Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2026

406 GI/2026 (1) REGD. No. D. L.-33004/99 xxxGIDHxxx xxxGIDExxx EXTRAORDINARY PART III—Section 4 PUBLISHED BY AUTHORITY No. 52] NEW DELHI, TUESDAY, 20 JANUARY 2026/PAUSHA 30, 1947

Securities and Exchange Board of India NOTIFICATION Mumbai, 20th January, 2026

Securities and Exchange Board of India [Listing Obligations and Disclosure Requirements] (Amendment) Regulations, 2026

No. SEBI/HO/LODR-NR/O/2026/295.—In exercise of the powers conferred by Section 11, Section 11K(2), 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] (Amendment) Regulations, 2026.

These regulations shall come into force on the date of their publication in the Official Gazette.

2. In the Securities and Exchange Board of India [Listing Obligations and Disclosure Requirements] Regulations, 2015, the following amendments shall be made:

I. In Regulation 15, (a) In sub-regulation (1K), i. The word "Regulation" appearing after the words "from Regulation 16" and before the number "27" shall be deleted; ii. The words and symbols "Applicable to Entities, which have" shall be replaced by the words and symbols "Non-Convertible Debt Securities (Non-Convertible Debt Securities)"; iii. The words "Outstanding Value of Listed Non-Convertible Debt Securities" appearing after the words "issued and whose" shall be replaced by the words "Value of Outstanding Listed Non-Convertible Debt Securities"; iv. The word "One" appearing before the words "or more than ten crore rupees" shall be replaced by the word "Five"; (b) In the proviso to sub-regulation (1K), i. The word "One" appearing after the words "during the financial year" and before the words "ten crore rupees" shall be replaced by the word "Five"; ii. The word "more" appearing after the words "equal to or" and before the words "may be," shall be replaced by the word "greater"; iii. The symbol "," shall be inserted after the words "on which such event occurred" and before the words "on such day"; iv. The symbol "," shall be inserted after the words "and on which such event occurred" and before the words "on such day"; (c) Clarification (2) shall be deleted; (d) In sub-regulation (1KK), i. The word "stated" appearing after the words "in sub-regulation (3)" and before the words "notwithstanding anything contained in" shall be replaced by the word "mentioned"; ii. The word "Regulation" appearing after the words "from Regulation 15" and before the number "27" shall be deleted; iii. The words and symbols "below the prescribed limit-line" shall be replaced by the words and symbols "below the prescribed limit (limit-line/threshold)"; (e) The following proviso shall be inserted after sub-regulation (1KK), namely: "Provided that the provisions of this sub-regulation shall not apply to those Entities which do not remain HVDEs exceeding the prescribed limit (limit-line/threshold) as per Regulation 15(1K)."

II. In Regulation 39, sub-regulation (2) shall be replaced by the following sub-regulation, namely: "(2) The listed (listed) Entity shall, upon receipt from the transferor to the transferee (along with necessary documents) in respect of sub-divisions, splits, consolidations, renews, exchanges/exchanges of shares/securities (securities/shares) and in cases where certificates are lost, destroyed, or mutilated, get such shares/securities (securities/shares) dematerialized within thirty days from the date of receipt by the transferee."

III. In Regulation 40, sub-regulation (1) shall be replaced by the following sub-regulation, namely: "(1) The listed (listed) Entity shall comply with both the provisions provided in the laws relating to securities or the Companies Act, 2013 and the rules made thereunder, but along with this, it shall also comply with the following provisions: (a) No action shall be taken on the transferors regarding the transfer (internal) of shares/securities (securities/shares) until such shares/securities are held in demat form with the Depository; (b) The transfer or re-transfer of shares/securities, whether in physical form or demat form, shall be done only in demat form: Provided that nothing contained in clause (a) shall affect the transfer of shares/securities registered before 1st April, 2019 and still held in physical form, provided that the timelines prescribed by the Board are complied with."

IV. In Regulation 61K, sub-regulation (3) shall be replaced by the following sub-regulation, namely: "(3) The amount deposited in the Investor Education and Protection Fund (IEPF) for which no claim has been made and no payment has been made shall be transferred to the Investor Education and Protection Fund in accordance with Section 125 of the Companies Act, 2013 and the rules made thereunder: Provided that in the case of listed Entities which do not fall under the definition of 'Company' in the Companies Act, 2013 and the rules made thereunder, the amount lying in the Investor Education and Protection Fund shall be transferred to the Investor Protection and Education Fund (Investor Protection and Education Fund) constituted by the Board under Section 11 of the Act, for which no claim has been made and no payment has been made for seven years from the date of maturity (maturity) of Non-Convertible Securities (Non-Convertible Securities): Provided further that no interest shall accrue on the amount transferred to the Investor Protection and Education Fund."

