Merger Swap-Ratio Valuation — engineered for NCLT, SEBI and minority-shareholder scrutiny

Swap-ratio valuations determine how many shares of the acquiring or merged entity are issued to shareholders of the transferor company. The ratio is scrutinised by the stock exchanges, SEBI (for listed entities), the NCLT, independent directors, and — if contested — by minority shareholders. Transique delivers swap-ratio valuations that are engineered to survive every one of those review layers.

Every swap-ratio report we issue covers reasoning for selection or non-selection of Asset, Income and Market based valuation approaches, fairness-range analysis, sensitivity tables and a written rationale for the recommended ratio. Reports are signed by an IBBI-Registered Valuer and are explicitly designed for NCLT filing.

• You are contemplating a merger, demerger or scheme of arrangement involving one or more listed or unlisted entities.
• You require an independent swap-ratio valuation for NCLT filing under Section 230–232 of the Companies Act 2013.
• You need a separate fairness opinion alongside the swap ratio from an Independent SEBI Registered Merchant Banker.
• You are restructuring within a group and need an arm’s-length swap ratio defensible against related-party-transaction concerns.
• You are a Listed company acquiring a group company on swap basis and require a defensible fair business valuation report of group company from point of view of minority shareholders of listed company and SEBI / regulatory purposes.

• Independent valuation of each entity after considering all three valuation approaches (DCF, comparable-companies, market-price for listed securities, NAV).
• Reconciliation of methods into a relative-value conclusion and proposed swap ratio.
• Sensitivity and scenario analysis around key inputs.
• Written report and accompanying exhibits designed for NCLT and stock-exchange filing.
• Q&A pack anticipating regulator, exchange and minority-shareholder questions.

• Scope. Identify the transferor, transferee, effective date, appointed date and listing status.
• Entity valuations. Value each entity on a stand-alone basis using method triangulation.
• Relative-value reconciliation. Compute share-exchange ratio from the method-weighted valuations.
• Sensitivity. Produce the reasonableness range and the point-estimate within it.
• Report. Draft report, internal review, partner sign-off, issuance.

• Separate fairness opinion prepared alongside the swap-ratio report where independent-director framework or SEBI regulations requires it.
• For listed entities, SEBI Circular on Scheme of Arrangement compliance(SEBI 2023 Circular SEBI/HO/CFD/POD-2/P/CIR/2023/93 (https://www.sebi.gov.in/legal/master-circulars/jun-2023/master-circular-on-scheme-of-arrangement_72839.html)
• Stock Exchange 2025 SOP for Scheme of Arrangementshttps://nsearchives.nseindia.com/web/circular/2025-07/Combine_checklist_20250731201613.pdf
• For unlisted entities, International Valuation Standards and NCLT precedents.