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Finshore Management Services Limited

SEBI Reg Cat I Merchant Banker Reg. No. INM000012185

Valuation & Business Modelling

Valuation & Business Modelling

Finshore, has a successful track record of providing range of valuation services to companies across industries. Our team has an indepth experience of diverse industries and transaction, that allows us to provide comprehensive valuations services across different context and industries with ease. The team has strong credentials of having carried out more than 350 Valuations for a variety of purposes for diverse clients across Industries. We are also empanelled with BSE as an Independent Valuer for valuation of exclusively listed companies (ELCs) on Dissemination Board (DB) for providing Exit Opportunity to the Public Shareholders

Business Valuation

Business Valuation is not just calculation, it is the process to determining the business worth of company based on the business model, Industry size & promoter background. Corporate requires business valuation for taking critical decision like acquisition, Joint venture, M&A, Private Equity, Family disputes or in some cases to comply with regulatory requirements like Income tax, SEBI, RBI & Companies Act. FMSL a SEBI Registered (Cat-I) Merchant Banker has experts from all the possible sectors to determine the real economic worth of corporate (Including tangible & intangible)

Intangible/ Brand Valuations

Brands, Patents, trade mark & technical knowhow are important intangibles, thus it is important to value these intangible separately instead of allocating everything as goodwill. But the real challenge in intangible valuation is identifying the categories of Intangible because intangible can be in form of Technology, Customer, Contract, brand or Marketing. Hence for regulatory purpose also Intangible Valuation is required for Purchase Price Allocation. FMSL a SEBI Registered (Cat-I) Merchant Banker has got expertise in Intangible/Brand valuation, by using globally accepted Intangible method

M&A/ Share Swap Valuations

Calculating the synergies or determination of share exchange ratio when two companies are merged is always a challenging task. Premium paid by the buyers depends on synergies, thus for sellers premium represents their company's future prospects. Hence the real definition of synergy is value of two companies combined should be greater than the sum of the separate individual parts. Thus calculating the potential benefit achieved through the combining of companies becomes important.

Valuation for Acquisitions (Buy Side and Sell Side)

Fairness Opinion

As per Clause 24(h) of the Listing Agreement, the listed Company getting merged shall be required to obtain a "Fairness Opinion" on the Valuation done by the Valuers from an independent SEBI Registered (Cat-I) Merchant Banker. FMSL a SEBI Registered (Cat-I) Merchant Banker is committed to provide comprehensive Fairness Opinion.

ESOP and Sweat Equity Valuation

Employee Stock Option Plan/ Sweat Equity are the plans through corporate rewards stock options to the employees. ESOP Valuation is required for Accounting & Taxation purpose. Corporate books compensation Expense for issuing ESOP’s over Vesting period based on Merchant Banker Valuation & at the time of exercise, valuations required for calculation of perquisite Tax payable by employees. As per SEBI for listed companies if option pricing " method is not adopted, disclosure of the "Fair Value" is mandatory in Notes to Accounts In India only SEBI Registered (Cat-I) Merchant Banker is authorized to do ESOP valuation.

Tax Valuation

In India Tax Valuation is required to meet with the regulatory guidelines. Some popular tax valuations are Gift Tax, transfer Pricing, Tax restructuring valuations & Companies’ Law for Section 391 – 395. We at FMSL specialize in all sorts of tax valuation

FDI / ODI Valuations

As per the notification issued by the Reserve bank of India in case of Inbound & outbound transactions, valuation certificates are required to be submitted along with other relevant documents. As per RBI, for ODI transactions exceeding USD 5 Mn USD, only a SEBI Registered (Cat-I) Merchant Banker is authorized to do such valuations. FMSL a SEBI Registered (Cat-I) Merchant Banker is committed to provide comprehensive report for FDI/ODI Valuation.

Ind AS Valuation

As the principle of Ind-AS is based on Fair Value Measurement, it has led to significant increase in implementation of fair value accounting. Option Pricing Methods, Binomial Method & Motne carlo are the best methods to value complex structure. Our Ind AS Valuation service includes:- Valuation of Corporate Guarantees (Ind AS 109) | Valuation of Compounded financial Instrument | Fair Value Measurements (Ind As 113) | Valuation of Convertible Instrument (Ind As 109) | Testing of Hedge Effectiveness (Ind AS 109) | Valuation of share based Payment (Ind AS 102)

Exit Valuation/ Valuation for Delisting of Shares from Stock exchange (s)

Convertible/Complex Instrument Valuation

Now a day’s most of the firm has complex capital structure like Preference Shares / Convertible Instruments CCPS, OCPS, FCCDs. In general investor often invest in company with some preference rights like downside protection, liquidation preference. Thus value of such preference share should be higher than common preference shares. Hence allocating the value of the company among different classes of securities like Equity Shares, CCPS, and OCPS etc. is very important. FMSL a SEBI Registered (Cat-I) Merchant Banker has specialized team for Convertible Instruments Valuation

Start-up Valuation

Start-up Valuation majorly depends on Founder’s background, Business model, Business scalability & Competitive landscape. Due to unique business model & insignificant revenue, finding exact comparable or projecting the financial are also a challenge. Start-up valuation depends more on qualitative factors, thus Valuation Methodology is also different in case of start-up Valuation. At FMSL, We have specialized team for start-up Valuation, Start-up funding & Start-up mentoring.

SEBI/Stock Exchange Valuation- Exit/Takeover/Delisting Valuation

As per SEBI Preferential allotment, Open offer, Takeover, Exit opportunities and Delisting offer where shares are infrequently traded, valuation of such companies are required. FMSL is empanelled with BSE for valuation for Exclusive Listed Companies. FMSL a SEBI Registered (Cat-I) Merchant Banker has experience in SEBI / Stock Exchange Valuation.

Derivative Valuations

Build / Review of Financial Models