Writing from the desk
CA Vijay Singh Rathore
Founding Partner
- Financial Due Diligence
- Valuations
- Startup Fundraising
Vijay heads the Investment Banking vertical at Nucleus. He works closely with founders, assisting early-stage startups with financial modelling, investor pitch decks, and fundraising strategies, including term sheet negotiations. Over his career, he has successfully supported 100+ startups in navigating their fundraising journeys.
Vijay also collaborates with venture capital funds and family offices, providing support in financial due diligence and post-investment monitoring, demonstrating a strong command of both startup ecosystems and institutional investing. His wealth of experience makes him a trusted partner for investors and founders alike.
Previously, Vijay served as an Internal Auditor at ICICI Bank, focusing on the Retail Liabilities Group. During his tenure, he conducted audits across 65 locations in North India, gaining expertise in anti-money laundering (AML), compliance, credit, forex, and remittance processes.
Body of work
All articles by Vijay.
Valuation methods
Real estate vs cash flow: when an Indian LLP is actually just a property holder
Three of the last twenty mid-market LLP valuations we did turned out the same way: the operating business contributes 30 percent of value, the real estate sitting under it contributes 70 percent. The seller wants the property valued separately. The buyer wants it folded into the going-concern DCF. The fight is worth Rs. 40-100 crore.
11 min read
Capital strategy
Founder vesting: why VCs ask for re-vesting at Series A, and how to negotiate
You started the company four years ago. The investor is offering a Series A term sheet that requires you to put your already-earned shares back on a four-year vesting schedule. Why this happens, and what good negotiation actually looks like.
10 min read
Reg & tax valuations
Distressed valuations under IBC: liquidation value vs going-concern value
Section 36 of the IBC requires two valuations: liquidation value and fair (going-concern) value. The two numbers can differ by Rs. 2,000 crore on a single corporate debtor. The gap is where resolution plans live or die, and where the registered valuers earn their fees.
12 min read
Complex situations
Goodwill impairment under Ind-AS 36: the annual ritual most companies fumble
Every Indian company carrying acquired goodwill has to test it for impairment annually. The standard is precise. The execution is often perfunctory. The auditor's letter at year-end is where the gaps surface, and by then it is too late to fix them.
11 min read
Complex situations
Liquidation preference economics: why senior preferred quietly kills founder equity
On a Rs. 100 crore exit with Rs. 40 crore of 1.5x liquidation preference outstanding, the preferred takes Rs. 60 crore first and the common splits Rs. 40 crore. After three priced rounds with stacked preferences, the founder's nominal 25 percent stake can be worth zero on a moderate exit. The math is not hidden, but it is rarely modelled.
11 min read
Complex situations
M&A valuations: closing the bid-ask gap that kills 40 percent of deals
Most failed M&A deals do not fail because the buyer and seller were Rs. 200 crore apart on headline price. They fail because nobody at the table moved the five non-price levers that close a 30 percent gap into a 5 percent gap. Each lever is worth 10-15 percent.
11 min read
Reg & tax valuations
Section 56(2)(x) valuations: when an Approved Valuer's Report saves you
Section 56(2)(x) treats the receipt of shares for inadequate consideration as taxable income in the recipient's hands. An Approved Valuer's Report under Rule 11UA is the primary defense — when it is built correctly. When it is not, the tax notice arrives anyway.
11 min read
Valuation methods
Comparable-company method: building a peer set that actually survives scrutiny
Pulling six listed companies from the same sector index and averaging their EV/EBITDA multiples is not a comparable-company valuation. It is a number-on-a-page that will not survive an acquirer's reverse diligence. Here is how we build peer sets that do.
10 min read
Complex situations
SAFE/CCPS conversion price: the valuation traps inside convertible instruments
A SAFE or CCPS with a Rs. 40 crore valuation cap and 20 percent discount sounds simple. Three rounds later, it has converted at a price nobody at the table predicted, and the founder's equity is 200 basis points lower than the model said. The traps are mechanical, and they are knowable.
10 min read
Term sheets
Pro-rata rights at Series B: what they actually mean when the round opens
The Series A investor signed a pro-rata clause two years ago. The Series B lead wants the full round. Whose right wins, and what the founder should actually push for, depends on details most founders never read.
10 min read
Valuation methods
DCF for early-stage Indian companies: why terminal value always dominates
On a five-year DCF for a Series A SaaS company, the explicit-period cash flows you spent three weeks modelling contribute 15-25 percent of enterprise value. The terminal value contributes the rest. Acquirers and auditors know this; founders rarely do.
10 min read
Capital strategy
Bridge rounds: the convertible that saves you, or signals you ran out of runway
A bridge done right gives you the eight months you needed to hit the metric that prices the next round. A bridge done wrong tells every investor in town the previous round was mis-sized. The difference is in how it gets structured, not in how much it raises.
