Valuation & Deal Structuring
Every cross-border transaction in India carries two valuations: the commercial one that determines what you are willing to pay, and the regulatory one that determines what you are permitted to pay. FEMA pricing guidelines set floors and ceilings on share transactions between residents and non-residents; income-tax provisions impose their own fair-value tests with penal consequences for breach. A deal priced without reconciling these regimes invites either regulatory rejection or tax exposure — sometimes both.
We deliver both valuations as one exercise. Registered-valuer reports satisfy FEMA and income-tax requirements; commercial models — discounted cash flow, comparable transactions, contribution analysis — test what the business is actually worth to your strategy. Structuring follows valuation: we model share purchase, slump sale, itemised asset transfer, and court-approved merger routes against after-tax proceeds, stamp duty across relevant states, approval timelines, and what each route means for the liabilities you inherit.
What this covers
- Registered-valuer certificates for share issues, transfers, and swaps — compliant with FEMA and Rule 11UA requirements.
- Commercial valuation models stress-tested against diligence findings and sector benchmarks.
- Structure comparisons: share deal vs. slump sale vs. asset purchase vs. NCLT merger, quantified after tax.
- Stamp-duty planning across states — a cost line that varies severalfold by structure and geography.
- Purchase-price mechanics: locked box vs. completion accounts, earn-outs, and deferred consideration under FEMA's constraints.
Who needs this
Acquirers and investors pricing Indian transactions; sellers testing what structure maximises net proceeds; and CFOs who need the tax cost of each deal shape known before the board approves one.
How we deliver
- Structure workshop mapping your commercial objectives against the available transaction routes.
- Parallel valuation workstreams: regulatory certificates commissioned while commercial models are built.
- Decision memo comparing routes on after-tax proceeds, timeline, and risk — ready for board presentation.
Why A2 Consultants
We hold registered-valuer relationships and transaction-tax depth under one roof, so the valuation that satisfies the RBI and the model that satisfies your investment committee are never at odds with each other.
Engagement & what to expect
Engagements usually begin alongside term-sheet discussions, when structure is still a variable rather than a constraint. The structuring analysis and regulatory valuations run in parallel over two to four weeks, concluding in a decision memo your board and international counsel can act on directly. Where the transaction proceeds, we stay through completion — updating certificates as timelines move, defending methodology in diligence, and adjusting the structure analysis as negotiation reshapes the deal. Clients most often engage us again at exit, where the entry structure we designed proves its value.
Structure is chosen once and paid for over years — have the comparison done before the term sheet fixes what should still be a variable.