Share valuation is the figuring out reasonable or fair price of a company's shares using all the financial indicators like profit levels and profitability, assets, liabilities, future earning potential, market conditions and others. In corporate accounting, valuation of shares is especially important when the company share is not regularly traded on a stock exchange.

For public companies, shares are publicly traded, so investors can typically look to end-of-day prices as market prices. But it can be quite involved as valuing private company or unlisted company's shares requires a lot of financial and valuation analysis.

So share valuation is essential in numerous circumstances like Corporate, Taxation, Investment, Restructuring and Regulatory purposes in India. Also, for the sake of valuation purpose, different valuation methodology and regulatory requirements may also apply.

What Is Share Valuation?

Awareness of share valuation techniques or methodology is required as it involves measuring the fair value of equity shares of a company. The goal here is to figure out what a share should actually cost based on the real life business and economic reality of the company.

The valuation may consider:

1. Company Net Asset Inventories and Liabilities Inventory

2. Historical and projected profitability

3. Business-generated cash flows

4. Future growth prospects

5. Industry and economic conditions

6. Comparable companies and market multiples

7. Capital structure

8. Risks associated with the business

9. Restrictions attached to the shares

10. Controlling or minority ownership considerations

So, a share price is not necessarily equal to its nominal or face value and also its book value and market value.

How Face Value is Different from Book and Fair Value?

Face value refers to the value specified on a company's capital structure (debt and equity).

Book value typically provides a measure of the accounting value assigned to shareholders based on the underlying net assets of your company.

Fair value is an estimated economic value based on a fair valuation methodology and associated assumptions.

E.g. A company may have par value of its shares as ₹10, but it's Book Value may be ₹75 and Estimated Fair Value may be around 120. Thus, all three values may vary considerably.

Importance of Share Valuation in Corporate Accounting

Valuation of shares assists stakeholders in making better financial and corporate decisions. It provides an objective foundation for deciding value of ownership in a company.

A proper value can make a crucial impact for:

1. Sale or Purchase of Shares – When an existing shareholder sells shares or when a new investor takes an interest in a company.

2. Mergers and Acquisitions — Valuation contributes to defining the consideration payable in all forms of corporate restructuring and M&A activity.

3. Share Issuance or Transfer – Valuation may be required in cases involving issuance or transfer of shares (valuation involved only for unlisted companies).

4. Fundraising & Investment – Investors and promoters may use valuation for negotiating terms of investment and pricing a fair share price.

5. Valuation – In case of mergers, demergers, reconstructions or any other corporates structural reforms; you need valuation

6. ESOPs – Valuation is relevant in situation when companies creates employee stock option plan and need to decide value of the underlying shares?

7. Tax and Regulatory Compliance — Fair market value of certain share transactions may need to be determined as per the applicable tax and regulatory provisions.

8. Court and legal proceedings – You may need to value the shares as part of litigation, settlement or legal process concerning the ownership.

9. Funding Agreements — Financial institutions may evaluate share price as part of certain funding agreements.

When Do You Need to Value Your Shares?

Valuation methodology matters when market price is not readily available.

Common situations include:

1. Assignment of shares in an unlisted limited company

2. Investment by a new investor

3. Exit of an existing shareholder

4. Merger or amalgamation

5. Corporate restructuring

6. Buyback or settlement arrangements

7. ESOP-related transactions

8. Foreign investment transactions

9. Tax-related valuation requirements

10. Shareholder disputes

11. Succession or ownership restructuring

12. Unlike most business transactions, you are new to the dialogue around how consideration is determined.

You need to distil the reason why you want the valuation before thinking about the method because what that means is not only literally deal – schema but also according to financial reporting standards.

What are the Major Values of share equity?

When it comes to valuing shares, we consider three commonly used general approaches:

1. Asset-Based Approach

2. Income-Based Approach

3. Market-Based Approach

Most professional valuations present one or more approaches depending on specific aspects such as the nature of the business, available data, purpose of valuation and relevant regulatory requirements.

Asset-Based Approach

In this approach, the valuation of a company is largely based on its assets and liabilities.

Here is what can be represented in the most basic concept:

Net Asset Value = Fair Value of Assets−Fair Value of Liabilities

The resulting net value can then be partners of the company equity shareholders.

1. When to Use the Asset-Based Approach

This method can be specifically valuable for:

1. Asset-intensive businesses

2. Manufacturing companies

3. Investment companies

4. Holding companies

5. Real estate businesses

6. Companies being liquidated or reconstructed

7. Businesses that have greater value in their assets than in future earnings

This can involve correcting or adjusting the book values of certain assets and liabilities to their correct economic or fair value.

Consider, for example, land that appears on the books at a historical cost which now would be very different if assessed based on current value. Such valuation exercise would therefore need to take into account the current value of such assets appropriately.

Limitation of Asset-Based Valuation

One of the key limitations is that book assets alone may not fully reflect the earnings potential of a fast-growing firm.

Factors such as:

1. Brand reputation

2. Customer relationships

3. Intellectual property

4. Future growth

5. Management capability

6. Goodwill

Can be a significant contributor to the value of any business

2. Income-Based Approach

The Income-Based Approach values a business using the future economic benefits anticipated from the business.

This approach not only focuses on existing assets but also broadly accounts for the company achieving future income or cash flows.

Two commonly used techniques are:

Discounted Cash Flow Method

The Discounted Cash Flow (DCF) Method estimates the present value of expected future cash flows of a firm.

