Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Fifth Amendment) Regulations, 2025

7734 GI/2025 (1) REGD. No. D. L.-33004/99 xxxGIDHxxx xxxGIDExxx EXTRAORDINARY PART III—Section 4 PUBLISHED BY AUTHORITY SECURITIES AND EXCHANGE BOARD OF INDIA Mumbai, the 18th November, 2025 SECURITIES AND EXCHANGE BOARD OF INDIA (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) (FIFTH AMENDMENT) REGULATIONS, 2025 F. No. SEBI/LAD-NRO/GN/2025/273.—In exercise of the powers conferred by section 11, sub-section (2) of section 11A and section 30 of the Securities and Exchange Board of India Act, 1992 (15 of 1992) read with section 31 of the Securities Contracts (Regulation) Act, 1956 (42 of 1956), the Board hereby makes the following regulations to further amend the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, namely:-

1. These regulations may be called the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Fifth Amendment) Regulations, 2025.

2. They shall come into force on the date of their publication in the Official Gazette: Provided that sub-regulations I, III and VII of regulation 3 of these amendment regulations shall come into force on the thirtieth day from the date of their publication in the Official Gazette.

No. 747] NEW DELHI, TUESDAY, NOVEMBER 18, 2025/KARTIKA 27, 1947 CG-MH-E-19112025-267827

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3. In the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, –

I. in regulation 2, sub-regulation (1), clause (zc), in the first proviso, in clause (e), a. the word “its directors or its employees” appearing after the words “its subsidiary by” and before the symbol and words “, without establishing a business relationship” shall be substituted with words and symbols “the directors or key managerial personnel of the listed entity or its subsidiary, and relatives of such directors or key managerial personnel”; b. the words “employees and directors” shall be substituted with words and symbols “all such employees, directors, key managerial personnel and relatives of such directors or key managerial personnel”;

II. in regulation 12, a. the existing first proviso and second proviso shall both be deleted; b. the symbol “:” appearing after the words, letters and symbols “(c) amount of mortgage (hypothecation) or charge” shall be replaced by the symbol “.”;

III. in regulation 23, a. in sub-regulation (1), in the first proviso, the words, symbols and figures “one hundred crore rupees or ten per cent of the aggregate of the last audited financial statements of the listed entity as shown in the listed entity’s annual operating statement (TOI) (whichever is less)” shall be substituted with words, symbols and figures “the limits specified in Appendix XII to these regulations are exceeded”; b. in sub-regulation (2), i. in the second proviso,

1. clause (b) shall be replaced by the following clause, namely:- “(b) related party transactions (related party transactions) exceeding one hundred crore rupees [individually or including the previous related party transaction during the financial year], in which the listed entity’s subsidiary is a party but the listed entity is not a party, shall be approved by the Audit Committee of the listed entity prior to the audit, if the value of such transaction: (i) exceeds ten per cent of the aggregate audited financial statements of the subsidiary [its standalone] annual TOI (operating statement); or (ii) exceeds the limit specified in Appendix XII to these regulations and such transaction is considered a material related party transaction between the listed entity and the related party, whichever is less.”

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2. clause (c) shall be replaced by the following clause and proviso, namely:- “(c) related party transactions (related party transactions) exceeding one hundred crore rupees [individually or including the previous related party transaction during the financial year], in which the listed entity’s subsidiary is a party but the listed entity is not a party and the audited financial statements of such subsidiary for at least one financial year are also available, shall be approved by the Audit Committee of the listed entity prior to the audit, if the value of such transaction: (i) exceeds ten per cent of the paid-up share capital (equity share capital) and securities premium account of the subsidiary; or (ii) exceeds the limit specified in Appendix XII to these regulations and such transaction is considered a material related party transaction between the listed entity and the related party, whichever is less: Provided that the paid-up share capital (equity share capital) and securities premium account of the subsidiary (holding/subsidiary) shall be of the date which is not more than three months prior to the date of seeking approval from the Audit Committee.”

c. in sub-regulation (4), i. in the second proviso, the symbol “.” shall be replaced by the symbol “:”; ii. after the second proviso, the following two provisos shall be added, namely:- “Provided that and in the case of related party transactions entered into with the related party, the general standing approval given by shareholders in the Annual General Meeting shall remain valid until the date of the next Annual General Meeting [which the company shall hold within the time limits specified in section 96 of the Companies Act, 2013 or the rules, notifications, or circulars issued therefrom from time to time]: Provided that and in the case of related party transactions entered into with the related party, if the general standing approval is given by shareholders in the Annual General Meetings and then given in any other General Meetings, such general standing approvals given in such manner shall remain valid for only one year from the date of such approval.”

d. in sub-regulation (5), the following clarification shall be added after clause (e), namely:- “Clarification: To remove doubts, it is clarified that the words ‘holding company (holding company)’ used in clause (b) of this sub-regulation mean and have always meant – listed holding company (listed holding company).”

