Equity Funding Consultant in Hyderabad: How to Raise Startup Funding, FEMA Compliance and Investor Readiness for Telangana Companies

An equity funding consultant in Hyderabad works with a state that split its company-registration and tribunal infrastructure cleanly away from its neighbour: since 29 October 2018, ROC Hyderabad covers Telangana exclusively, with Andhra Pradesh companies filing separately at ROC Vijayawada, and since July 2019 the NCLT Amaravati Bench has handled Andhra Pradesh matters that once went through Hyderabad.

Marcken Consulting LLP advises Hyderabad and Telangana founders, promoters and management teams on equity rounds from pre-seed to pre-IPO: investor readiness, cap table design, term sheet review, valuation, FEMA compliance and Companies Act filings, delivered as one coordinated engagement. This guide covers how Hyderabad’s funding market is moving, what each type of round requires, and the sector-specific issues that come up most often for the city’s pharmaceutical, GCC, aerospace and technology companies.

Already know what you need? Skip straight to a conversation. Our scoping calls are free, take 15 minutes, and cover your round structure, whether your company falls under Telangana or Andhra Pradesh jurisdiction, and the valuation and FEMA steps that follow.

Call: +91 99980 59923  |  Email: crm@marckenconsulting.com

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Table of Contents

1. Hyderabad’s Equity Funding Ecosystem

Hyderabad’s startup and equity-funding infrastructure is anchored by T-Hub, the Telangana government-backed innovation hub launched on 5 November 2015 in partnership with the state government. T-Hub has since supported more than 4,100 startups, facilitated over USD 2 billion in funding for its associated companies, and its ecosystem has collectively created more than 25,000 jobs, operating from a 572,000 square-foot campus (T-Hub 2.0) that opened in June 2022. Separately, the state’s own tracked data shows Hyderabad-based startups raised approximately USD 1.5 billion (roughly Rs. 10,950 crore) across 196 deals and 136 startups between 2014 and 2020 — a base built well before the current wave of GCC and pharma-led capital activity.

Unlike Bangalore or Delhi NCR, Hyderabad’s capital base is not built primarily around consumer-facing VC rounds. It runs on Global Capability Centre parent-company capital infusions, pharmaceutical and bulk-drug manufacturer expansion, aerospace and defence precision-manufacturing joint ventures, and a growing base of enterprise SaaS and deep-tech companies. The Telangana government, through T-Hub, also runs the T-Angel initiative, connecting early-stage founders with angel investors, HNIs and funds specifically to build investment readiness — a state-backed layer of capital access alongside the private VC and PE pool.

The most significant equity capital sources active in Hyderabad include:

  • GCC parent companies: Hyderabad’s HITEC City, Gachibowli and Madhapur corridor hosts one of India’s largest concentrations of Global Capability Centres — wholly-owned subsidiaries of global technology, banking, insurance and pharmaceutical groups. Capital infusions from the foreign parent into the Hyderabad GCC are a recurring FEMA mandate category.
  • Pharmaceutical and life-sciences strategic and PE investors: Hyderabad’s Genome Valley, IDA Pashamylaram, IDA Bollaram and Patancheru corridors host API manufacturers, formulation companies and CROs that regularly bring in foreign strategic partners or private equity at the holding or subsidiary level.
  • Aerospace and defence investors: the Adibatla aerospace and precision-manufacturing corridor has attracted joint-venture and equity investment from both domestic and foreign aerospace suppliers, each requiring its own valuation and FEMA sequence.
  • Domestic and pan-India VC funds, plus Hyderabad-based funds: enterprise software, SaaS and deep-tech companies attract both the national VC pool and Hyderabad-headquartered funds such as Endiya Partners and Pavestone VC, typically from seed through Series B.
  • T-Angel and Telangana government-backed angel capital: early-stage Hyderabad companies can access angel investment through the T-Hub-run T-Angel initiative, a domestic funding layer that does not carry FEMA obligations.

How to Raise Equity Funding for Your Hyderabad Startup or MSME

Raising equity funding in Hyderabad follows the same core legal framework as any Indian company — the Companies Act, FEMA, SEBI where relevant, and the Income Tax Act — but the practical sequence depends heavily on whether any investor is a non-resident, and on confirming that your company is registered in Telangana rather than Andhra Pradesh, since the two states have used separate ROCs since 2018.

