Valuation services, organised the way regulators ask for them
Every engagement starts with the same question: what is this valuation for? The purpose determines the statute, the statute determines the basis of value, and the basis of value determines the method. Find your trigger below.
Companies Act 2013
Section 247 Registered Valuer reports for allotments, schemes and squeeze-outs.
Income Tax Act 1961
Rule 11UA / 11UAA / 11UAE certificates and assessment support.
FEMA & cross-border
Pricing certificates for FC-GPR, FC-TRS, ODI and downstream investment.
Startups & fundraising
Priced rounds, CCPS waterfalls, ESOP fair value and cap-table modelling.
Ind AS & reporting
PPA, impairment, share-based payment and Level 3 fair value support.
IBC, SEBI & disputes
Fair and liquidation value, fairness opinions and litigation support.
Registered Valuer reports under Section 247
Where the Companies Act requires a valuation, it requires it from a valuer registered with IBBI. A report signed by anyone else is not merely weaker — it does not satisfy the section, and the filing is exposed.
We issue Section 247 reports for the full range of corporate actions, with the share-price or exchange-ratio conclusion supported by at least two approaches and a written reconciliation between them.
Typical mandates
- Preferential allotment — Sec 62(1)(c) r/w Rule 13 of the Share Capital & Debentures Rules
- Sweat equity shares — Sec 54, valuing both the shares and the know-how or IP consideration
- Schemes of arrangement — Sec 230–232 share exchange ratio for mergers and demergers
- Minority squeeze-out — Sec 236 purchase price for shares of the residual minority
- Non-cash consideration — Sec 62(1)(c) where shares are issued against assets or services
- Buy-back and capital reduction — supporting fair value for Sec 66 and Sec 68 actions
Where Rule 11UA bites
- Sec 56(2)(viib) — shares issued above fair market value; the classic angel-tax exposure
- Sec 56(2)(x) — property, including shares, received for inadequate consideration
- Sec 50CA r/w Rule 11UAA — deemed full value of consideration on transfer of unquoted shares
- Sec 50B r/w Rule 11UAE — slump sale, computing the fair market value of the undertaking
- ESOP perquisite — Rule 3(8) fair market value on the date of exercise
Rule 11UA valuation that survives assessment
Angel-tax disputes are rarely lost on the method. They are lost on documentation — projections with no basis, a valuation date that does not match the allotment, or a DCF whose assumptions nobody recorded at the time.
We prepare the certificate and the contemporaneous file behind it: the source of each projection input, the build-up of the discount rate, the reconciliation to the business plan presented to investors, and a sensitivity grid. When the notice arrives two years later, the answer is already written.
Pricing certificates your AD Bank will accept first time
Under the Non-Debt Instruments Rules, inbound investment into an Indian company must not be priced below fair value, and transfers to non-residents must respect the pricing guidelines in both directions. The certificate supporting it has to show its working.
Most rejections we are asked to rescue share the same defects: financials older than the permitted window, no statement of the internationally accepted methodology applied, a valuation date inconsistent with the transaction, or a conclusion with no supporting analysis attached. Our certificates carry the full basis, the method, the date and the workings as annexures.
FC-GPR
Fresh issue of equity instruments to a person resident outside India.
FC-TRS
Transfer of shares between residents and non-residents, in either direction.
ODI
Overseas direct investment — valuing the foreign entity for the Indian investor.
Downstream
Indirect foreign investment through an Indian holding structure.
Convertibles
CCPS and CCD conversion pricing, including the conversion formula test.
Swap & merger
Share swaps involving non-resident parties and cross-border schemes.
Valuation for companies that do not fit the textbook
Negative EBITDA, a cap table with four instrument classes, and a plan that changes quarterly. These need judgement disclosed honestly, not a DCF dressed up to look inevitable.
Priced round support
Pre-money and post-money analysis, dilution modelling, and a defensible range to negotiate inside rather than a single figure to defend.
OPM backsolve
Where a recent arm's-length round exists, we backsolve total equity value from the round price and allocate across share classes using an option-pricing model.
CCPS & SAFE waterfalls
Liquidation preference, participation, anti-dilution and conversion rights modelled through the exit waterfall — so ordinary shares are not valued as if they were preferred.
ESOP fair value
Black-Scholes or binomial option valuation for the Ind AS 102 charge, plus Rule 3(8) fair market value for the perquisite on exercise.
409A-equivalent
For India-domiciled companies with US investors or a Delaware flip, valuation prepared to align with US fair-value expectations alongside the Indian certificate.
