IBBI Registered Valuer in Bangalore

Valuation work in Bengaluru is shaped by its cap tables. A typical Series A or B company here has equity held by founders, one or two classes of compulsorily convertible preference shares, an ESOP pool with vested and unvested options, and sometimes notes issued to an accelerator. The price per share that the board puts in the explanatory statement depends on how each of those instruments is counted.

Key facts for Bangalore companies

When is a registered valuer's report required?

Under section 247 of the Companies Act, 2013 a registered valuer signs every valuation the Act calls for: preferential allotments and private placements (sections 42 and 62(1)(c)), sweat equity (section 54), non-cash transactions with directors (section 192), mergers and arrangements (sections 230–232) and minority buy-outs (section 236). Under the Insolvency and Bankruptcy Code two registered valuers per asset class determine fair value and liquidation value. FEMA pricing for non-residents is certified by a chartered accountant, merchant banker or cost accountant, and share swaps need a merchant banker. See who signs which valuation.

How is a Bangalore cap table counted for the price per share?

Equity value comes first; it is then spread over a fully diluted share count: equity shares, preference shares on an as-converted basis, options granted and outstanding, and notes or warrants that will convert. Where liquidation preferences would change who receives what on an exit, value is allocated between the classes instead of being divided evenly, and the report states which approach was used and why.

Illustration (assumed figures)

Equity value ₹200 crore; 80 lakh equity shares, 15 lakh CCPS converting one-for-one and 5 lakh outstanding options. The fully diluted count is 1 crore shares, so value per share is ₹200 before allowing for the cash the company receives when options are exercised. Dividing by the 80 lakh equity shares alone would give ₹250 and overstate the floor price for any foreign investor in the round.

Which Bengaluru events call for a fresh valuation?

Apart from each priced round: secondary sales by early employees or angels to incoming funds, where a non-resident buyer brings in the FEMA floor price; a reverse flip from a US or Singapore holding company to an Indian parent, where the swap is valued by a merchant banker for FEMA and a registered valuer reports wherever the Companies Act calls for one; sweat equity for founders or senior engineers, which Rule 8 of the Share Capital Rules reserves for a registered valuer; and mergers of group companies before the Bengaluru Bench of the NCLT.

Valuations for Bangalore companies

SaaS and product companies

Most Bangalore valuations we see are for priced rounds in software companies, where a discounted cash flow on the business plan is cross-checked against revenue multiples of comparable listed and funded companies. Where investors hold preference shares with liquidation preferences, the report allocates value across classes rather than dividing equity value by share count.

Global capability centres and foreign-owned subsidiaries

Indian subsidiaries of foreign groups need share valuations when the parent infuses fresh capital, when shares move within the group and when the subsidiary is restructured. Each of these involves FEMA pricing as well as the Companies Act, and often transfer pricing.

ESOP-heavy cap tables

Bangalore technology companies often carry large ESOP pools and several rounds of preference shares. The valuation counts options and convertibles on a fully diluted basis and, where share classes carry different rights, allocates value between them rather than dividing equity value equally.

About V Viswanathan & Associates

Frequently Asked Questions

Do I need a registered valuer for a funding round in Bangalore?

Usually yes. A private company issuing shares to new investors does so by preferential allotment or private placement, and section 62(1)(c) of the Companies Act, 2013 with Rule 13 of the Companies (Share Capital and Debentures) Rules, 2014 requires the price to rest on a registered valuer's report. A rights issue to existing shareholders in proportion to their holdings does not need one.

Is a CA valuation certificate the same as a registered valuer's report?

No. A chartered accountant's certificate is accepted for FEMA pricing under Rule 21 of the FEMA (Non-debt Instruments) Rules, 2019, but Companies Act valuations must be signed by a registered valuer (section 247). CA V. Viswanathan is both, so one engagement can cover a round that needs both reports.

Can a registered valuer in Chennai value a company in Bangalore?

Yes. IBBI registration under the Companies (Registered Valuers and Valuation) Rules, 2017 is valid across India and is not tied to the state where the company is registered.

Which NCLT bench hears matters for Bangalore companies?

The Bengaluru Bench of the National Company Law Tribunal.

Where does a Bangalore company file its share-issue forms?

With the Registrar of Companies, Karnataka at Bengaluru, online on the MCA portal: Form MGT-14 for the special resolution and Form PAS-3 for the allotment.

Does a Bangalore startup raising only from Indian angels still need a registered valuer?

Yes. Shares offered to selected persons are a preferential allotment whether the investors are Indian or foreign, so the issue price rests on a registered valuer's report under Rule 13. What falls away when no non-resident invests is the FEMA certificate.

Can the valuation for a CCPS round also support an ESOP grant made a month later?

Often, if nothing material has changed. Where the company follows Ind AS, Ind AS 102 measures options at the grant date, so a recent arm's-length round is strong evidence for the share value behind the grant; the valuation is refreshed if the business or the share terms have moved in the meantime.

Do you have an office in Bangalore?

No. We serve Bangalore clients from our office at Spencer Plaza, Anna Salai, Chennai, through video consultations, secure document sharing and digitally signed filings and reports.

Related Services for Bangalore Businesses

Law stated as at 27 Oct 2026. Official sources: Companies Act, 2013 (MCA), FEMA and RBI directions (RBI), Registered valuers (IBBI). Reviewed by CA V. Viswanathan, FCA, ACS, CFE, IBBI Registered Valuer (IBBI/RV/03/2019/12333).