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ARTICLE · 03 FEBRUARY 2026

SEBI Amends Valuation Framework Under Takeover And Share-Based Employee Benefit Regulations

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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...

IndiaEmployment and HR
AZB & Partners
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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

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