Rule 11UA after the 2023 amendment: what actually changed
The valuation date window, the five permitted methods for non-resident investors, and where the safe harbour does and does not apply.
Independent, statute-compliant valuation reports for fundraising, regulatory filings, financial reporting and disputes — issued by an IBBI Registered Valuer and built to withstand review by auditors, assessing officers and tribunals.
Illustrative extract. Every report carries a full basis of value, scope, procedures, sensitivity analysis and limiting conditions.
Most valuation needs arrive attached to a deadline and a regulator. We map your requirement to the right statute, the right basis of value and the right methodology — then document it so nobody has to ask twice.
Registered Valuer reports under Section 247 for preferential allotment, rights issues, sweat equity, schemes of arrangement, mergers and squeeze-outs.
Rule 11UA / 11UAE certificates for angel tax, share issue and transfer pricing of unquoted shares, slump sale consideration and capital gains support.
Pricing guideline certificates for inbound and outbound investment, supporting FC-GPR, FC-TRS, ODI and downstream investment filings with your AD Bank.
Pre-money and post-money analysis, OPM backsolve for priced rounds, CCPS and SAFE waterfalls, cap-table modelling and investor-ready value narratives.
Fair value measurement under Ind AS 113, purchase price allocation (Ind AS 103), share-based payments (Ind AS 102) and impairment testing (Ind AS 36).
Fair value and liquidation value under IBBI (CIRP) Regulations 27 & 35, plus valuations supporting SEBI ICDR, SAST, Delisting, AIF and REIT/InvIT requirements.
Anyone can produce a number. The value of an independent valuation lies in the workings behind it — the choice of approach, the defensibility of assumptions, and a file that answers the auditor's next question before it is asked.
You receive the purpose, basis of value, valuation date, standard applied and exclusions before any fee is agreed.
Quoted upfront against a defined scope. No hourly creep, no surprise line items at delivery.
A draft goes out for factual review so errors of fact are corrected before the report is signed — never the conclusion.
Signed report, UDIN, valuer credentials and the annexures your CS or auditor needs, delivered in one bundle.
The same company can carry three different values on the same day, all correct, because the statute defines the question differently. Here is the map we work from.
| Trigger | Governing provision | Basis of value | Who must sign |
|---|---|---|---|
| Preferential allotment of shares | Sec 62(1)(c), Companies Act 2013 r/w Rule 13 | Fair value | Registered Valuer |
| Issue of shares above face value | Sec 56(2)(viib) r/w Rule 11UA | Fair market value | Merchant Banker / Registered Valuer |
| Transfer of unquoted shares | Sec 50CA r/w Rule 11UAA | Fair market value | Merchant Banker / Registered Valuer |
| Inbound FDI / share transfer to non-resident | NDI Rules 2019 — pricing guidelines | Fair value (internationally accepted methodology) | CA / Merchant Banker / Registered Valuer |
| Merger, demerger or scheme | Sec 230–232 r/w Rule 6 | Share exchange ratio | Registered Valuer |
| ESOP charge in the books | Ind AS 102 / Guidance Note | Fair value of option | Registered Valuer |
| Corporate insolvency resolution | IBBI (CIRP) Regulations 27 & 35 | Fair value & liquidation value | Two Registered Valuers |
| Business combination accounting | Ind AS 103 — purchase price allocation | Fair value of identifiable assets | Registered Valuer |
Rush mandates are accommodated where the data is ready. What we do not do is compress the review stage — that is the part that keeps the report standing later.
We establish the purpose, the statute, the valuation date and the reporting deadline. NDA signed the same day.
Day 0A written scope with the basis of value, standards applied, deliverables, exclusions and a fixed fee.
Day 0–1A single consolidated IRL — financials, cap table, projections, agreements — rather than a drip of follow-up emails.
Day 1Model build, approach selection, a working session with management to test the projections, then sensitivity analysis.
Day 2–4You review facts, figures and descriptions. The valuation conclusion remains ours alone.
Day 5Final signed report with UDIN, annexures and credentials — plus responses to auditor or regulator queries afterwards.