IV. in regulation 53, a. in sub-regulation (1), the words, symbols and figures “the listed entity’s annual report shall contain the following insertions as per the Companies Act, 2013” shall be substituted with words, symbols and figures “the listed entity’s annual report shall contain such disclosure (discloser) as mentioned in the Companies Act, 2013 or in the rules made thereunder under which such listed entity is listed, and along with the same, the following summary disclosure shall also be given”; b. sub-regulation (2) shall be replaced by the following sub-regulation, namely:- “(2) The listed entity shall submit the following copies to the Stock Exchange and the Benchmark Index Provider (Benchmark Index Provider) and also upload them on its website – (a) a copy of the annual report (as applicable, until the date on which it is dispatched to its shareholders or the date on which it is submitted to the Central Government or State Government); and (b) if any change of any kind is made in the annual report, then in such case, along with its revised copy, this disclosure shall be made as to what changes have been made and what the purpose of such changes is [as applicable, within 48 hours after the Annual General Meeting, or until the date on which this disclosure is dispatched to its shareholders or the date on which this disclosure is submitted to the Central Government or State Government].”

V. in regulation 58, a. in sub-regulation (1), clause (b) shall be replaced by the following clause, namely:- “(b) Non-convertible securities (Non-Convertible Securities) held by such debenture holders and who have provided their email IDs to it, shall be given a letter containing a web-link, which when clicked, shall lead to the web-page containing full details of the annual report, in addition to which the listed entity may also provide a QR (Quick Response) code in this regard.” b. the following sub-regulation shall be added after sub-regulation (1), namely:- “(1A) The listed entity shall dispatch the copies mentioned in sub-regulation (1), and such copies shall be dispatched within the time limits specified in section 136 of the Companies Act, 2013 and the rules made thereunder or in the rules under which such listed entity is listed: Provided that if no time limit is specified in the rules, then in such case, these copies shall be dispatched, as applicable, until the date on which such copies are dispatched to its shareholders or the date on which such copies are submitted to the Central Government or State Government.”

VI. in Appendix-I, clause (3) shall be deleted.

VII. after Appendix-XI, the following new Appendix shall be added, namely:- “Appendix-XII: Related Party Transactions (Related Party Transactions / Related Party Transactions) [See regulation 23(1)] A related party transaction (Related Party Transaction / Related Party Transaction) shall be considered material when the value of the transaction either individually or including the previous related party transaction during the financial year exceeds the following:

Listed Entity’s Aggregate TOI (Operating Statement) | Limit (I) Up to ₹20,000 crore | 10% of the listed entity’s annual Aggregate TOI (Operating Statement) (II) ₹20,000 crore to ₹40,000 crore | ₹2,000 crore + 5% of the listed entity’s annual Aggregate TOI (Operating Statement) exceeding ₹20,000 crore (III) More than ₹40,000 crore | ₹3,000 crore + 2.5% of the listed entity’s Aggregate annual TOI (Operating Statement) exceeding ₹40,000 crore or ₹5000 crore (whichever is less)

Clarification: For the purpose of calculating the limits mentioned above, the listed entity’s annual Aggregate TOI (Operating Statement) shall be calculated on the basis of the listed entity’s last audited financial statements.

Example-1. – This refers to the listed entities in serial no. (II), in which case if the listed entity’s annual Aggregate TOI (Operating Statement) is ₹30,000 crore ₹2,000 crore + 5% of the remaining ₹10,000 crore = ₹2,500 crore

Example-2. – This refers to the listed entities in serial no. (III), in which case if the listed entity’s annual Aggregate TOI (Operating Statement) is ₹50,000 crore ₹3,000 crore + 2.5% of the remaining ₹10,000 crore = ₹3,250 crore

Example-3. – This refers to the listed entities in serial no. (III), in which case if the listed entity’s annual Aggregate TOI (Operating Statement) is ₹1,50,000 crore ₹3,000 crore + 2.5% of the remaining ₹1,10,000 crore = ₹5,750 crore However, the limit for related party transactions (Related Party Transactions / Related Party Transactions) with related parties shall remain ₹5,000 crore, because this amount is less than ₹5,750 crore ”

Approved by, Deputy Secretary to the Government of India [Notification-III/4/Extra./484/2025-26]

Footnote:

1. The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, F. No. SEBI/L.A.D.-E.A.R.O./I.E./2015-16/013, were published in the Gazette of India on 2nd September 2015.

