Raising equity funding in Mumbai is both well supported and closely regulated. Well supported, because Mumbai is India’s financial capital — home to BSE, NSE, RBI headquarters, SEBI headquarters, and a large concentration of venture capital and private equity firms and institutional and angel capital. Closely regulated, because the same concentration of financial infrastructure means that investors, due diligence counsel, and regulators in Mumbai are among the most sophisticated in the country — and any compliance gap in your cap table, valuation, or filing process will be found.
An equity funding consultant in Mumbai who understands both the commercial side — investor readiness, cap table design, term sheet review, financial modelling — and the regulatory side — FEMA Rule 21 valuations, FC-GPR filing, Companies Act allotment compliance, ESOP structuring — is what a serious fundraising process requires. Marcken Consulting LLP provides end-to-end equity funding advisory for Mumbai and Maharashtra companies at every stage. This guide covers Mumbai’s equity ecosystem, the full regulatory framework for raising a round, and how Marcken Consulting LLP supports founders, promoters, and management teams through every step.
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Call: +91 99980 59923 | Email: crm@marckenconsulting.com
1. Mumbai’s Equity Funding Ecosystem
Mumbai startups raised about USD 2.1 billion across 146 deals in 2025, down about 46% on 2024 (Tracxn, via Inc42). The city has particular depth in fintech, consumer brands, healthtech, logistics, and D2C — sectors that benefit directly from Mumbai’s proximity to banks, stock exchanges, RBI and SEBI headquarters.
The most significant equity capital sources active in Mumbai include:
- Domestic VC and PE funds: Mumbai-based and Mumbai-active funds include Mumbai Angels, 100X.VC and DSG Consumer Partners; leading national funds also deploy from the city, alongside dozens of mid-market PE funds covering manufacturing, BFSI, and consumer sectors.
- Mumbai Angels: one of India’s most active angel networks, based in Mumbai, with a deal flow spanning fintech, healthtech, D2C, and deep tech.
- 100X.VC: Mumbai-based early-stage VC fund, one of India’s most active seed investors by deal count, investing SAFE notes in pre-seed and seed stage startups.
- Foreign VC and PE funds: Global private equity and asset management firms maintain investment teams and offices in Mumbai. Every investment by these entities in an Indian unlisted company requires a FEMA Rule 21 valuation and FC-GPR filing.
- SEBI-registered AIFs: AIF commitments stood at ₹17.53 lakh crore as of June 2026 (SEBI). A substantial share of AIF fund managers are registered and operating from Mumbai. The Startup India Fund of Funds 2.0 — announced in Budget 2025-26 and approved by the Cabinet on 14 February 2026 with a corpus of ₹10,000 crore, will deploy capital through SEBI-registered AIFs, further expanding the pool of institutional capital available to Mumbai startups.
- NCLT Mumbai Bench and mainboard IPO pipeline: Mumbai’s regulatory infrastructure — NCLT Mumbai Bench, SEBI headquarters at BKC, BSE at Dalal Street and NSE at Bandra Kurla Complex — means companies raising pre-IPO equity rounds must get their compliance right well in advance. An equity round with a defective allotment or a missed FC-GPR filing will surface in the DRHP due diligence process and can delay or block a listing.
How to Raise Equity Funding for Your Mumbai Startup or MSME
Raising equity funding in Mumbai follows the same four-layer legal framework as any Indian company — the Companies Act, FEMA, SEBI (for listed companies or where SEBI-registered AIFs are involved), and the Income Tax Act. The critical question that determines the entire compliance stack is: is any investor a non-resident? If yes, FEMA applies. If all investors are residents, only the Companies Act governs. Most Mumbai companies raising growth capital encounter a mix — a domestic seed round followed by a foreign Series A from a US or Singapore-based fund, or a SEBI-registered AIF with foreign LP participation.
- Get investor-ready: audited accounts, a clean and compliant cap table, dematerialised shares (required under Rule 9B for private companies that are not small companies; the last extended compliance date, 30 June 2025, has passed), and a financial model built for investor scrutiny.
- Determine investor residency: resident or non-resident? This determines whether a Registered Valuer report or a Rule 21 fair value certificate is required, and whether FC-GPR filing is needed.
- Get the correct valuation: Registered Valuer report under Companies Act Rule 13 for domestic rounds; Rule 21 fair value certificate (CA, SEBI-registered Merchant Banker or Cost Accountant) under FEMA for any non-resident investor.