10 min read
Cap table
Pre-money vs post-money: the 2-3% equity that quietly costs founders the round
Founders agree to a pre-money number, sign a term sheet, and discover at closing that the ESOP top-up was carved out of their slice — not the round. Two or three percentage points later, the lesson is expensive.
9 min read
Valuation methods
Brand valuation: what was actually paid for in Air India, Vodafone, and Star India
When Tata bought Air India for Rs. 18,000 crore, the airline had negative book value and aging aircraft. The premium was paid for something not on the balance sheet. Pulling apart what brand actually means in a big deal — and how it gets valued.
11 min read
Capital strategy
SAFE vs CCPS in Indian early-stage rounds: which one actually fits
Founders ask for SAFEs because they read about them. Indian counsel quietly redrafts them as CCPS because FEMA and the Companies Act leave no other option. The mechanics matter — and so does the cap-table outcome.
9 min read
Complex situations
Down-round valuations: structuring "ratchet me up" terms that don't blow up
When a Series B comes in below the Series A price, anti-dilution kicks in and the cap table redraws itself. Broad-based weighted-average is the standard; full ratchet is the harsh version. The math is precise. The negotiating room around it is wider than founders realize.
11 min read
Capital strategy
The case for hiring an outside banker — even when you have a great cap table
Founders with strong investor networks ask why they should pay a banker at all. The honest answer is not about access. It is about leverage and time.
6 min read
Complex situations
Private-company minority discounts: 25 percent or 35 percent — and how to defend whichever you pick
A minority stake in a private Indian company is not worth its proportional share of enterprise value. Two discounts apply: lack of control (15-30 percent) and lack of marketability (25-40 percent). The combined discount can be 35-55 percent. The number you pick has to be defended in the report, not asserted.
11 min read
Valuation methods
IP valuations: patents, software, copyrights — the three methods and when each fits
A patent portfolio, a piece of proprietary software, and a copyrighted character do not get valued the same way. The cost approach fits one, the income approach fits another, the market approach fits almost none of them. Picking the wrong method produces a number that nobody will accept.
11 min read
Cap table
ESOP economics for founders: when to top up, how to model the dilution
ESOP is the most consequential cap-table line item that founders pay the least attention to. The top-up math at each round is where founders give away half a point at a time without noticing.
7 min read
Capital strategy
Strategic exit vs. PE buyout: which conversation are you actually in?
They look similar from the founder side. They are not. The buyer cares about different things, pays in different shapes, and the post-deal life looks different.
7 min read
Fundraise process
Fundraise readiness audit: nine things a partner-led review actually finds
Most founders think they are ready six weeks before they are. A formal audit gives you a punch-list and a realistic timeline.
7 min read
Complex situations
Eight ways founders inflate startup valuations — and how investors spot every one
We have reviewed enough founder-prepared valuation pitches to know the patterns. Investors have seen the same patterns more often. The eight tactics below produce inflated headline numbers that survive 30 minutes of review and then collapse. The collapse is where deals die.
11 min read
Fundraise process
The 14-day pitch-to-term-sheet myth: what actually goes into a fast close
Fast closes happen. They are not magic. The work that makes them possible happens in the eight weeks before the first pitch, not the two weeks after.
5 min read
Term sheets
Anti-dilution clauses explained: weighted-average vs full-ratchet, and why it matters
Anti-dilution is an asymmetric clause. It only triggers in a down round. That's exactly why founders should care about it before the round closes.
6 min read
Term sheets
Term sheet line-by-line: liquidation preference, anti-dilution, drag-along, tag-along
A term sheet is two pages. Two of those pages decide who gets what when the company is sold. Read them like that, not like a price quote.
8 min read
Cap table
Cap-table hygiene: the six mistakes we see in first-time founder docs
A messy cap-table does not kill a round. It slows it. Cleanup costs you four weeks of diligence-driven discovery you could have avoided in two days.
5 min read
Reg & tax valuations
ESOP valuation in India: why the 409A playbook does not translate
US-trained founders and CFOs reach for the 409A framework by instinct. Indian tax authorities have a different rulebook entirely. What a defensible ESOP valuation looks like under Rule 11UA, and what gets you rejected.
10 min read
Fundraise process
How investors really read your information memorandum — and what they skip
The deck gets you the meeting. The IM is read by analysts on a Saturday morning with a checklist. Most founders write IMs as if they will be read like a deck. They are not.
6 min read
Term sheets
The math of dilution: what a $5M raise actually costs you over 18 months
Round size is the headline number. The cost is what your slice looks like after the next two rounds, an ESOP top-up, and a liquidation preference you forgot to read.
5 min read