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SEBI has, pursuant to two Notifications dated December 3, 2025, effective from January 2, 2026, amended the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 ('Takeover Regulations') and SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 ('SBEB Regulations') to standardise valuation requirements by mandating use of a 'registered valuer' (as defined under the Act) ('Registered Valuer'):
i. SBEB Regulations: Valuation of know-how, intellectual property rights, or value addition for which sweat equity is proposed to be issued must now be carried out by an independent Registered Valuer (replacing the earlier merchant banker requirement). Ongoing merchant banker valuations prior to the amendment must be completed within nine months; and
ii. Takeover Regulations: In case of an open offer relating to direct and indirect acquisition of shares that are not frequently traded, the open offer price is now required to be determined by an independent Registered Valuer (previously by the acquirer and the manager). The same approach applies to indirect acquisitions where the price cannot be determined under the prescribed parameters. For ongoing valuations commenced prior to the amendment, the acquirer and manager to the open offer must complete the valuation within nine months from the effective date. Additionally, where the Takeover Regulations previously provided for appointment of independent merchant banker or independent chartered accountant for any valuation, the amendment now requires appointment of an independent Registered Valuer.
Originally published 30 January 2026
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