V. In Regulation 62G, (a) In sub-regulation (1), i. The word "One" appearing after the words "Value of Debt Securities" and before the words "ten crore rupees" shall be replaced by the word "Five"; ii. In Clarification (1),

1. The word "then" shall be inserted after the words and symbols "or not, this" and before the words "determined on this basis";
2. The words and symbols "What is the outstanding principal amount of Listed Debt Securities (Listed Debt Securities) on 31st March, 2025, even if this amendment is notified on any date" shall be replaced by the words and symbols "What is the outstanding principal amount of Listed Debt Securities (Listed Debt Securities) on the date of notification of this amendment"; iii. In the proviso inserted after Clarification (2),
3. The word "One" appearing after the words "during the financial year" and before the words "ten crore rupees" shall be replaced by the word "Five";
4. The word "mention" appearing after the words "in the report" and before the words "that these provisions" shall be replaced by the word "state"; (b) In sub-regulation (2), i. The word "stated" appearing after the words "in sub-regulation (3)" and before the words "notwithstanding anything contained in" shall be replaced by the word "mentioned"; ii. In the Clarification of sub-regulation (2), the symbol "." appearing after the words "shall apply" shall be replaced by the symbol ":"; iii. The following proviso shall be inserted after the Clarification of sub-regulation (2), namely: "Provided that the provisions of this sub-regulation shall not apply to those Entities which do not remain HVDEs exceeding the prescribed limit (limit-line/threshold) as per Regulation 62G(1)."

VI. In Regulation 62H, (a) In sub-regulation (2), i. The words and symbols "(Non-Executive Director)" shall be inserted after the words and symbols "Non-Executive" and before the words "as"; ii. The word "stated" appearing after the words "in this" and before the words "shall be stated that" shall be replaced by the word "mentioned"; (b) The following proviso shall be inserted after sub-regulation (2), namely: "Provided that the HVDE shall comply with the provisions of this sub-regulation at the time of appointment or re-appointment of a Non-Executive Director (Non-Executive Director) or at any time before the completion of his seventy-fifth year of age." (c) After sub-regulation (3), i. The following proviso shall be inserted after the words and symbols "shall be approved:" and before the existing proviso, namely: "Provided that the time taken to obtain approval (wherever approval is required to be obtained) from Regulatory Authorities, Government Authorities, or Authorities constituted under statutory provisions shall not be taken into account for the calculation of this clause:" ii. In the existing proviso, the word "and" shall be inserted after the words "Provided that" and before the words "in the public sector"; iii. The following proviso shall be inserted after the words and symbols "shall be taken in the next general meeting:" in the existing first proviso and before the words "Provided further that the person in the name" in the existing second proviso, namely: "Provided further that the provisions of this clause shall not apply in the case of appointment or re-appointment of a person nominated by the regulator of the financial sector, court, or tribunal (tribunal) in the Board of the HVDE: Provided further that the provision of this regulation shall not apply to the case of a director who has been nominated by the Registrar (Registrar) [registered with the Board] under the agreement (Subsidiary Agreement) made for investing money in Debentures issued by the HVDE:" (d) In sub-regulation (5), i. The words and symbols "Listed (Listed) Entity" appearing after the words "then it" and before the words "from step to step" shall be replaced by the words and symbols "HVDE"; ii. The following proviso shall be inserted after the words and symbols "shall be filled:" namely: "Provided that if the director's position becomes vacant due to violation of the provisions of sub-regulation (1) of Regulation 62C, sub-regulation (1) or (2) of Regulation 62F, sub-regulation (2) or (3) of Regulation 62I, or sub-regulation (2) or (3) of Regulation 62J, then in such a case, the HVDE shall ensure compliance with these provisions within three months from the date of such position becoming vacant:" iii. In the existing first proviso,