- Pass the special resolution: EGM with the explanatory statement disclosing all allottees, post-issue holdings, and pricing basis.
- Allot and file: allot within 60 days of receiving subscription money; file PAS-3 with ROC Maharashtra (Mumbai) within 15 days; file FC-GPR on RBI’s FIRMS portal through the AD bank within 30 days of allotment (foreign rounds only).
Marcken Consulting LLP manages the full sequence for Mumbai and Maharashtra companies — from the valuation through to the Companies Act filings with ROC Maharashtra and FEMA reporting coordination with the AD bank.
2. What an Equity Funding Consultant in Mumbai Does
2.1 Investor Readiness and Pre-Fundraising Advisory
Mumbai investors — particularly institutional VC and PE funds operating at the Series A stage and above — run comprehensive due diligence processes that will surface any historical compliance gap. Before approaching investors, a Mumbai company must ensure:
- Audited accounts in order: at least two to three years of audited financials with clean, consistent notes. Investors and FEMA both require audited accounts as the valuation base.
- Clean cap table: every prior allotment must have a compliant paper trail — special resolution, board resolution, PAS-3, and (for any prior foreign investment) FC-GPR. Cap table irregularities discovered during Series A due diligence in Mumbai frequently require costly retrospective rectification before the round can close.
- Dematerialisation: under Rule 9B of the Companies (Prospectus and Allotment of Securities) Rules, 2014, the requirement applies to private companies that are not small companies (small means paid-up capital up to ₹10 crore and turnover up to ₹100 crore from 1 December 2025; a holding or subsidiary company cannot qualify as small). Such companies must issue securities in demat form and facilitate demat of existing holdings; the last extended compliance date, 30 June 2025, has passed, and half-yearly Form PAS-6 reporting applies. Any company that has not yet obtained an ISIN and moved to demat must do so before the next allotment. Mumbai’s institutional investors will not close a round in a company with physical shares.
- Projections and financial model: a three-to-five year model with documented revenue assumptions, cost structure, funding requirement, and use of proceeds — built to support both investor conversations and the fair value analysis required under FEMA Rule 21 for foreign rounds (DCF is the usual choice for operating companies).
2.2 Cap Table Design and Structuring
Cap table structuring for a Mumbai company raising institutional capital requires particular attention to the downstream consequences of each structural choice. Mumbai’s institutional investors are sophisticated; they will push for founder protections, liquidation preferences, anti-dilution clauses, and governance rights that must be modelled against future round scenarios before being accepted. Key decisions include:
- Pre-money valuation and post-money dilution modelling across multiple round scenarios
- Equity shares vs. CCDs or CCPSs — the choice affects FEMA entry route, tax treatment at conversion, and valuation methodology at each stage
- ESOP pool sizing and pre/post-dilution treatment — the pool size is negotiated with the investor and is commonly created pre-money, so existing shareholders bear the dilution
- Anti-dilution mechanics (broad-based weighted average is standard; full ratchet is rare but occasionally demanded at seed stage) and their interaction with future FEMA valuations
- Information rights, reserved matters, and board seat allocation — the governance architecture that determines how the company will be managed post-investment
2.3 Term Sheet Review and Negotiation Support
A term sheet from a Mumbai-based or foreign VC fund is a commercial document that also contains provisions with significant regulatory implications. From a financial advisory standpoint, the provisions requiring close review include the pre-money valuation (which sets the FEMA Rule 21 floor for any non-resident co-investors), the liquidation preference and its interaction with CCPS classification under FEMA, drag-along provisions (which trigger FEMA FC-TRS reporting on secondary transfers), and conditions precedent that typically require a clean compliance position and legal opinions on prior allotments.
Marcken Consulting LLP reviews term sheets from a financial and regulatory standpoint — identifying provisions that create FEMA or Companies Act complications, advising on valuation implications of preference mechanics, and coordinating with the company’s legal counsel. For matters requiring legal advice, clients are always directed to qualified legal professionals.
2.4 Startup Valuation Requirements in Mumbai — Which Report, Which Signatory
Every equity round in India requires a valuation. The applicable framework and signing authority depend on the investor’s residency:
- 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. The valuation documents the fair value and supports the explanatory statement in the EGM notice.