The general principle is:

Business Valuation = PV of Future Cash Flow + PV of Terminal Value

The future cash flows are then discounted back to present value at the appropriate rate of return for that specific investment.

DCF is particularly useful when:

1. Reliable financial projections are available

2. You can see growth opportunities for the company

3. Future cash flows can be estimated in a reasonable period of time

4. Potential future earnings are not necessarily reflected in past performance

On the contrary, a DCF valuation is sensitive to assumptions related to revenue growth and/or margins, working capital, capital expenditure, terminal growth rate and discount rate.

Capitalisation of Earnings Method

The Capitalisation of Earnings Method involves capitalising maintainable or expected earnings at a fair rate of capitalisation.

A simplified representation is:

So then the formula for business value is: Maintainable Earnings ÷ Capitalisation Rate

This method is useful for business with fairly consistent predictable earnings.

3. Market-Based Approach

The Market-Based Approach gives an estimation of the worth of a company by comparing it to similar companies or transactions.

It is a method of computation which rests on the belief that businesses of similar types can offer valuable clues for market value.

Common valuation multiples include:

1. Price-to-Earnings (P/E)

2. Enterprise Value-to-EBITDA (EV/EBITDA)

3. Price-to-Book Value (P/B)

4. Enterprise Value-to-Sales (EV/Sales)

Comparable Company Analysis

In the case of comparable company analysis, the valuer finds companies in a similar industry with comparable characteristics.

Factors considered may include:

1. Industry

2. Revenue

3. Profitability

4. Business model

5. Growth rate

6. Geographic market

7. Size

8. Capital structure

9. Risk profile

The applicable market multiple is then applied to the metric of interest for that company.

Comparable Transaction Method

Another way to look at it is through the lens of transactions for comparable companies.

If similar companies have been recently acquired at certain valuation multiples then that can serve as a good benchmark.

Nonetheless, such multiples must be applied with caution due to the differences in the businesses and transactions.

Quasi Equity Share Valuation for Companies with No Listed Public Market in India

This is especially important when shares of an Indian unlisted company would be valued, as there may not be a price on the market which has been quoted.

If it is a valuation exercise, depending on the reason to value, we have financial analysis, tax provisions applicable in case of sales or similar transactions between parties, FEMA valuations in case one wants out of India and where it gets tricky Companies Act provisions apply with some mandatory even if you want less business.

In certain cases, you may be required to obtain a valuation conducted by a Qualified Registered Valuer or other professional as required under applicable law for regulatory purposes.

While the regulations for such foreign investment transactions would be based upon relevant FEMA and RBI norms.

In a similar vein, certain provisions and prescribed valuation rules may be applicable to specific transactions involving shares of unlisted companies for income-tax purposes.

Consequently, it would not be appropriate to derive a valuation from a vague formula without first defining the transaction purpose and applicable regulatory regime.

What Makes Value of Shares Rise or Fall?

There are many factors affecting the share prices.

Financial Performance

Revenue growth, profitability, EBITDA, earnings, cash flows and financial stability can impact value significantly.

Future Growth

Other companies with new and sustainable future growth potential may be worth much more than their steady earnings.

Assets and Liabilities

The intrinsic equity value is impacted by the identified quality and worth of physical and non-physical properties along with outstanding obligations.

Industry Conditions

Things like the enormous market size, amount of competition, movement in regulations, technological advancement or lack thereof in an industry may influence valuation.

Business Risk

Higher expected return or lower valuation would generally be linked with higher business and financial risk.

Ownership and Shareholding

It matters what kind of interest you are valuing. A minority interest and a controlling interest may have different economic properties.

Market Conditions

Market-based valuation can be affected by interest rates, economic conditions, investor sentiment, and comparable-company valuations.

How is Share Valuation Carried Out?

The general overview of a professional share valuation is broadly listing the following steps:

1. Identify the Purpose of Valuation

2. Collect Financial and Corporate Information

3. Understand the Business and Industry

4. Analyse Historical Financial Performance

5. Prepare or Review Financial Projections

6. Select Appropriate Valuation Methodologies

7. Perform the Valuation Calculations

8. Consider Relevant Adjustments and Risks

9. Re-Evaluate the Valuation with Other Methods

10. Prepare the Valuation Report

You are taught to explicitly explain how the valuation was done including clearly stating the assumptions, with financial information relied upon, limitations as well as conclusion.

Conclusion

Share pricing is a core area of company finance and accounting, particularly for private unlisted companies where there is no market price for equity readily available.

The approaches to the value of shares are: Asset-Based, Income-Based and Market-Based Approaches. A business valuation need to include assessment of the target provider's monetary condition, future profits ability, industry environment; business hazards, silent comparable organizations and the clear reason behind carrying out a financial organization appraisal.

If it is unlisted shares, foreign investment, taxation, merger and restructuring or such other regulated transaction then you need to select proper methodology and settle accordingly as per the legal regulatory framework.

The share valuation, when properly supported, provides a concrete basis for promoters, shareholders, investors, companies and other stakeholders to make well-founded decisions and to build a defence in the event of transactions involving corporates.

Are You Looking for A Share Valuation Service by Professionals?

Qualified valuation professionals can assist businesses in determining a suitable valuation methodology, analyzing financial data, preparing valuation reports and with required corporate, tax and regulatory needs.