Understanding Term Sheets: Key Clauses Founders Must Know

A clause-by-clause, India-specific guide to the venture capital term sheet, built for growth-stage founders, corporate finance and treasury professionals, and strategy and BD teams who sit across the table from investors. Learn what a term sheet binds you to and what it does not, and how it maps onto the SSA, SHA and Articles of Association that Indian deals actually run on. Decode the economic terms that decide who gets paid: pre-money valuation and the fully diluted trap, the option pool clause, why Indian VCs invest through CCPS, liquidation preference and anti-dilution. Then work through the control terms that decide who runs the company: board seats, affirmative voting rights, information rights, founder vesting and non-competes. Understand transfer and exit mechanics including ROFR, tag-along, drag-along, pre-emptive rights and the exit clauses that FEMA quietly reshapes. Finish with the regulatory overlay under FEMA and the Companies Act, the clauses worth fighting for, the red flags to walk away from, and a full case study redlining a Series A term sheet.