  1. Confirm your ROC: ROC Hyderabad covers the whole state of Telangana; Andhra Pradesh companies fall under ROC Vijayawada — this determines where your PAS-3 and scheme filings are lodged.
  2. Get investor-ready: audited accounts, a clean and compliant cap table, dematerialised shares (Rule 9B applies to private companies that are not small companies; a small company means paid-up capital up to Rs 10 crore and turnover up to Rs 100 crore, effective 1 December 2025, and holding or subsidiary companies cannot qualify. The last extended compliance date, 30 June 2025, has passed, and half-yearly Form PAS-6 applies), and a financial model built for investor and FEMA scrutiny.
  3. Determine investor residency: resident or non-resident? This decides whether an IBBI Registered Valuer report suffices or a Rule 21 fair value certificate is also required, and whether FC-GPR filing follows.
  4. Get the correct valuation: Registered Valuer report under Companies Act Rule 13 for domestic rounds; a Rule 21 fair value certificate — signed by a Chartered Accountant, a SEBI-registered Merchant Banker or a practising Cost Accountant — for any non-resident investor.
  5. Pass the special resolution, allot and file: EGM special resolution, allotment within 60 days of receiving subscription money, PAS-3 with ROC Hyderabad within 15 days, and FC-GPR on RBI’s FIRMS portal within 30 days of allotment for foreign rounds.

Marcken Consulting LLP manages the full sequence for Hyderabad and Telangana companies — from the valuation through to Companies Act filings with ROC Hyderabad and FEMA reporting coordination with the AD bank.

2. What an Equity Funding Consultant in Hyderabad Does

2.1 Investor Readiness and Pre-Fundraising Advisory

Before approaching investors, a Hyderabad company should have in place: audited accounts covering two to three years, a clean allotment history with the board resolution, special resolution, PAS-3 and (for any prior foreign round) FC-GPR on record for every past issuance; dematerialised shares, required under Rule 9B of the Companies (Prospectus and Allotment of Securities) Rules, 2014 for private companies that are not small companies (small means paid-up capital up to Rs 10 crore and turnover up to Rs 100 crore, effective 1 December 2025; holding and subsidiary companies cannot qualify), where the last extended compliance date of 30 June 2025 has passed and half-yearly Form PAS-6 applies; and a three-to-five year financial model built to support both investor conversations and the DCF valuation required for a foreign round. A gap in any of these — particularly a missing FC-GPR from an earlier GCC capital infusion or pharma joint-venture event — surfaces in due diligence and can delay or reprice a closing.

2.2 Cap Table Design and Structuring

Cap table decisions for a Hyderabad company raising institutional capital include: pre-money valuation and post-money dilution modelling across scenarios; equity shares versus CCDs or CCPSs, since the choice affects FEMA entry route and valuation timing; ESOP pool sizing, which is negotiated with the investor and is generally borne by existing shareholders through pre-money dilution; and, for GCC and aerospace joint-venture structures specifically, shareholder agreement terms governing the foreign partner’s board rights, reserved matters and any put/call options — each of which has FEMA pricing implications when exercised.

2.3 Term Sheet Review

A term sheet from a domestic VC fund or a foreign strategic investor contains provisions with regulatory as well as commercial consequences: the pre-money valuation sets the Rule 21 floor for any non-resident co-investor; liquidation preference and CCPS classification interact with FEMA treatment; and drag-along or put/call provisions common in GCC and pharma joint-venture shareholder agreements trigger FC-TRS reporting when exercised. Marcken Consulting LLP reviews these provisions from a financial and regulatory standpoint and coordinates with the company’s legal counsel, who advise on the legal drafting.

