Equity governance for D2C brands & consumer companies
Inventory-heavy balance sheets, marketplace dependence and frequent bridge rounds - where cash discipline and cap table discipline have to move together.
Growth financed by rounds, margins financed by discipline.
D2C and consumer brands often raise repeated bridge and seed-extension rounds to fund inventory and customer acquisition, well before profitability. Each round adds convertible notes, SAFEs or preference terms that stack up fast - and founders frequently discover at Series A that early instruments were never modeled together.
Product brands needing cosmetic-specific labeling and safety compliance alongside standard D2C rules.
Brands balancing manufacturing partnerships with fast-changing inventory financing needs.
FSSAI-regulated consumer brands, often financed through repeated bridge rounds.
Category brands scaling through marketplaces and their own D2C channel simultaneously.
Fast-delivery models with heavy warehousing footprints and multi-state GST complexity.
Platforms aggregating multiple brands, with equity questions spanning both the platform and its sellers.
Every round, modeled - not just documented.
Start, Grow or Scale - the framework covers this industry at every stage.
From incorporation to your first shipment.
SPICe+ incorporation, PAN/TAN, and trademark application for the brand name and logo.
Registration in each state with a warehouse or fulfilment centre, not just the registered office.
Packaged-commodity labeling compliance, plus FSSAI licensing for food and personal-care products.
Annual RoC filings alongside monthly/quarterly GST returns across every registered state.
Where D2C brands actually get stuck.
Multiple SAFEs and notes with different caps and discounts, never modeled together until a raise forces the issue.
The brand launches and scales before the name is actually protected - a real risk once it's worth defending.
New warehouses or 3PL partners added without registering GST in that state first.
Verbal equity promises to first employees, never formalized under a compliant equity incentive scheme.
D2C founders ask us this.
No - only in states where you have a physical presence, such as a warehouse or fulfilment centre. Shipping alone to a state doesn't require registration there, but many D2C brands register incorrectly or too late once they add a 3PL partner.
Before, ideally - or as close to launch as possible. Filing early protects the name while it's cheap to defend and prevents a competitor from registering it first once the brand gains visibility.
Each instrument converts based on its own cap, discount and terms - which can produce very different ownership outcomes depending on order and valuation. We model every instrument together before your round closes, not after.
FSSAI applies to food and some personal-care products; Legal Metrology packaging rules apply to nearly all pre-packaged consumer goods. We check applicability against your specific product category during setup.
Most commonly: unconverted or inconsistently-documented SAFEs/notes, informal early-employee equity, and gaps between the spreadsheet cap table and actual board resolutions.
Building a D2C or consumer brand? Let's get your rounds modeled right.
One conversation is enough to scope the engagement.
Book a Consultation