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2. The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 subsequent to: a) 22nd December, 2015 by the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2015, Notification No. SEBI/L.A.D.-E.A.R.O./I.E./2015-16/027, b) 25th May, 2016 by the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2016, Notification No. SEBI/L.A.D.-E.A.R.O./I.E./2016-17/001, c) 8th July, 2016 by the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Second Amendment) Regulations, 2016, Notification No. SEBI/L.A.D.-E.A.R.O./I.E./2016-17/008, d) 4th November, 2017 by the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Third Amendment) Regulations, 2016, Notification No. SEBI/L.A.D.-E.A.R.O./I.E./2016-17/025, e) 15th February, 2017 by the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2017, Notification No. SEBI/L.A.D./E.A.R.O./I.E./2016-17/029, f) 6th March, 2017 by the Securities and Exchange Board of India (Fee Structure and Mode of Payment of Fee) (Amendment) Regulations, 2017, Notification No. SEBI/L.A.D.-E.A.R.O./I.E./2016-17/037 [read with Notification No. SEBI/L.A.D.-E.A.R.O./I.E./2016-17/38 dated 29th March, 2017], g) 9th May, 2018 by the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2018, Notification No. SEBI/LAD-NRO/GN/2018/10, h) 30th May, 2018 by the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Second Amendment) Regulations, 2018, Notification No. SEBI/L.A.D.-E.A.R.O./I.E./2018/13, i) 1st June, 2018 by the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Third Amendment) Regulations, 2018, Notification No. SEBI/L.A.D.-E.A.R.O./I.E./2018/21, j) 8th June, 2018 by the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Fourth Amendment) Regulations, 2018, Notification No. SEBI/L.A.D.-E.A.R.O./I.E./2018/24, k) 6th September, 2018 by the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Fifth Amendment) Regulations, 2018, Notification No. SEBI/L.A.D.-E.A.R.O./I.E./2018/30, l) 16th November, 2018 by the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Sixth Amendment) Regulations, 2018, Notification No. SEBI/L.A.D.-E.A.R.O./I.E./2018/47, m) 29th March, 2019 by the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2019, Notification No. SEBI L.A.D.-E.A.R.O./I.E./2019/07, n) 7th May, 2019 by the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Second Amendment) Regulations, 2019, Notification No. SEBI/L.A.D.-E.A.R.O./I.E./2019/12, o) 27th June, 2019 by the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Third Amendment) Regulations, 2019, Notification No. SEBI/L.A.D.-E.A.R.O./I.E./2019/22, p) 29th July, 2019 by the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Fourth Amendment) Regulations, 2019, Notification No. SEBI/LAD-NRO/GN/2019/28, q) 26th December, 2019 by the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Fifth Amendment) Regulations, 2019, Notification No. SEBI/L.A.D.-E.A.R.O./I.E./2019/45, r) 10th November, 2020 by the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2020, Notification No. SEBI/L.A.D.-E.A.R.O./I.E./2020/02, s) 17th April, 2020 by the Securities and Exchange Board of India (Regulatory Sandbox) (Amendment) Regulations, 2020, F. No. SEBI/L.A.D.-NRO/GN/2020/10, t) 5th August, 2020 by the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Second Amendment) Regulations, 2020, Notification No. SEBI/L.A.D.-E.A.R.O./I.E./2020/25, u) 8th September, 2020 by the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Third Amendment) Regulations, 2020, Notification No. SEBI/L.A.D.-E.A.R.O./I.E./2020/33, v) 8th November, 2021 by the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2021, Notification No. SEBI/L.A.D.-E.A.R.O./I.E./2021/02, w) 5th May, 2021 by the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Second Amendment) Regulations, 2021, Notification No. SEBI/L.A.D.-E.A.R.O./I.E./2021/22, x) 3rd August, 2021 by the Securities and Exchange Board of India (Regulatory Sandbox) (Amendment) Regulations, 2021, Notification No. SEBI/LAD-NRO/GN/2021/30, y) 3rd August, 2021 by the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Third Amendment) Regulations, 2021, Notification No. SEBI/LAD-NRO/GN/2021/35, z) 13th August, 2021 by the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Fourth Amendment) Regulations, 2021, Notification No. SEBI/L.A.D.-E.A.R.O./I.E./2021/42, za) 7th September, 2021 by the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Fifth Amendment) Regulations, 2021, Notification No. SEBI/LAD-NRO/GN/2021/47, zb) 9th November, 2021 by the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Sixth Amendment) Regulations, 2021, Notification No. SEBI/LAD-NRO/GN/2021/55, zc) 24th November, 2022 by the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2022, Notification No. SEBI/L.A.D.-E.A.R.O./I.E./2022/66, zd) 22nd March, 2022 by the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Second Amendment) Regulations, 2022, Notification No. SEBI/L.A.D.-E.A.R.O./I.E./2022/76, ze) 11th April, 2022 by the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Third Amendment) Regulations, 2022, Notification No. SEBI/L.A.D.-E.A.R.O./I.E./2022/79, zf) 25th April, 2022 by the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Fourth Amendment) Regulations, 2022, Notification No. SEBI/L.A.D.-E.A.R.O./I.E./2022/80,

