Valuation Under SEBI

Secure Your Transaction with Defensible, Compliance-Ready Valuation Reports

For listed companies in India, valuation is not just a financial exercise it is a strict regulatory obligation monitored by SEBI. Every corporate action, from issuing new shares to executing a merger or delisting, requires an independent, audit-ready valuation report. We deliver SEBI-compliant valuation reports built to withstand the scrutiny of Stock Exchanges, SEBI, and the NCLT covering Preferential Issues, Mergers, Open Offers, ESOPs, and Delisting under SEBI ICDR, LODR, and SAST Regulations.

  • 100% SEBI Compliance Assured
  • Certified by IBBI Registered Valuer
  • Exchange & NCLT Filing Ready
  • End-to-End Transaction Support

Trusted SEBI Valuation Advisors in India

My Valuation specializes in SEBI-compliant valuation for listed entities advising CFOs, Company Secretaries, independent directors, and promoters on all corporate actions governed by SEBI ICDR, LODR, and SAST Regulations across India.

Our team is led by CA Parth Shah, IBBI Registered Valuer (IBBI/RV/06/2020/13086), backed by BSE/NSE enrolled analysts and SEBI Registered Merchant Bankers - the certified professionals authorized for each specific SEBI valuation type.

In the world of listed securities, we function as dedicated governance gatekeepers. We are the independent voice that Corporate Boards and Audit Committees rely on to certify that every transaction is conducted at Arm's Length protecting both directors and shareholders from regulatory risk and shareholder litigation.

SEBI Valuation Services We Offer

We provide complete valuation support for every corporate action trigger under SEBI Regulations:

Protecting Your Board with Independent Fairness Opinions

In high-stakes corporate restructuring, every decision a Board makes is under scrutiny. Under SEBI (LODR) Regulations, any Scheme of Arrangement Merger or Demerger submitted to the NCLT must be accompanied by a Fairness Opinion from an independent expert. Without it, the Stock Exchange will not issue a No-Objection Certificate for the scheme. There are no exceptions.

A robust Fairness Opinion is more than a compliance document; it is a legal shield for directors. It independently validates the Swap Ratio, certifying that the terms of the transaction are fair to all classes of shareholders, including the minority public float. This protects directors from potential shareholder litigation that can arise months or years after the scheme is approved.

My Valuation provides Fairness Opinions that are accepted by Stock Exchanges and the NCLT prepared with full methodology documentation and designed to hold up under questioning from any party.

  • Sample Report

SEBI Compliant Report

Valuation report for listed companies fully compliant with SEBI regulations, for open offers, buybacks, delisting, and related-party transactions.

SEBI Regulations That Require a Valuation Report

Every SEBI regulation has a different valuation trigger, a different purpose, and a different authorised signatory. Here is the complete reference:

SEBI Regulation Valuation Required For Authorized Valuer
SEBI (ICDR) Regulations, 2018 Floor Price for Preferential Issue, QIP, Rights Issue SEBI Registered MB / CA
SEBI (LODR) Regulations, 2015 Fairness Opinion for Mergers, Demergers, RPT certification IBBI Registered Valuer / MB
SEBI (SAST) Regulations, 2011 Open Offer Price for Takeovers SEBI Registered MB / CA (10 yrs exp.)
SEBI (SBEB & SE) Regulations, 2021 ESOP Exercise Price & Accounting Cost IBBI Registered Valuer / MB

Getting New Share Issue Pricing Right Under SEBI ICDR

Raising capital through a Preferential Issue or Qualified Institutions Placement (QIP) is not as simple as choosing a price. SEBI (ICDR) Regulations mandate a specific Floor Price formula and your issue price cannot go below it.

The Floor Price is calculated using the Volume Weighted Average Price (VWAP) over a 90-day and 10-day period as prescribed. Errors in this calculation can lead to Stock Exchange rejection, regulatory queries, and deal delays.

We perform the mandatory calculations under SEBI (ICDR) Regulations, covering:

  • Pricing compliance for equity and convertible securities issuance as prescribed
  • Verification of all regulatory conditions applicable to the allotment
  • Alignment with SEBI-mandated disclosures, board approvals, and shareholder resolutions

Every report includes exact calculation of logs - proof for the Stock Exchange that shares are not being issued below the regulatory minimum.

Valuation for Takeovers, Open Offers & Delisting

SEBI SAST - Open Offer Compliance When an acquirer crosses the shareholding threshold under the Takeover Code, a mandatory Open Offer to public shareholders is triggered. The offer price cannot be set at the acquirer's discretion; it must be determined by analyzing historical trading volumes (VWAP), previous acquisition prices, and fundamental value parameters prescribed under SEBI (SAST) Regulations. My Valuation provides the independent valuation report that establishes this compliant offer price protecting both the acquirer and the public shareholders.