2.4 Startup Valuation Requirements — Which Report, Which Signatory

Share valuation in Hyderabad and company valuation in Telangana for an equity round is driven by who the investor is:

  • Domestic round (all-resident investors): a valuation report from an IBBI Registered Valuer under Section 62(1)(c) and Rule 13 of the Companies (Share Capital and Debentures) Rules, 2014.
  • Foreign round (any non-resident allottee): under Rule 21 of the FEM (Non-Debt Instruments) Rules, 2019 (see also the RBI Master Direction – Foreign Investment in India), the issue price for an unlisted company cannot be below fair value determined by an internationally accepted pricing methodology on an arm’s-length basis, certified by a Chartered Accountant, a SEBI-registered Merchant Banker or a practising Cost Accountant. Where the investor’s term sheet or counsel specifically calls for Merchant Banker certification, that becomes the requirement for the round.
  • Convertible instruments (CCDs, CCPSs): the FEMA valuation obligation applies at issuance. The conversion price or formula must be determined upfront at issue, and the price at conversion cannot be lower than the fair value determined at issuance; no fresh Rule 21 certificate is needed at conversion.

CA Murli Chandak, an IBBI-registered valuer (Securities or Financial Assets), signs Registered Valuer reports on behalf of Marcken Consulting LLP, which also signs FEMA Rule 21 fair value certificates as a practising Chartered Accountant firm, arranging Merchant Banker certification separately only where an investor’s term sheet specifically requires it. Related reading: Business Valuation in India: The Complete Regulatory Guide and Business Valuation Consultant in Hyderabad.

Raising an Equity Round in Hyderabad? Marcken Consulting LLP offers a no-charge 30-minute consultation to walk through your cap table, the required valuation, and the FEMA and Companies Act filing sequence for your specific round.

Note: FC-GPR is due within 30 days of allotment. A delay attracts a Late Submission Fee under the RBI reporting framework, and early engagement with an advisor helps avoid it.

Call: +91 99980 59923  |  Email: crm@marckenconsulting.com

Book a Free Consultation Chat on WhatsApp

3. FEMA Compliance for Foreign Investment in Telangana

3.1 Domestic Round — Companies Act Compliance

An unlisted private limited company in Hyderabad raising equity from domestic investors follows this sequence under the Companies Act, 2013: board resolution approving the allotment and calling an EGM; Registered Valuer report under Rule 13; special resolution at the EGM with explanatory statement; separate bank account for subscription money; ISIN and demat setup where applicable; allotment within 60 days; and Form PAS-3 filed with ROC Hyderabad within 15 days of allotment.

3.2 Foreign Round — the FEMA Layer

Where any investor is a non-resident — a foreign GCC parent, a foreign pharma or aerospace strategic partner, a foreign VC or PE fund, or an NRI — the Companies Act sequence applies in full, plus:

  1. Confirm entry route and sectoral caps under the FDI Policy. Most of Hyderabad’s core sectors — IT and technology, pharmaceuticals, GCC support services — are under the automatic route, subject to standard conditions.
  2. Land-border beneficial ownership check — see Section 3.4 below.
  3. Rule 21 fair value certificate — signed by a Chartered Accountant, a SEBI-registered Merchant Banker or a practising Cost Accountant, not more than 90 days old on the date of investment. This is the price floor; shares cannot be allotted to any non-resident below this value.
  4. Receive subscription money through banking channels — FIRC from the AD bank confirms receipt of foreign inward remittance.
  5. Allot within 60 days of receiving the inward remittance.
  6. File Form FC-GPR on RBI’s FIRMS portal through the AD bank within 30 days of allotment. For Hyderabad companies, the relevant RBI office is the RBI Regional Office, Hyderabad, though the FC-GPR filing itself goes through the AD bank on FIRMS, not directly to the RBI office.

3.3 Government Route and the DPIIT FIF Portal

Where a Hyderabad company’s sector or investor structure falls outside the automatic route — including the defence-adjacent activity present in the Adibatla aerospace and precision-manufacturing corridor — the investment requires prior government approval, filed through the Foreign Investment Facilitation (FIF)/NSWS portal. DPIIT’s Press Note 2 (2026 Series), dated 15 March 2026, sets the current position on investments from land-border countries, and DPIIT’s Standard Operating Procedure dated 4 May 2026 provides for a paperless process. The SOP’s indicative timeline for a decision is 12 weeks, and it lists broadcasting, telecommunications, space, private security agencies, defence, civil aviation and mining and mineral separation of titanium-bearing minerals and ores among the sectors needing Ministry of Home Affairs security clearance. Confirm both against the current SOP at the time of filing, particularly for Hyderabad’s aerospace and defence-adjacent companies.

