Prologue Blog · Founder Insights

Homework Before the Handshake

The work before the first meeting, and why it decides how the round goes

A napkin sketch of a desk from above, a clipboard holding nine ticked checklist rows labelled deck, paperwork, numbers, data room, the ask, timelines, exit, investor list and team, a pen beside it, and two hands meeting in a handshake beyond

Most founders spend their prep time on the pitch. In our experience, that is rarely where a round stalls. It stalls a few weeks later, when an interested investor asks for documents and the answers take too long to come.

So let us go through it the way an investor will.

1. The deck

The deck usually reaches an investor before you do. Keep it to the slides that matter, one point per slide, with numbers that match your books. It should look professionally made. Fonts that change from slide to slide, cluttered charts and a typo in the revenue figure all suggest a company that cuts corners.

What you put in front of investors is an investment, not an expense.

2. The paperwork

We start with the cap table and check every line against share certificates, allotment filings and shareholder agreements. Common problems: a co-founder who left two years ago still holds 15%, an angel was promised equity over WhatsApp that was never issued, or an ESOP pool appears in the deck but was never approved by the board.

Then compliance. ROC, GST and TDS filings should be up to date, with resolutions on record for past allotments. We also check that the company owns its IP. A trademark registered in a founder's own name, or code written by a freelancer without an assignment agreement, will be flagged in diligence.

None of this takes a day to fix, which is why you must look at it first.

3. The hard numbers

We match the MIS to the audited accounts and the deck to both. If the deck says ₹4 crore in revenue and the books say ₹3.2 crore, the investor stops asking about growth and starts asking whether they can trust the rest.

Have your MIS ready to send on the day of the first call. Investors ask for it immediately, and a two-week wait loses the interest the call created.

Projections should be built bottom-up, from customers, pricing and capacity. Start from actual numbers, link them to the use of funds and be ready to explain every assumption. Investors expect optimism. They will not accept assumptions you cannot defend.

Finally, know your figures without checking: revenue, gross margin, CAC, monthly burn, runway and cash in the bank.

4. The data room

An investor judges you on the basis of your data room, your MIS and your projections.

The data room is where every claim in the deck gets checked. Organise it into clear folders: incorporation documents, cap table and shareholder agreements, ROC and tax filings, audited financials and MIS, key contracts, IP and employment agreements. Name files properly and keep only the latest versions.

Have it ready before the first meeting. Building it after an investor asks costs you weeks, and a disorganised data room makes an investor wonder how the rest of the company is run.

5. The ask

"We are raising ₹10 crore" is a number, not an ask. Say how much, on what terms, how many months of runway you have got and what milestone it gets you to. Then break down where the money goes: hiring, capex, working capital, marketing. This also gives the investor a way to track you after they invest.

Pro tip: show what happens if the round does not close. Add one slide to your deck comparing two paths: growth on current cash and revenue, and growth with the new money. It shows the business can survive without the round, and that the capital speeds up a plan that already works.

6. Timelines

A round at this stage usually takes six months from first meeting to money in the bank, and often longer. Start when you still have at least nine to twelve months of runway. A founder with three months of cash left negotiates from a weak position, and investors can tell. We also check whether the next six months hold anything that will strengthen the story, such as a big contract or a product launch, and plan the outreach around it.

7. The exit

Every investor wants to know how they will get their money back. "We haven't thought about it" is the wrong answer.

You do not need a fixed plan, but you need a view. Name the likely acquirers in your space. Say whether a later-stage fund could buy them out in a future round, and whether an IPO is realistic in eight to ten years. Recent deals in your sector make the case stronger.

8. The investor list

Sending the deck to every fund you can find is a common mistake. We build a target list of investors who write cheques at your stage and size, invest in your sector and have not backed a direct competitor. A seed fund that writes ₹1 crore to ₹2 crore cheques will not lead a ₹15 crore round. A short list of the right investors, approached in a planned order, gets better results than a long list contacted all at once.

9. Your team

If you have co-founders, bring all of them. Investors are backing the team, and each founder can take the questions in their own area. Let the CTO answer the technology questions and the CFO answer the numbers. It is better than one founder guessing.

Why this comes first

Every gap on this list costs less to fix before investors see the company. Once a fund is in diligence, each one becomes a delay, a negotiating point or a reason to pass. When the work is done in advance, rounds move faster.

This post is general information, not financial, legal or tax advice. Filing, compliance and diligence requirements depend on how your company is structured and who is investing, so check your own position with your CA or company secretary before you act on it.

Planning a raise?

Every gap on this list is cheaper to close before a fund is looking at it. The deck, the data room, the model and the answers to the questions investors will ask are all work that pays for itself in weeks saved later.

Prologue works with founders before they go to market. If you are planning a round, talk to us about our pre-funding packages.

Siddarth Menon, Investment Associate at Earlyseed Ventures

About Siddarth Menon

Siddarth Menon is an Investment Associate at Earlyseed Ventures, holding a Master's degree in Financial Research and Technical Analysis. With nearly four years of combined experience across private and public markets, Siddarth works closely with startups on their fundraising journeys and M&A transactions.