- Foreign round (any non-resident investor): under Rule 21 of the FEM (Non-Debt Instruments) Rules, 2019 (see also the RBI Master Direction – Foreign Investment in India), the issue price to a non-resident cannot be below fair value determined by an internationally accepted pricing methodology (DCF is the usual choice for operating companies), certified by a Chartered Accountant, a SEBI-registered Merchant Banker or a practising Cost Accountant, applying an internationally accepted pricing methodology on an arm’s-length basis.
- Convertible instruments (CCDs, CCPSs): the FEMA valuation obligation applies at issuance; the conversion price or formula is fixed at issue, the price at conversion cannot be lower than the fair value at issuance, and 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 and arranges Merchant Banker certification separately where an investor’s term sheet specifically calls for it. See: Business Valuation in India — The Complete Regulatory Guide and Business Valuation Consultant in Mumbai.
Raising an Equity Round in Mumbai? 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. Missing this deadline attracts a Late Submission Fee and potential FEMA scrutiny — early engagement with an advisor prevents avoidable penalties.
Call: +91 99980 59923 | Email: crm@marckenconsulting.com
3. FEMA Compliance for Foreign Investment in Maharashtra: A Step-by-Step Guide
3.1 Domestic Round — Companies Act Compliance
An unlisted private limited company in Mumbai 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, establishing fair value of the shares to be allotted
- Special resolution at EGM with explanatory statement disclosing all proposed allottees, post-issue holdings, price and basis, and purpose
- Separate bank account for subscription money received
- ISIN and demat setup — required under Rule 9B for private companies that are not small companies (the last extended compliance date, 30 June 2025, has passed)
- Allotment within 60 days of receiving the subscription money
- Form PAS-3 filed with ROC Maharashtra (Mumbai) within 15 days of allotment
3.2 FC-GPR Filing and FEMA Compliance for Mumbai Startups — Key Deadlines and Documents
Where any investor is a non-resident — including a foreign VC fund, a Singapore or Mauritius-structured PE vehicle, an NRI, or a SEBI-registered AIF with a foreign sponsor — the Companies Act sequence above applies in full, plus the following FEMA obligations. For Mumbai companies, this scenario is extremely common given the city’s deep integration with global capital markets:
- Confirm entry route and sectoral caps under the FDI Policy (DIPP). Most Mumbai sectors — BFSI (with carve-outs), technology, pharmaceuticals, consumer, logistics — are under the automatic route.
- Land-border beneficial ownership check (from 1 May 2026) — under Press Note 2 (2026 Series) dated 15 March 2026, the test is beneficial ownership. Prior government approval applies where a land-border beneficial owner holds more than 10% (the Rule 9(3) PML Rules threshold) or has control rights; otherwise the automatic route applies where the sector permits, with reporting. For Mumbai companies receiving US or Singapore PE fund investment, LP structure due diligence is a necessary pre-closing step.
- FEMA fair value certification — a report on fair value under an internationally accepted pricing methodology (DCF is the usual choice for operating companies) as required by Rule 21 of the FEM (Non-Debt Instruments) Rules, 2019, signed by a Chartered Accountant, a SEBI-registered Merchant Banker or a practising Cost Accountant, dated at or near the pricing date. This is the price floor — shares cannot be allotted to any non-resident below this value.
- Receive subscription money through banking channels — FIRC from the AD bank confirms receipt of foreign inward remittance.
- Allot within 60 days of receiving the inward remittance.
- File Form FC-GPR on RBI’s FIRMS portal through the AD bank within 30 days of allotment. Attachments: the Rule 21 valuation certificate, FIRC, investor KYC report, and the board/shareholder resolution. For Mumbai companies, the filing is made through your AD bank on the FIRMS portal; RBI’s Mumbai Regional Office (Foreign Exchange Department) covers FEMA matters for Maharashtra.
3.3 Pre-IPO Equity Rounds and SEBI Compliance
This section is relevant for Mumbai companies that have already raised multiple rounds and are preparing for a mainboard or SME IPO. If you are at seed or Series A stage, skip to Section 4 on ESOP structuring.
