CS Professional · Corporate Restructuring, Valuation and Insolvency
Overview of Business Valuation: formula sheet
Key formulas
- Value vs price vs cost
- Cost = amount spent (past); Price = amount paid in a deal (actual); Value = estimated worth (opinion)
- Use this to answer any 'distinguish' question. Value can differ from both price and cost.
- Going concern premium
- Going concern value − Liquidation value = value of the business continuing
- Indicative idea only. It shows why the premise of value changes the number.
- Value of a business (enterprise basis)
- Equity value = Enterprise value − Net debt
- Net debt = borrowings − cash and cash equivalents. Use when moving between enterprise and equity value.
- Four things every valuation must state
- Purpose + Valuation date + Standard of value + Premise of value
- Missing any one makes the number meaningless.
- Purpose-to-value rule
- Purpose → premise of value → method → reported value
- Choose going concern or liquidation premise from the purpose. Then choose the method. A different purpose can give a different value.
- Insolvency comparison
- Resolution plan value vs liquidation value
- Creditors compare what a plan offers with what liquidation would give. Valuation supplies both figures.
- Share exchange ratio
- Exchange ratio = Value per share of transferor ÷ Value per share of transferee
- Gives the number of transferee shares issued per transferor share in a merger.
- Going concern value (income view)
- Value = Present value of expected future cash flows, discounted at a rate reflecting risk
- Used when the business is expected to continue. Higher risk means a higher discount rate and a lower value.
- Liquidation value (net)
- Liquidation value = Net realisable value of assets − Cost of disposal − Liabilities settled
- Under forced sale, realisable values are lower than under orderly sale. Liabilities are paid in their legal order of priority.
- Ordering of premises
- Going concern value ≥ Orderly liquidation value ≥ Forced liquidation value (usual case)
- This is a general tendency, not a rule. A loss-making business can be worth more in liquidation than as a going concern.
- Standard vs premise
- Standard of value = what value is measured; Premise of value = assumed use or sale circumstances
- Always state both in a valuation answer.
- Value as present value of cash flows
- Value = Σ [ CFt ÷ (1 + r)^t ]
- CFt is expected cash flow in year t and r is the discount rate. Factors raise value by increasing CFt or lowering r.
- Capitalisation of earnings
- Value = Maintainable earnings ÷ Capitalisation rate
- A higher risk means a higher capitalisation rate and therefore a lower value.
- Market multiple approach
- Value = Metric (such as EBITDA) × Multiple
- Industry conditions and sentiment move the multiple.
- Asset-based value
- Net asset value = Value of assets − Liabilities
- Asset quality and liabilities are the factors here.
- Net Asset Value (asset approach)
- NAV = Value of assets − Liabilities
- Assets and liabilities are taken at the fair or adjusted values chosen for the exercise, not always at book values. Per share value = NAV ÷ number of equity shares.
- Capitalisation of earnings (income approach)
- Value = Maintainable earnings ÷ Capitalisation rate
- Use only when earnings are stable. The capitalisation rate is the required rate of return, adjusted for growth where relevant.
- Discounted cash flow (income approach)
- Value = Σ [CFt ÷ (1 + r)^t] + Terminal value ÷ (1 + r)^n
- CFt is the cash flow in year t, r is the discount rate, n is the last forecast year.
- Market multiple (market approach)
- Value = Comparable multiple × Subject metric
- Example: value = peer P/E × the company's maintainable earnings. Peers must be truly comparable.
- Choosing the approach
- Asset-heavy or loss-making or winding up → asset; stable forecastable earnings → income; good comparables → market
- A guide, not a fixed rule. Purpose and data availability decide.
- Who must value (Section 247)
- Valuation required under the Act → by a registered valuer appointed by the audit committee or, if none, the Board
- The valuer must be independent of the company and its related persons, and must follow the notified standards.
- Core inputs of every engagement
- Purpose + Premise/Standard of value + Valuation date
- State all three at the start of the report. Method choice follows from them.
- Process sequence
- Appointment → Scope → Information → Analysis → Method selection → Computation → Reconciliation → Report
- Use this order as a skeleton for any answer on steps in valuation.
- Registered valuer structure
- Individual → enrolled with a Registered Valuers Organisation (RVO) → registered under an asset class with the authority (IBBI)
- Asset classes include land and building, plant and machinery, and securities or financial assets.
Quick revision
- Valuation estimates worth as at a date, for a purpose, on a stated basis.
- Value, price and cost are different ideas. Price is what is paid, value is an estimate.
- The purpose of the valuation decides the basis and method.
- Common purposes: mergers, demergers, fundraising, buy-outs, taxation, insolvency and regulatory needs.
- Going concern premise assumes the business continues. Liquidation premise assumes it is wound up or sold off.
- Always state the premise of value in your answer.
- Factors affecting value include business, industry, economy and deal-specific points.
- The three broad approaches are asset, income and market.
- No single method suits every business or purpose.
- The valuer must be independent, follow the applicable standards and document the work.
- Valuation reports state the date, purpose, basis, assumptions and limitations.
- In case answers, link each point to the facts given.
Common mistakes
- Treating value, price and cost as the same thing Fix: Define each separately. Cost is historical, price is actual, value is estimated.
- Saying there is one true value of a business Fix: Say value depends on purpose, date, perspective and assumptions. A range is acceptable.
- Treating value and price as the same thing. Fix: Say value is an analytical estimate and price is the negotiated amount. Valuation informs the price.
- Giving one value for every purpose. Fix: State that the purpose and premise decide the value. Contrast going concern with liquidation.
- Treating standard of value and premise of value as the same thing. Fix: Write one line for each: the standard says what value is measured, the premise says the assumed circumstances of use or sale.
- Assuming going concern value is always higher than liquidation value. Fix: Say 'usually'. A business with losses and valuable land may be worth more if broken up.
- Listing factors without explaining their effect on value. Fix: Add a reason for each factor: say whether it changes cash flows, risk or assets.
- Mixing up internal and external factors, for example calling debt level external. Fix: Ask whether management can change it. Capital structure is internal. Interest rates are external.
- Treating approach and method as the same thing. Fix: Write the approach first, then the method under it: income approach, DCF method.
- Using book values for NAV without adjustment. Fix: State that assets and liabilities are restated to fair value where required, and use the figures the question gives you for adjustment.
Exam tips
- Open every answer with a definition that includes purpose, date and basis of value.
- For 'distinguish' questions, use short bullet points for each term and add one rupee example.
- Write each type of value as its own line so the examiner can tick it.
- In case-based questions, name the purpose first, then pick the basis of value, then conclude.
- Do not quote a single value as the truth. Use words like estimate and range.
- Open every answer by naming the purpose, because the paper is case-based.
- Cover at least four purposes in a general question: deals, fundraising, insolvency, tax and compliance.
- Tie each purpose to a protected party. This turns a list into analysis.