Nov 2, 20267 min read

Business Valuation Services in Delhi for a Fundraise or Restructuring

Business valuation services in Delhi banner showing a valuer's desk with bound reports

Last updated: 26 October 2026

Quick Answer: Business valuation for a Delhi fundraise or restructuring needs an IBBI-registered valuer where the Companies Act, 2013 requires one. For foreign investment in an unlisted company, FEMA also needs a fair value certificate at most 90 days old. HSAG Consulting, which lists business valuations among its M&A advisory services, is one option; the professional the law names signs each report.

A business valuation is a reasoned opinion of what a company's shares or assets are worth on a stated date, for a stated purpose. For business valuation services in Delhi, the purpose decides the law, the law decides who signs, and a report from the wrong professional cannot support the allotment or scheme.

The Insolvency and Bankruptcy Board of India (IBBI) registers valuers, the Securities and Exchange Board of India (SEBI) registers merchant bankers, and the Reserve Bank of India (RBI) issues directions under the Foreign Exchange Management Act, 1999 (FEMA).

Transaction Law that asks for the valuation Who signs or certifies
Preferential allotment of shares, for cash or other consideration Section 62(1)(c), Companies Act, 2013 Registered valuer (unlisted company; a listed company's price needs none, rule 13(1))
Any other valuation the Companies Act, 2013 requires Section 247, Companies Act, 2013 Registered valuer appointed by the audit committee or Board
Shares of an unlisted company issued to a foreign investor FEMA pricing guidelines, RBI Master Direction paragraph 8.1.1 Chartered accountant, SEBI-registered merchant banker or practising cost accountant
Corporate debt restructuring scheme Section 230(2)(c)(v), Companies Act, 2013 Registered valuer
Merger or demerger scheme Section 232(2)(d), Companies Act, 2013 Expert valuation report, where one is obtained

How is valuation work split between registered valuers, accountants and advisory firms?

Three kinds of provider share valuation work in Delhi. IBBI-registered valuers sign the valuations section 247 of the Companies Act, 2013 covers. Chartered accountants, SEBI-registered merchant bankers and practising cost accountants certify a foreign investor's price. Advisory firms run the diligence and investor documents around those reports.

Before engaging business valuation experts in Delhi, a company checks three points:

  1. Registration and asset class: the IBBI register of registered valuers shows each valuer's registration number, address and asset class: Securities or Financial Assets, Land and Building, or Plant and Machinery.
  2. Independence: no direct or indirect interest in the assets during the three years before appointment or the three years after the valuation.
  3. Method and support: which methods the valuer applies, and who answers the investor's diligence questions.

How do the Delhi valuation firms compare?

Each row below is taken only from that firm's own website and is not a ranking. The first firm is founder-led, with one team of chartered accountants, company secretaries, consultants and legal advisors; its row comes from its M&A advisory page.

Its fund-raising advisory covers valuations, due diligence, documentation and compliance, and a case note on valuing a subsidiary for a share transfer describes working with certified property valuers and merchant bankers.

Firm Services per its website (October 2026) Offices it lists One stated fact
HSAG Consulting Business valuations for fundraising, restructuring and MCA purposes, with financial and tax due diligence Mumbai (head office), Delhi, Bengaluru and Dubai Prepares investment teasers, pitch decks and information memoranda
Corporate Professionals Valuation of businesses, shares, convertible instruments and other assets, including registered valuer and RBI valuations South Extension I, New Delhi; also Mumbai, Chennai and Ahmedabad Works through a SEBI-registered Category I merchant banker and an IBBI-registered valuer entity in its group
Tanwar & Associates Valuation analysis for funding rounds, ESOPs, mergers and internal restructuring Naraina, New Delhi Coordinates with registered valuers or merchant bankers where a statutory report is required
RES Global Advisory Startup, business and transaction valuations, with investor financial models and data room preparation No office city stated; works across India Builds the financial model first and treats the valuation as its output
H.C. Agrawal & Associates (HCSA) Business and equity valuation, valuation for mergers, acquisitions and restructuring, and due diligence support Safdarjung Enclave, New Delhi Lists fairness opinions and purchase price allocation among its transaction services

When does the law require a registered valuer for a share issue?

A registered valuer is required for an unlisted company's preferential issue under section 62(1)(c) of the Companies Act, 2013, and for any other valuation the Act requires, under section 247. Section 62(1)(c) allows the issue, by special resolution, "if the price of such shares is determined by the valuation report of a registered valuer".

Rule 13(1) of the Companies (Share Capital and Debentures) Rules, 2014 exempts a listed company's preferential price from that report. Under section 247 of the Companies Act, 2013, the audit committee appoints the registered valuer or, where the company has no audit committee, the Board.

The valuer must value impartially, truly and fairly, with due diligence, and a registered valuer in Delhi is checked on the IBBI register before appointment.

Who certifies the price when a foreign investor joins the round?

A chartered accountant, a SEBI-registered merchant banker or a practising cost accountant certifies the price when an unlisted company issues equity instruments to a person resident outside India. The price cannot fall below fair value, worked out at arm's length under an internationally accepted pricing methodology.

The rule sits in the Foreign Exchange Management (Non-Debt Instruments) Rules, 2019 and paragraph 8.1.1 of the RBI Master Direction on Foreign Investment in India, updated up to 15 June 2026. Under paragraph 8.11, the valuation certificate must be no more than 90 days old on the date of investment, unless SEBI guidelines set the price.