Mumbai’s deep capital markets infrastructure — BSE, NSE, SEBI headquarters at BKC — means a disproportionate share of India’s mainboard and SME IPO pipeline originates in the city. Pre-IPO equity rounds (preferential allotments to institutional investors ahead of the DRHP filing) carry additional obligations for companies on the IPO path. Under SEBI ICDR Regulation 17, pre-IPO shares held by non-promoters are locked in for six months from the date of allotment in the IPO (confirm the current lock-in position with your securities counsel before the offer); the pricing of any pre-IPO allotment to non-residents must comply with FEMA Rule 21; and the allotment must be disclosed in full in the DRHP. Any irregularity in the pre-IPO allotment process — including a missing FC-GPR, an incorrect valuation signatory, or a PAS-3 filed late — can be raised by SEBI as an observation during the DRHP review process. See our guide: IPO Consultant in Mumbai.
3.4 Convertible Instruments — CCDs and CCPSs
Structured rounds using Compulsorily Convertible Debentures (CCDs) or Compulsorily Convertible Preference Shares (CCPSs) are very common in Mumbai’s institutional VC and PE market. Under FEMA, CCDs and CCPSs with compulsory conversion are treated as equity from the date of issuance — carrying the same Rule 21 pricing, entry route, and FC-GPR obligations. The conversion price or formula has to be fixed at the time of 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. Mumbai investors frequently use step-up conversion ratios or valuation caps tied to future round multiples — each of these mechanics has specific FEMA treatment that must be assessed before the instrument is issued.
4. ESOP Structuring for Mumbai Companies Raising Equity
ESOP pools are a standard requirement in virtually every term sheet issued by a Mumbai-based or foreign institutional investor. Managing the ESOP correctly — in terms of pool size, pre/post-dilution treatment, FMV certification, and exercise mechanics — is a core part of equity funding advisory for Mumbai companies.
- Pool sizing and dilution mechanics: the pool size is a negotiated term. Investors commonly ask for it on a pre-money, fully diluted basis, and since the pool is created before the investment, existing shareholders bear the dilution. Understanding this before accepting a term sheet is essential — the effective pre-money valuation for founders is materially lower than the headline number once the ESOP pool is factored in.
- Exercise price and FMV certification: the exercise price is set by the company under Rule 12 of the Companies (Share Capital and Debentures) Rules, 2014, and a valuation at grant serves pricing and accounting. For companies that have raised an institutional round, the last round price frequently serves as a reference point, but any valuation used at grant should be independent and dated within a reasonable period of the grant date.
- Perquisite tax planning at exercise: the fair market value at exercise is certified by a Merchant Banker for perquisite tax. For companies approaching a pre-IPO round, the timing of ESOP exercise events relative to the upcoming allotment valuation is a planning-critical decision — early exercise before a step-up valuation minimises employee tax liability.
5. Sector-Specific Equity Funding in Mumbai and Maharashtra
Fintech and BFSI
Mumbai accounts for the majority of India’s fintech startup funding, driven by proximity to BSE, NSE, RBI, and SEBI headquarters, and the city’s deep pool of BFSI talent. Mumbai-based fintech funds and accelerators — including 100X.VC (one of India’s most active seed investors by deal count), Nexus Venture Partners, and Kalaari Capital — are among the most active investors in this space. Fintech companies raising foreign investment — from global fintech VCs, foreign bank venture arms, or strategic investors — require FEMA Rule 21 valuations at each round. Fintech DCF models must reflect the regulatory approval stage (RBI licence status for NBFCs, payment aggregator registration, lending licence), revenue quality (fee-based vs. interest income), and regulatory capital requirements. For insurtech companies, IRDAI approval status must be factored into the valuation. See our guide: NBFC License Consultant in Mumbai.
Consumer Brands and D2C
Mumbai’s status as India’s advertising, media, and consumer goods capital makes it the natural home for D2C, quick commerce, and consumer brand startups. Consumer-focused funds active in Mumbai — including Fireside Ventures, DSG Consumer Partners, and the India offices of global consumer PE funds — have driven sustained investment in this sector. Foreign investment from global consumer PE funds and strategic investors in this sector requires FEMA valuations. Consumer brand DCF models must treat customer acquisition cost, repeat purchase rate, unit economics by channel (direct vs. marketplace vs. quick commerce), and gross margin after returns and logistics — all areas where Mumbai’s institutional investors conduct detailed due diligence.
Healthtech and Pharmaceuticals
Mumbai’s hospital infrastructure — Kokilaben Dhirubhai Ambani Hospital, Lilavati, Hinduja, Wockhardt — and its pharmaceutical manufacturing base in Andheri, Thane, and the Navi Mumbai corridor generate consistent equity funding activity. Healthtech startups raising foreign capital require FEMA valuations; pharma manufacturing companies receiving FDI require the same. Pharma DCF models must treat regulatory approval status, USFDA or WHO-GMP certification, product mix, and export concentration.