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zg) 25th July, 2022 by the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Fifth Amendment) Regulations, 2022, Notification No. SEBI/L.A.D.-E.A.R.O./I.E./2022/88, zh) 14th November, 2022 by the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Sixth Amendment) Regulations, 2022, Notification No. SEBI/L.A.D.-E.A.R.O./I.E./2022/103, zi) 5th December, 2022 by the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Seventh Amendment) Regulations, 2022, Notification No. SEBI/L.A.D.-E.A.R.O./I.E./2022/109, zj) 17th November, 2023 by the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2023, Notification No. SEBI/L.A.D.-E.A.R.O./I.E./2023/117, zk) 7th February, 2023 by the Securities and Exchange Board of India (Fee Structure and Mode of Payment of Fee) (Amendment) Regulations, 2023, Notification No. SEBI/L.A.D.-E.A.R.O./I.E./2023/121, zl) 14th June, 2023 by the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Second Amendment) Regulations, 2023, Notification No. SEBI/L.A.D.-E.A.R.O./I.E./2023/131, zm) 4th July, 2023 by the Securities and Exchange Board of India (Alternative Mechanism for Dispute Resolution) (Amendment) Regulations, 2023, Notification No. SEBI/LAD-NRO/GN/2023/137, zn) 23rd August, 2023 by the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Third Amendment) Regulations, 2023, Notification No. SEBI/LAD-NRO/GN/2023/149, zo) 19th September, 2023 by the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Fourth Amendment) Regulations, 2023, Notification No. SEBI/LAD-NRO/GN/2023/151, zp) 9th October, 2023 by the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Fifth Amendment) Regulations, 2023, Notification No. SEBI/LAD-NRO/GN/2023/155, zq) 20th October, 2023 by the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Sixth Amendment) Regulations, 2023, Notification No. SEBI/LAD-NRO/GN/2023/158, zr) 21st December, 2023 by the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Seventh Amendment) Regulations, 2023, Notification No. SEBI/LAD-NRO/GN/2023/161,

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zs) 17th May, 2024 by the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2024, Notification No. SEBI/L.A.D.-E.A.R.O./I.E./2024/177, zt) 10th July, 2024 by the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Second Amendment) Regulations, 2024, Notification No. SEBI/LAD-NRO/GN/2024/189, zu) 12th December, 2024 by the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Third Amendment) Regulations, 2024, Notification No. SEBI/LAD-NRO/GN/2024/218, zv) 28th March, 2025 by the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2025, Notification F. No. SEBI/LAD-NRO/GN/2025/239, zw) 1st May, 2025 by the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Second Amendment) Regulations, 2025, Notification F. No. SEBI/LAD-NRO/GN/2025/244, zx) 8th September, 2025 by the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Third Amendment) Regulations, 2025, Notification F. No. SEBI/LAD-NRO/GN/2025/261, zy) 27th October, 2025 by the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Fourth Amendment) Regulations, 2025, Notification F. No. SEBI/LAD-NRO/GN/2025/270, They were amended.

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SECURITIES AND EXCHANGE BOARD OF INDIA NOTIFICATION Mumbai, the 18th November, 2025 SECURITIES AND EXCHANGE BOARD OF INDIA (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) (FIFTH AMENDMENT) REGULATIONS, 2025 F. No. SEBI/LAD-NRO/GN/2025/273.─In exercise of the powers conferred by section 11, sub-section (2) of section 11A and section 30 of the Securities and Exchange Board of India Act, 1992 (15 of 1992) read with section 31 of the Securities Contracts (Regulation) Act, 1956 (42 of 1956), the Board hereby makes the following regulations to further amend the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, namely:-

1. These regulations may be called the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Fifth Amendment) Regulations, 2025.

2. They shall come into force on the date of their publication in the Official Gazette: Provided that sub-regulations I, III and VII of regulation 3 of these amendment regulations shall come into force on the thirtieth day from the date of their publication in the Official Gazette.

3. In the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, –

I. in regulation 2, sub-regulation (1), clause (zc), in the first proviso, in clause (e), a. the word “its directors or its employees” appearing after the words “its subsidiary by” and before the symbol and words “, without establishing a business relationship” shall be substituted with words and symbols “the directors or key managerial personnel of the listed entity or its subsidiary, and relatives of such directors or key managerial personnel”; b. the words “employees and directors” shall be substituted with words and symbols “all such employees, directors, key managerial personnel and relatives of such directors or key managerial personnel”;