IBBI Registered Valuers

Private Placement Valuation Services for Section 42 Share Issues

Defensible, regulator-ready valuation reports that justify your issue price prepared by our team of IBBI-registered valuers, led by Harsh Patel (CVA). Built for companies raising capital through private placement.

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When you issue shares or other securities to identified investors under Section 42 of the Companies Act, 2013, the price you set has to be backed by an independent valuation. A registered-valuer report is what turns your chosen price into a defensible, compliant number one that satisfies your board, your investors, and the regulatory record. Equirium Analytics prepares that report.

Harsh Patel

What is a private placement valuation?

A private placement valuation is an independent assessment of the fair value of securities a company offers to a select group of investors, used to justify the issue price under Section 42 of the Companies Act, 2013. For unquoted companies, this valuation must be carried out by a registered valuer, and the resulting private placement valuation report becomes part of the company's compliance record for the issue.

In practice, the valuation of private placement securities supports the price at which equity shares, preference shares, or convertible instruments are allotted protecting the company and its directors by showing the price was set on a reasoned, independent basis rather than an arbitrary one.

When do you need a private placement
valuation under Section 42?

You need a registered-valuer valuation whenever your company issues securities on a private placement basis to identified persons and has to justify the price. Common triggers include:

Trigger cards

Equity fundraising — issuing shares to angels, seed, or institutional investors in a priced round.

Preference shares and convertibles — pricing CCPS, OCPS, CCDs, or other instruments at issue.

Bridge and follow-on rounds — where a fresh, current valuation is required for the new allotment.

Investor and board due diligence — investors increasingly ask for an independent report before they subscribe.

Where foreign investors participate, the issue may also need to meet FEMA pricing guidelines, and the same transaction may attract Rule 11UA considerations under the Income Tax Act, 1961. The applicable price floor and method can differ across these frameworks, so the valuation has to be built with the full picture in view.

Specimen
Valuation ReportIBBI Registered Valuer
Business Valuation Report
Prepared as per Applicable Standards • Confidential
MethodologyValue
DCF MethodXX.XX
Comparable Co.XX.XX
Weighted Avg.XX.XX
PDF Report

What your private placement valuation report includes

Our reports are written to stand up to scrutiny from regulators, auditors, and incoming investors. Each engagement delivers:

  • Fair value per security, with the basis of value clearly stated.
  • Method selection and rationale, why the chosen approach fits your security type and stage.
  • Key assumptions and inputs, documented transparently so the number can be followed and defended.
  • Sensitivity to core drivers, where the security type and data allow..
  • A signed registered-valuer report, formatted for your Section 42 record and investor data room.
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Our valuation methodology for Private Placement Valuations

We select the approach to fit the company, the security, and the stage not the other way round.
The three primary approaches we work with are:

Income approach (DCF)

Discounted cash flow, suited to
going concerns with a reasonable
basis for projecting future
cash flows.

Asset approach (NAV)

Net asset value, often relevant for
unquoted shares and asset-heavy or
early-stage companies with limited earnings history.

Market Approach

Comparable companies and
comparable transactions, applied
where credible benchmarks
exist.

For convertible and preference instruments, we factor in the specific terms conversion rights, preference, and any embedded options so the valuation reflects what the investor is actually subscribing to. Where more than one method is relevant, we reconcile them and explain the weighting.

Why choose Equirium Analytics ?

For India regulatory valuations, your report is prepared by our team of IBBI-registered valuers, led by Harsh Patel (NACVA Certified Valuation Analyst). What that means for you:

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 Section 42 issue.

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.

Who we serve ?

We prepare private placement valuations for,

  • startups raising bridge, seed, and Series rounds;
  • established private companies issuing fresh equity or instruments;
  • companies bringing foreign investors onto the cap table who need FEMA-aware pricing alongside Section 42 compliance.

Our process for delivering the Private Placement Valuation Reports

1
Consultation
— we understand the issue, the security, the investors, and your timeline.
2
Information
— we share a focused checklist; you provide financials, cap table, and term details.
3
Analysis
— we build the valuation using the methods that fit your case.
4
Draft review
— we walk you through the draft, assumptions, and number before finalising.
5
Final report
— you receive the signed, Section 42-ready valuation report.
6
Ongoing support
— we remain available for investor or auditor queries on the report.

Frequently Asked Questions

1Who can issue a valuation report for a private placement under Section 42?
For an unquoted company, the valuation must be carried out by a registered valuer. At Equirium Analytics, these reports are prepared by our team of IBBI-registered valuers. Talk to us to confirm what your specific issue requires.
2Is a registered-valuer report mandatory for every private placement?
A valuation report is central to justifying the issue price for securities of unquoted companies under Section 42. Whether and exactly how it applies depends on the security and the issuer, so we recommend a short consultation to confirm your position for your specific transaction.
3Can the same report be used for Rule 11UA and FEMA compliance?
These frameworks can apply to the same transaction but use different pricing rules and methods, so the floors may not match. We build the valuation with all applicable frameworks in view and tell you clearly where a single report can serve and where it cannot.
4How long is a private placement valuation report valid?
Valuations reflect a specific valuation date and a specific set of facts. If the allotment is delayed materially or circumstances change, a refreshed valuation is usually advisable. We'll flag the right approach for your timeline during the engagement.
5What information do you need to start?
Typically your latest financial statements, the current cap table, details of the security and its terms, the proposed investors, and the intended valuation date. We provide a tailored checklist after the first consultation.
6How long does a private placement valuation take?
Turnaround depends on the company's complexity and how quickly information is available. We agree a clear timeline at the outset and work to it.
7What happens if securities are issued below the valued price?
Issuing below an independently assessed fair value can create regulatory and tax exposure for the company and its investors. The purpose of the valuation report is precisely to give you a defensible price to issue at and to flag the risks before you allot.

Ready to price your issue with confidence?

  • Independent, audit-defensible Private Placement valuation reports
  • For established private companies issuing fresh equity or instruments;
  • Trusted by corporates, PE firms & legal advisors across India.