You’ve pitched. They’re excited.
You’ve agreed on valuation. You’re ready to announce.
But before the money hits the bank, one step remains: due diligence.
It’s not just paperwork. It’s where VCs decide if everything you’ve said be it about traction, team, finances, product, actually checks out.
What Is Due Diligence?
Due diligence (DD) is the process investors follow to verify your startup’s claims, risks, and potential before wiring funds.
Think of it as a deep background check across your numbers, contracts, legal history, and even team behaviour.
It’s not about catching founders. It’s about reducing uncertainty.
When Does It Happen?
- After a term sheet is signed (but before money is transferred)
- During M&A discussions
- In secondary share sales
- Sometimes even during SAFE/convertible rounds (may not be so deep)
What Investors Check
| Category | What They Look At |
|---|---|
| Financials | Revenue, burn rate, runway, margins, projections |
| Cap Table | Founder equity, ESOP, prior investors, option pool |
| Legal | Company registration, ROC filings, IP ownership |
| Compliance | GST, TDS, MCA, FDI guidelines, DPIIT status |
| Contracts | Key customer/vendor agreements, founder employment |
| Product | Tech stack, security risks, data policies |
| Team | Backgrounds, roles, employment terms |
Example
You raised ₹3 crore from angels and are now doing a ₹10 crore Pre-Series A.
A VC sends a due diligence checklist with 40+ items:
- Profit & loss statement
- Cap table spreadsheet
- GST returns
- IP assignments for your code
- Founders’ PAN and Aadhaar copies
- Past employment contracts
- Key customer agreements
- Employee offer letters
If anything’s missing, unclear, or inconsistent, red flags go up
India-Specific Context
- Indian DD often involves CA firms or legal advisors reviewing statutory compliance (e.g., RoC, MCA21)
- Non-compliance with ESOP accounting, DPIIT filings, or FDI limits can delay funding
- Many startups don’t clean up paperwork until a DD happens, this adds weeks of back-and-forth
- Investors often pause or renegotiate deals based on what DD reveals
How to Prepare for Due Diligence
- Clean up your cap table: Avoid founder-side letters, undocumented equity splits
- Get financials in order: P&L, balance sheet, GST filings, and CAC/LTV metrics
- Formalise your team: Offer letters, ESOP grants, NDAs, IP assignment
- Protect your product/IP: Own your source code and vendor contracts
- Create a shared data room: Upload all documents for easy investor access
Bonus: Having this ready also helps with accelerators, pilots, and grants.
Common Mistakes
- Not having signed founder agreements
- Confusing cap table with too many early informal investors
- Code/IP owned by freelancers or agencies
- Verbal revenue commitments (not backed by contracts)
- Un-filed compliance: e.g., TDS returns, MCA delays
Final Thought
Due diligence doesn’t block funding, it unlocks trust.
If you’re prepared, it builds investor trust and closes rounds faster. If you’re not, it slows momentum, invites renegotiation, or risks collapse.
Start cleaning up before the term sheet arrives.