Fairness Opinion

Fairness Opinion — an independent opinion the board, the shareholders and SEBI can rely on

A fairness opinion is a written opinion, addressed to the board (or a committee of independent directors), on whether the financial terms of a proposed transaction are fair, from a financial point of view, to a specified class of shareholders. Transique issues fairness opinions on mergers, demergers, acquisitions, related-party transactions, open offers and schemes of arrangement — for listed entities, private companies and group-restructuring situations.
We do not combine fairness-opinion engagements with advisory roles on the same transaction. Independence is non-negotiable. Our fairness opinions are written for directors who will be asked to stand behind them.

When you need us
  • You are a board or independent-director committee evaluating a proposed transaction.
  • You are a listed entity executing a scheme of arrangement and need a SEBI-compliant fairness opinion.
  • You are a promoter-led group executing a related-party merger and need an independent fairness view to defend the transaction to minority shareholders.
  • You are executing a buy-back or tender offer and need a fairness opinion on the price.
What we deliver
  • Independent written fairness opinion addressed to the board or committee.
  • Supporting valuation workbook and methodology memorandum.
  • Board-briefing materials and Q&A anticipation pack.
  • If required, attendance at the board meeting to present and answer questions.
  • For listed entities, the disclosures required under SEBI ICDR / LODR frameworks.
Our methodology
  • Scope and independence. Written confirmation of no advisory role on the transaction; engagement letter addressed to the board.
  • Valuation. Transaction-context valuation of relevant entities or instruments using triangulated methods.
  • Comparative analysis. Precedent transactions, market data, sector benchmarks.
  • Fairness determination. Whether the transaction price / ratio falls within the reasonable range implied by the valuation work.
  • Report issuance. Signed opinion; supporting exhibits; board-presentation deck.
Technical grounding
  • For listed entities — SEBI ICDR and LODR compliance on fairness-opinion disclosures.
  • For schemes — the SEBI scheme-of-arrangement circular requirements.(Required by SEBI Registered Merchant Banker)
  • For independent-director committees — structured engagement letter respecting committee confidentiality.
Frequently asked questions

Who typically commissions a fairness opinion?

The board, a committee of independent directors, or — in minority-shareholder-sensitive transactions — a nominated shareholder-protection committee. For SEBI-regulated entities, fairness-opinion frameworks are specifically embedded in several ICDR and LODR provisions.

How is a fairness opinion different from a valuation report?

A valuation report computes value. A fairness opinion compares the transaction terms with the valuation range and opines on whether the terms are fair, from a financial point of view, to a specified class of shareholders. The opinion is narrower but more decision-oriented than the valuation.

Can the same firm issue the valuation and the fairness opinion?

No, there has to be complete independence between the Valuer and the Fairness Opinion provider.

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At Transique Corporate Advisors, we specialise in guiding business owners, promoters, and CFOs through the SME IPO journey — from valuation to listing and beyond.

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