SEBI Mandates Independent Valuation for Takeovers

SEBI Mandates Independent Valuation for Takeovers

SEBI amended the Substantial Acquisition of Shares and Takeovers (SAST) Regulations, 2011 on December 3, 2025, to enhance fairness in deal pricing by removing the authority of Acquirers and Managers to determine share prices. All valuations must now be conducted exclusively by Independent Registered Valuers as defined under Section 247 of the Companies Act, 2013, eliminating potential conflicts of interest. This mandatory requirement applies in three scenarios: determining offer prices for infrequently traded shares, certifying share exchange ratios in share swaps, and executing SEBI-ordered valuations at the acquirer’s expense. SEBI has provided a 9-month transition window for ongoing valuation assignments undertaken before the amendment’s effective date, while all new assignments must strictly comply with the new requirements.

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