Terms of Service

1 IBBI Valuer Professional Agreement

By engaging V Viswanathan Associates ("the Valuer," "we," "us," or "our") for professional valuation services, you ("Client," "you," or "your") acknowledge that you are entering into a professional engagement with an IBBI Registered Valuer and agree to be bound by these Terms of Service and applicable IBBI regulations.

IBBI Registration & Credentials

Registration Details

• IBBI Registration Number: IBBI/RV/03/2019/12333
• Asset Class: Securities or Financial Assets
• Valuer: V Viswanathan, Chartered Accountant
• Registration Date: 2019
• Status: Active and Current

Professional Compliance

• IBBI Code of Conduct adherence
• International Valuation Standards (IVS)
• Continuing Professional Development (CPD)
• Professional indemnity insurance
• Regular IBBI supervision and audits

Professional Engagement Notice

This agreement constitutes a professional valuation engagement subject to IBBI regulations and professional standards. The valuer maintains independence and objectivity throughout the engagement. All valuations are conducted in accordance with applicable valuation standards and regulatory requirements.

2 Comprehensive Valuation Services Portfolio

Startup Valuation

• Pre-seed to Series C funding rounds
• Section 62 Companies Act compliance
• ESOP pool valuation and pricing
• Fair market value assessments
• Investor presentation support
• Regulatory filing compliance

Business Valuation

• Mergers and acquisitions (M&A)
• Strategic business planning
• Partnership buy-in/buy-out
• Family business succession
• Asset purchase/sale transactions
• Financial reporting (Ind AS/IFRS)

ESOP Valuation

• Annual ESOP fair value assessment
• Share option pricing models
• Vesting schedule impact analysis
• SEBI SBEB compliance
• Employee communication support
• Tax implication analysis

Regulatory Valuation

• FEMA compliance valuations
• SEBI takeover regulations
• IBC insolvency proceedings
• Related party transactions
• Preferential allotment pricing
• Delisting offer valuations

409A Valuation

• US IRC Section 409A compliance
• Cross-border ESOP valuations
• Safe harbor protection
• IRS compliance documentation
• Flip structure analysis
• US entity stock options

Specialized Valuations

• Intangible asset valuation
• Intellectual property rights
• Brand and trademark valuation
• Technology and software assets
• Litigation support valuations
• Insurance claim assessments

Valuation Standards & Methodology

Applicable Standards

• International Valuation Standards (IVS) 2022
• IBBI Valuation Standards for registered valuers
• Indian Accounting Standards (Ind AS)
• Companies Act 2013 valuation requirements
• SEBI valuation guidelines and regulations
• FEMA valuation compliance standards

Valuation Approaches

• Income Approach (DCF, Capitalization)
• Market Approach (Comparable transactions)
• Cost Approach (Asset-based methods)
• Risk-adjusted discount rates
• Monte Carlo simulations
• Black-Scholes option pricing models

3 Professional Standards & Valuation Methodology

IBBI Code of Conduct & Ethics

Professional Ethics

• Independence: Complete independence from all parties with interest in valuation outcome
• Objectivity: Unbiased professional judgment free from conflicts of interest
• Competence: Specialized knowledge and expertise in securities valuation
• Integrity: Honest and straightforward professional conduct
• Confidentiality: Strict confidentiality of all client information

Quality Assurance

• Independent review of all valuation reports
• Comprehensive working paper documentation
• Regular peer review and quality control
• Continuing professional development (40 hours annually)
• IBBI inspection and compliance audits

Standardized Valuation Process

Phase 1: Planning & Scoping

• Engagement letter execution
• Scope and purpose definition
• Valuation date determination
• Independence assessment
• Data requirements identification
• Timeline and milestone setting

Phase 2: Analysis & Valuation

• Business and industry analysis
• Financial data analysis
• Market research and benchmarking
• Risk assessment and discount rates
• Multiple valuation approach application
• Sensitivity analysis and testing

