CORAA

Share Valuation Certificate under Rule 11UA — NAV Method Format (Unquoted Equity Shares)

A certificate of fair market value of unquoted equity shares on the NAV (book value) method of Rule 11UA of the Income-tax Rules, 1962 — FMV = (A − L) × PV/PE — used in Section 56(2)(x) / 50CA transfer pricing of shares and historically for Section 56(2)(viib) share issues.

Free · CORAA original — SA-aligned
Updated 29 Jul 2026
Type
FMV certificate — NAV (book value) method
Statutory anchor
Rule 11UA, Income-tax Rules, 1962 (r/w Sections 56(2)(x) / 50CA)
Used for
Transfer / issue pricing of unquoted equity shares
UDIN
Mandatory on every CA valuation certificate
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What’s inside

An excerpt from the template.

CERTIFICATE OF FAIR MARKET VALUE OF UNQUOTED EQUITY SHARES

[Net Asset Value method — Rule 11UA of the Income-tax Rules, 1962]

We have been requested by ___ (PAN: ___), having its registered office at ___, to certify the fair market value (FMV) of its unquoted equity shares as at ___ for the purpose of ___, on the net asset value (book value) method prescribed under Rule 11UA of the Income-tax Rules, 1962.

Prescribed Formula

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About this template

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This template follows the format published by the Institute of Chartered Accountants of India (ICAI) in the AASB Audit Working Paper Templates (June 2023), the authoritative reference for Indian statutory-audit documentation. Fill in your firm’s letterhead and the engagement details on the form above, click Download Word file, and you’ll get a fully formatted .docx ready to use.

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Common questions

FAQs.

What is the NAV formula under Rule 11UA for unquoted equity shares?
The NAV (book value) formula is FMV = (A − L) × PV / PE, where A is the adjusted book value of assets (reduced by income-tax paid net of refunds and by amounts not representing any asset), L is the book value of liabilities excluding equity capital, reserves and surplus, excess tax provisions, provisions for unascertained liabilities and most contingent liabilities, PV is the paid-up value of the shares being valued, and PE is the total paid-up equity capital. For transfers taxed under Section 56(2)(x) or 50CA, Rule 11UA(1)(c)(b) applies a closely related formula that additionally substitutes stamp-duty value for immovable property and open-market value for jewellery and artistic work.
Who can issue a share valuation certificate on the NAV method?
For the NAV (book value) method, the Rule prescribes a mechanical balance-sheet formula and does not mandate a merchant banker's report — a practising Chartered Accountant commonly certifies the computation from the audited balance sheet. A merchant banker's report is required where the discounted cash flow (DCF) route under Rule 11UA(2) is used; since a 2018 amendment, CAs cannot issue DCF valuations for this purpose.
Does Section 56(2)(viib) angel tax still apply to share issues?
No. Section 56(2)(viib) — the so-called angel tax on share premium received by closely held companies — was withdrawn by the Finance (No. 2) Act, 2024 with effect from Assessment Year 2025-26. Valuations for share issues in earlier years remain relevant for pending assessments, and Rule 11UA NAV valuations continue to matter for transfers of unquoted shares taxed under Sections 56(2)(x) and 50CA.
Which balance sheet is used for the Rule 11UA valuation?
The Rule works off the balance sheet of the company drawn up as at the valuation date or, where that is not available, the latest balance sheet drawn up before that date and approved in accordance with the definition of "balance sheet" in Rule 11U. The certificate should state which balance sheet date has been used and whether those accounts are audited.
Is UDIN mandatory on a share valuation certificate?
Yes. A UDIN generated from udin.icai.org is mandatory on every certificate issued by a practising CA, including Rule 11UA FMV certificates, and must be quoted on the face of the certificate.
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