3.4 Land-Border Investors After Press Note 2 (2026)

Under Press Note 2 (2026 Series), an investment where the beneficial owner is a citizen of, or the investing entity is incorporated in, a country sharing a land border with India is assessed on a beneficial-ownership test rather than on the investor’s jurisdiction alone. Beneficial ownership is measured by the 10 per cent threshold in Rule 9(3) of the PML Rules and by control rights: where land-border beneficial ownership exceeds the threshold, or the land-border investor holds control rights, prior government approval is required; otherwise the investment may proceed on the automatic route where the sector permits, subject to reporting under the DPIIT procedure. Separately, under the DPIIT Standard Operating Procedure dated 4 May 2026 (Schedule II), proposals in Schedule II manufacturing sectors (for example electronic components and batteries) where the land-border investor holds up to 49% and Indian residents hold majority ownership and control are to be decided within 60 days of filing. For Hyderabad’s pharmaceutical and aerospace supply chains specifically — where API sourcing and precision-component partnerships can involve layered shareholding running through several jurisdictions — confirming the ultimate beneficial owner of every proposed investor before signing the term sheet is now a mandatory pre-closing step, not an optional one.

3.5 Convertible Instruments (CCDs, CCPSs)

Compulsorily Convertible Debentures and Compulsorily Convertible Preference Shares are treated as equity from the date of issuance under FEMA, carrying the same Rule 21 pricing, entry-route and FC-GPR obligations as a direct equity issue. The conversion price or formula must be determined upfront at issue, and the price at conversion cannot be lower than the fair value determined at issuance; no fresh Rule 21 certificate is needed at conversion.

4. ESOP Structuring for Hyderabad Companies Raising Equity

ESOP pools are a standard requirement in most institutional term sheets. For Hyderabad’s GCC-adjacent and enterprise software companies in particular, getting the mechanics right before accepting a term sheet matters:

  • Pool sizing: the pool size is a negotiated term. Investors commonly ask for it to be created on a pre-money, fully diluted basis before the investment, so existing shareholders bear the dilution.
  • Exercise price and FMV certification: the exercise price is determined by the company under its scheme (Rule 12 of the Companies (Share Capital and Debentures) Rules, 2014), and a valuation at grant supports pricing and accounting. A Merchant Banker FMV is needed at exercise for perquisite tax, which is a separate requirement from the Rule 21 FEMA certificate and is not satisfied by a CA-signed report.
  • Perquisite tax at exercise: the FMV of unlisted shares at exercise is determined by a Category I Merchant Banker under the income-tax provisions in force; confirm the current valuation-date rules before exercise. For non-resident employees of a Hyderabad GCC, ESOP grants also carry FEMA reporting implications on exercise.

5. Sector-Specific Equity Funding in Hyderabad and Telangana

Pharmaceuticals, Bulk Drug and Life Sciences

Hyderabad’s pharmaceutical and bulk-drug cluster — concentrated around Genome Valley, IDA Pashamylaram, IDA Bollaram and Patancheru — is one of India’s largest, hosting API manufacturers, formulation companies and contract research organisations. Equity events between an Indian pharma entity and a foreign strategic partner or PE fund — fresh investment, stake increases, buy-outs — require a Rule 21 fair value certificate at each pricing date, and the FC-GPR filing must be supported by it. DCF models for bulk-drug and API manufacturers must correctly treat regulatory approval risk (CDSCO, USFDA), export concentration by geography, and capacity-expansion capex cycles.

GCC, Enterprise Software and IT Services

Hyderabad’s HITEC City, Gachibowli and Madhapur corridor hosts one of India’s densest concentrations of Global Capability Centres and enterprise software companies. Capital infusions from a foreign parent into a wholly-owned Hyderabad GCC require a FEMA valuation at each pricing event; where the GCC also carries out inter-company transactions with its parent — loans, guarantees, IP licensing — transfer pricing documentation runs alongside the FEMA valuation. Enterprise SaaS and deep-tech companies raising foreign VC investment need DCF models built from ARR, net revenue retention and customer acquisition cost, benchmarked against listed global peers.