Real Estate and Infrastructure
Foreign investment in Indian real estate developer entities is permissible under the automatic FDI route (subject to construction and minimum capitalisation conditions under the FDI Policy). Mumbai’s real estate sector — spanning residential development in the western suburbs, commercial office space in BKC and Lower Parel, and large-scale integrated township projects in Navi Mumbai and Thane — is among the most active in India for foreign PE investment. Real estate developer company DCF models are built on project-level completion timelines, RERA registration status, unit absorption, and FSI utilisation — a significantly different modelling approach from operating company DCF.
Logistics and Supply Chain
Mumbai’s port, airport, and rail connectivity make it India’s logistics hub. Logistics technology and third-party logistics companies raising foreign capital require FEMA valuations. Logistics company DCF models must correctly treat asset-heavy vs. asset-light structures, route profitability, and the distinction between owned fleet and marketplace revenue — all material to both valuation and investor classification of the business model.
Get a Fee Quote for Your Mumbai Equity Round Tell us your sector, the round size, whether it involves foreign investors, 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. Starting the valuation and compliance process before the allotment date — not after — is the right sequence.
Call: +91 99980 59923 | Email: crm@marckenconsulting.com
6. How Marcken Consulting LLP Supports Equity Funding and Investor Readiness in Mumbai
Marcken Consulting LLP is the equity funding consultant in Mumbai for Maharashtra companies that need the full spectrum of financial advisory and regulatory compliance for their equity round — under one roof and with a single point of accountability. The firm has supported equity rounds across fintech, BFSI, pharmaceuticals, consumer brands, and manufacturing companies in Mumbai and across India, handling everything from the first Registered Valuer report for a domestic seed round to multi-tranche FEMA Rule 21 valuations for institutional foreign PE investments:
- Financial modelling and investor-ready financials: sector-specific DCF models with documented assumptions, built for both investor due diligence and FEMA compliance. Mumbai’s institutional investors scrutinise assumptions; the model must hold up to questioning.
- Cap table design and dilution modelling: pre- and post-round cap table modelling across scenarios, ESOP pool sizing, and convertible instrument structuring — all mapped to FEMA and Companies Act consequences.
- FEMA fair value certification: fair value reports for foreign rounds under an internationally accepted pricing methodology (DCF is the usual choice for operating companies), 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. Marcken Consulting LLP is the single point of accountability throughout.
- 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 — valuation report, resolutions, use-of-proceeds statement — and coordination with the AD bank for submission within the 30-day deadline.
- Companies Act allotment compliance: PAS-3 preparation and filing with ROC Maharashtra, special resolution coordination, and demat/ISIN setup where required.
- Pre-IPO compliance review: for companies on the mainboard or SME IPO path, a review of all prior allotments to identify and rectify gaps before the DRHP process begins.
- ESOP FMV certification: Merchant Banker FMV certificates at grant and at exercise, coordinated with the fundraising timeline.
We also handle pre-IPO valuation and IPO readiness in Mumbai, NBFC registration advisory in Mumbai, and business valuation in Mumbai for NCLT, FEMA, and Companies Act mandates.
Quick Reference: What Does Your Mumbai Equity Round Require?
| Scenario | Valuation Required | Signatory | FEMA Filing | Companies Act Filing |
|---|---|---|---|---|
| Domestic angel / VC / PE round (all residents) | Yes — fair value for Rule 13 | IBBI Registered Valuer | No | Special resolution + PAS-3 within 15 days |
| Foreign VC / PE round (any non-resident) | 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 |
| NRI investment (repatriable) | 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 |
| CCD / CCPS issuance to non-resident | Yes – fair value at issuance; conversion price or formula fixed at issue, 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 |
| Pre-IPO preferential allotment (non-resident) | Yes – fair value under FEMA; SEBI ICDR lock-in rules apply post-listing | CA, SEBI-registered Merchant Banker or Cost Accountant | FC-GPR within 30 days of allotment | Special resolution + PAS-3 within 15 days; DRHP disclosure required |
| ESOP grant (unlisted company) | Yes — FMV at grant and at exercise | SEBI Category I Merchant Banker | No (unless issued to non-resident employee) | ESOP scheme resolution; PAS-3 at exercise allotment |
| Secondary share transfer (resident to non-resident) | Yes – fair value for FEMA (price floor: transfer price cannot be below fair value; a ceiling applies when a non-resident sells to a resident) | CA, SEBI-registered Merchant Banker or Cost Accountant | FC-TRS within 60 days of transfer | Transfer deed; SH-4 |
