Valuing an NDIS business before you sell it

What a buyer is paying for

A buyer of an NDIS provider is paying for earnings it expects to keep after settlement. The valuation therefore starts where a buyer's diligence starts: revenue by participant, support category and management type, the plan end dates behind it, and the referrers who supplied it. NDIS business valuations explains the sector framework; this page covers what changes when the purpose is a sale.

Market value is the price a willing but not anxious buyer and a willing but not anxious seller would agree at the valuation date, both properly informed. It excludes what one particular buyer might pay for synergies only it can obtain. A consolidator may pay more than that, or may offer less and rely on you not knowing the difference; the valuation is the reference point.

Maintainable earnings without you

Maintainable earnings are the profit the business can repeat under a new owner, usually measured before interest, tax, depreciation and amortisation (EBITDA). Normalisation adjusts reported profit to reach that figure, and for a sale the largest adjustment is usually you. An owner who rosters shifts, holds the support coordinator relationships, lodges the claims and takes the on-call phone is costed at a market salary for that work. See what is maintainable earnings.

Three further adjustments are specific to a sale. Revenue is repriced to the NDIS pricing schedule in force at the valuation date, because the Minister's pricing determination sets maximum prices for 2026-27 that providers cannot exceed. Labour is restated at full cost under the Social, Community, Home Care and Disability Services Industry Award, and the Fair Work Ombudsman states that minimum award wages rose by 4.75 per cent from the first full pay period on or after 1 July 2026. Unlodged and held claims are removed from revenue, because the Department of Health, Disability and Ageing states that from 1 December 2026 the time to make a claim falls from two years to 90 days.

Registration decides the structure

The NDIS Quality and Safeguards Commission states that a registration is linked to a single ABN and is not transferable to a different ABN, and that once linked, the ABN cannot be updated or amended. That single rule shapes the whole transaction.

In an asset sale the buyer takes the business into its own entity and needs its own registration, covering the registration groups the business delivers, before it can deliver supports that require one. If it is not already registered, the Commission describes a verification audit for lower risk supports and a certification audit for higher risk supports. In a share sale the entity, its ABN and its registration continue. The Commission requires notification as soon as possible, updated key personnel details and, for changes of ownership from 1 July 2026, a condition audit started no later than three months after the purchase where a certification registration group is held and the sale significantly changes the organisation or its governance.

Either way, participants must be informed and must not be automatically moved to the new owner. The participant relationships are the value, and the part a vendor cannot promise, so the valuation measures how much revenue depends on how few participants and how they were introduced.

Enterprise value and equity value

Capitalising maintainable earnings gives enterprise value: the value of the operating business regardless of how it is funded. Equity value is what the shareholders receive: enterprise value less interest-bearing debt, plus surplus assets. An asset sale is negotiated around enterprise value, adjusted for what actually transfers; a share sale is negotiated around equity value, with a completion adjustment for working capital and accrued entitlements. The report states both. A sale of part of the entity is a share valuation; a partner leaving is covered at shareholder exit and buyout.

Goodwill and what carries it

Goodwill is the value of the business above its identifiable net assets. Taxation Ruling TR 1999/16, which reflects the High Court's decision in Murry, describes goodwill as one composite asset that attaches to the whole business and has sources rather than parts. In an NDIS provider those sources are documented service agreements, a screened and stable workforce, systems for rostering, claiming and incidents, registration in good standing, and referrers who deal with the organisation rather than with you. Where the sources sit with you personally, a buyer discounts the goodwill or requires a paid transition; where they sit with the business, the goodwill is transferable. See what reduces the value of an NDIS business.

Testing an offer

An offer is read as a package. Cash at completion is worth more than the same amount deferred; an earn-out depends on performance after you have handed over control; and a retention held against an audit or registration outcome may never be paid. HPNA compares each element with the concluded value and shows which risks come back to you. Whether to accept is a commercial and legal decision for you and your advisers. See the sale and exit valuation service and buying an NDIS business for the other side.

Before you go to market

Have revenue by participant and referrer, plan end dates, claim ageing, the certificate of registration and audit reports, incident and complaints registers, and payroll by classification ready before the first buyer conversation. Check the Commission's public register, because a buyer will. Where a claims backlog or an open corrective action can be fixed before marketing, the valuation shows which fix moves the number. See preparing a healthcare business for sale and how it works.