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.

Part of Business Valuation. Related: Merger Swap Ratio · Valuation for Strategic Decisions · M&A Deals

Frequently asked questions