Pitch Deck Review & Financial Story

A Chartered Accountant brings statutory accuracy to the financial content of a pitch deck: verifying that revenue recognition policies are consistent with Ind AS 115, that cost structures reflect actual accounting treatment under Ind AS or AS (not management estimates), and that unit economics are reconcilable to audited or management accounts. The CA also stress-tests assumptions for investor due diligence — VCs and PE funds routinely appoint their own CA firms for financial due diligence, and inconsistencies found at that stage can abort or reprice a round. Additionally, the CA advises on compliance items that appear in the deck: whether projected ESOPs are structured under a valid ESOP plan compliant with Sections 62(1)(b) and 42 of the Companies Act 2013, whether CCPS or CCD structures described are FEMA-compliant under FEMA Notification No. 20(R) for FDI, and whether any historical revenue includes unrecognised deferred income under Ind AS 115.

Pitch deck financial models are prospective financial information (PFI) and are not required to be audited under Indian law for a private placement to accredited investors; however, the assumptions underlying the projections must be reasonable and disclosed. If the company has completed one or more financial years, SEBI's ICDR Regulations 2018 require audited financials for public offerings, but for private rounds, SEBI's Informal Guidance and ICAI's Standard on Auditing 3400 (Examination of Prospective Financial Information) govern CA engagements where the CA provides any assurance on the projections. The CA reviewing the deck without providing formal assurance should ensure the projections are clearly labelled as 'management estimates', that revenue recognition methodology is stated and is consistent with Ind AS 115 or AS 9, and that the CAC/LTV metrics cited have a traceable basis. Investors who later find that metrics were misstated may have recourse under Section 68 of the Companies Act 2013 (fraudulent inducement to invest) or SEBI's PIT Regulations.

ESOPs granted or proposed to employees must be shown in the cap table on a fully diluted basis — meaning the cap table should reflect all outstanding shares, convertible instruments (CCPS, CCDs), warrants, and the full ESOP pool (vested, unvested, and reserved) as if all were converted to equity on the calculation date. Under Section 62(1)(b) of the Companies Act 2013, ESOPs must be issued under a scheme approved by a special resolution, and any options already granted should be disclosed with their exercise price and vesting schedule. SEBI's ESOP Guidelines (SEBI (Share Based Employee Benefits and Sweat Equity) Regulations 2021) apply to listed companies; for unlisted companies the Companies (Share Capital and Debentures) Rules 2014 apply. Investors are particularly sensitive to ESOP pool size because it determines post-investment dilution — ICAI's Guidance Note on Accounting for Employee Share-based Payments requires the fair value of options to be recognised as an expense in the income statement, which must be reflected in the historical financials shown in the deck.

No. Revenues in financial statements and pitch decks should be shown exclusive of GST and other indirect taxes collected on behalf of the government. Under Ind AS 115 (Revenue from Contracts with Customers) and its predecessor AS 9, revenue is recognised net of GST because the amounts collected as GST are not economic benefits flowing to the company — they are collected as agent for the government under Section 9 of the Central Goods and Services Tax Act 2017. Presenting GST-inclusive revenues inflates the top line and misleads investors about the actual size of the business. Similarly, TDS deducted by customers on the company's invoices under Section 194C/194J of the Income Tax Act 1961 should not be shown as a revenue deduction — the gross invoice value is revenue, and TDS appears as an advance tax credit in the balance sheet. Investors examining an Information Memorandum or financial model will immediately spot GST-inclusive revenues as a red flag.

Institutional investors (Series A and above) will conduct financial due diligence and expect the pitch deck or accompanying data room to disclose contingent tax liabilities as required under Ind AS 37 (Provisions, Contingent Liabilities and Contingent Assets) or AS 29 for companies under the old GAAP. This includes pending assessments under the Income Tax Act 1961 (open scrutiny proceedings, notices under Section 143(2) or 148A), GST audit findings, and any TDS defaults for which demand notices have been issued under Section 156 of the Income Tax Act. The CA reviewing the deck should ensure the notes to accounts in the attached financials quantify the maximum exposure; unquantified or undisclosed contingencies that are subsequently discovered in diligence are the most common cause of deal restructuring or valuation haircuts. Under SEBI's Informal Guidance and standard market practice, non-disclosure of material pending litigations in funding documents may expose the founders to claims under Section 68 of the Companies Act 2013 (fraud).