1. The word "and" shall be inserted after the words "Provided that" and before the words "if any director";
2. The words, symbols, and numbers ", Regulation 62C sub-regulation (1), Regulation 62F sub-regulation (1) or (2), Regulation 62I sub-regulation (2) or (3) or Regulation 62J sub-regulation (2) or (3)" shall be inserted after the words and numbers "sub-regulation (1)" and before the words "provisions contained in"; iv. In the existing second proviso, the words, symbols, and numbers ", Regulation 62C sub-regulation (1), Regulation 62F sub-regulation (1) or (2), Regulation 62I sub-regulation (2) or (3) or Regulation 62J sub-regulation (2) or (3)" shall be inserted after the words and numbers "sub-regulation (1)" and before the words "provisions contained in"; (e) In sub-regulation (6), i. The word "financial" shall be inserted after the words "Board meetings" and before the words "at least"; ii. The words "The difference between two meetings shall not be more than one hundred and twenty days" shall be replaced by the words "There shall be no difference of more than one hundred and twenty days in the second meeting after one meeting"; (f) In sub-regulation (11), in clause (d), the word "financial" shall be inserted after the words "then in such a case each" and before the words "annual special resolution"; (g) In sub-regulation (17), the words and symbols "(including terms)" shall be inserted after the words "Director's Report" and before the words "shall also be clearly mentioned";

VII. In Regulation 62C, in sub-regulation (2), in clause (a), the word "financial" shall be inserted after the words "together one" and before the words "at least";

VIII. In Regulation 62F, in sub-regulation (6), the word "financial" shall be inserted after the words "of the meeting" and before the words "at least";

IX. In Regulation 62I, in sub-regulation (5), the word "financial" shall be inserted after the words "of the meeting" and before the words "at least";

X. In Regulation 62J, in sub-regulation (4), the word "financial" shall be inserted after the words "of the meetings" and before the words "at least";

XI. In Regulation 62T, (a) Sub-regulation (1) shall be replaced by the following sub-regulation, namely: "(1) The HVDE shall comply with the provisions of Regulation 23 mentioned above [excluding the provisions given in Regulation 23(8) and Regulation 23(9)] regarding transactions (Related Party Transactions/Related Party Transactions) made with related parties. In this regulation, the words 'Listed (Listed) Entity' appearing in Regulation 23 shall be read as 'HVDE'."; (b) Sub-regulations (2), (3), and (4) shall be deleted; (c) In sub-regulation (5), the words and symbols "such that it shall be ensured that they have no liability" appearing after the words and symbols "more Debentures] from" shall be replaced by the words and symbols "in the same manner it shall be ensured that they have no liability, as stated by the Board"; In sub-regulation (7), i. The words, symbols, and numbers "sub-regulation (3), (4) and (5)" shall be replaced by the words, symbols, and numbers "sub-regulation (5)"; ii. In clause (a), the word "Government" appearing after the word "then" and before the words "between companies" shall be replaced by the words and symbols "Public Sector (Public Sector)"; iii. In clause (b), the word "and" appearing after the symbol ";" shall be deleted; iv. In clause (c), the symbol ";" appearing after the words "shall be kept" shall be replaced by the symbol ";"; v. The following clauses shall be inserted after clause (c), namely: "(d) Such transactions, which are made in respect of the principal amount, fee, or interest in accordance with legal provisions, in which one party is an Entity and the other party is either the Central Government or the State Government or both; and (e) Such transactions, in which one party is a company of the Public Sector (Public Sector) and the other party is either the Central Government or the State Government or both." vi. The following Clarification shall be inserted in place of the existing Clarification, namely: "Clarification: To remove doubts, it is clarified that the meaning of the words 'Controller (Holding) Company' appearing in clause (b) of this sub-regulation is and has always been - 'Listed Holding Company (Listed Holding Company)'."

XII. In Regulation 62I, (a) In sub-regulation (1), in the Clarification, i. The words and symbols "whose turnover or networth" appearing after the words and symbols "subsidiary company," and before the words and symbols "immediately before" shall be replaced by the words and symbols "whose turnover (business) or networth (networth)"; ii. The words "turnover or networth" appearing after the words "subsidiary companies" and before the words and symbols "(collectively)" shall be replaced by the words "turnover or networth"; (b) The following clause shall be inserted after sub-regulation (6), namely: "Nothing contained in this sub-regulation shall apply when assets such as liabilities are sold or leased by a wholly-owned subsidiary (subsidiary) of the HVDE to another wholly-owned subsidiary (subsidiary) of the HVDE."

XIII. In Regulation 62D, (a) In sub-regulation (1), the words and symbols "shall get Statutory Audit done, and the Statutory Audit Report given by the Company Secretary (Company Secretary) engaged in the audit shall be attached with the annual report of the listed Entity in the format prescribed by the Board" shall be replaced by the words, numbers, and letters "shall get Statutory Audit done in accordance with Regulation 24K"; (b) Sub-regulation (2) shall be deleted;

XIV. In Regulation 62N, sub-regulation (7) shall be deleted;

XV. In Regulation 62R, the following sub-regulation (3) and proviso shall be inserted after the proviso to sub-regulation (2), namely: "(3) In the case of an HVDE in respect of which a scheme of compromise or arrangement has been approved under Section 31 of the Insolvency Code, if any position of Chief Executive Officer, Managing Director, Whole-time Director, Manager, or Chief Financial Officer becomes vacant, such position shall be filled within a period of three months from the date of approval of such filling: Provided that until such position is filled, at least one person who is a Whole-time Director belonging to the category of 'Key Managerial Personnel' shall necessarily be appointed on a full-time basis to oversee the day-to-day operations of such HVDE."

