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Consent Manager Net Worth of ₹2 Crore: What Counts

Ask ten founders what the ₹2 crore net worth rule for a Consent Manager means and you will hear ten answers. Cash in the bank. Money raised. Paid-up capital. Most are not what the rule says.

The wording sits in Part A of the First Schedule to the DPDP Rules, 2025, and it is short. This guide is written for the CFO, company secretary or chartered accountant who has to prove the number. Rule 4, which lets eligible companies apply, starts on 13 November 2026. If you are still deciding whether to apply at all, begin with our step-by-step registration guide.

Quick answer: The Schedule requires a Consent Manager applicant to have net worth of not less than ₹2 crore. A note to the Schedule defines net worth as total assets less liabilities, as they appear in the company’s books of accounts. It is a book test, not a cash test. Borrowing does not raise it, and accumulated losses lower it.

What the Schedule says

Part A, condition four, asks for net worth "not less than two crore rupees". A note to the Schedule then defines the term as "the aggregate value of total assets as reduced by the value of liabilities of the Consent Manager as appearing in its books of accounts". You can read both in the Gazette notification, G.S.R. 846(E). We read the text from two published transcriptions, so check the wording against the Gazette itself before you file.

Three things follow. First, the test is on the books. Whatever your audited statements show is the starting point. Second, it is a net figure, so every rupee of liability counts against you. Third, the Schedule sets its own definition. The Companies Act, 2013 has a separate net worth definition built from share capital and reserves. Do not assume the two give the same answer for your company, and let your auditor decide which basis the Board’s form expects once it is published.

The legal hook is Section 6(9) of the DPDP Act, 2023, which says a Consent Manager must be registered with the Board subject to prescribed financial conditions. For the full picture of the role, see our explainer on the Consent Manager under the DPDP Act.

Net worth test: total assets less total liabilities, as the books show them, must be at least ₹2 crore — The Schedule’s test in one line: assets less liabilities, as the books show them.

A worked example

Here is a made-up company, amounts in ₹ crore. It looks healthy. It has ₹2.6 crore in the bank.

Assets	₹ crore	Liabilities	₹ crore
Cash	2.6	Borrowings	1.3
Receivables	0.4	Payables	0.5
Capitalised software	0.9	Deferred revenue	0.3
Other assets	0.2	Directors’ loans	0.3
Total	4.1	Total	2.4

Net worth is 4.1 less 2.4, which is ₹1.7 crore. The company is ₹0.3 crore short. Its cash balance said otherwise, and that gap is where most wrong assumptions come from.

Worked example in ₹ crore: assets of 4.1 less liabilities of 2.4 gives net worth of 1.7, a shortfall of 0.3 against the ₹2 crore threshold — Illustrative numbers only. Cash is not net worth.

What moves the number

Item	Effect on net worth	Note for the CA
Fresh equity	Up	Assets rise, liabilities do not
New loan	No change	Cash and the loan rise by the same amount
Accumulated losses	Down	Cash is spent and nothing comes back onto the balance sheet
Convertible instruments	Depends	Treatment as equity or liability follows how the books classify them
Revaluation, intangibles	Counted as booked	Expect questions on valuation and impairment

The second row is the one that surprises people. A ₹1 crore loan puts ₹1 crore in the bank and ₹1 crore on the liabilities side. The difference stays where it was. If the plan is to reach the threshold by borrowing, it will not work.

What moves net worth: fresh equity raises it, new loans leave it unchanged, accumulated losses lower it, and convertibles and revaluations depend on the books — Five items to settle with the auditor before the application is prepared.

How to evidence it

The Board has not published its application particulars, and Rule 4(1) says it will specify them on its website. So this list is our suggestion, not a requirement.

