📢 SEBI Notification Update | December 2025

SEBI has issued an important notification amending the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 through the Second Amendment Regulations, 2025.

🔍 Key Highlights:

✅ Definition of “Valuer” Updated The term valuer will now have the same meaning as defined under Section 247 of the Companies Act, 2013, ensuring consistency with company law.

✅ Independent Registered Valuer Introduced The role of merchant banker for valuation has been replaced with “independent registered valuer”, strengthening transparency and governance in valuation of ESOPs and sweat equity.

✅ Transition Period Provided Ongoing valuation assignments started before the amendment can be completed within 9 months from the date the amendment regulations come into force.

✅ Certain Sub-regulations Omitted Sub-regulations (2) and (3) of Regulation 34 have been removed, simplifying the regulatory framework.

📅 Effective Date: These amendments will come into force 30 days from the date of publication in the Official Gazette.

📌 Why this matters: This update impacts companies issuing ESOPs and Sweat Equity, valuers, and compliance professionals by aligning valuation norms with the Companies Act and enhancing regulatory clarity.

📲 Stay compliant. Stay updated. For professional assistance, connect with Team VVityabazar.

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