The hard part of a valuation isn't the number. It's acceptance.
Almost nobody commissions a valuation because they are curious what their company is worth. Somebody has asked for one: an investor, an acquirer, a bank, an auditor, a tax officer, a regulator, a court. Each of them has a different idea of what a valuation report is, who is allowed to produce it, and what has to be inside it. In India three separate bodies of law answer that question three different ways for the same transaction, and two of those answers changed during 2026. These pages set out which valuation you actually need, who can sign it, and how the number gets built.
- Written against the law and the standards in force at August 2026, including the Income-tax Act 2025, the Income-tax Rules 2026 and the securities and insolvency changes made between December 2025 and April 2026
- Independent of the transaction. We do not sit on both sides of a number we have signed
- Every date, section reference and figure on these pages is recorded in a claims register with its source, and anything we could not confirm is marked rather than smoothed over
What we actually do differently
We start from who is asking
The first question in any valuation engagement is not which method to use. It is who the report is for, under which law, and what happens to it after you receive it. A report that is technically excellent and signed by the wrong person is not a report, it is a rejected filing. We settle that before doing any analysis, because it changes the scope, the certifier and the cost more than any methodology choice does.
We do not treat three regimes as one
A single round of funding from a foreign investor can require a registered valuer under company law, a chartered accountant or merchant banker under exchange control, and a separate fair value exercise for the accounts. These are different reports written to different rules. A great deal of published material blurs them into a generic "valuation certificate", and that is where filings get returned.
We check the law that applies today
Between December 2025 and April 2026 the Takeover Regulations and the sweat equity regulations changed who may carry out specified valuations, IBBI adopted International Valuation Standards for valuations under the Insolvency and Bankruptcy Code, and the Income-tax Act 2025 and the Income-tax Rules 2026 replaced the earlier statutory and rules framework governing tax fair market value. Those are four changes of three different legal characters, not one event. Content written before them is not slightly out of date. It is wrong. We check against primary sources during the build and record what we checked.
Five situations that put a valuation in front of an Indian finance team
You are raising money
An investor has agreed a price and now somebody has to justify it on paper. If the money is coming from outside India there is a second, separate pricing test to satisfy, with a different list of people who may certify it. If the instrument converts, the conversion formula has to be fixed at the outset rather than left to a future round.
You are buying, selling or restructuring
A share exchange ratio for a scheme, a price for a business transfer, an open offer price under the Takeover Code, a floor price for a delisting. Each has its own statutory pricing formula, and in several of them the formula sets a floor that your negotiated price has to clear rather than a price you are free to agree.
Your auditor has asked for a fair value
A purchase price allocation after an acquisition, an impairment test, a share based payment charge, a level 3 financial instrument. This is valuation performed to an accounting standard, for the accounts, and the auditor is the reader. It is a different exercise from a transaction valuation even when the subject is identical.
A tax position depends on the number
The receipt of shares below fair market value, the transfer of unquoted shares, the perquisite value of an employee stock option on exercise, a transfer pricing position on intra-group intangibles. The tax rules prescribe their own methods, and following the accounting fair value instead is a common and expensive mistake.
You need to know what an intangible is worth
A brand, a customer base, a patent portfolio, a technology stack. Sometimes for the accounts after an acquisition, sometimes for a licence negotiation or a transfer pricing file, sometimes because it is the only asset left that is worth anything.
You have been handed a valuation and do not trust it
A second opinion on somebody else's report is a legitimate engagement and often the most useful one. Most weak valuations fail on assumptions and on the choice of comparable rather than on arithmetic, and those are visible to a reader who knows where to look.
How an engagement is put together
1. Establish the purpose and the reader
Which law or standard requires the valuation, who receives the report, what they will do with it, and therefore who is permitted to sign it. One conversation, and it changes the shape of the job more than anything that follows.
2. Fix the basis of value and the date
Fair value, fair market value, market value and enterprise value are not synonyms, and the statute or standard usually dictates which one applies. The valuation date is equally prescribed and is frequently not the date you are doing the work.
3. Gather and challenge the inputs
Financial statements, the business plan, the cap table, the contracts. The forecast is the single largest driver of most valuations and the part most likely to have been prepared for a different audience.
4. Apply the methods, then reconcile them
Where more than one approach is credible we run more than one and explain the difference rather than presenting a single number with the workings hidden. A reconciliation that cannot be explained is a signal to go back to the inputs.
5. Write it so it survives being read by an opponent
A valuation report is read by a tax officer, an auditor, an acquirer's adviser or a tribunal, none of whom are on your side. Assumptions, sources and limitations are stated explicitly, because an unstated assumption is the thing that gets attacked.
Five guides, each written for one reason somebody needs a valuation
Guide 1 is the one to read first whatever brought you here, because it answers the question that decides everything else: which regime applies and who is allowed to sign. Guides 2 to 5 take the four situations in turn, a transaction, a funding round, a set of accounts, and an intangible asset.
Who Can Sign a Valuation Report in India, and When You Need One
The registered valuer regime, the three asset classes, and the awkward fact that company law, exchange control and securities regulation each name a different certifier for the same deal. Includes what changed between December 2025 and April 2026, and what is still only a Bill.
Valuation for Mergers, Acquisitions and Business Transfers
Share exchange ratios for a scheme, business transfer pricing, open offer pricing under the Takeover Code, delisting floor price and the fixed price route, and where control premium and marketability discount genuinely belong rather than where they are usually applied.
Valuation for Fundraising, Convertibles and ESOPs
Pre-money and post-money, the two separate pricing tests a foreign-funded round has to pass, convertible instruments and the upfront conversion formula, what the abolition of angel tax did and did not change, employee stock options, sweat equity and section 409A.
Valuation for Financial Reporting: Purchase Price Allocation, Fair Value and Impairment
The fair value definition and the three level hierarchy, purchase price allocation after an acquisition, contingent consideration, goodwill impairment, and the level 2 and level 3 instruments that generate most of the audit questions.
Valuing Intangible Assets, Brands and Intellectual Property
Why an intangible is recognised apart from goodwill, the four methods that do nearly all the work, contributory asset charges, what is deliberately never recognised, and the three settings outside a purchase price allocation where an intangible valuation is commissioned.
A valuation you commissioned is not automatically a valuation somebody else has to accept
The certifier has to be the right one
The most common reason a valuation is rejected is not that the number is wrong. It is that the report was produced by somebody the relevant rule does not recognise for that purpose. A registered valuer's report is mandatory in several places under the Companies Act 2013 and is not what the exchange control pricing rules ask for. Guide 1 works through this in detail.
The purpose has to match
A report prepared for one purpose is not transferable to another simply because the subject and the date are the same. Basis of value, the standard applied, the scope of work and the limitations all differ, and a competent reader will check the purpose paragraph before anything else. Reusing a report is cheap right up to the point where it is refused.
Send an enquiry
Tell us what triggered the requirement: a round you are closing, a transaction, a filing, an auditor's question, or a report somebody has handed you that you want a second view on. It helps to say who is going to read the result. A partner replies within one business day.
This page is general information, not professional advice. Company law, exchange control, securities regulation, tax law and the accounting standards that sit behind a valuation all change frequently, and several of them changed materially in 2025 and 2026. How any of it applies depends on your own facts. Take professional advice before acting on anything on this page. We are happy to be that adviser, but we do not act on a web page, ours or anyone else's, without one.