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Intermediate

Case Study: How Zomato Structured Its Series G Round Before IPO

A deal-structuring case study built around Zomato's September 2015 Series G, the $60 million round led by Temasek with existing investor Vy Capital. Start with why a restaurant discovery app burning cash across more than 20 countries needed late-stage capital, then open up the term sheet: why foreign investors in India take compulsorily convertible preference shares instead of plain equity, how liquidation preferences and anti-dilution clauses protect them, and how pre-money, post-money and the ESOP pool shape the fully diluted cap table. Trace how those protections behaved through the valuation markdowns of 2016 and 2017, the pivot to food delivery, the Ant Financial rounds, the share-swap acquisition of Uber Eats India and the Tiger Global era rounds of 2020 and 2021. Then watch the clean-up: conversion to a public company, the bonus issue, CCPS conversion under SEBI ICDR rules, listing with no identified promoter, and the ESOP rework. Close by working out the multiple each round earned at the IPO price and building a pre-IPO structuring playbook. Written for corporate finance and treasury professionals, growth-stage founders and corporate strategy teams.

Late-Stage Venture RoundsCompulsorily Convertible Preference SharesLiquidation PreferenceAnti-Dilution ProtectionFully Diluted Cap TableShare-Swap AcquisitionsSEBI ICDR Pre-IPO RequirementsESOP Restructuring

MODULES

5

DURATION

~3.5 hrs

TRACK

Corporate Finance

What You'll Master

Explain why late-stage foreign investors in Indian startups hold CCPS rather than equity shares, and what FEMA pricing rules require

Model how a liquidation preference and a weighted average anti-dilution clause change payouts and share counts

Build a fully diluted cap table across pre-money, post-money and ESOP pool changes

Trace how a single funding round's terms carry through later rounds, markdowns and a share-swap acquisition

List the cap table clean-up steps SEBI ICDR forces before an IPO, including CCPS conversion and lock-ins

Calculate the return multiple each funding round earned at a company's IPO price

Access Level

LEARNER

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Everything included

Full Text Playbooks

Actionable Exercises

Mobile Reading Mode

Lifetime Updates

Curriculum Breakdown

Chapter 1: Zomato in 2015, Setting the Scene

3 Lessons

Zomato in 2015: Global Expansion, Cash Burn and the Need for Capital10 min read

What "Series G" Actually Means: How Funding Rounds Get Their Letters9 min read

Who Wrote the Cheque: Temasek, Vy Capital and the Late-Stage Investor10 min read

Chapter 2: Anatomy of a Late-Stage Term Sheet

4 Lessons

Why Investors Take CCPS, Not Equity: FEMA, Pricing Rules and Conversion12 min read

Liquidation Preference: Who Gets Paid First if the Exit Disappoints12 min read

Anti-Dilution Protection: Full Ratchet Versus Broad-Based Weighted Average12 min read

Pre-Money, Post-Money and the Fully Diluted Cap Table12 min read

Chapter 3: From Series G to the IPO Runway

4 Lessons

The Markdown Years: When Investors Cut Zomato's Valuation11 min read

The Pivot to Delivery and the Ant Financial Rounds11 min read

Buying Uber Eats India With Shares: Structuring a Share-Swap Acquisition12 min read

The 2020 and 2021 Pre-IPO Rounds: Tiger Global, Kora and the Final Private Price11 min read

Chapter 4: Cleaning Up the Cap Table for Listing

4 Lessons

Becoming a Public Company: Conversion, Share Split and the Bonus Issue11 min read

Converting the CCPS: What SEBI ICDR Requires Before the Red Herring Prospectus12 min read

Listing With No Promoter: Lock-Ins, Control and Shareholder Rights12 min read

Reworking the ESOP Plan Before Listing10 min read

Chapter 5: Outcomes and Lessons

2 Lessons

Scoring the Rounds: What Each Investor Earned at the IPO Price12 min read

The Pre-IPO Structuring Playbook for Founders and Finance Teams11 min read