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Informist, Saturday, Dec. 6, 2025

MUMBAI – The Securities and Exchange Board of India has notified amendments to the SEBI Substantial Acquisition of Shares and Takeovers Regulations, introducing a change in how valuations are carried out during open offers and substantial acquisition transactions. The amendments were published in the gazette on Wednesday and will come into force 30 days from publication.

A key change is that all valuations required under regulation 8--which determines fair pricing for open offers--must now be conducted by an independent registered valuer. Earlier, the valuation exercise could be undertaken jointly by the acquirer and the manager to the open offer. The regulator has also clarified that it may direct that the valuation be carried out by an independent registered valuer at the expense of the acquirer. This substitutes the earlier provisions that permitted valuations by an independent merchant banker or independent chartered accountant.  

To ensure continuity, SEBI has granted a nine-month transition window for all valuation assignments already in progress as of the date the amended regulations come into force. These ongoing valuations — whether conducted by the acquirer, the manager to the open offer, or an independent merchant banker or chartered accountant — must be completed within nine months of the effective date.

The amendment also revises pricing rules related to share swaps. The valuation to determine the volume-weighted average market price for such transactions must now be certified by a registered valuer, replacing the earlier requirement for certification by an independent merchant banker or a chartered accountant with at least 10 years of experience. A similar nine-month transition clause applies here as well.  End

Reported by Kabir Sharma

Edited by Akul Nishant Akhoury

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