Phase 3: Reporting & Review

• Draft report preparation
• Internal quality review
• Client discussion and feedback
• Final report issuance
• Post-valuation support
• Documentation retention

Professional Indemnity & Insurance

Insurance Coverage

• Professional Indemnity Insurance as per IBBI requirements
• Coverage amount compliant with regulatory minimums
• Extended reporting period coverage
• Global coverage for international assignments
• Annual policy renewal and maintenance

Risk Management

• Comprehensive engagement risk assessment
• Client acceptance and continuance procedures
• Conflict of interest identification and management
• Professional liability risk mitigation
• Claims reporting and management procedures

4 Client Information & Documentation Requirements

Essential Documentation Requirements

Corporate Documents

• Certificate of Incorporation and latest amendments
• Memorandum and Articles of Association (current version)
• Share Certificate Register and shareholding pattern
• Board Resolutions relevant to valuation purpose
• Shareholders Agreement and subscription agreements
• ESOP/SWEAT Policy documents and grant details

Financial Information

• Audited Financial Statements (3-5 years)
• Management Accounts and latest financials
• Cash Flow Projections and business plan
• Budget and Forecasts (5-10 years)
• Detailed Trial Balance as on valuation date
• Tax Returns and assessment orders

Business & Operational Information

Business Model

• Detailed business plan and strategy
• Revenue model and pricing strategy
• Market positioning and competitive analysis
• Customer segments and target markets
• Distribution channels and partnerships

Operational Data

• Key performance indicators (KPIs)
• Customer acquisition and retention metrics
• Unit economics and cohort analysis
• Management information systems reports
• Operational efficiency metrics

Market Intelligence

• Industry analysis and reports
• Competitor analysis and benchmarking
• Market size and growth projections
• Regulatory environment assessment
• Technology and innovation trends

Data Quality & Accuracy Standards

Clients must ensure all information provided is complete, accurate, and current. The quality of valuation directly depends on the reliability and completeness of information provided.

Client Responsibilities

• Provide complete and accurate information
• Disclose all material facts and circumstances
• Grant access to management and key personnel
• Allow inspection of books and records
• Notify of any changes affecting valuation
• Provide timely responses to information requests

Data Verification Process

• Cross-verification of financial data
• Management interviews and confirmations
• Third-party data source validation
• Analytical review and reasonableness tests
• Documentation of all assumptions
• Sensitivity analysis on key variables

5 Professional Valuation Fee Structure

Fee Structure Categories

Standard Valuation Services

• Startup valuation (Seed to Series A): ₹25,000 - ₹75,000
• Business valuation (SME): ₹50,000 - ₹1,50,000
• ESOP annual valuation: ₹35,000 - ₹1,00,000
• Share price determination: ₹40,000 - ₹80,000

Complex Valuation Services

• M&A transaction valuation: ₹1,00,000 - ₹5,00,000
• Regulatory compliance valuation: ₹75,000 - ₹3,00,000
• 409A valuation services: ₹1,50,000 - ₹4,00,000
• Litigation support valuation: ₹2,00,000 - ₹10,00,000

Premium Services

• Intangible asset valuation: ₹1,50,000 - ₹8,00,000
• Cross-border transaction valuation: ₹3,00,000 - ₹15,00,000
• Multi-entity group valuation: ₹5,00,000 - ₹25,00,000
• Expert witness services: ₹50,000 per day + preparation

Payment Terms & Conditions

Standard Payment Terms

• 50% advance payment upon engagement signing
• Balance 50% upon draft report delivery
• Net 15 days payment terms for corporate clients
• Progress billing for engagements > ₹5 lakhs
• Immediate payment for express services

Accepted Payment Methods

• NEFT/RTGS bank transfer (preferred)
• Account payee cheques
• UPI payments for smaller amounts
• International wire transfers (USD/EUR)
• Digital payment platforms

