Revised Valuation Rules for Angel Tax

The Central Board of Direct Taxes (CBDT) notified amendments to Rule 11UA of the Income-tax Rules, 1962 applicable for computing angel tax on September 25, 2023 pursuant to the draft rules introduced earlier and feedback received from stakeholders and general public.

In addition to the proposed changes, the CBDT has introduced rules for valuation for Compulsorily Convertible Preference Shares (CCPS).

Timeline

  • May 19, 2023 – CBDT proposes changes to Angel tax rules and notify list of excluded non-resident entities
  • May 24, 2023 – The Central Government notifies entities to whom Angel tax provisions will not apply
  • September 25, 2023 – The CBDT notifies amendments to Rule 11UA

New Valuation methods

In addition to the existing valuation methods [i.e., Book  / Net Asset Value (NAV) and Discounted Cash Flow (DCF)] the CBDT has introduced the below options:

Price offered to Venture Capital (VC): A VC undertaking can consider the investment valuation received for the issuance of unquoted equity shares from either a VC fund, a VC company, or a specified fund (Cat I / II AIF) as a valuation benchmark for determining FMV of equity shares issued as long as it does not exceed the aggregate investment so received. Consideration from other investor should be received within a period of 90 days before or after the date of issue of shares which are the subject matter of valuation

Price offered to notified entities: The valuation of investment received by a company from notified entities can also be considered subject to conditions mentioned above

International pricing methods: For investment by non-residents, they have an additional option to determine FMV by a Merchant Banker as per any of the below 5 methods:

(i) Comparable Company Multiple Method

(ii) Probability Weighted Expected Return Method

(iii) Option Pricing Method

(iv) Milestone Analysis Method

(v) Replacement Cost Method

Applicability of valuation methods

MethodReport issued byInvestment received from ResidentInvestment received from Non-resident
Equity sharesCCPS
NAV²Not specifiedYesYes
DCF²Merchant Banker³YesYes
Price offered to venture capitalYesYes
International pricing methods²Merchant Banker³
Price offered to notified entitiesYesYes

CCPS can also be valued as per valuation of equity shares determined in line with the above methods as applicable

Safe Harbour available i.e. 10% upside variation is allowed

Date of merchant banker report not older than 90 days from date of issue of shares can be considered as valuation date

Do reach out to us at [email protected] if you need further help in understanding this or obtaining valuation reports

About the Author
Priya Kapasi Shah
Priya Kapasi Shah
Associate Partner | Tax & Regulatory | [email protected]

Heads Treelife’s Financial Advisory practice, specializing in investment structuring, cross-border transactions, and tax and regulatory advisory. Also leads on AIF setups and advisory services for GIFT IFSC.

Rohit Gandhi
Rohit Gandhi
Senior Associate | Tax & Regulatory | [email protected]

Specializes in financial due diligence, valuations, business structuring, and income tax advisory. Contributes to the Financial Advisory team by helping startups and businesses make informed strategic decisions.

We Are Problem Solvers. And Take Accountability.

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