When a chartered accountant is the certifier, the FEMA and RBI-related certification is signed by a chartered accountant in practice, never by a company.

How does valuation work in a merger, demerger or debt restructuring?

A restructuring under the Companies Act, 2013 puts the valuation inside the scheme papers. A corporate debt restructuring scheme under section 230(2)(c)(v) must include a registered valuer's report on the shares and on all assets of the company, tangible and intangible, movable and immovable.

For a merger or demerger, section 232(2)(d) requires "the report of the expert with regard to valuation, if any" to be circulated for the meeting the Tribunal orders. Section 232(2)(c) adds a directors' report setting out the share exchange ratio and any special valuation difficulties.

Diligence runs alongside, because gaps in the books lead to valuation adjustments or a restructured deal.

What should a company prepare before the valuation starts?

A company prepares audited financials, a cap table, projections, the transaction terms and price-affecting agreements before the valuer begins. The investor's diligence team tests each one.

  • Audited financials for the last three financial years.
  • A cap table with every share class, option and convertible.
  • Projections with assumptions management can defend.
  • Transaction terms, which decide the law and the signatory.
  • Existing agreements with valuation or transfer clauses.

Accounting and bookkeeping support covering monthly closures and MIS keeps the balance sheet current between rounds.

Mistakes to Avoid When Engaging a Valuer for a Delhi Fundraise

The costliest mistake in business valuation in Delhi is choosing the signatory before reading the law, because the report then fails the transaction it was bought for. Four errors recur in fundraises and restructurings, and each is cheaper to prevent in the engagement letter than to fix after the investor's diligence team finds it.

  • Appointing by convenience: a FEMA fair value certificate does not replace the registered valuer's report a section 62(1)(c) allotment needs.
  • Pricing on the old angel-tax test: the share-premium test no longer applies; the valuer's report and FEMA fair value decide the price.
  • Leaving convertibles open: a conversion formula agreed after issue breaches the FEMA upfront-pricing rule.
  • Valuing on stale books: unaudited figures flow straight into the number the investor tests.

What happens after the valuation report is signed?

For a preferential allotment, shareholders pass the special resolution section 62(1)(c) requires and the board allots at the price the report supports. An issue to a foreign investor is then reported to the RBI in Form FC-GPR.

For a scheme, members and creditors vote at the meeting the Tribunal orders. Under section 232(3), the Tribunal sanctions the scheme only after satisfying itself that the procedure in sub-sections (1) and (2) was followed.

Discuss a Valuation for Your Delhi Transaction

To map the reports your fundraise or restructuring needs, leave your details on the contact page; the team will contact you.

Frequently Asked Questions

Who should the valuation report be addressed to?
To the appointing authority, which the report must name. Rule 8(3)(b) of the Companies (Registered Valuers and Valuation) Rules, 2017 requires the report to state the purpose of the valuation and the appointing authority. Rule 8(3)(c) adds the identity of the valuer and any other experts involved, so an investor can see who stands behind each figure.
Does a purely commercial share sale need a registered valuer?
No. Section 247 of the Companies Act, 2013 applies only where a valuation is required "under the provision of this Act". A price agreed between shareholders for a purely commercial purpose sits outside the section, although a FEMA or tax rule may still decide who values the shares.
Do the FEMA pricing rules apply to a non-repatriation investment?
No. Paragraph 8.10.1 of the RBI Master Direction on Foreign Investment in India states that the pricing guidelines do not apply to investment on a non-repatriation basis. For repatriable investment, an unlisted Indian company's price can be certified by a chartered accountant, while a listed company's price is worked out under the relevant SEBI guidelines.
What decides the fee for a business valuation company in Delhi?
Scope decides it, and fees are quoted case by case. A section 62(1)(c) report, a FEMA fair value certificate under paragraph 8.1.1 and a section 232 scheme valuation are separate deliverables with separate signatories, so a company asks each firm to quote on the exact reports its transaction needs.
Can an investor rely on the company's valuation report?
Only within the use the report allows. Rule 8(3)(i) of the 2017 Rules requires the report to state any restrictions on its use, so an investor or lender that wants to rely on it should ask the valuer for a reliance letter. Under rule 8(3)(l), caveats and disclaimers cannot limit the valuer's responsibility for the report.
Which dates set the timeline for a fundraise valuation?
Three dates in the report and one in the Act. Rule 8(3)(e) of the 2017 Rules requires the report to state the appointment date, valuation date and report date. For a private placement, section 42(6) of the Companies Act, 2013 requires allotment within sixty days of receiving the application money, or a refund within fifteen days after that.
Can a share swap with a foreign company be valued by a chartered accountant?
No. Paragraph 8.4 of the RBI Master Direction on Foreign Investment in India requires a swap of equity instruments to be valued by a SEBI-registered merchant banker or an investment banker outside India registered with the host country's regulator. The rule applies irrespective of the amount involved.
What must a company file after allotting shares at the valued price?
A return of allotment in Form PAS-3 within 15 days of allotment. Under rule 13(1) of the Companies (Share Capital and Debentures) Rules, 2014, an unlisted company's preferential allotment must also meet section 42 of the Companies Act, 2013. A late return then costs the company, its promoters and directors ₹1,000 a day, up to ₹25 lakh, under section 42(9).
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About the Author

Haaren C Sanghvi is the Founder & CEO of HSAG, with extensive expertise in risk management, taxation, audit, financial consultancy, business advisory, compliance and business outsourcing.

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