Valuation for open offers under the Takeover Regulations previously involved the acquirer and the manager to the open offer or independent merchant bankers/chartered accountants. SEBI has now mandated stricter independence by shifting valuation responsibility exclusively to independent registered valuers under the Companies Act, 2013, reducing conflict of interest in takeover valuations.             

• A new definition of “valuer” has been inserted in Regulation 2, adopting the meaning from Section 247 of the Companies Act, 2013, thereby limiting valuation rights strictly to registered valuers.
• In Regulation 8(2)(e) and 8(4), valuation responsibilities of the acquirer and manager to the open offer are replaced with a requirement that valuations be carried out by an independent registered valuer.
• SEBI is empowered under amended Regulation 8(16) to direct valuation by an independent registered valuer at the expense of the acquirer.
• In Regulation 9(5)(c), merchant bankers and independent chartered accountants are removed as eligible valuers, replacing them entirely with registered valuers for pricing and payment mechanisms.
• A uniform transitional period of nine months has been provided for completion of all valuations already initiated under the earlier framework before the amendment becomes effective.
• Any valuation assignment that continues beyond the nine-month transition window must shift to the registered valuer regime without exception.