IBBI Registered Valuers

 

ESOP Valuation Services for Private Companies

Ind AS 102-compliant, defensible ESOP valuation reports prepared by our team of IBBI-registered valuers, led by Harsh Patel (CVA). Built for companies granting employee stock options.

What is an ESOP valuation?

 

An ESOP valuation measures the fair value of the stock options your company grants employees a number that has no market price, yet must satisfy your auditor, your tax position, and your board at the same time.
For a private company, that figure drives your accounting charge, your employees' tax at exercise, and your compliance under corporate law. Get it wrong and the report gets questioned; get it right and your option plan stands on solid ground.

One Grant, Three Valuations: How ESOP Valuation Works in India?

A single ESOP grant in India triggers three distinct obligations, each with its own purpose and measurement point. Most providers treat it as one deliverable; understanding the three layers is what keeps your plan defensible.

Obligation
Purpose
Framework
Measurement Point
Accounting fair value
Expense recognised over the vesting period
Ind AS 102 (share-based payment)
Grant date
Perquisite / tax FMV
Tax on the benefit to the employee
Income Tax Act, 1961
Date of exercise
Corporate-law valuation
Valuation report for share issuance, where prescribed
Companies Act, 2013
Per the relevant event

The three numbers are measured on different dates using different bases, so a report built for one purpose rarely satisfies another.
We scope all three at the outset.

ESOP Valuation Requirements Under Ind AS 102

Ind AS 102 requires you to measure the fair value of the options granted and recognise it as an employee-benefit expense across the vesting period. ESOP valuation under Ind AS 102 therefore depends on an option-pricing model, not a simple share-price multiple.

Fair Value, Not Intrinsic Value

The standard measures fair value what the option is worth given time, volatility, and the chance it ends up in the money not the bare gap between share price and exercise price.

FAIR VALUE REQUIRED

What the option is worth given time, volatility, and the probability it finishes in the money.

INTRINSIC VALUE - NOT THIS

Only the bare gap between the current share price and the exercise price.

Intrinsic value is permitted only in the rare case where fair value cannot be measured reliably which is why a defensible model sits at the center of every ESOP valuation requirement under Ind AS 102.

The Inputs Ind AS 102 Expects

Each grant needs defensible, documented inputs:

  • Expected volatility: the most judgment-heavy input for a private company
  • Expected life of the option: distinct from its contractual term.
  • Risk-free rate: aligned to the expected life.
  • Expected dividend yield: aligned to the expected life.
  • Exercise price: and the underlying share's fair value.

Each must be supported, internally consistent, and traceable that documentation is exactly what an auditor reviews.

Black-Scholes
Live Tool
Share fair value ₹120.00
Exercise price ₹100.00
Expected volatility 45%
Expected life 4.0 yrs
Risk-free rate 6.8%
Option fair value ₹ XX.XX
Sample inputs · For illustration only

Run a Black-Scholes valuation yourself

  • Enter the five inputs
  • See an indicative fair value per option, instantly.
  • Sanity-check a grant before you commission the formal report.

What your ESOP valuation report includes?

Our reports are written to stand up to scrutiny from auditors and assessors. Each engagement delivers:

  • A grant-date option fair-value report: compliant with IND AS 102.
  • The accounting-expense schedule: across the vesting period.
  • FMV workings: to support the perquisite tax position at exercise.
  • Fully documented assumptions,: model selection, and sensitivity audit-ready.
EA
ESOP Valuation Report
Ind AS 102 · IBBI Registered Valuer
Option Fair-Value Report
Prepared as per Ind AS 102 • Confidential
Model Fair value
Black-Scholes XX.XX
Binomial (Lattice) XX.XX
Selected basis XX.XX

Why ESOP valuations get questioned?

Reports are most often challenged for avoidable reasons. We build each one to withstand auditor and assessor scrutiny  every assumption sourced, every model choice explained, every number traceable.

Borrowed volatility.
Taking a listed company's volatility wholesale, without adjusting for size and stage.

Expected vs contractual term. Defaulting to the contractual term instead of modelling real exercise behaviour.

Wrong measurement date.
Using a date that
doesn't match the obligation being measured.

Thin documentation.
Leaving assumptions unsupported, so the number can't be followed or defended.