Frequently Asked Questions
1. Our Series A investor is a Singapore-based fund. Does FEMA apply?
Yes. A Singapore-incorporated fund investing in an Indian unlisted company is a non-resident investor under FEMA. The investment is FDI — it requires a FEMA Rule 21 fair value certificate (fair value under an internationally accepted pricing methodology, signed by a Chartered Accountant, SEBI-registered Merchant Banker or practising Cost Accountant) as the price floor, an FC-GPR filing on FIRMS within 30 days of allotment, and a land-border beneficial ownership check under Press Note 2 (2026 Series) if any LP in the Singapore fund is a citizen of a land-border country. The entry route (automatic vs. government) depends on the sector.
2. We are raising a pre-IPO round in Mumbai. What additional compliance applies?
For an unlisted company planning a mainboard IPO, SEBI ICDR Regulation 17 locks in pre-IPO shares held by non-promoters for six months from the date of allotment in the IPO, and the DRHP discloses the issuer’s capital history as prescribed under the ICDR schedules. Confirm the current lock-in position with your securities counsel before the offer. Any allotment to a non-resident in the pre-IPO period must have a valid FC-GPR on record. Retrospective rectification of missing filings before an IPO is possible but costly and time-consuming. Marcken Consulting LLP conducts pre-IPO compliance audits for Mumbai companies to identify and address gaps before the DRHP process begins.
3. What is the PAS-3 deadline for a share allotment?
Fifteen days from the date of allotment, under Section 42(8) of the Companies Act, 2013 as amended by the Companies (Amendment) Act 2017. Some older references cite 30 days — this reflects the pre-2017 rule. Late PAS-3 filing attracts additional fees and, in the context of an IPO, will draw SEBI scrutiny during the DRHP review.
4. Our Mumbai company has physical shares from a historical round. Can we raise a new round before converting to demat?
No, if your company is not a “small company.” Under Rule 9B of the Companies (Prospectus and Allotment of Securities) Rules, 2014, all private limited companies other than small companies (paid-up capital above ₹10 crore or turnover above ₹100 crore, as revised from 1 December 2025) must issue securities in dematerialised form under Rule 9B; the last extended compliance date, 30 June 2025, has passed, and half-yearly Form PAS-6 reporting applies. A holding or subsidiary company cannot qualify as a small company. Before any new allotment, the company must obtain an ISIN, enter into a tripartite agreement with a depository and registrar, and convert all existing physical shares to demat. Mumbai’s institutional investors will not close on physical shares — this is now also a regulatory requirement.
5. How do I get started?
A 15-minute scoping call is the fastest route — we confirm the round structure, investor types, whether FEMA applies, and the correct valuation and filing sequence. We then issue a fixed-fee proposal covering the valuation, filing support, and Companies Act compliance. Reach us at crm@marckenconsulting.com or on WhatsApp.
Related Services and Guides
- Equity Funding Consultant in India: the national guide to raising equity, valuation and FEMA compliance
- Business Valuation Consultant in Mumbai — IBBI Registered Valuer and Merchant Banker reports for Maharashtra companies
- Business Valuation in India — Complete Regulatory Guide — all frameworks, methodologies and signatory rules
- IPO Consultant in Mumbai — pre-IPO valuation, mainboard and SME IPO readiness
- NBFC License Consultant in Mumbai — RBI registration for BFSI and fintech companies
- Trademark Consultant in Mumbai — IP protection ahead of investor due diligence
- Registered Valuer in Mumbai — IBBI Registered Valuer services for share valuation, ESOP and NCLT matters
- ESOP Consultant in Mumbai — ESOP scheme design, FMV certification and exercise mechanics
- Equity Funding Consultant in Ahmedabad — the Gujarat edition of this guide
- Equity Funding Consultant in Kolkata: the West Bengal edition of this guide
Official sources referred to in this guide: the RBI Master Direction – Foreign Investment in India, IBBI register of Registered Valuers, SEBI office directory, NCLT Mumbai Bench, MCA Registrar of Companies contacts 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.

