The Securities and Exchange Board of India (SEBI) on December 03, 2025, notified the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) (Amendment) Regulations, 2025 to further amend to the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011. These amendments introduce key reforms in the valuation framework applicable during takeovers and open offers.
The amendments insert a new definition of “valuer” aligned with Section 247 of the Companies Act, 2013, and replace references to valuation by the acquirer and manager to the open offer with valuation by an independent registered valuer. Various sub-regulations under Regulations 8 and 9 have been modified to mandate independent valuation and enable SEBI to require such valuation at the acquirer’s expense. Transitional provisions allow ongoing valuation assignments (undertaken prior to these amendments) to be completed within nine months from the effective date.
These regulations will come into force 30 days after publication in the Official Gazette, strengthening transparency and independence in valuation processes during substantial acquisition and takeover transactions.
[Notification No. SEBI/LAD-NRO/GN/2025/283]
