Company Valuation Calculator for India (2026)

A private company has no market price for its shares. So it has to value them before it can grant ESOPs, raise money from abroad or book the cost of its options. The four methods used in India are book value, net asset value (NAV), discounted cash flow (DCF) and market multiples. The calculator above runs all four on one set of numbers and gives you a value range. The rule you are following decides which method and which professional you need: company law, income tax, FEMA or the accounting standards.

How to use this calculator

The calculator works in your browser. Nothing you type is sent or saved anywhere.

1. Fill in the company basics. Enter the number of shares on a fully diluted basis, including the ESOP pool. Then enter total borrowings, cash and short-term investments. The calculator works out net debt from these, and both the DCF and market multiple methods use it.
2. Pick the unit you work in. Amounts can be in thousand, lakh, crore, million or billion. If you switch units, the figures convert, so the value does not change.
3. Fill in one or more methods. Each method keeps its own result, so you can move between them and compare.
4. Open the valuation range. It shows every method you filled in on one scale. You can weight them equally or set your own weights.
5. Add a marketability discount if the shares are unlisted. It is applied once, to the combined value, and not to each method.
6. Copy the summary or download it as a CSV file to share with your finance team or valuer.

Worked example

Click "Load an example" in the calculator to see these figures. The company has 10 lakh shares, borrowings of ₹14 crore, cash of ₹4 crore and short-term investments of ₹2 crore, so its net debt is ₹8 crore.

Results from the calculator's example figures. Amounts are in crore.

The four methods land between ₹480 and ₹1,500 a share, a spread of more than three times. A spread that wide usually means at least one method does not suit the business. Here, the company earns well but owns few assets, so book value and NAV understate it. A valuer would give the DCF and market multiple results more weight and explain why in the report.

Why ESOPs need a share valuation

A listed company can use its share price for everything. A private company has to work out a value it can defend, because three things depend on it.

• The exercise price. The board fixes the price employees will pay to buy their shares. The further it sits below the share's value, the larger the accounting cost and the tax employees pay at exercise.
• The accounting cost. ESOPs are an expense in the books. To measure that expense, the company needs a value for each option, which in turn needs a value for the share.
• Tax and foreign investment rules. Employees are taxed at exercise on a fair market value set by the income-tax rules. Any share deal with a foreign investor must meet the FEMA pricing rules. Neither will accept a number the founders simply agreed on.

A valuation answers one question under one rule. A report written for one purpose rarely works for another.

Three numbers behind one ESOP grant

This causes more confusion than anything else. One ESOP grant can involve three different values, worked out under different rules and on different dates.

The signatory depends on the rule being met and on whether the company is listed.

Say an option has an exercise price of ₹50, an accounting value of ₹35 and a tax value at exercise of ₹180 a share. These numbers do not contradict each other. They answer three different questions. Trouble starts when a company uses one where another is required, for example using its last funding round price in place of a tax valuation.

Book value method

Book value takes the balance sheet as it is. Total assets minus total liabilities gives shareholders' funds, also called net worth. Divide that by the number of shares to get book value per share.

Book value per share = (total assets − total liabilities) ÷ number of shares

The method is objective and cheap. Everything comes from audited accounts, there is no forecast to argue about, and two people doing it separately will get the same answer.

Its weakness is that accounts record what things cost, not what they are worth. Land bought decades ago still sits at its old cost. A brand built over years does not appear at all. A software company whose value lies in its code and its people can show a book value close to nil and still sell for a high price.

Use book value as a floor and a sanity check, not as the answer. If a DCF gives a value below book value, look into it before relying on it. For a company that is closing down, book value adjusted to what the assets would sell for may be the most honest answer.

Net asset value (NAV) method

NAV starts with book value and then corrects it. Each asset and liability is restated to its fair value, so the balance sheet shows what things are worth today and not what they cost.

The usual adjustments are:

• Property: raised from historical cost to an independent market value.
• Investments: marked to fair value. This matters most for holding companies, whose main assets are stakes in other companies.
• Receivables and inventory: written down to what can actually be collected or sold.
• Hidden liabilities: disputed tax demands, lawsuits and employee dues that are likely to be paid but are not yet in the books.

Each adjustment needs its own evidence, such as a property valuation, a basis for the investment value or an ageing report for receivables.

NAV is the right method for investment and holding companies, real estate and other asset-heavy businesses. It is the wrong method for a business whose value lies in future earnings. Restating a balance sheet cannot capture cash the business has not earned yet.

