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The densest of ValuationZone's national pillars, by design
Company & Business Valuation in India
A single company can need a different valuation for a funding round, a merger, an ESOP grant, an impairment test, and an insolvency filing — often in the same year, each governed by a different regulator. This page doesn't try to flatten that into one figure. It maps the actual terrain: which law applies to which situation, and what changed in the eighteen months to mid-2026, which turned out to be a lot.
The full service map
Seventeen related services, three real groupings. Knowing which one you actually need is most of the battle.
Transactions & strategic
- M&A advisory & swap ratios
- Purchase price allocation (PPA)
- Slump sale valuation
- Startup & seed valuation (DCF/VC)
- Fairness opinions for the board
- Retail network & franchise valuation
- Related-party (SVB customs) valuation
Financial reporting (Ind AS)
- Fair value for financial reporting
- Impairment testing (Ind AS 36)
- Biological assets (Ind AS 41)
- Right-of-use assets (Ind AS 116)
- Derivative & complex instruments
- Brand, trademark & IP valuation
Specialised & dispute
- Insolvency (IBC) & liquidation valuation
- ESOP & sweat equity valuation
- Forensic valuation support
- Customer contract & non-compete valuation
One item you might expect here isn't: Transferable Development Rights (TDR). It's a real-estate instrument first, so it lives on our Property Valuation page, cross-linked from here rather than duplicated.
What is company & business valuation?
An independent opinion of what a company, a business unit, a set of shares, or an intangible asset is worth — for a stated purpose, using a method appropriate to that purpose. Unlike a single physical asset, a business is valued as a system: its cash flows, its comparable peers, and sometimes its net assets, weighed together rather than measured directly.
What actually changed, 2024–2026
Open offer pricing and sweat equity — SEBI, December 2025
The SEBI (SAST) (Amendment) Regulations, 2025 (notified 3 December 2025, effective 2 January 2026) require open offer pricing for infrequently traded or unlisted target shares to be certified by an independent Registered Valuer — replacing the acquirer's own merchant banker. Share-swap consideration must likewise be valued by a registered valuer. The same notification amended the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations: valuing the know-how, IP, or value addition behind a sweat equity issue now also requires a registered valuer rather than a merchant banker.
Slump sale — the section numbers actually changed
The mechanics carried forward largely intact, but every reference needs updating for deals effective on or after 1 April 2026:
The core logic is unchanged: net worth of the undertaking (book value of assets less liabilities, depreciable assets at written-down value) stands as cost of acquisition, and fair market value on the transfer date is deemed the full consideration where the lump-sum price diverges from it.
Angel tax is gone — but valuation for startups isn't
Section 56(2)(viib), which taxed share premium above fair market value in the issuing company's hands, was abolished by the Finance (No. 2) Act, 2024, effective for share issues from 1 April 2025. That's a real, significant change — but two things it did not remove: Section 56(2)(x), which can still tax under-valued shares in the recipient's hands, and FEMA pricing guidelines, which still require a registered-valuer or merchant-banker FMV certificate for share issues involving non-resident investors, entirely independent of tax considerations.
Insolvency and liquidation
Company-law valuations for shares and financial assets need an IBBI-registered valuer in the Securities or Financial Assets class. Liquidation-specific practice has also moved: amendments to the IBBI Liquidation Process Regulations reported through early-to-mid 2026 have pointed toward IBBI-notified valuation standards and, for MSME liquidations specifically, a single-valuer approach rather than the two-valuer norm used elsewhere in the process.
When you actually need this
Fundraising or M&A
Setting an issue price, a swap ratio, or a deal valuation.
ESOP or sweat equity
Fair value for grant pricing, now via a registered valuer for the underlying IP or value addition.
Financial reporting
Fair value or impairment testing under Ind AS for statutory accounts.
Slump sale or business transfer
Net worth and FMV computation under Section 77.
Insolvency or liquidation
IBBI-registered valuation for a resolution or liquidation process.
Dispute or forensic matters
An independent, defensible figure for litigation or shareholder disputes.
What a proper business valuation report records
- Purpose, valuation date, and standard of value applied
- Methodology — DCF, comparable multiples, or net assets — with the reasoning for that choice
- Key assumptions: discount rate, growth rate, comparable set
- Valuer's registration and asset-class category
Company valuation vs. the neighbours
| Property Valuation | The asset is land or a building, or a TDR instrument arising from one. |
| Plant & Machinery Valuation | You need one equipment asset valued, not the whole enterprise. |
| Capital Gain Valuation | The question is personal capital gains tax on immovable property, not a business. |
| TEV Study | You need upfront feasibility on a proposed project, not a valuation of an existing business. |
Where a rushed business valuation falls apart
- Merchant-banker sign-off used where an SEBI or Companies Act amendment now requires a registered valuer
- Old section numbers (50B, 56(2)(viib)) cited on a deal that closes after the relevant cutover date
- Angel tax abolition assumed to mean no FMV certification is needed at all for a funding round with foreign investors
- Wrong IBBI asset class used for a Securities/Financial Assets assignment
Glossary
| DCF | Discounted Cash Flow — valuing a business by projecting and discounting its future cash flows. |
| Swap ratio | The ratio at which shares of one company are exchanged for another's in a merger. |
| PPA | Purchase Price Allocation — splitting an acquisition price across identifiable assets, liabilities, and goodwill. |
| Sweat equity | Shares issued for know-how or value addition rather than cash, now requiring registered-valuer certification. |
| Slump sale | Transfer of a business undertaking as a going concern for a lump sum, taxed under Section 77. |
| Angel tax | The now-abolished tax on share premium above fair value, formerly under Section 56(2)(viib). |
| Registered valuer (Securities/Financial Assets) | The IBBI category covering shares and business valuations, distinct from Land & Building or Plant & Machinery. |
| Fairness opinion | An independent view for a board on whether a proposed transaction's terms are financially fair. |
Frequently Asked Questions
What is company or business valuation?
An independent opinion of what a company, business unit, or set of shares is worth, for a stated purpose, using an appropriate method.
Is angel tax really gone?
Yes, for share issues from 1 April 2025 onward. But FEMA pricing rules and Section 56(2)(x) on the recipient's side still make valuation relevant for fundraising.
Who can value shares for an open offer now?
For infrequently traded or unlisted target shares, an independent Registered Valuer, following SEBI's December 2025 amendment — not the acquirer's merchant banker.
Has the slump sale tax section actually changed?
Yes — Section 50B became Section 77 under the Income-tax Act, 2025, for transfers from 1 April 2026. The underlying computation logic is largely unchanged.
Do I need a registered valuer or a merchant banker?
It depends on the specific transaction and which regulation governs it — several roles that used to allow either now specifically require a registered valuer. Tell us the transaction type and we'll confirm.
Explore Other Valuation Services
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