Valuation Advisory Services in Bangladesh
Valuation advisory is the work of assembling, normalising and evidencing the numbers a business valuation rests on. PayrollBD prepares the employment-cost and payroll record side of that file for companies operating in Bangladesh. It then goes to the chartered accountant or licensed surveyor who signs the valuation report itself.
A valuation can be commissioned for a share transfer, an investor round, a tax assessment or a group restructuring. In each case the employment liabilities sitting on the balance sheet are the least documented part of the file. This page sets out which of those liabilities the Bangladesh Labour Act, 2006 creates, what each one is measured against, and which record proves it.
What does valuation advisory cover in Bangladesh?
Valuation advisory covers everything that happens before a signature. That means fixing the purpose and the valuation date. It means assembling the financial and employment records, normalising recurring statutory charges, and reconciling what the books show against what the statute requires. PayrollBD carries the payroll, employment-cost and record-assembly part of that work. Each area produces a documented file rather than an opinion. The professional who signs the report works from evidence traceable to a register, a payslip or a filing.
- A fixed valuation date — Every liability is measured at one date, and every record we hand over is cut to it.
- A liability schedule tied to sections — Each figure carries the section of the Bangladesh Labour Act, 2006 that creates it.
- Source records, not summaries — Registers, worker records and fund statements travel with the schedule into the data room.
- A written scope boundary — The file states what PayrollBD prepared and what the signing professional must add.
Six areas the valuation file has to document
The six areas below are the ones that come back as questions during due diligence when they are missing. Each describes what PayrollBD assembles, in what form it is handed over, and which statutory duty it answers. Together they form the employment section of a valuation file, which sits alongside the financial statements rather than replacing any part of them.
Ask for a scoped valuation file quotation
A quotation for a valuation file is written against a defined scope. That scope is the valuation date, the entities and headcount, the review period, and the format the signing professional requires. Tell us those four and the scope comes back in writing before any work starts, together with the records we will need from you.
Which events require a business valuation in Bangladesh?
A valuation is commissioned by an event, not by a calendar. The trigger decides the valuation date, the basis of measurement and who has to sign the report, which in turn decides what the employment file must evidence. The map below pairs each common trigger with the party the file is prepared for and the employment position that party examines first. Confirm the accepting body requirement in writing before the engagement starts, because it governs the format.
| Trigger | Party the file is prepared for | Employment position to evidence | Report signed by |
|---|---|---|---|
| Transfer of shares between a resident and a non-resident holder | Bangladesh Bank, through the authorised dealer bank | Accrued gratuity and outstanding fund liabilities at the transfer date | Chartered accountant or merchant banker |
| Foreign investment registration or expansion | Bangladesh Investment Development Authority (BIDA) | Headcount, wage bill and statutory fund position | Chartered accountant |
| Allotment or transfer of shares filed on the company record | Registrar of Joint Stock Companies and Firms (RJSC) | Paid-up capital figure that decides whether Chapter XV applies | Company secretary or chartered accountant |
| Tax assessment or a transfer pricing review | National Board of Revenue (NBR) | Payment evidence and deduction basis for each employment charge | Chartered accountant |
| Merger, acquisition or vendor due diligence | The acquiring party and its advisers | Full liability schedule with the section cited against each figure | The valuer appointed by the buyer |
| Annual financial reporting | The statutory auditor | Measurement basis for gratuity and fund obligations | The statutory auditor |
The party a file is prepared for and the signature a body accepts vary by transaction type and by the instructing bank. This map records the position PayrollBD works to when a scope is agreed. The requirement of the accepting body governs, and is confirmed in writing before work starts.
What employment liabilities must a Bangladesh valuation carry?
Five provisions of the Bangladesh Labour Act, 2006 turn employment into a balance-sheet number. Each is quoted below from the text as published by the Ministry of Law. Two of them are thresholds, so they decide whether a charge applies at all. Two are accruals that move with the current wage rather than the wage that was earned. One fixes the date the liability becomes cash. A valuation that omits any of the five understates the position it is measuring.
| Item | Section | Measured against | Effect on the valuation |
|---|---|---|---|
| Whether the fund chapter applies | s. 232(1) | Paid-up capital, or the value of permanent assets | A threshold test, so growth alone can trigger it |
| Participation and welfare funds | s. 234(1)(b) | Net profit, paid within 9 (nine) months of year close | Recurring charge; an unpaid balance is a liability |
| Gratuity | s. 2(10) | Last drawn wage, per completed year of service | An accrual that revalues with the current wage |
| Retrenchment on redundancy | s. 20(2)(c) | One month notice, then wages per year of service | Prices a headcount cut made after completion |
| Final settlement | s. 30 | Within 30 (thirty) working days of cessation | Fixes the date the liability becomes cash |
The five sections read as follows. Section 232(1) applies the chapter where paid-up capital is “not less than taka 1 (one) crore”. It applies equally where permanent assets are “not less than taka 2 (two) crore”. Section 234(1)(b) requires payment “within 9 (nine) months of the close of every year”. The amount is “five percent (5%) of the net profit of the previous year”. That sum is split “at the proportion of 80:10:10” across the two funds and the Foundation Fund.