Discounted cash flow (DCF) method

DCF ignores the balance sheet and values the business on the cash it is expected to generate. It has four parts:

1. Forecast cash flows. Free cash flow is projected for a set period, usually four to five years.
2. Discount rate. Each year's cash flow is brought back to today's value at a rate that reflects its risk, usually the weighted average cost of capital (WACC).
3. Terminal value. This covers every year after the forecast period. A common way to work it out is the final year's cash flow × (1 + long-term growth rate) ÷ (WACC − long-term growth rate).
4. Equity bridge. The total is the enterprise value. Subtract net debt to get the equity value, then divide by the number of shares.

The discount rate must be higher than the long-term growth rate. If it is not, the formula breaks and gives a negative or infinite value. The calculator warns you when this happens.

Why the terminal value matters so much

The terminal value is often more than half of a DCF result. In the worked example, it is about 65% of enterprise value. That means an assumption about growth forever is doing most of the work.

Small changes in the inputs move the answer a long way. In the example, value per share is ₹1,382 at a 16% discount rate. At 14% it rises to ₹1,727, and at 18% it falls to ₹1,144. The calculator's sensitivity grid shows this for your own figures.

DCF is the best method for an established business with a forecast the board believes in. It is also the method most open to challenge. Early-stage companies often cannot produce a forecast that stands up to questioning.

Market multiple method

The market approach values a company by what investors pay for similar businesses. The evidence comes from listed companies in the same sector or from recent deals.

The three multiples in the calculator are:

• EV/Revenue: used when the company is not yet profitable.
• EV/EBITDA: the most common choice for an operating business.
• Price to earnings (P/E): based on profit after tax.

EV/Revenue and EV/EBITDA give an enterprise value, so net debt is subtracted to reach equity value. P/E gives equity value directly, so no net debt adjustment is needed. The calculator handles this for you. You can use one multiple or combine several, as a simple or weighted average. For banks and other lenders, price to book is the usual measure.

A multiple-based value is only as good as the companies you compare against. Three checks matter:

• True comparability. Peers should match on business model, size, growth and market, not just on industry.
• Clean earnings. Remove one-off items, above-market pay to promoters and related-party deals before applying a multiple.
• A discount for lack of marketability. Shares in a private company cannot be sold on a stock exchange. A multiple taken from listed companies already includes the value of being easy to sell, so applying it to an unlisted company without a discount overstates the value.

How big should the marketability discount be?

There is no fixed percentage in Indian law. The ICAI Valuation Standards discuss discounts for lack of marketability. The valuer sets the size based on the facts, such as any limits on transferring shares and how likely an exit is. The 20% in the worked example is only for illustration.

Which valuation method should you use?

A valuer rarely relies on one method. They apply more than one, compare the results and explain how they weighted them. The table below is the usual starting point, not a fixed rule.

Typical starting points. The final choice depends on the facts and the purpose of the valuation.

Ind AS 102 and the ICAI Guidance Note

The accounting cost of ESOPs is a separate question from tax and FEMA. Which rule applies depends on the accounting framework the company follows.

Ind AS 102 for companies on Ind AS

Ind AS 102, Share-based Payment, applies to companies that report under Indian Accounting Standards. Options given to employees are measured at their fair value on the grant date, and that cost is spread over the vesting period. The intrinsic value method is allowed only in rare cases where fair value cannot be estimated reliably.

Since unlisted options have no market price, companies use an option pricing model:

• Black-Scholes: the most common model, suited to simple options that vest over time.
• Binomial or lattice models: used when the timing of early exercise matters.
• Monte Carlo simulation: used when vesting depends on market-based targets, such as a share price.

Two inputs are hard for an unlisted company. The share's fair value must come from one of the methods above. Expected volatility has no trading history to draw on, so it is usually taken from similar listed companies. The choice of those companies should be recorded and defensible.

ICAI Guidance Note for companies not on Ind AS

Companies that do not follow Ind AS use the ICAI Guidance Note on Accounting for Share-based Payments. The current version was issued in 2020 and applies to grants made on or after 1 April 2021.

The Guidance Note recommends fair value but still permits the intrinsic value method. For an unlisted company, intrinsic value is the share's value, taken from an independent valuer's report, minus the exercise price. When options are granted close to the share's value, this gives a much lower cost than an option pricing model would.

So two similar unlisted companies can report very different ESOP costs only because one follows Ind AS 102 and the other the Guidance Note. Before comparing your ESOP expense with a peer's, check which framework they use.

Fair market value for ESOP tax

When an employee exercises options, the difference between the share's fair market value and the exercise price is taxed as salary. Under the Income-tax Act 2025, in force from 1 April 2026, this is covered by section 17(1)(d). The valuation rule is in Rule 15 of the Income-tax Rules 2026. The section and rule numbers changed from the old law, but the method did not.

• Listed shares: fair market value is based on the stock exchange price on the exercise date.
• Unlisted shares: fair market value must be set by a SEBI-registered Category I merchant banker. The valuation can be as of the exercise date or any date up to 180 days before it.