Day 6–7Chartered Accountant and IBBI Registered Valuer in the Securities or Financial Assets class. Akshay signs every report Fiducia issues — there is no panel of subcontractors behind the letterhead.
His practice spans venture-stage fundraising, cross-border FDI pricing, financial-reporting fair value and contested valuations before tribunals. Clients typically come to Fiducia when the number needs to be explained, not just delivered: an angel-tax assessment, an AD Bank query, an auditor pushing back on a Level 3 input, or a board that needs to understand the range before it approves a price.
Private limited companies, LLPs, startups raising priced rounds, listed-company subsidiaries, family businesses restructuring, insolvency professionals needing a second valuer, and foreign investors pricing an Indian entry.
Any mandate where we already act as statutory auditor, internal auditor or tax consultant for the same entity; any engagement conditioned on reaching a predetermined value; and any valuation where the scope does not allow proper procedures.
Enter revenue, EBITDA, sector and growth, and the estimator returns an indicative equity value band using sector multiples. It is a sanity check for board conversations and term-sheet negotiations — not a valuation report, and never a substitute for one.
Sample output. Multiples are indicative mid-market ranges and are not a substitute for a Registered Valuer report.
Our AD Bank had returned the earlier certificate twice. Fiducia rebuilt the workings, documented the methodology properly, and the FC-GPR went through on the first submission.
We were mid-round with a deadline. The draft came back in four days with a sensitivity table our lead investor actually engaged with, rather than a single number nobody trusted.
The assessing officer's queries on the DCF were answered from the report itself. That is the first time I have not had to reconstruct someone else's model during an assessment.
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Short, practical explainers on the provisions our clients keep running into.
The valuation date window, the five permitted methods for non-resident investors, and where the safe harbour does and does not apply.
Six recurring defects — wrong valuation date, missing methodology disclosure, stale financials — and how to avoid a second round of queries.
How preference terms, liquidation preference and participation rights change the value of an ordinary share — and why the headline round price misleads.
A Registered Valuer is a professional registered with the Insolvency and Bankruptcy Board of India under Section 247 of the Companies Act 2013 and the Companies (Registered Valuers and Valuation) Rules 2017, in one of three asset classes: Securities or Financial Assets; Land and Building; or Plant and Machinery. A Registered Valuer report is mandatory for preferential allotments, sweat equity, schemes of arrangement, minority squeeze-outs, non-cash consideration and valuations under the Insolvency and Bankruptcy Code. Fiducia is registered in the Securities or Financial Assets class.
Five to seven working days from the date the complete information request list is answered. Straightforward NAV-based certificates can be turned around in two to three days. Complex mandates — purchase price allocations, multi-entity schemes, contested valuations — run two to three weeks. The clock starts when the data arrives, not when the engagement is signed, so assembling the IRL quickly is the single biggest lever on your timeline.
Fees are fixed and quoted upfront against a written scope. They depend on the purpose, the number of entities, whether projections need to be built or only reviewed, and the level of regulatory scrutiny expected. We do not quote as a percentage of the valuation — that would compromise independence. Send the requirement and you will have a fee in writing within one working day.
Yes. Where there is no earnings history, the approach shifts — a backsolve from a recent priced round, a venture capital method anchored to an exit scenario, a replacement-cost analysis for the assets and team built, or a scenario-weighted DCF over the funded plan. The report states plainly which method was used and why the others were rejected. What we will not do is reverse-engineer a number to match a term sheet already signed.
Yes, and it is included. Auditor queries, AD Bank clarifications, and written responses during income-tax assessment are part of the original engagement. Appearance before a tribunal or authority as an expert witness is a separately scoped engagement, but the underlying working papers are retained and available.
Not directly — those are separate IBBI asset classes requiring separately registered valuers. Where a mandate needs them (a business valuation with material real estate, or an insolvency matter covering all asset classes), we co-ordinate with Registered Valuers in those classes and integrate their conclusions into a single consolidated report, with each valuer signing their own class.
A 20-minute call is usually enough to establish the right statute, the right basis of value and a realistic deadline.