before you need it.

Key takeaway — Plan for at least 10–15% ESOP pool at seed and 20% by Series A. Investors will demand it; pre-allocate so the dilution comes off everyone, not just founders.

Exercise 5.1

Today's cap table (rough — even a single sentence). Founder %, co-founder %, ESOP, prior investors, friends-and-family.

Exercise 5.2

Post-money projection after this round. New investor %, ESOP top-up, founder dilution.

CH 06Term sheets — what to fight for, what to give up

Sarthak's framework: economics (price, liquidation prefs, anti-dilution) vs control (board seats, drag/tag, veto rights). Pick your battles by stage — at seed, you give more on control; at Series A, you fight harder on economics.

Key takeaway — A 1× non-participating liquidation preference is standard. Anything more (2× participating, full ratchet) on a seed round is a red flag — push back.

Exercise 6.1

Score each clause in a hypothetical term sheet by importance to you (1 = give up, 5 = fight to the death):

1× non-participating liquidation preference is acceptableDrag-along on majority-investor consent is acceptableProtective provisions (sale, fundraise, budget) on investor consent are acceptableObserver (not full) board seat is acceptable for non-lead investorsFounder vesting (4yr / 1yr cliff) on this round is acceptable

Exercise 6.2

Three clauses you will NOT accept. Why?

CH 07Due diligence — getting your house in order

DD breaks deals. Sarthak's checklist: corporate documents, IP assignment, customer contracts, employee agreements, financial statements, tax filings, regulatory licences. Build it before the first investor asks.

Exercise 7.1

DD readiness — tick what you have on hand today:

Memorandum & Articles of AssociationIP assignment from every contractor & ex-employeeEmployment / consulting agreements signed by all current staffLast 2 years' audited financials (or audited interim)ITRs filed, GST returns currentTop 10 customer contracts, signedVendor agreements, especially data & tech vendors

CH 08Choosing the right investor

Money is fungible; investors aren't. Sarthak: an angel who introduces you to your first 10 customers is worth 10× a tier-1 fund that disappears post-cheque. Diligence the investor as hard as they diligence you.

Key takeaway — Call three founders the investor has backed. Two who closed, one who failed. The one who failed will tell you the most.

Exercise 8.1

Top 3 investors on your wishlist. For each: stage fit, sector fit, value-add (intros / hiring / GTM), and one founder you'll reference-call.

CH 09Negotiating the close

Once you have one term sheet, you have leverage. Sarthak's playbook: run multiple conversations in parallel, set a deadline, never start a sentence with “we'd be okay with…”.

Exercise 9.1

Your hard deadline for closing this round (date). What happens on the day after?

Exercise 9.2

Your three “walk away” scenarios — situations where no deal beats this deal.

CH 10ESOPs — getting employee equity right

Sarthak dedicates a full chapter. Vesting (typically 4 years, 1-year cliff), exercise window (usually 90 days post-leave), strike price (FMV-linked), tax (perquisite at exercise + capital gains at sale). Don't outsource this; understand it.

Key takeaway — Extend the post-termination exercise window to 5 years (or longer). It costs you nothing; it makes ESOPs actually meaningful for employees.

Exercise 10.1

Your ESOP pool size today (% of equity), and your plan to top up at this round.

CH 11Post-close — the part nobody talks about

Monthly investor updates, board meetings, hiring against plan, runway discipline. The fundraise isn't the win — what you do in the 18 months after is.

Exercise 11.1

Sketch your monthly update template — 5 sections, max 1 page.

CH 12Exits — keep the end in mind

Sarthak's closing chapter is the most overlooked: investors invest because they exit. Strategic acquirers, secondary sales, IPO — even at seed stage, knowing the realistic exit corridor sharpens every other decision.

Exercise 12.1

Three plausible 5-year acquirers for your company. Why each? What metric makes them buy?

Exercise 12.2

If a 10× return for your seed lead requires you to exit at $X, what is that X — and what are the realistic paths there?

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