SHA covenant stress-test · All figures ₹ Cr · Computes locally

Cap Table & SHA Simulator

Select the rights you hold, define the next round, and see what actually happens to your stake, your protections, and your exit proceeds — before the unpredictability hits.

01 · Your entry

Pre-money (₹ Cr) Your investment (₹ Cr) ESOP pool pre-round (%)

02 · Your rights

Liquidation pref Participation Anti-dilution Board fall-away (%) Veto fall-away (%) Drag trigger (%) Info rights min (%)

Pro-rata right Tag-along Redemption / put Pay-to-playSkip a down round, lose protection

03 · Next round

Scenario Multiple on post (x) New money (₹ Cr) ESOP top-up (% of post) R2 preference R2 participation

New round senior to youOff = pari passu stack Exercise pro-rata this round

Pro-forma ownership

BEFORE VS AFTER ROUND 2

Holder	Shares (post-R2)	% before	% after	Δ

Rights survival

VS SHA COVENANTS, POST-ROUND

Right	Covenant	Status

Exit waterfall

PROCEEDS BY HOLDER · ₹ CR

Your exit case (× post-R2)

AT YOUR EXIT CASE

Exit	EV	You	Your MOIC	New investor	Founders + ESOP

⇄ = at that exit you rationally convert to common (as-converted beats your preference).

Methodology & caveats. Base of 10,000,000 pre-round shares (founders + ESOP). Anti-dilution: broad-based weighted average CP₂ = CP₁ × (A + B) / (A + C) on the fully diluted base; narrow-based uses your preferred only; full ratchet resets to the new price. Price/share circularity from ratchet shares and the ESOP top-up is solved iteratively. The waterfall assumes rational conversion (equilibrium across classes), R2 seniority as toggled, and capped participation capped on total proceeds. Simplifications: one existing investor class, no accrued dividends, ESOP treated as issued common. Drag / put / redemption enforceability in India depends on Articles incorporation and FEMA. Analytical tool — not legal or investment advice.