XVI. In Regulation 62V, (a) In sub-regulation (2), i. Clause (a) shall be replaced by the following clause, namely: "(a) The HVDE shall submit the reports submitted from time to time regarding compliance with standards related to Corporate Governance to the Recognized Stock Exchange (Exchange) in the format prescribed by the Board from time to time and within the time limits prescribed from time to time." ii. Clause (b) shall be deleted.

Babita Ray Doo, Deputy Secretary [Notification-III/4/Extra./626/2025-26]

Footnote:

1. The Securities and Exchange Board of India [Listing Obligations and Disclosure Requirements] Regulations, 2015, No. SEBI/L.A.D.-N.R.O./I.N./2015-16/013, were published in the Gazette of India on 2nd September 2015.
2. The Securities and Exchange Board of India [Listing Obligations and Disclosure Requirements] Regulations, 2015 subsequently: a) By the Securities and Exchange Board of India [Listing Obligations and Disclosure Requirements] (Amendment) Regulations, 2015, Notification No. SEBI/L.A.D.-N.R.O./I.N./2015-16/027, on 22nd December, 2015 b) By the Securities and Exchange Board of India [Listing Obligations and Disclosure Requirements] (Amendment) Regulations, 2016, Notification No. SEBI/L.A.D.-N.R.O./I.N./2016-17/001, on 25th May, 2016 c) By the Securities and Exchange Board of India [Listing Obligations and Disclosure Requirements] (Second Amendment) Regulations, 2016, Notification No. SEBI/L.A.D.-N.R.O./I.N./2016-17/008, on 8th July, 2016 d) By the Securities and Exchange Board of India [Listing Obligations and Disclosure Requirements] (Third Amendment) Regulations, 2016, Notification No. SEBI/L.A.D.-N.R.O./I.N./2016-17/025, on 4th January, 2017 e) By the Securities and Exchange Board of India [Listing Obligations and Disclosure Requirements] (Amendment) Regulations, 2017, Notification No. SEBI/L.A.D./N.R.O./I.N./2016-17/029, on 15th February, 2017 f) By the Securities and Exchange Board of India (Fee Payment and Mode of Payment) (Amendment) Regulations, 2017, Notification No. SEBI/L.A.D.-N.R.O./I.N./2016-17/037 [read with Securities and Exchange Board of India (Fee Payment and Mode of Payment) (Amendment) Regulations, 2017, Notification No. SEBI/L.A.D.-N.R.O./I.N./2016-17/38 dated 29th March, 2017], on 6th March, 2017 g) By the Securities and Exchange Board of India [Listing Obligations and Disclosure Requirements] (Amendment) Regulations, 2018, Notification No. SEBI/LODR-NR/O/I.N/2018/10, on 9th May, 2018 h) By the Securities and Exchange Board of India [Listing Obligations and Disclosure Requirements] (Second Amendment) Regulations, 2018, Notification No. SEBI/L.A.D.-N.R.O./I.N./2018/13, on 30th May, 2018 i) By the Securities and Exchange Board of India [Listing Obligations and Disclosure Requirements] (Third Amendment) Regulations, 2018, Notification No. SEBI/L.A.D.-N.R.O./I.N./2018/21, on 1st June, 2018 j) By the Securities and Exchange Board of India [Listing Obligations and Disclosure Requirements] (Fourth Amendment) Regulations, 2018, Notification No. SEBI/L.A.D.-N.R.O./I.N./2018/24, on 8th June, 2018 k) By the Securities and Exchange Board of India [Listing Obligations and Disclosure Requirements] (Fifth Amendment) Regulations, 2018, Notification No. SEBI/L.A.D.-N.R.O./I.N./2018/30, on 6th September, 2018 l) By the Securities and Exchange Board of India [Listing Obligations and Disclosure Requirements] (Sixth Amendment) Regulations, 2018, Notification No. SEBI/L.A.D.-N.R.O./I.N./2018/47, on 16th November, 2018 m) By the Securities and Exchange Board of India [Listing Obligations and Disclosure Requirements] (Amendment) Regulations, 2019, Notification No. SEBI L.A.D.