Section 2(10) sets gratuity at “the wages of at least 30 (thirty) days” for each completed year of service. It rises to “the wages of 45 (forty five) days” once service passes ten years. Section 20(2)(c) requires “30 (thirty) days wages for his every year of service or gratuity”. The Act adds “whichever is higher”, so the two are not alternatives. Section 30 sets the deadline at “30 (thirty) working days following the date of cessation”.
Sections quoted from the Bangladesh Labour Act, 2006 (Act No. XLII of 2006) as published by the Ministry of Law at bdlaws.minlaw.gov.bd, read in full for this page. The consolidated text there carries amendments up to 2013. A later gazette notification or a sector wage board may change a figure, and the text operative on the valuation date governs. — Reviewed by Eicra Binte Islam
How does PayrollBD prepare a valuation file?
In four stages, each ending in a document rather than a status update. Nothing is measured before the valuation date and the scope are fixed in writing, and nothing is reported as complete before the record behind it has been produced. At any point you can see which stage the file is in, which records have been collected, and which liability each collected record supports.
Step 1 · Fix the date and the scope
We establish the valuation date, the entities and headcount in scope, the review period and the format the signing professional requires. Those four decide everything downstream, so they are agreed in writing before any record is requested. You leave this stage knowing which statutory charges apply to your establishment and which records we will need from you.
Step 2 · Collect and test the records
We collect the register of workers, appointment letters, identity cards, service books, wage records and fund statements, then test each against the section that requires it. Every gap is written down with the record it concerns and the section it fails. A missing document is visible in the file, not absorbed into a total.
Step 3 · Measure the liabilities
We measure accrued gratuity, the participation and welfare fund position, notice and retrenchment exposure and any wage arrears at the valuation date. Each is measured on the basis the Act sets rather than on a house convention. The schedule reconciles to the payroll ledger, and every figure carries the section and the source record behind it.
Step 4 · Hand over and answer queries
We deliver the indexed record set, the liability schedule and a written note on scope, including what PayrollBD prepared and what remains for the signing professional. We then answer queries from that professional directly through the review. The complete file is handed back to you at close, in the form it was delivered.
Who signs a valuation report in Bangladesh?
Not PayrollBD. A valuation report presented to a bank, a regulator or an assessing officer is signed by a professional qualified to sign it. Depending on the asset and the accepting body, that is a chartered accountant, a merchant banker or a licensed surveyor. PayrollBD prepares the employment section of the file that professional relies on. Stating that boundary in writing at the start is what keeps a file usable. A document signed by the wrong party is rejected at the counter, however sound the figures inside it are.
What do investors ask before commissioning a valuation?
These five questions come up in almost every first conversation about a valuation file. Each answer states the position first and the reason second. One limit is worth knowing before you instruct anybody. PayrollBD prepares the file; a separately appointed professional signs the report.
Questions asked before a valuation is instructed
The first two answers cover how an engagement is scoped and how it is quoted. The third covers what to check in an adviser before appointing one. The fourth explains why the employment file is better built before a transaction than during it. The last sets out how long an engagement runs and what marks its end.
Can a valuation engagement be scoped to a single transaction?
Yes. Each engagement is written against one valuation date and one defined scope. A file prepared for a share transfer does not carry work that only a merger would need. Where a second trigger arises later, the scope is extended in writing and the additional records are listed before the work starts. The valuation date itself is never moved once the measurement has begun, because every figure in the schedule is cut to it.
How is a valuation advisory engagement quoted?
Against the four scope inputs: the valuation date, the entities and headcount in scope, the review period, and the format the signing professional requires. The written quotation states what PayrollBD will produce, which records we need from you, and where the boundary with the signing professional sits. Any change to those inputs is quoted separately and in writing before the additional work begins, so the scope approved at signature is the scope delivered.
What should a company check before appointing a valuation adviser?
Check who will sign the report and whether the accepting body takes that signature, because that single point decides whether the file is usable. Then check that the employment liabilities are measured against statutory sections rather than a house convention, and that each figure has a source record behind it. Our professional compliance consulting service covers the same record set from the compliance side.
Why commission a valuation before a transaction rather than during it?
Because the employment liabilities take longer to evidence than to calculate. Gratuity revalues with the current wage, the participation fund position depends on a balance-sheet test applied year by year, and both need source records that are frequently incomplete. Finding that during a live process moves the price. Preparing the file first means the schedule is already reconciled when the counterparty asks for it, and a gap is a known item rather than a discovery.
How long does a valuation engagement run?
It runs to the milestone set written into the agreement rather than to a fixed term. A single entity with a complete record set closes faster than a group whose service books have to be reconstructed. The record test in stage two determines the difference. The agreement states the stages, the document each stage produces and the point at which the file is handed back. The end of the engagement is therefore a defined event.
Looking for valuation advisory for your business?
Tell us the valuation date, the entities and headcount in scope, and who will sign the report. We will confirm which statutory charges apply to your establishment. We will list the records we need from you, and set out the scope boundary before any measurement begins.