Moment guide · FY 2026-27
I am selling my business as a slump sale
How is a slump sale taxed under section 50B?
A slump sale under section 50B is the transfer of a whole undertaking for a lump sum without valuing individual assets; the gain is the consideration minus the net worth computed from the books. Held over 36 months, the gain is LTCG at 12.5% without indexation, and the 54EC bond route is not available for slump-sale gains.
Your legitimate options
Every route the statute actually gives you — with its condition, cap and deadline.
| Route | Condition | Cap / deadline |
|---|---|---|
| Whole undertaking at a lump sum | Selling the entire undertaking for a lump sum without valuing individual assets is a slump sale u/s 50B | If individual assets are valued, it is not a slump sale |
| Gain = consideration minus net worth | The gain is the sale consideration minus the net worth — WDV of depreciable assets plus book value of other assets minus liabilities | Net worth is computed from the books of the immediately preceding year |
| LTCG at 12.5% without indexation | Held more than 36 months — LTCG at 12.5% with no indexation after FA 2024 | NOT eligible for section 54EC bond reinvestment |
The #1 trap
Trying to reinvest slump-sale gains in 54EC bonds — the capital gains exemption route under section 54EC does not apply to slump sales. Also, if the individual assets are valued and sold piecemeal, the transaction is not a slump sale under section 50B at all, and each asset follows its own capital gains rules with different holding periods.
The decision path
Follow it top to bottom — the first condition that matches is your answer.
Worked example
Verma, owner selling his distribution undertaking in 2026
Verma sells his entire distribution undertaking — warehouse, delivery vehicles, customer contracts and goodwill — for a lump sum of ₹3,00,00,000 in June 2026, without valuing the individual assets separately. Under section 50B, this is a slump sale. The net worth is computed from the books of the immediately preceding year: the WDV of depreciable assets is ₹40,00,000, the book value of other assets is ₹25,00,000, and liabilities are ₹15,00,000, giving a net worth of ₹40,00,000 plus ₹25,00,000 minus ₹15,00,000, which is ₹50,00,000. The capital gain is the consideration of ₹3,00,00,000 minus the net worth of ₹50,00,000, which is ₹2,50,00,000. Because the undertaking was held for more than 36 months, the gain is long-term, taxed at 12.5% with no indexation after Finance Act 2024, giving ₹31,25,000 before surcharge and cess. Verma considered reinvesting in 54EC bonds to defer the tax, but the section 54EC exemption is not available for slump-sale gains, so that route is closed. If instead he had valued the warehouse, vehicles and contracts individually and sold them separately, the transaction would not be a slump sale: the warehouse would be a long-term asset at 12.5% without indexation, the vehicles would be short-term if held under 24 months, and each asset would be computed independently. Verma keeps the sale deed, the preceding year's balance sheet, the net worth working and the valuation notes to substantiate the section 50B computation. A quick call with us dials in the final figure. Verma also checks the net worth computation carefully, because the WDV of the depreciable assets and the book value of the other assets are taken from the balance sheet of the immediately preceding year, and a year-end revaluation is not considered. If the undertaking has liabilities that exceed the assets, the net worth is negative and the gain is computed on that basis. The 36-month holding period is measured from the date the undertaking was first held, not from the date of the last asset addition, so a business started 10 years ago with a new machine last year still has a long-term undertaking. A quick call with us dials in the final figure.
Questions people actually ask
Sections: 50B, 2(42C), 54EC · Last verified 2026-08-11 · Reviewed by Harun Raaj & Associates, Chartered Accountants. Every figure cites the Income-tax Act, 1961 (with ITA 2025 mapping via our section index).