-N.R.O./I.N./2019/07, on 29th March, 2019 n) By the Securities and Exchange Board of India [Listing Obligations and Disclosure Requirements] (Second Amendment) Regulations, 2019, Notification No. SEBI/L.A.D.-N.R.O./I.N./2019/12, on 7th May, 2019 o) By the Securities and Exchange Board of India [Listing Obligations and Disclosure Requirements] (Third Amendment) Regulations, 2019, Notification No. SEBI/L.A.D.-N.R.O./I.N./2019/22, on 27th June, 2019 p) By the Securities and Exchange Board of India [Listing Obligations and Disclosure Requirements] (Fourth Amendment) Regulations, 2019, Notification No. SEBI/LODR-NR/O/I.N/2019/28, on 29th July, 2019 q) By the Securities and Exchange Board of India [Listing Obligations and Disclosure Requirements] (Fifth Amendment) Regulations, 2019, Notification No. SEBI/L.A.D.-N.R.O./I.N./2019/45, on 26th December, 2019 r) By the Securities and Exchange Board of India [Listing Obligations and Disclosure Requirements] (Amendment) Regulations, 2020, Notification No. SEBI/L.A.D.-N.R.O./I.N./2020/02, on 10th January, 2020 s) By the Securities and Exchange Board of India (Regulatory Sandboxes) (Amendment) Regulations, 2020, No. SEBI/L.A.D.-N.R.O/I.N/2020/10, on 17th April, 2020 t) By the Securities and Exchange Board of India [Listing Obligations and Disclosure Requirements] (Second Amendment) Regulations, 2020, Notification No. SEBI/L.A.D.-N.R.O./I.N./2020/25, on 5th August, 2020 u) By the Securities and Exchange Board of India [Listing Obligations and Disclosure Requirements] (Third Amendment) Regulations, 2020, Notification No. SEBI/L.A.D.-N.R.O./I.N./2020/33, on 8th August, 2020 v) By the Securities and Exchange Board of India [Listing Obligations and Disclosure Requirements] (Amendment) Regulations, 2021, Notification No. SEBI/L.A.D.-N.R.O./I.N./2021/02, on 8th January, 2021 w) By the Securities and Exchange Board of India [Listing Obligations and Disclosure Requirements] (Second Amendment) Regulations, 2021, Notification No. SEBI/L.A.D.-N.R.O./I.N./2021/22, on 5th May, 2021 x) By the Securities and Exchange Board of India (Regulatory Sandboxes) (Amendment) Regulations, 2021, Notification No. SEBI/LODR-NR/O/I.N/2021/30, on 3rd August, 2021 y) By the Securities and Exchange Board of India [Listing Obligations and Disclosure Requirements] (Third Amendment) Regulations, 2021, Notification No. SEBI/LODR-NR/O/I.N/2021/35, on 3rd August, 2021 z) By the Securities and Exchange Board of India [Listing Obligations and Disclosure Requirements] (Fourth Amendment) Regulations, 2021, Notification No. SEBI/L.A.D.-N.R.O/I.N./2021/42, on 13th August, 2021 aa) By the Securities and Exchange Board of India [Listing Obligations and Disclosure Requirements] (Fifth Amendment) Regulations, 2021, Notification No. SEBI/LODR-NR/O/I.N/2021/47, on 7th September, 2021 bb) By the Securities and Exchange Board of India [Listing Obligations and Disclosure Requirements] (Sixth Amendment) Regulations, 2021, Notification No. SEBI/LODR-NR/O/I.N/2021/55, on 9th November, 2021 cc) By the Securities and Exchange Board of India [Listing Obligations and Disclosure Requirements] (Amendment) Regulations, 2022, Notification No. SEBI/L.A.D.-N.R.O./I.N./2022/66, on 24th January, 2022 d) By the Securities and Exchange Board of India [Listing Obligations and Disclosure Requirements] (Second Amendment) Regulations, 2022, Notification No. SEBI/L.A.D.-N.R.O./I.N./2022/76, on 22nd March, 2022 e) By the Securities and Exchange Board of India [Listing Obligations and Disclosure Requirements] (Third Amendment) Regulations, 2022, Notification No. SEBI/L.A.D.-N.R.O./I.N./2022/79, on 11th April, 2022 f) By the Securities and Exchange Board of India [Listing Obligations and Disclosure Requirements] (Fourth Amendment) Regulations, 2022, Notification No. SEBI/L.A.D.-N.R.O./I.N./2022/