Services for clients across India. Applicable state, sector and professional requirements are assessed before an engagement.
Cross-border share transactions carry pricing guardrails: what a non-resident may pay coming in, and what price governs going out, is bounded by FEMA's pricing guidelines and evidenced by a valuation. The certificate is short; the working papers behind it are what an AD bank or the RBI's reporting system will lean on.
When this service is typically required
- Foreign investment is coming in by fresh issue (FC-GPR reporting follows)
- Shares are moving between a resident and a non-resident (FC-TRS pricing support)
- A rights issue, ESOP exercise by non-resident employees, or transfer needs pricing evidence — context in the valuation guide
- An AD bank has asked for a valuation certificate per the applicable guidelines
- Annual FLA reporting or diligence has surfaced pricing questions — FLA return basics
Indicative scope
- Identification of the applicable pricing guideline for the specific transaction and instrument
- Valuation per an internationally accepted pricing methodology, documented
- Certificate/report in the form the AD bank requires, with working papers
- Coordination with the company's FC-GPR/FC-TRS filing team on figures and dates
Key points at a glance
| Item | Position |
|---|---|
| Inbound issue/transfer to non-resident | Price not below the guideline valuation (floor) |
| Outbound transfer to resident | Price not above the guideline valuation (cap) |
| Methodology | Internationally accepted pricing methodology, applied and documented |
| Interface | Valuation feeds FC-GPR/FC-TRS timelines — dates matter |
Deliverables
The valuation certificate/report in AD-bank-ready form, the methodology working papers, and a transaction note aligning the valuation date with the reporting timeline.
Information and documents generally required
Transaction documents (SSA/SPA/board resolutions), financials and projections, cap table, prior valuations if any, and the AD bank's specific format requirements where communicated.
Engagement process
Client responsibilities, assumptions and reliance
Transaction structure, documentation and filings are the company's (with its legal/CS team); the valuation relies on the records provided and speaks as on its date for the stated transaction.
Scope exclusions
FEMA legal opinions, compounding proceedings, and the FC-GPR/FC-TRS filings themselves (available separately). Where a purpose requires a different certifying professional under the applicable regulation, that is identified at scoping.
Frequently asked questions
Is one valuation enough for both FEMA and income-tax?
Sometimes the same analysis serves both, but the frameworks differ in method menus and direction (floor vs cap). The engagement documents each applicable position rather than assuming one certificate fits all.
The AD bank wants its own format. Do you match it?
Yes — formats vary by bank; the certificate is issued to the bank's requirement with the same underlying working papers.
We missed the reporting timeline. Does valuation fix that?
No — valuation evidences pricing; delayed reporting has its own consequences (late submission fees/compounding), which sit with the filing workstream. Flagging it early is part of the transaction note.
Can the price differ from the valuation?
The parties may price within what the guideline direction permits (above the floor coming in; up to the cap going out). The certificate establishes the boundary, not the negotiation.
Is acceptance by the bank or RBI assured?
No professional can assure regulatory acceptance; the deliverable is a guideline-consistent, documented valuation that answers the questions banks actually ask.
The applicable scope, documentation, professional responsibilities and timelines are agreed in an engagement letter before commencement.
FDI & FC-GPR ComplianceFLA Return FilingStartup Valuation (11UA)Request a Scope DiscussionThis page describes the service in general terms as on 6 August 2026 and is not professional advice or an assurance of any outcome. Registrations, filings, refunds and departmental outcomes depend on facts and the concerned authority. Figures and due dates change; verify current positions before acting.
| Compliance | Due | Note |
|---|---|---|
| FLA return (RBI) | 15 July (annual) | All entities with FDI/ODI on books |
| FC-GPR | 30 days from allotment | For fresh foreign investment |
| Valuation report (Rule 11UA / FEMA) | Before issue price is fixed | Method and valuer depend on route |
| ESOP: board/valuation/PAS-3 chain | Event-based | Perquisite TDS on exercise |
| DPIIT recognition | Anytime (before benefits) | Needed for 80-IAC and angel-tax relief |
Dates as generally applicable on 15 July 2026; extensions/notifications can change them — confirm current dates before relying.