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022

Case 022Cap tables and round modellingCore

Build Anshvik Health's cap table through a seed, a Series A with a 12% pool inside the pre-money and a Series B with a fresh 10% pool. Show share counts, prices and founder ownership after each round, and say what the pools cost the founders.

1The situation

Anshvik Health runs diagnostic labs with home sample collection in tier-two cities. Its two founders hold 1 crore shares and nothing else is outstanding.

Seed: Rs 8 crore at a Rs 32 crore pre-money, no option pool. Series A: Rs 30 crore at a Rs 120 crore pre-money, with an option pool sized to 12% of the post-money and created inside the pre-money, before the new shares are priced. Series B, two years later, after the whole Series A pool has been granted to the first 60 hires: Rs 90 crore at a Rs 450 crore pre-money, with a fresh pool of 10% of the post-money, again inside the pre-money.

2Your task

For each round compute the price per share, the shares issued to the investor and to the pool, and every holder's ownership. Then separate what the founders gave up to investors from what they gave up to the two pools.

Quick check

At the Series A, Rs 120 crore pre-money on 1.25 crore shares. What is the price per share once a 12% post-money pool sits inside the pre-money?

Worked solution

Try it on paper, then open one step at a time.

30-second answerThe answer to give first

Prices per share are Rs 32, Rs 81.60 and Rs 215.42, and the founders fall from 100% to 80%, 54.4% and 39.9%. Of the 60.1 points they give up, 45.1 go to investors who put in Rs 128 crore and 15.0 go to two option pools that put in nothing. The pools cost the founders three quarters as much ownership as the Rs 8 crore seed round did, and more than the Series B investor; the pool is where the headline pre-money quietly shrinks.

Step 1Why does a pool inside the pre-money change the price per share?

If you agree to sell a tenth of your house for Rs 10 lakh, but the buyer first insists you give a room to the caretaker, the buyer is paying Rs 10 lakh for a tenth of a smaller house: the price of your part just fell. An option pool created inside the pre-money is new shares issued before the investor's shares are priced, so the investor still pays the headline pre-money but the existing holders are priced on the pre-money less the pool. The seed round has no pool and is simple: Rs 32 crore over 1 crore shares is Rs 32 a share, the seed investor gets 25 lakh shares, and the founders hold 80% of 125 lakh shares.

At the Series A the post-money is Rs 150 crore and the pool must be 12% of it, Rs 18 crore. That comes out of the Rs 120 crore pre-money, leaving Rs 102 crore for the 125 lakh existing shares: Rs 81.60 a share, not the Rs 96 the headline suggests, 17.6% lower. The investor's Rs 30 crore buys 36.76 lakh shares and the pool is 22.06 lakh shares. The founders now hold 1 crore of 183.82 lakh shares, 54.4%: the investor took 20% of the company and the pool took 12%, both out of the people who were there before.

AfterPrice, RsPost-money, Rs crTotal shares, lakhFoundersSeedSeries APoolsSeries B
Start100.00100.0%0.0%0.0%0.0%0.0%
Seed32.0040125.0080.0%20.0%0.0%0.0%0.0%
Series A81.60150183.8254.4%13.6%20.0%12.0%0.0%
Series B215.42540250.6739.9%10.0%14.7%18.8%16.7%
The price rises from Rs 32 to Rs 81.60 to Rs 215.42 a share while the founders fall from 100% to 39.9%, and the pools, granted and fresh together, end at 18.8% of the company.
Step 2What happens at the Series B when the pool is refreshed?

The Series A pool has all been granted, so the Series B investor asks for a fresh, unallocated pool of 10% of the Rs 540 crore post-money, Rs 54 crore, inside the pre-money. The 183.82 lakh existing shares are priced on Rs 396 crore: Rs 215.42 a share against a headline Rs 244.80. The investor's Rs 90 crore buys 41.78 lakh shares for 16.67%, and the pool is 25.07 lakh shares. The founders end with 1 crore of 250.67 lakh shares, 39.9%, worth Rs 215 crore at the round price. Granted options from the first pool still sit on the table at 8.8%; they are employees' shares now, not a pool.

Anshvik's cap table after each round: the pools come out of the founders, not the new moneyStart100.0%SeedRs 32.00/share80.0%20.0%Series ARs 81.60/share54.4%13.6%20.0%12.0%Series BRs 215.42/share39.9%10.0%14.7%8.8%16.7%10.0%FoundersSeedSeries APool (A)Series BPool (B)Founders: 100% to 80% to 54.4% to 39.9%. The two pools alone took 15.0 points and brought in no cash.
After each round the founders' bar shrinks, from 100% to 80%, 54.4% and 39.9%, and the pool segments are carved from the existing holders each time because both pools sit inside the pre-money rather than being paid for by the new investor.
Step 3What did the pools cost the founders compared with the money raised?

Trace the founders' points step by step. The seed investor took 20 points for Rs 8 crore. At the A, the investor took 20% of what the founders then held, 16.0 points, and the pool took 12% of it, 9.6 points. At the B, the investor took 9.1 points and the fresh pool 5.4. The two pools cost the founders 15.0 points, three quarters of what the seed round cost and more than the Series B investor's 9.1 points, and not a rupee of the Rs 128 crore raised came from them. At the Series B price those pool points are worth Rs 81 crore.

Where the founders' 60 points went: investors in green, option pools in red25%50%75%100%100%Start-20.0Seedinvestor-16.0SeriesAinvestor-9.6SeriesApool-9.1SeriesBinvestor-5.4SeriesBpool39.9%AfterBPools: 15.0 points, no cash. Seed round: 20 points for Rs 8 crore. A and B investors: 25.1 points for Rs 120 crore.
The founders' 100% falls to 39.9% in five steps, and the two red pool steps together remove 15.0 points, more than the Series B investor's 9.1 points and three quarters of the seed round's 20, for no cash at all.

That is not an argument against pools: the 60 hires who hold the first one are the company. It is an argument about who pays for them. A pool sized inside the pre-money is paid for by existing holders alone; a pool created after the round would be shared with the new investor and would raise the effective price by 17.6% at the A. The negotiable items are the size, whether it is sized to the hiring plan for the next 18 months rather than a round number, and whether unused options from the last pool count towards the new one. The limitation of the table is that it ignores preferences and anti-dilution, which decide who gets what at a weak exit; ownership percentages describe only a sale where everyone converts.

Where candidates lose it

The usual loss is pricing the Series A at Rs 120 crore over 1.25 crore shares, Rs 96, and then adding the pool afterwards. The pool is created first and the price is Rs 81.60; getting the order wrong overstates the founders' stake at every later step.

The second is sizing the pool as 12% of the pre-money shares instead of 12% of the post-money. The term sheet says post, so the pool must still be 12% after the investor's shares are added, which makes it larger than the naive version and the dilution worse.

What the interviewer asks next

  • If 8 lakh of the Series A options were still ungranted at the Series B, how would the top-up to 10% change?
  • The Series B investor also asks for a 1x participating preference. What does that do to the founders at a Rs 600 crore sale?
  • Why do investors insist the pool sits inside the pre-money, and what would it cost them to put it outside?
← Case 021Kursivik HRtech charges per employee seat, and its biggest customers are cutting staff. Model next year's NRR before and after a planned 8% price rise, and say how much churn the price rise can afford to cause.Case 023 →Explain the value added in a deal: a fund bought Kosvik Packaging at 12x EBITDA with Rs 300 crore of net debt and sold it five years later at 14x a larger EBITDA with less debt. Split the equity gain into EBITDA growth, multiple expansion and debt paydown.

Company names and figures are illustrative.

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