Aerospace, Defence and Precision Manufacturing

The Adibatla aerospace and precision-manufacturing corridor has drawn joint-venture and equity investment from both domestic and foreign aerospace and defence suppliers. Because several of these transactions fall within defence-adjacent sectors that require government-route approval and security clearance rather than the automatic route, sequencing the DPIIT/NSWS approval before the valuation date — not after — avoids a mismatch between the approved structure and the priced round. DCF models for this sector must treat long-cycle defence contracts, platform-qualification timelines and government-order concentration explicitly.

Fintech, NBFC and Financial Services

Hyderabad’s fintech and NBFC segment has grown alongside its technology base, with several RBI-registered NBFCs and payments companies raising both domestic and foreign equity capital. Fintech and NBFC companies raising foreign investment require Rule 21 valuations at each round; DCF models for this sector must treat net interest income rather than operating cash flow, and regulatory capital adequacy must be factored into the equity value. See our guide: NBFC License Consultant in Hyderabad.

Get a Fee Quote for Your Hyderabad Equity Round Tell us your sector, the round size, whether it involves a foreign or NRI investor, and whether your company has completed any prior allotments — and we will send you a fixed-fee proposal within one business day.

Note: PAS-3 is due within 15 days of allotment and FC-GPR within 30 days. Both carry penalties for late filing.

Call: +91 99980 59923  |  Email: crm@marckenconsulting.com

Book a Free Consultation Chat on WhatsApp

6. How Marcken Consulting LLP Supports Equity Funding and Investor Readiness in Hyderabad

Marcken Consulting LLP is the equity funding consultant in Hyderabad for Telangana companies that need financial advisory and regulatory compliance for their equity round under one roof. The firm has supported equity-round work across GCC and enterprise software structures, pharmaceutical and bulk-drug manufacturing, aerospace and precision-manufacturing joint ventures, and fintech/NBFC companies in Hyderabad and across India:

  • Financial modelling and investor-ready financials: sector-specific DCF models with documented assumptions, built for both investor due diligence and FEMA compliance.
  • Cap table design and dilution modelling: pre- and post-round modelling across scenarios, ESOP pool sizing, and convertible instrument structuring — all mapped to FEMA and Companies Act consequences.
  • Rule 21 fair value certification: signed directly by Marcken Consulting LLP as a practising Chartered Accountant firm, or arranged through an established panel SEBI-registered Merchant Banker where the investor’s term sheet requires it.
  • IBBI Registered Valuer report: for domestic rounds under Companies Act Rule 13, signed in-house by CA Murli Chandak, IBBI-Registered Valuer for Securities or Financial Assets.
  • FC-GPR filing support: preparation of all FIRMS portal documents and coordination with the AD bank for submission within the 30-day deadline.
  • Companies Act allotment compliance: PAS-3 preparation and filing with ROC Hyderabad, special resolution coordination, and demat/ISIN setup where required.
  • ESOP FMV certification: valuation support at grant for pricing and accounting, and Merchant Banker FMV certification at exercise for perquisite tax, coordinated with the fundraising timeline.

We also handle pre-IPO valuation and IPO readiness in Hyderabad, NBFC registration advisory in Hyderabad, Virtual CFO services in Hyderabad, and ESOP structuring and FMV certification in Hyderabad for GCC, pharma and aerospace compliance.

How an Engagement Works

  1. Scoping call: we confirm whether you fall under ROC Hyderabad, your round structure, investor residency and the applicable valuation and filing sequence — in writing, before any documents are requested.
  2. Document collection: audited financials, cap table, prior allotment records, and the term sheet or investment agreement.
  3. Valuation: DCF, NAV or CCM as the regulatory framework requires, built to ICAI Valuation Standards.
  4. Filing support: PAS-3 with ROC Hyderabad, FC-GPR on FIRMS through your AD bank, and EGM/board resolution drafting support.
  5. Delivery: the signed report and a fixed-fee invoice, with no additions once the fee is confirmed at scoping.