Your last funding round price is not a substitute. If the value used is later found to be too low, the company may be treated as having deducted too little tax. The employee may also owe extra tax and interest. The best protection is a report from the right professional, dated within the allowed window, made for this purpose.

SEBI's amended merchant banker rules took effect on 1 January 2026. They require merchant bankers to move work that SEBI does not regulate into a separate business unit by 31 December 2026. This includes valuations under the income-tax and FEMA rules. The Income-tax Rules 2026 still name the merchant banker, so ask your merchant banker how they will issue the report.

Scheme documents and grant letters that quote the old section and rule numbers should be updated.

FEMA pricing rules for foreign investment

Any issue or transfer of shares between an Indian resident and a non-resident has to meet the pricing rules in the Foreign Exchange Management (Non-Debt Instruments) Rules 2019. For an unlisted company, the price is based on fair value worked out using any internationally accepted pricing method, on an arm's length basis.

The valuation must be certified by one of these:

• a chartered accountant
• a SEBI-registered merchant banker
• a practising cost accountant

FEMA does not name a method. A DCF valuation can be certified by a chartered accountant just as validly as by a merchant banker.

The direction of the deal decides whether fair value is a floor or a ceiling.

Pricing rules for unlisted Indian companies. Listed companies follow SEBI's pricing rules.

The rules do not set a validity period for the valuation certificate. In practice, banks handling the filing usually expect it to be no more than about 90 days old on the date of the deal. Plan the timing so the certificate is still current.

NBFCs and other regulated lenders

A non-banking financial company (NBFC) follows the same FEMA pricing rules as any other company, plus RBI rules. Under the RBI's 2025 directions, an NBFC needs prior written approval from the RBI for:

• a change in control
• any deal that results in a person acquiring or transferring 26% or more of its paid-up capital
• a change of more than 30% of its directors, not counting independent directors

A valuation for such a deal sits inside this approval process. The method also has to suit a lender. For a bank or NBFC, the balance sheet is the business, so price to book and earnings-based methods say more than an EV/EBITDA multiple. Loan quality, provisions and capital adequacy all feed into the value.

These rules depend on the entity, the deal and the directions in force at the time. Confirm the position for your company with your legal advisers.

Who can sign a share valuation in India?

This is where companies most often go wrong. The professional titles sound alike, but they are not interchangeable. The right person depends on the rule you are meeting.

The same company may need more than one of these reports in a year.

A registered valuer is registered with the Insolvency and Bankruptcy Board of India under section 247 of the Companies Act. A Category I merchant banker is registered with SEBI. A report from one does not meet a rule that names the other.

Can you use your last funding round price?

Not in place of a valuation the rules require. Investors in a funding round usually buy preference shares with extra rights, such as getting their money back first in a sale. An ordinary share carries none of these rights, so it is usually worth less. A round price is useful evidence for a valuer, but it is not a valuation report.

How often do you need a valuation?

You need one whenever a rule requires it. For an active startup, that usually means:

• when the board sets the exercise price for a new grant
• when employees exercise, to fix the tax value of unlisted shares
• every year, to work out the ESOP cost in the accounts
• before any share deal with a foreign investor

Most companies with a live ESOP end up getting a valuation at least once a year. The tax and FEMA reports go out of date faster, so plan around exercise windows and funding rounds.

Can the exercise price be the face value?

Yes. For an unlisted company, Rule 12 of the Companies (Share Capital and Debentures) Rules 2014 lets the company set the exercise price in line with its accounting policies. It cannot go below face value, because the Companies Act does not allow shares to be issued at a discount.

Many Indian startups grant at or near face value. This has two effects. It increases the accounting cost, because the gap between the share's value and the exercise price is larger. It also increases the tax the employee pays at exercise, because that tax is charged on the same gap.

What to have ready before a valuation

Valuations get delayed by missing information far more often than by questions of method. A valuer will usually ask for:

1. Audited financial statements for the last three years, plus the latest management accounts and the date you want the valuation as of.
2. A board-approved forecast with the assumptions behind it. This is needed for any DCF.
3. The cap table, showing every class of share, the conversion terms of preference shares and the ESOP pool, including options already granted.
4. Details of past deals, such as funding rounds, secondary sales and buybacks, with dates, prices and terms.
5. Asset and liability details, including property records, investment schedules, and any disputed or contingent liabilities.
6. The purpose, in writing. Say whether the valuation is for accounting, tax, FEMA or a commercial deal. The purpose decides the standard, the method and the signatory, so it must be fixed before work starts.

This calculator applies standard valuation arithmetic to the figures you enter. It does not check whether those figures are right, whether your comparable companies are truly comparable, or whether the method suits your business. It is not a valuation report. This page is general information, not legal, tax, accounting or financial advice.