Investor-facing narrative
A short value bridge explaining what drives the number — useful when the diligence questions start and the CFO is answering alone.
Fair value your auditor can sign off
Financial-reporting valuation has a different audience: not a regulator approving a transaction, but an auditor testing a measurement against a standard. The evidence expectations are higher, and the documentation has to map to the standard's own vocabulary.
- Ind AS 113 — fair value measurement, with the hierarchy level, valuation technique and unobservable inputs documented for disclosure.
- Ind AS 103 — purchase price allocation: identifying intangibles, valuing them by relief-from-royalty, MPEEM or with-and-without, and testing the goodwill residual.
- Ind AS 102 — share-based payment, option fair value at grant with the full input table.
- Ind AS 36 — impairment testing of cash-generating units, value in use versus fair value less costs of disposal.
- Ind AS 109 — fair value of unquoted investments and financial instruments carried at FVTPL or FVOCI.
Working with your auditor
We expect to be challenged, and we prepare for it. Deliverables include an input source table, a rationale for each significant unobservable input, benchmarking against market evidence where it exists, and a sensitivity analysis on the inputs the auditor is most likely to test.
Where the audit team raises a query after issue, we respond in writing as part of the same engagement.
Valuation where the outcome is contested
Insolvency and disputed-transaction work carries a different burden: the report will be read by parties actively looking for a reason to reject it. Everything has to be traceable.
Under Regulations 27 and 35 of the CIRP Regulations, the resolution professional appoints two registered valuers per asset class to determine fair value and liquidation value. We act in the Securities or Financial Assets class, and co-ordinate with land-and-building and plant-and-machinery valuers where the corporate debtor's estate spans classes.
IBC fair & liquidation value
Reg 27 and 35 appointments, valuation of financial assets and the securities of the corporate debtor.
Fairness opinions
Independent opinion on the fairness of consideration in related-party and control transactions.
SEBI regulations
ICDR preferential issues, SAST open-offer pricing support, delisting, AIF portfolio valuation and REIT/InvIT requirements.
Litigation support
Valuation evidence and critique of an opposing expert's report for NCLT, NCLAT, arbitration and family-settlement matters.
Approaches we apply, and when
No approach is universally right. The report always states which was selected as primary, which served as a cross-check, and which were considered and rejected — with reasons.
| Approach | Method | Best suited to | Key sensitivity |
|---|---|---|---|
| Income | Discounted Cash Flow | Businesses with a credible, funded plan and predictable cash conversion | WACC, terminal growth |
| Capitalisation of earnings | Mature, stable businesses without meaningful growth inflection | Capitalisation rate | |
| Relief from royalty | Brands, trademarks and licensed technology | Royalty rate, useful life | |
| Market | Comparable companies (CCM) | Sectors with genuinely comparable listed peers | Peer set, multiple selection |
| Comparable transactions (CTM) | Control transactions where deal data is available | Control premium, deal recency | |
| Cost / Asset | Net asset value | Holding companies, real-estate heavy entities, wind-down scenarios | Asset revaluation basis |
| Replacement cost | Early-stage entities with assembled workforce and built technology | Cost-to-recreate estimates | |
| Allocation | Option pricing / backsolve | Multi-class cap tables with preference rights | Volatility, time to exit |
| Probability-weighted expected return | Companies with discrete, identifiable exit scenarios | Scenario probabilities |
What lands in your inbox
One bundle, complete, ready to attach to the filing. Nothing withheld pending a further invoice.
- Signed valuation report stating purpose, basis of value, valuation date, standards, scope and limiting conditions
- Certificate in the format the statute or the AD Bank prescribes
- UDIN and Registered Valuer credentials, for the auditor's file
- Annexures — workings, peer set, discount-rate build-up, sensitivity grid
- Management representation letter template, pre-filled for signature
- Post-issue query support for auditors, AD Banks and assessing officers
Fixed, quoted upfront
Fees below are indicative ranges for a single-entity mandate with clean data. Your actual quote is confirmed in writing after the scoping call.
| NAV-based certificate | [fee] |
| Rule 11UA / FEMA pricing | [fee] |
| DCF business valuation | [fee] |
| ESOP / option valuation | [fee] |
| Purchase price allocation | [fee] |
| Scheme / exchange ratio | [fee] |
Fee figures are placeholders. Set your own rates before publishing, or remove this card entirely if you prefer to quote privately.
Not sure which service applies?
Send the term sheet, board resolution or auditor query. We will identify the requirement and quote against it.