How much equity to give investors: an angel round guide

Give away too little and nobody leads your round. Give away too much and the next round has no room left for you.

So founders ask the question directly: how much equity should I give angel investors? The honest answer is that you don't pick a percentage. You pick an amount to raise and you negotiate a valuation, and the percentage falls out of the arithmetic. Get those two right and the stake looks after itself. Investors will check the result against your cap table and paperwork, the same way they work through our due diligence checklist for Indian founders.

The equity you give is an output, not a choice

The share of your company an angel round takes equals the amount raised divided by the post-money valuation. Post-money is the pre-money valuation plus the new money. Raise Rs 2 crore at a Rs 8 crore pre-money and the post-money is Rs 10 crore, so new investors own a fifth of the company.

That's the whole formula. Everything else in the negotiation is about its two inputs. How much do you really need, and what is the company worth today? Our guide to valuation methods for early-stage startups covers the second question. The first one is yours.

Start from the plan, not the percentage. Count the months of runway you need to reach a milestone a Series A investor will pay for. Cost it. Add a buffer. That's your amount.

What the benchmarks say, and where they come from

Global data puts a typical seed round at a little under a fifth of the company. That figure comes from US-heavy cap table data, so use it as a reference point in a negotiation, never as an Indian rule. Indian dilution data by round isn't published in a comparable form.

In July 2026, Carta's data team published benchmarks from more than 1,000 rounds raised over the previous six months, by tech product companies that keep their cap tables on Carta. You'll find them in Carta's data archive. Median seed dilution had fallen to 18%. Series A sat at 18% too. Carta's own note says the medians are guidelines only. Each deal is different.

India's own market adds pressure on the other side. Tracxn's report for the first nine months of 2026, as reported by CXOToday, shows seed funding down 37% to $698 million and first-time funded companies down 30% to 338. Fewer cheques. More scrutiny on each one. If you're raising now, expect investors to push on price.

A sample dilution table

The same company can raise the same kind of round and end up in very different places. The table below is a Sample, with round illustrative numbers, showing three angel rounds and what's left for founders after a later round that sells 18%.

Sample	Raise	Pre-money	Angels own	Founders after angels	Founders after an 18% round
Light	Rs 1 crore	Rs 9 crore	10%	90%	73.8%
Middle	Rs 2 crore	Rs 8 crore	20%	80%	65.6%
Heavy	Rs 3 crore	Rs 7 crore	30%	70%	57.4%

Read the last column. A few points given away early cost you more than a few points later, because every later round shrinks what's left. And this sample leaves out two things that usually make it worse: an ESOP pool and notes that convert.

You don't choose the percentage. You choose the amount and defend the valuation, and the percentage follows.

The layers that dilute you before you notice

Founders rarely lose equity in one big step. They lose it in layers: the round itself, an ESOP pool created just before it, and convertible instruments that turn into shares at the next priced round. Model all three together before you sign anything.

The ESOP pool

Investors often ask for an option pool to be created or topped up before their money comes in. If it's pre-money, the full cost lands on existing shareholders. That's mostly you. Ouch. Ask for the pool's size and timing in the term sheet, then rerun your table with it in.

Notes and instruments that convert

A convertible note, an iSAFE or compulsorily convertible preference shares can feel like money with no dilution yet. It isn't. Conversion happens later, at a price or discount set now. Our explainer on iSAFE notes in India shows how those terms play out.

A messy cap table

Unrecorded promises, old advisor shares or allotments missing from filings with the Ministry of Corporate Affairs all eat into what you can offer. Fix them first, using our cap table clean-up before a fundraise.

Five checks before you agree a number

Before you accept a term sheet, run these five checks. They take an evening with a spreadsheet. They'll save you from a round that looks fine today and boxes you in at Series A.

• Amount: the cash you need for a named milestone, plus a buffer, and no more.
• Post-money: pre-money plus the raise, written down, with the ESOP pool shown.
• Conversions: every note, iSAFE and CCPS, converted at its own terms in your model.
• Next round: your stake after a later round of similar size, as in the sample table.
• Control: the board seats, vetoes and consent rights that come with the equity.

Get your company ready to be priced

The cleaner your records, the easier it is to defend your valuation. At MyStartupValley, each startup is evaluated on six due diligence parameters before anyone across the table reads its profile: founder verification, market sizing, cap table, legal, client agreements and compliance. There are 5,000 founders from incubators at IITs, IIMs and accelerators running on MSV. Want your company ready for that review? Start with MSV Founders.

Questions

How much equity should I give to angel investors?

There's no fixed figure. The stake is the amount raised divided by the post-money valuation, so it follows from how much you need and what investors will pay. As a global reference, Carta reported median seed dilution of 18% in July 2026 for tech product companies on its cap tables.

How is dilution calculated in a startup round?

Add the amount raised to the pre-money valuation to get the post-money valuation. Divide the amount raised by the post-money figure: that's the share new investors get. Every existing holder's percentage shrinks by the same proportion, unless an ESOP pool or converting notes are added at the same time.

Does the ESOP pool dilute founders before the round?

It often does. If investors ask for the pool to be created or topped up before their money comes in, the whole cost falls on existing shareholders, mainly founders. Ask for the pool size and its timing to be written into the term sheet so you can model both.

Sources: Carta, VC Startup Fundraising Benchmarks From 1000 Rounds (Carta Data LinkedIn archive), 10 Jul 2026 · CXOToday, reporting Tracxn India Tech 9M 2026 Report, 24 Sep 2026