Two companies can have equally valuable operations yet leave their shareholders with very different amounts. Debt creates claims that must be accounted for before arriving at shareholders’ value. Surplus cash adds value when it belongs to the company and has not already been included elsewhere.
For UAE owners considering a sale, investment or shareholder buyout, this distinction matters: a headline business valuation may differ substantially from the value of the shares being transferred.
Start with the Equity Value Calculation
For a straightforward operating company, the basic calculation is:
Equity value = Enterprise value − Debt + Surplus cash
Here, enterprise value represents the operating business, with surplus cash excluded. The formula assumes there are no additional claims or separately valued assets. Preferred shares, outside ownership in consolidated subsidiaries and other adjustments can require a more detailed calculation. Equity valuation guidance explains how operating assets, non-operating assets and financing claims fit together.
Net debt means debt less the cash included in the calculation. Therefore, the same relationship can be expressed as equity value = enterprise value − net debt.
When reviewing a business valuation, establish which value the report presents before interpreting the headline figure.
An Example in UAE Dirhams
Assume a company’s operations are valued at AED 20 million. The following illustrative scenarios hold that operating value constant and exclude other adjustments:
| Scenario | Enterprise value | Debt | Surplus cash | Equity value |
| Starting position | AED 20m | AED 6m | AED 2m | AED 16m |
| Higher debt, unchanged cash | AED 20m | AED 8m | AED 2m | AED 14m |
| Higher cash, unchanged debt | AED 20m | AED 6m | AED 4m | AED 18m |
| Cash exceeds debt | AED 20m | AED 1m | AED 3m | AED 22m |
The table shows why equity value can sit below or above enterprise value. Each additional dirham of debt reduces the calculated equity value by one dirham; each additional dirham of eligible cash increases it by one dirham, with everything else unchanged.
Which Debt Should Be Deducted?
Begin with bank loans, drawn overdrafts and other financing obligations. Include current repayments as well as longer-term balances. An undrawn borrowing facility is available funding, rather than an existing debt balance.
Shareholder loans deserve separate attention. Money lent by an owner can remain a company liability even when no interest is charged. Confirm whether the loan will be repaid, waived, converted into shares or transferred with the business. Repayment to an owner as lender is separate from payment for their shares.
Lease liabilities require consistent treatment across the operating valuation and the debt adjustment. Their treatment should match how lease expenses and cash flows were handled; otherwise, the same obligation can reduce value twice.
Ordinary supplier balances are generally handled within operating working capital. Deducting every balance-sheet liability as debt can understate shareholders’ value.
Also distinguish a valuation from a transaction settlement: market value may be appropriate for debt in a valuation, while a sale may require the actual repayment amount, including agreed interest and settlement charges.
How Much Cash Really Adds Value?
The bank balance alone does not establish the cash adjustment. Review three questions:
- Is the cash needed for operations? Funds required for payroll, inventory and routine payments may already be included within operating working capital. Add only cash excluded from the operating valuation.
- Can the company use it freely? Pledged deposits, escrow balances and other restricted funds need individual assessment. Restrictions may affect availability, timing and value without making the balance worthless.
- Will it remain at the relevant date? Planned distributions, capital expenditure and upcoming payments can change the cash available when a transaction completes.
Accounting presentation cannot settle these questions by itself. A deposit can still appear within cash and cash equivalents despite contractual restrictions on its use.

Why Repaying Debt Does Not Automatically Increase Equity Value
Return to the company with AED 20 million of enterprise value, AED 6 million of debt and AED 2 million of surplus cash. Its equity value is AED 16 million.
If it uses that AED 2 million to repay debt, debt falls to AED 4 million and surplus cash falls to zero:
AED 20 million − AED 4 million + AED 0 = AED 16 million.
The immediate equity value is unchanged, assuming no fees, tax effects or change in operating value. The repayment exchanges one balance-sheet item for another.
Likewise, borrowing AED 2 million and retaining the proceeds increases debt and cash equally. It does not automatically create shareholder value.
These calculations isolate the immediate effect. Over time, borrowing can finance productive investment, while repayment can reduce financial pressure. Higher debt can also increase financing risk and reduce business value. The outcome depends on the investment, financing terms and repayment capacity.
For UAE businesses, assess financing costs using the company’s actual tax position. The corporate tax calculation can require adjustments for non-deductible expenses, so borrowing should not be assumed to produce the same tax saving for every company.
Turn the Valuation into a Clear Transaction Price
An offer described as cash-free, debt-free usually establishes a price for the operations before the agreed cash and debt adjustments. The sale agreement must explain how these amounts affect the final equity price.
Use a consistent measurement date and agree how working capital is treated. For example, delaying supplier payments may inflate cash while leaving a working capital shortfall. An agreed working capital adjustment can offset that apparent benefit.
Define disputed items early, document each adjustment and prevent double counting. WBS Advisory’s mergers and acquisitions services include due diligence, valuation and negotiation support for this process.
FAQs
Can equity value exceed enterprise value?
Yes. If eligible cash exceeds debt, equity value exceeds enterprise value, assuming no other adjustments.
Does paying a dividend reduce equity value?
An ordinary cash dividend generally reduces company equity value by the amount distributed, all else unchanged. Shareholders receive that value as cash.
Are shareholder loans always treated as equity?
No. A repayable shareholder loan can remain debt. Its terms and any agreed conversion or waiver determine its treatment.
Should debt be deducted from every valuation?
No. A valuation based directly on cash flows to equity already reflects financing flows. Deducting debt again would double count it.
Is accounting equity the same as valued equity?
No. Accounting equity reflects recorded assets less liabilities. Valued equity considers the economic value attributable to shareholders.