Additional Charges

• Rush services: 50% premium surcharge
• Travel expenses: Actual costs + time charges
• Expert witness testimony: ₹50,000 per day
• Report updates/revisions: ₹25,000 - ₹75,000
• Late payment interest: 2% per month

Professional Fee Determination Factors

Engagement Complexity

• Business model complexity and uniqueness
• Number of business segments/geographies
• Regulatory compliance requirements
• Valuation purpose and intended use
• Multiple stakeholder considerations
• Historical financial data availability

Professional Resources

• Senior valuer time and involvement
• Research and analysis requirements
• Third-party data and research costs
• Industry expertise requirements
• Quality review and supervision
• Report preparation and presentation

Timeline & Urgency

• Standard delivery timeline (10-15 days)
• Express service requirements
• Client response time and cooperation
• Regulatory filing deadlines
• Post-valuation support requirements
• Multiple report formats/versions

6 Professional Confidentiality & Independence

Absolute Professional Confidentiality

Confidentiality Commitments

• Complete Confidentiality: All client information treated as strictly confidential
• Professional Privilege: Valuer-client privilege protection
• Non-Disclosure: No information sharing without explicit consent
• Team Obligations: All staff bound by confidentiality agreements
• Continuing Duty: Confidentiality extends beyond engagement completion
• Secure Storage: Encrypted storage and secure disposal procedures

Limited Disclosure Exceptions

• Legal and regulatory compliance requirements
• Court orders and judicial proceedings
• IBBI quality review and inspection
• Professional indemnity insurance claims
• Client-authorized third-party sharing
• Anti-money laundering reporting obligations

Professional Independence & Objectivity

As an IBBI Registered Valuer, we maintain complete independence and objectivity throughout the valuation process, ensuring unbiased professional judgment free from conflicts of interest.

Independence Safeguards

• No financial interest in client or subject entity
• No business relationships affecting judgment
• No contingent fee arrangements
• Comprehensive conflict of interest checks
• Independent quality review processes
• Professional skepticism and critical analysis

Objectivity Measures

• Evidence-based valuation conclusions
• Multiple valuation approach application
• Independent market research and benchmarking
• Transparent assumption documentation
• Sensitivity analysis and scenario testing
• Professional judgment documentation

Information Security & Data Protection

Technical Security

• End-to-end encryption for all communications
• Secure cloud storage with access controls
• Multi-factor authentication systems
• Regular security audits and updates
• Automated backup and disaster recovery
• Secure document sharing platforms

Physical Security

• Secure office premises with access control
• Locked filing systems for physical documents
• Clean desk policy implementation
• Secure disposal and shredding procedures
• Visitor access controls and monitoring
• 24/7 surveillance and security systems

Administrative Security

• Comprehensive staff security training
• Background verification of all personnel
• Role-based access controls and permissions
• Regular policy reviews and updates
• Incident reporting and response procedures
• Compliance with data protection regulations

7 Professional Liability & Risk Management

Professional Liability Framework

Our professional liability is governed by IBBI regulations, professional indemnity insurance coverage, and applicable professional standards. We maintain appropriate insurance coverage and follow risk management procedures to protect both our clients and our practice.

Professional Standards Liability

• Standard of Care: Liability assessed against applicable professional standards
• IBBI Compliance: Adherence to IBBI Code of Conduct and regulations
• Professional Competence: Maintaining required expertise and knowledge
• Due Professional Care: Exercising professional skepticism and diligence
• Quality Control: Following established quality assurance procedures

Liability Limitations

• Limited to professional fees for the specific engagement
• Exclusion of consequential and indirect damages
• Claims must be made within 3 years of service completion
• Professional indemnity insurance coverage limits apply
• Third-party reliance limitations as per engagement terms

Professional Indemnity Insurance Coverage

Insurance Details

• Coverage Amount: As per IBBI minimum requirements
• Policy Type: Professional Indemnity Insurance
• Coverage Scope: Negligent acts, errors, and omissions
• Geographic Coverage: Global coverage including India
• Extended Reporting: Run-off coverage after policy expiry
• Annual Renewal: Continuous coverage maintenance

Coverage Conditions

• Claims must be reported promptly to insurer
• Full cooperation required in claims handling
• Policy deductibles and exclusions apply
• Settlement approval may be required
• Coverage subject to policy terms and conditions
• Defense costs included within policy limits

Client Indemnification & Cooperation

Clients agree to indemnify and hold harmless the Valuer from claims arising from client's provision of false/incomplete information, breach of engagement terms, or unauthorized use of valuation reports.