Why choose Equirium Analytics?

For India regulatory valuations, your report is prepared by our team of IBBI-registered valuers.

Independence.
We are not your investor or your counterparty. The valuation is unbiased, which is exactly what makes it defensible.

Technical depth.
Five years of valuation engagements across Indian regulatory work, applied to the specific demands of a IND AS 102.

Confidentiality first.
We work NDA-first; your financials, cap table, and deal terms stay protected.

Clear turnaround.
A clearly defined timeline is agreed upon from the outset, ensuring your share allotment process stays on track.

Our Process in Delivering ESOP Valuation Report

01

Consultation

Scope your grant, plan, and reporting needs.

02

Information

Collect cap table, grant terms, and financials.

03

Analysis

Derive inputs, select and run the model.

04

Draft review

Walk you and your auditor through assumptions.

05

Final deliverables

Signed, documented valuation report.

06

Ongoing support

Refreshes for new grants or reporting cycles.

Frequently Asked Questions

1Is a fresh ESOP valuation required for every new grant?
Yes. Ind AS 102 requires fair value to be measured at the grant date of each option grant. Because the underlying share price, volatility, risk-free rate, and expected life can all change between grants, a valuation performed for an earlier grant cannot be reused for a later one. Each grant date produces its own fair value and its own expense schedule.
2Does the company need a separate valuation for the tax perquisite at exercise?
Yes. The accounting fair value under Ind AS 102 is measured at the grant date and is not updated afterwards. The perquisite value for income tax, however, is based on the fair market value of the shares on the date of exercise, less the exercise price paid by the employee. These are two different numbers measured on two different dates for two different purposes. We scope both requirements at the outset so neither is missed when the time comes.
3What documents and information are needed to start the engagement?
At a minimum, we need the ESOP scheme document, the board or compensation committee resolution approving the grant, the grant letter terms (exercise price, vesting schedule, contractual term), the company's latest audited financials, and the current cap table. For volatility estimation, we may also request details on the company's industry segment, revenue stage, and any recent funding round valuations. We share a structured checklist at the start of every engagement.
4How long does an ESOP valuation typically take?
For a standard grant with complete information, the report is typically delivered within 7 to 10 working days from the date we receive all required documents. Complex plans with multiple tranches, graded vesting, or performance conditions may take longer. We agree on a clear timeline at the outset and flag any dependencies that could affect delivery, so your share allotment process stays on schedule.
5What is the difference between expected life and contractual term of an option?
The contractual term is the maximum period stated in the ESOP scheme during which the option can be exercised. The expected life is the period the option is actually expected to remain outstanding, accounting for the fact that employees tend to exercise early, forfeit unvested options, or leave the company before expiry. Ind AS 102 requires the expected life, not the contractual term, as the input to the pricing model. Defaulting to the contractual term is one of the most common reasons ESOP reports are questioned.
6What is the difference between expected life and contractual term of an option?
The contractual term is the maximum period stated in the ESOP scheme during which the option can be exercised. The expected life is the period the option is actually expected to remain outstanding, accounting for the fact that employees tend to exercise early, forfeit unvested options, or leave the company before expiry. Ind AS 102 requires the expected life, not the contractual term, as the input to the pricing model. Defaulting to the contractual term is one of the most common reasons ESOP reports are questioned.
7Which option-pricing model is used for ESOP valuation under Ind AS 102?
Ind AS 102 does not mandate a single model. The two most widely used are the Black-Scholes model and the Binomial (lattice) model. Black-Scholes works well for straightforward grants with a single vesting date. The Binomial model is better suited when the plan has graded vesting, early exercise features, or performance conditions that affect exercise behaviour. We select the model based on the specific terms of your plan and document the rationale in the report.
8How is expected volatility estimated when the company is unlisted?
Since a private company has no traded share price history, volatility is derived from a set of comparable listed companies matched by industry, size, and business stage. The peer set is adjusted for differences in capital structure, operating leverage, and growth profile. This is the most judgment-intensive input in the entire valuation, and auditors scrutinize it closely. Our reports include full peer selection criteria and the adjustments applied.

Let's value your option plan, defensibly.

Talk to our valuation team about your grant terms, company stage, and reporting timeline.

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