Fees

Fees depend on the signatory required (a Merchant Banker-signed report carries a higher fee than a Registered Valuer or CA-signed one), the complexity of the entity (a single-entity company is more straightforward than a GCC with inter-company transactions or an aerospace joint venture), and whether the round involves a foreign or NRI investor, which adds FEMA documentation to the engagement. Every fee is quoted in writing at the scoping stage, with no additions once agreed.

Quick Reference: What Does Your Hyderabad Equity Round Require?

Scenario Valuation Required Who Signs FEMA Filing Companies Act Filing
Domestic angel / VC round (all residents) Yes — fair value for Rule 13 IBBI Registered Valuer No Special resolution + PAS-3 within 15 days
Foreign VC / PE round or pharma/aerospace JV equity event Yes — fair value for FEMA Rule 21 CA, SEBI-registered Merchant Banker or Cost Accountant FC-GPR within 30 days of allotment Special resolution + PAS-3 within 15 days
GCC capital infusion from foreign parent Yes — fair value for FEMA Rule 21 CA, SEBI-registered Merchant Banker or Cost Accountant FC-GPR within 30 days of allotment Board resolution + PAS-3 within 15 days
CCD / CCPS issuance to non-resident Yes, at issuance only; conversion price or formula fixed upfront, not lower than fair value at issuance, and no fresh certificate at conversion CA, SEBI-registered Merchant Banker or Cost Accountant FC-GPR at issuance; report the conversion on the RBI FIRMS portal as required Special resolution + PAS-3 at each allotment
ESOP grant (unlisted company) Valuation at grant for pricing and accounting; Merchant Banker FMV at exercise for perquisite tax SEBI Category I Merchant Banker No (unless issued to non-resident employee) ESOP scheme resolution; PAS-3 at exercise allotment
Land-border or defence-adjacent investor Yes — plus prior government approval if the land-border beneficial ownership exceeds 10% or carries control CA, SEBI-registered Merchant Banker or Cost Accountant FIF/NSWS approval, then FC-GPR Special resolution + PAS-3 within 15 days

Regulatory Offices Relevant to a Hyderabad Equity Round

Regulatory Body Jurisdiction / Relevance Address
ROC Hyderabad Company registrations, allotment (PAS-3) and scheme filings for the whole state of Telangana, since the 29 October 2018 jurisdictional split from ROC Vijayawada (Andhra Pradesh). 2nd Floor, Corporate Bhawan, GSI Post, Tattiannaram Nagole, Bandlaguda, Hyderabad – 500068
RBI Regional Office, Hyderabad FEMA reporting, FC-GPR coordination, NBFC registration for Telangana companies. 6-1-56, Secretariat Road, Saifabad, Hyderabad – 500004
SEBI Southern Regional Office, Chennai ICDR/LODR compliance for Telangana issuers, alongside Tamil Nadu, Karnataka and Kerala. 7th Floor, Overseas Towers, 756-L, Anna Salai, Chennai – 600002. SEBI also has a Hyderabad Local Office; confirm which office handles the filing before submitting.
NCLT Hyderabad Bench Merger, demerger and IBC proceedings for Telangana companies only — the NCLT Amaravati Bench began hearing Andhra Pradesh matters in July 2019. Corporate Bhawan, Bandlaguda Tattiannaram Village, Hayatnagar Mandal, Rangareddy District, Hyderabad – 500068
Income Tax Department, Hyderabad Assessments, TDS and appeals for Telangana taxpayers. Aayakar Bhavan, Basheer Bagh, Hyderabad – 500004

Checklist: When Does a Hyderabad Company Need a Valuation or a FEMA Filing?

  • Raising a domestic seed or angel round — Yes. IBBI Registered Valuer report and PAS-3 required.
  • Issuing shares to a foreign GCC parent, PE fund or NRI — Yes. Rule 21 fair value certificate and FC-GPR required.
  • Bringing in a foreign strategic partner for a pharma or aerospace joint venture — Yes. FEMA valuation and, where defence-adjacent, government-route approval before the pricing date.
  • Granting ESOPs to employees of an unlisted company — Yes. Valuation at grant supports pricing and accounting, and a Merchant Banker FMV is needed at exercise for perquisite tax.
  • Structuring a CCD or CCPS round with a non-resident investor — Yes. Valuation at issuance; the conversion price or formula is fixed upfront and no fresh Rule 21 certificate is needed at conversion.
  • Confirming whether an investor triggers the land-border rules — Yes, always check the ultimate beneficial owner before signing the term sheet.
  • Preparing for an SME or mainboard IPO — Yes. Pre-IPO valuation supports pricing and any preferential allotments in the 12 months before the DRHP.

