WEALTH TAX • FINANCIAL ASSETS • BUSINESS VALUATION

Unquoted Equity Shares and Business Assets — Rule 11UA DCF and the Book Value NAV Methodology

Professional valuation of unquoted equity shares, preference shares, debentures, partnership interests and business goodwill using the applicable Rule 11UA DCF, Book Value NAV, Rule 8 and net asset methodologies.

Rule 11UA DCF Book Value NAV Rule 8
RULE 11UA • BOOK VALUE

The Book Value NAV Method for Preference Shares & Debentures

The Rule 11UA framework provides a book-value approach for determining the FMV of relevant securities using the company’s capital, reserves, accumulated losses and other prescribed balance-sheet components.

BOOK VALUE FORMULA
FMV of Preference Share = (Paid-up Capital + Free Reserves + Securities Premium − Accumulated Losses − Deferred Revenue Expenditure) ÷ Total Equity + Preference Shares × Paid-up Value
01

Paid-up Capital

Includes the company’s equity and preference capital relevant to the valuation.

02

Free Reserves

Includes the general reserve, capital reserve and revenue reserve identified for the calculation.

03

Securities Premium

The securities premium account forms part of the prescribed valuation components.

04

Deductions

Accumulated losses and deferred revenue expenditure are deducted as applicable.

RULE 11UA • DISCOUNTED CASH FLOW

The DCF Methodology for Unquoted Equity Shares

The registered valuer’s DCF assessment considers forecast free cash flows, terminal value, discount rate and net debt to arrive at the equity value and FMV per share.

01 Forecast Free Cash Flow

Projected free cash flow over the relevant 5–10 year forecast period.

02 Terminal Value

Terminal value using the Gordon Growth Model or Exit Multiple.

03 Present Value

Discounted cash flows plus the discounted terminal value.

ENTERPRISE VALUE PV of FCF + PV of Terminal Value
NET DEBT Debt − Cash & Equivalent Adjustments
=
EQUITY VALUE Equity Value
FINAL FMV FMV Per Share = Equity Value ÷ Number of Equity Shares
DISCOUNT RATE

Understanding the WACC Components

The discount rate is a critical professional judgment within the DCF methodology and may incorporate the WACC or a risk-adjusted equity cost of capital using CAPM.

Cost of Equity (Ke) Risk-Free Rate + Beta × Equity Risk Premium
Cost of Debt (Kd) Pre-tax Interest Rate × (1 − Tax Rate)
WACC Ke × (E/V) + Kd × (D/V)
STATUTORY ROLE

Why the Registered Valuer Matters

56
Section 56(2)(x)

The supplied framework identifies the registered valuer’s certificate as relevant where the DCF method is used for determining the FMV of unquoted equity shares.

50CA
Section 50CA

The framework identifies the Rule 11UA FMV as relevant where the transfer of unquoted shares takes place below the applicable FMV.

50D
Section 50D

The supplied content identifies the Section 50D context alongside the Rule 11UA framework.

RULE 8 • PARTNERSHIP INTEREST

Valuation of the Deceased Partner’s Share in the Firm

The Rule 8 methodology brings together the partner’s capital account, revalued goodwill, share of the firm’s net assets and applicable liabilities.

CAPITAL Partner’s Capital Account Balance
+
GOODWILL Partner’s Share of Revalued Goodwill
+
NET ASSETS Partner’s Share of Firm Net Assets at FMV
LIABILITIES Partner’s Share of Firm Liabilities
KEY VALUATION COMPONENT

Goodwill Assessment

The goodwill assessment is identified as the most contested component of the Rule 8 valuation and requires a documented methodology.

SUPER-PROFIT CAPITALISED EARNING TURNOVER MULTIPLE
RULE 8 VALUATION CERTIFICATE Partnership balance sheet • Revalued asset schedule • Goodwill methodology • Partner’s share computation
BUSINESS ASSET VALUATION

Partnership Firm’s Net Asset Valuation

The firm’s NAV is established by independently assessing the assets at fair market value and deducting the applicable liabilities.

NAV FORMULA Total Assets at FMV − Total Liabilities
01 Immovable Property
02 Plant & Machinery
03 Inventories
04 Financial Assets
05 Intangibles
BUSINESS GOODWILL VALUATION

Three Approaches to Goodwill Valuation

Business goodwill may be assessed using different income and earnings-based approaches depending on the nature of the business and the purpose of the valuation.

01
SUPER-PROFIT METHOD

Super-Profit × Years’ Purchase

Goodwill = Super-Profit × Number of Years’ Purchase

Super-Profit = Actual Profit − Normal Profit.

Normal Profit = Normal Rate of Return × Capital Employed.

02
CAPITALISED EARNING

Capitalised Value of Maintainable Profit

Goodwill = Capitalized Value of Maintainable Profit − Capital Employed

The method focuses on the maintainable earning capacity of the business.

03
INCOME APPROACH

DCF-Based Goodwill

A DCF-based approach may determine goodwill as the residual value after the tangible asset base has been considered.

Business Value − Tangible Asset Base = Residual Goodwill
GOVERNMENT APPROVED VALUATION PRACTICE

Need an Unquoted Share or Business Asset Valuation?

Discuss your Rule 11UA, DCF, NAV, partnership interest or goodwill valuation requirement with A2Z Valuers.

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