Delisting - Floor Price & Reverse Book Building For companies seeking to go private through voluntary delisting, we calculate the Floor Price that serves as the base for the Reverse Book Building (RBB) process. A correctly calculated and independently certified floor price ensures the exit offer is SEBI-compliant and provides a strong, defensible benchmark for promoter-shareholder negotiations throughout the RBB.

Ready to File with the Exchange?

Don't let a calculation error delay your listing approval or invite a regulatory probe. Get a precise, compliant, and defensible SEBI valuation report.

When Do You Need SEBI Valuation?

Formal valuation is triggered by specific corporate actions under SEBI Regulations:

Who Needs a SEBI Valuation?

CFOs of Listed Companies

Company Secretaries

Independent Directors

Promoters & Lead Managers

PE & VC Funds / AIFs

Investors & Family Offices

What a Professional SEBI Valuation Delivers

Regulatory Shield


Board Protection


Deal Confidence


Minority Shareholder Trust


Valuation Methods We Apply for SEBI Compliance

Unlike IT Act or FEMA valuations where a single method is prescribed, SEBI transactions often require multiple methods simultaneously; a merger of Fairness Opinion may need DCF, CCM, and NAV together. We apply each with full regulatory compliance:

Income Approach DCF

Future cash flows projected to determine intrinsic value ideal for high-growth firms, merger swap ratios, and fairness opinions requiring forward-looking analysis.

Market Approach Relative

Benchmarks against comparable listed peers (CCM) and recent transaction multiples (CTM) are essential for open offer pricing and preferential allotment floor verification.

Asset Approach NAV

Net Asset Value and replacement cost analysis used for investment companies, delisting floor price, and distressed situations.

Option Pricing Models

Black-Scholes, Binomial, and Monte Carlo models for ESOP valuation and complex convertible instruments in listed companies SEBI SBEB compliance.

The SEBI Regulatory Framework We Work Within

We navigate all five major SEBI regulations to ensure your corporate action is compliant on every front:

SEBI (ICDR) Regulations, 2018

Floor Price calculations and mandatory disclosure requirements for Preferential Issues, QIPs, and Rights Issues equity and convertible securities.

SEBI (LODR) Regulations, 2015

Fairness Opinions for Schemes of Arrangement, Related Party Transaction certification, and Board assurance for listed company governance requirements.

SEBI (SAST) Regulations, 2011

Open Offer price determination for takeovers VWAP-based computation ensuring compliance with the Takeover Code and minority shareholder protection.

SEBI (SBEB & SE) Regulations, 2021

ESOP valuation, exercise price determination, and accounting cost computation for listed company employee equity schemes under Ind AS 102.

How We Deliver Your SEBI Valuation - 5 Steps

01

Requirement Analysis

We identify the valuation objective and regulatory context M&A swap ratio, fundraising floor price, or open offer and define the exact scope, method, and required certification before any work begins.

02

Data Collection

Audited financials, future projections, and relevant trading data from Stock Exchanges including VWAP history for ICDR calculations and management representations for the Fairness Opinion.

03

Financial Modelling

Detailed DCF, CCM, and NAV models built and stress-tested for key variables growth rates, margins, and discount rates ensuring the report is robust under regulatory questioning.

04

Draft Discussion

We review assumptions with your management and legal team ensuring the report reflects business reality and meets governance requirements before finalization.

05

Final Report

Signed, audit-ready report issued with all methodology documentation and compliance certificates ready for Stock Exchange, NCLT, or SEBI submission. Delivered in 5-7 business days.

What's Inside Our SEBI Valuation Report

Every report we issue is a comprehensive document built for regulatory submission and external defense:

Executive Summary
Methodology Rationale
Detailed Valuation Workings
Key Assumptions & Risk Factors
Applicable Standards & Framework
Source Data & Representation Log

Trusted by 500+ Companies
to Raise Over ₹1500 Crore

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Need a Certified SEBI Valuation Report?

From preferential issue of floor prices to merger fairness opinions - My Valuation delivers compliant, exchange-ready reports in 5-7 business days.

    Frequently Asked Questions

    Who is authorized to sign a SEBI valuation report in India?
    What is the Floor Price under SEBI (ICDR) Regulations?
    Is a Fairness Opinion mandatory for mergers under SEBI?
    What is the difference between SEBI valuation and Companies Act valuation?
    How is the Open Offer price determined under SEBI SAST?
    Do listed companies need valuation for ESOP grants?
    What documents are required for a SEBI valuation report?
    How long does the SEBI valuation process take?
    Is SEBI valuation required for Related Party Transactions?
    Can a SEBI valuation report be used for bank loans or financing?