Frequently Asked Questions

1. My company is registered in Andhra Pradesh, not Telangana. Does this guide still apply?

The Companies Act and FEMA framework is identical, but the filing offices differ. Since 29 October 2018, ROC Hyderabad covers Telangana exclusively, while Andhra Pradesh companies file their PAS-3 and scheme documents with ROC Vijayawada, and since July 2019 NCLT proceedings for Andhra Pradesh companies go through the NCLT Amaravati Bench rather than Hyderabad. Confirm your registered office’s state before filing, since submitting to the wrong ROC or bench causes delay.

2. Our GCC’s foreign parent is sending in another round of capital. Do we need a fresh valuation every time?

Yes. Every equity event involving the foreign parent — an initial infusion, a follow-on round, or a stake adjustment — requires a Rule 21 fair value certificate that is not more than 90 days old on the date of investment. There is no minimum transaction size below which this requirement does not apply, and the FC-GPR filing must be supported by the certificate.

3. Can a Chartered Accountant certify the FEMA valuation, or is a Merchant Banker required?

Rule 21 names three professionals for an unlisted company’s fair value certificate: a Chartered Accountant, a SEBI-registered Merchant Banker, and a practising Cost Accountant, each applying an internationally accepted pricing methodology on an arm’s-length basis. Where the term sheet or the investor’s counsel specifies Merchant Banker certification, that becomes the requirement for your round, and Marcken Consulting LLP arranges it. Note that ESOP FMV certification is a separate, Income Tax Rules-based requirement that does require a Merchant Banker specifically — it is not interchangeable with the Rule 21 FEMA certificate.

4. Does a defence-adjacent investment in the Adibatla aerospace corridor need government approval?

It depends on the specific activity and investor. Standard aerospace-component manufacturing for civil use is generally within the automatic route, but defence-linked production, and any investment where security clearance requirements apply, needs prior government approval through the DPIIT FIF/NSWS portal before the round can close. Confirming this classification before signing the term sheet avoids a mismatch between the approved structure and the priced round.

5. What is the FC-GPR deadline, and what happens if we miss it?

FC-GPR must be filed on RBI’s FIRMS portal, through your AD bank, within 30 days of allotment. A late filing attracts a Late Submission Fee levied under the RBI reporting framework; unregularised delays can lead to compounding proceedings and additional RBI scrutiny. Starting the valuation and filing process before the allotment date, not after, is the sequence that avoids this.

6. How do I get started?

A 15-minute scoping call is the fastest route — we confirm your ROC, round structure, investor residency and the correct valuation and filing sequence, then issue a fixed-fee proposal the same day. Reach us at crm@marckenconsulting.com or on WhatsApp.

Related Services and Guides

Official sources referred to in this guide: the RBI Master Direction – Foreign Investment in India, IBBI register of Registered Valuers, SEBI office directory, NCLT Hyderabad Bench, MCA Registrar of Companies contacts, the DPIIT Press Note 2 (2026 Series), 15 March 2026, the RBI FIRMS portal and the ICAI valuation standards.


Speak to Us

Marcken Consulting LLP offers a no-charge 30-minute consultation to discuss your equity round, cap table structure, valuation requirement, or FEMA compliance position.

Marcken Consulting LLP | CA Murli Chandak, IBBI-Registered Valuer (Securities or Financial Assets)
Website: marckenconsulting.com
Phone: +91 99980 59923 / +91 99985 39902
Email: crm@marckenconsulting.com

Book a Free Consultation Chat on WhatsApp

Regulatory positions in this guide are as published by the relevant Indian regulatory authorities as at September 2026 and are confirmed at the date of filing. This guide is general information, not investment, legal or regulatory advice. For legal advice specific to your transaction, engage a qualified legal professional.

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