Indemnification Scope

• False, misleading, or incomplete information provided
• Failure to disclose material facts or circumstances
• Unauthorized distribution or use of valuation reports
• Non-compliance with applicable laws and regulations
• Third-party claims arising from client actions
• Breach of confidentiality by client parties

Cooperation Requirements

• Prompt notification of potential claims
• Full cooperation in claim defense
• Access to relevant documents and personnel
• Participation in settlement discussions
• Assistance in evidence gathering and preparation
• Cost sharing arrangements as agreed

8 Valuation Report Usage Rights & Restrictions

Report Usage Rights and Limitations

Valuation reports are prepared for specific purposes and intended users. Usage rights are limited to the engagement scope and purpose. Unauthorized distribution or use may void professional liability coverage.

Permitted Usage

• Internal business decision making
• Regulatory compliance and filings
• Investor presentations and fundraising
• Legal proceedings and litigation support
• Board and shareholder communications
• Professional advisor consultations

Usage Restrictions

• No commercial distribution or sale
• No modification or alteration of reports
• Limited third-party reliance rights
• No use beyond specified valuation date
• Proper attribution and disclaimer required
• Written consent for public disclosure

9 Professional Engagement Termination

Termination Provisions

Termination by Either Party

• 15 days written notice for ongoing engagements
• Immediate termination for material breach
• Completion of work in progress (at valuer discretion)
• Payment of all fees for work completed
• Return of confidential client materials

Post-Termination Obligations

• Continued confidentiality obligations
• Professional transition assistance
• File retention as per regulatory requirements
• Cooperation with successor valuers
• Final billing and payment settlement

10 Professional Dispute Resolution

Structured Resolution Process

Step 1: Professional Discussion

Direct professional dialogue between parties to resolve disputes through good faith negotiations within 30 days.

Step 2: Mediation

Professional mediation through ICAI or recognized mediation centers if direct negotiations are unsuccessful.

Step 3: Arbitration

Binding arbitration under Arbitration and Conciliation Act 2015, with seat of arbitration in Chennai, Tamil Nadu.

11 Comprehensive Regulatory Compliance

Applicable Laws and Regulations

Primary Regulations

• Insolvency and Bankruptcy Code, 2016
• IBBI (Registered Valuers) Regulations, 2017
• Companies Act, 2013 (Valuation Rules)
• SEBI (Issue of Capital and Disclosure Requirements) Regulations
• Foreign Exchange Management Act (FEMA), 1999

Professional Standards

• International Valuation Standards (IVS) 2022
• IBBI Code of Conduct for Registered Valuers
• Indian Accounting Standards (Ind AS)
• International Financial Reporting Standards (IFRS)
• Professional ethics and independence requirements

12 Professional Contact & Terms Updates

Professional Contact Information

Firm: V Viswanathan Associates

IBBI Registered Valuer: V Viswanathan

IBBI Registration: IBBI/RV/03/2019/12333

Asset Class: Securities or Financial Assets

Address: G131 Phase III Spencer Plaza, Anna Salai, Chennai 600002

Phone: +91 9176044244

Email: info@varegisteredvaluer.com

Website: varegisteredvaluer.com

Terms Updates & Amendments

These terms may be updated to reflect changes in IBBI regulations, professional standards, or business practices. Clients will be notified of material changes 30 days in advance.

Continued engagement after amendment notification constitutes acceptance of updated terms.

V Viswanathan Associates

IBBI Registered Valuer Compliance Statement

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