Model your next round before you negotiate it. Enter your current cap table, the round terms, an optional ESOP top-up and an optional convertible note – and see exactly who owns what afterwards, at what price per share. The calculator implements standard Indian venture conventions: fully-diluted computation, pool top-ups created pre-money, and notes converting at the better of their discount and cap. The arithmetic behind it is explained in the cap table guide.
Your cap table today (fully diluted %)
The new round
Convertible note converting in this round (optional)
How to read the result
The table shows each holder before and after, on a fully-diluted basis. Three things to check against your expectations: the new investor’s stake (raise ÷ post-money – if it differs from what the term sheet implies, the definitions of pre-money differ); the founder delta – a pre-money pool top-up lands mostly on founders, which is why pool size belongs inside the price negotiation (term-sheet decoder); and the note’s effective price – the calculator applies the lower of the cap-implied and discounted price, exactly as stacked notes convert in real closings (note guide). For multi-round modelling with an exit waterfall, download the free cap-table Excel from the hub.
Frequently Asked Questions
Why does the pool top-up dilute founders more than the investor?
Because “created pre-money” means the new pool exists before the investor’s shares are priced – the investor buys a fixed percentage of the post-round company, so the pool’s dilution is absorbed entirely by pre-round holders in proportion to their stakes. Founders, being the largest pre-round holders, fund most of it.
Which effective price does the note conversion use?
The holder-favourable one: the lower of (a) the cap treated as the conversion valuation and (b) pre-money times (1 minus discount). The note’s percentage is computed on the pre-financing company per standard Indian CN drafting – individual documents vary, so check yours.
Is the price per share shown legally meaningful?
It is illustrative – computed on a notional 10,00,000 pre-round shares. Your actual price per share depends on your real share count, and the statutory floors (registered valuer, FEMA certificate) sit underneath any negotiated price – see the valuation rules guide.
Can I model two rounds back to back?
Run the calculator twice, feeding the output percentages back in as the new starting cap table – or use the downloadable Excel, which chains four rounds with an exit waterfall in one sheet.
Last reviewed: August 2026. Conventions: fully-diluted basis, pre-money pool creation, lower-of-cap-and-discount note conversion.