Use the audited balance sheet nearest to filing. A stale year-end can mislead in both directions.
Prepare a one-page reconciliation. Total assets, total liabilities, the difference, signed by the CA.
Build headroom. Aim comfortably above ₹2 crore. A small loss in the next quarter should not undo the filing.
Write down the classification calls. For convertibles, intangibles and revaluation reserves, record what the auditor decided and why.
Keep the working versioned. If the Board asks a question under Rule 4(6), you want one current answer.

Registration does not end the matter. Part B of the Schedule requires audits that cover continued fulfilment of the conditions of registration, reported to the Board. So net worth is something to monitor every quarter, not a gate you pass once.

The conditions next door

Net worth sits between two softer tests in Part A: sound finances and management, and adequate business volume, capital structure and earning prospects. Neither carries a number. A company can clear ₹2 crore and still be asked about its cap table or projections. Keep the business plan consistent with the balance sheet. If the two tell different stories, the inquiry under Rule 4 is where that will surface. The Board runs that inquiry, and our guide to the Data Protection Board explains how it works. The wider timeline is in our 13 November explainer.

Mistakes to avoid

Quoting the bank balance or the funding round as net worth.
Counting a loan as strength.
Borrowing the Companies Act definition without checking it against the Schedule’s note.
Filing on a thin margin and then posting a loss.
Treating this as a finance-only task. Articles, governance and certification run in parallel, as the registration guide sets out.

Where RuleExpert fits

RuleExpert is not a registered Consent Manager and cannot compute, certify or vouch for your net worth. That is a job for your CA. What the platform describes itself as offering is a central evidence repository with version history and audit trails, which some applicants will find useful for the working papers. Ask on a demo whether that fits. If you are a business that will receive instructions from Consent Managers rather than become one, our consent module and the free DPDP Scorecard are the better start. Book a RuleExpert Demo, or read how a Consent Manager differs from a consent management platform and our DPDP compliance solution overview. The wider context is in our complete guide to DPDP in India.

Frequently asked questions

What is the net worth requirement for a Consent Manager?

Not less than ₹2 crore, under Part A of the First Schedule to the DPDP Rules, 2025. A note to the Schedule defines it as total assets less liabilities, as they appear in the company’s books of accounts.

How does the Schedule define net worth?

As the aggregate value of total assets reduced by the value of liabilities, as appearing in the Consent Manager’s books of accounts. It is a book figure taken from the accounts.

Is cash in the bank the same as net worth?

No. Cash is one asset. Net worth is all assets less all liabilities, so a company with ₹2.6 crore in cash can still fall short if its liabilities are high.

Does a loan help me reach ₹2 crore?

No. A loan adds to assets and to liabilities by the same amount, so net worth stays where it was. Fresh equity is the item that raises it.

Do accumulated losses reduce net worth?

Yes. Losses reduce the asset side of the books without adding anything back, so they pull the figure down. A funded company with large losses can still miss the threshold.

Is the Companies Act definition of net worth used?

The Schedule gives its own definition, so start there. The Companies Act, 2013 has a different formulation, and we could not verify it from an official source for this guide. Ask your auditor which basis the Board’s form expects.

What documents prove net worth?

The Board has not listed them. A sensible set is the latest audited balance sheet, a signed reconciliation of assets and liabilities from your CA, and notes on how contested items were classified.

Which date should the figure be taken from?

The Board’s particulars should say. Until they are published, use the audited balance sheet nearest to the filing date and keep headroom for movement since then.

Does net worth have to be maintained after registration?

Part B requires audits covering continued fulfilment of the conditions of registration, reported to the Board. Treat the threshold as ongoing. Under Section 27(1)(d) of the Act the Board can inquire into a breach of a registration condition and impose a penalty.

Can a CA certify net worth for the application?

The Board decides what it accepts. A CA’s working is useful supporting evidence, and the Part A certification condition is a separate, independent assessment of the platform. See our Rule 4 explainer for how the process runs.

Consent Manager Net Worth of Rs 2 Crore: What Counts and How CAs Should Evidence It