When it comes to foreign investments whether inbound or outbound valuation compliance under FEMA (Foreign Exchange Management Act) and RBI (Reserve Bank of India) regulations is mandatory. These valuations serve as the basis for pricing of equity shares, compulsorily convertible instruments, or other securities transferred between residents and non-residents.
The Reserve Bank mandates that such transactions be supported by a valuation report from a SEBI-registered merchant banker or a chartered accountant using internationally accepted methodologies. Whether it is foreign direct investment (FDI), rights issues to non-residents, or sale of shares by residents to foreign entities (or vice versa), pricing must be justified and documented.
Our team provides FEMA-compliant valuation reports that fulfill all RBI documentation and filing requirements under various schedules and rules. This includes compliance with Rule 21 of FEMA (Non-Debt Instruments) Rules, 2019, and relevant RBI Master Circulars.
We also guide clients on appropriate valuation methodologies Discounted Cash Flow (DCF), Net Asset Value (NAV), or Comparable Companies’ Multiples depending on the nature of the business and transaction.
We have deep experience handling valuations for startups, listed/unlisted companies, ESOP buybacks, capital infusions, and strategic stake transfers. All reports are crafted to meet the scrutiny of RBI, Authorised Dealer Banks (ADs), and auditors.
With our support, businesses can avoid regulatory delays, ensure full documentation, and confidently move ahead with compliant cross-border transactions.
Complete assistance in preparing valuation annexures and submissions.
FEMA valuation support for startups raising foreign capital.
We don’t believe in one-size-fits-all auditing. At Pawan Lohia & Associates, every Risk-Based Internal Audit begins with an in-depth understanding of your business model, industry dynamics, and regulatory exposure. Our team collaborates closely with your internal stakeholders to prioritize risk areas, define scope, and execute detailed audits with a strategic lens.
Valuation is required when there’s a transfer of capital instruments (shares, debentures, etc.) between a resident and a non-resident, or during issuance of such instruments to foreign investors. RBI mandates that these transactions follow prescribed pricing guidelines and be supported by a fair valuation report.
The valuation report must be issued by a SEBI-registered Category I Merchant Banker or a Chartered Accountant. In some specific cases, Merchant Banker valuation is mandatory (e.g., for companies with complex equity structures or investments over prescribed thresholds).
Typical documentation includes the valuation report, Form FC-GPR (for share issue), Form FC-TRS (for transfer), FEMA declaration, KYC of foreign investor, and shareholding structure. These are submitted via the RBI’s FIRMS/SMF portal.
Non-compliance can attract penalties under FEMA, including fines, reversal of transactions, or future restrictions on foreign dealings. Accurate, timely valuation ensures regulatory safety and smooth future dealings.
Yes. If a startup raises FDI or issues shares to foreign investors even via SAFE notes or convertible instruments a FEMA-compliant valuation is required. DCF is commonly used in such cases, considering future projections and growth potential.