RECENT AMENDMENTS TO LODR -SEBI (Listing Obligations and Disclosure Requirements) (Fifth Amendment) Regulations, 2025, published in the Official Gazette on 19 November 2025

 

RECENT AMENDMENTS TO LODR -SEBI (Listing Obligations and Disclosure Requirements) (Fifth Amendment) Regulations, 2025, published in the Official Gazette on 19 November 2025

	DETAILS	IMPACT:
1	2(1)(zc)(e) retail purchases from any listed entity or its subsidiary by its directors or its employees key managerial personnel, without establishing a business relationship and at the terms which are uniformly applicable/offered to all employees, directors, key managerial personnel and relatives of directors or key managerial personnel”.	Directors and key managerial personnel can make retail purchases on uniform terms without being treated as RPT.
2	The listed entity shall use any of the electronic mode of payment facility approved by the Reserve Bank of India, in the manner specified in Schedule I, for the payment of the following: (a) dividends; (b) interest;  (c) redemption or repayment amounts:.	Payments must be made only through RBI-approved electronic modes like UPI payments, Net Banking ,RTCGS, NEFT etc.
	In sub-regulation (1), in the first proviso, Provided that a transaction with a related party shall be considered material, if the transaction(s) to be entered into individually or taken together with previous transactions during a financial year, exceeds	Materiality will be determined as per the newly inserted Schedule XII. Schedule XII provides a tier-based threshold depending on consolidated turnover.
	MAJOR AMENDMENTS TO REGULATION 23 —RELATED PARTY TRANSACTIONS. In sub-regulation (2), in the second proviso, clause (b) has been substituted,	“(b) a related party transaction above rupees one crore, whether entered into individually or taken together with previous transactions during a financial year, to which the subsidiary of a listed entity is a party but the listed entity is not a party, shall require prior approval of the audit committee of the listed entity if the value of such transaction, exceeds the lower of the following: i)                 ten percent of the annual standalone turnover of the subsidiary as per the last audited financial statements of the subsidiary; or ii)                (ii) the threshold for material related party transactions of listed entity as specified in Schedule XII of these regulations.”;
	Audit committee approval for subsidiary-level RPTs	Even if the listed entity is not a party to the RPT, if a subsidiary of the listed entity enters an RPT crossing certain thresholds (specified in Schedule XII or e.g. ₹1 crore), then the audit committee of the listed entity must approve.
	Validity period of omnibus shareholder approvals	The amendment adds provisos about omnibus approvals for RPTs:   Omnibus approval granted at an AGM is valid up to the date of the next AGM (within timelines under the Companies Act, 2013).   Omnibus approvals granted in a general meeting other than the AGM are valid for not more than one year from date of the approval.
	Clarification of “holding company” for RPTs	In one sub-regulation an Explanation has been added to clarify that “holding company” used in clause (b) refers to and shall be deemed to have always referred to a listed holding company.
	Disclosure requirements and annual report dispatch changes	Under Regulation 53, amendments include:   Specifying that the annual report of the listed entity shall contain disclosures as specified in the Companies Act or the statute under which such listed entity is constituted.   Require submission to stock exchange and debenture trustee and publication on its website of: (a) a copy of the annual report on or before dispatch to shareholders OR submission to Central/State Government; (b) in case of any changes to the annual report post-AGM, a revised copy with details/explanation within 48 hours of the AGM or before dispatch.   The draft further allows (optionally) QR code/static link for those holders of non-convertible securities who have not registered email addresses.
	In sub-regulation (1), The annual report of the listed entity shall contain disclosures as specified in Companies Act, 2013 or the statute under which such listed entity is constituted, along with the following	To extend and mandate Annual Report disclosure and submission requirements to listed entities constituted under statutes other than the Companies Act, 2013, by expressly covering entities incorporated under special Acts within the ambit of Regulation 53.”
	in sub-regulation (5), after clause (e) the following Explanation has been inserted, namely,“Explanation: For the removal of doubts, it is clarified that the term ‘holding company’ used in clause (b) of this sub-regulation refers to and shall be deemed to have always referred to a listed holding company.”	(b) transactions entered into between a holding company and its wholly owned subsidiary whose accounts are consolidated with such holding company and placed before the shareholders at the general meeting for approval. This removes ambiguity that approval exemptions applied only to listed holding companies
	—ANNUAL REPORT. TO STOCK EXCHANGE & Debenture Trustees   sub-regulation (2) shall be substituted, “(2) The listed entity shall submit to the stock exchange and the debenture trustee and publish on its website( a) a copy of the annual report, sent to the shareholders along with the notice of the annual general meeting, not later than the date of commencement of dispatch to its shareholders; and on or before the date of dispatch of the same to its shareholders or the date of submission to the Central Government or the State Government, as the case may be; and   (b) in the event of any changes to the annual report, the revised copy along with the details and explanation for the changes, not later than within 48 hours after the annual general meeting or on or before the date of dispatch of the same to its shareholders or the date of submission to the Central Government or the State Government, as the case may be.”	The amendment broadens applicability to statutory entities, provides flexible but time-bound submission triggers, and ensures timely, transparent disclosure of Annual Reports and their revised versions across all types of listed entities.
	in sub-regulation (1), clause (b) has been substituted with the following, namely ,(b) Hard copy of statement containing the salient features of all the documents, as specified in Section 136 of Companies Act, 2013 and rules made thereunder to those holders of non convertible securities who have not so registered; “(b) A letter providing the web-link including the exact path where complete details of the Annual Report is available, which may at the option of the listed entity, also include a static Quick Response Code, to those holder(s) of non-convertible securities that have not registered their respective email addresses	Instead of sending a physical Annual Report: A letter with the web link with the exact path to the full annual report, and A Quick Response (QR) code to allow easy access to the digital version of the report.
	DOCUMENTS AND INFORMATION TO HOLDERS OF NON-CONVERTIBLE after sub-regulation (1), the following sub-regulation has been inserted, namely,“(1A) The listed entity shall send the documents referred to in sub-regulation (1), within the timelines specified in Section 136 of Companies Act, 2013 and rules made thereunder or the provisions of the statute under which such listed entity is constituted: Provided that in the absence of any timeline in the statute, the documents shall be sent on or before the date of dispatch of the same to its shareholders or the date of submission to the Central Government or the State Government, as the case may be.”	Listed companies: Must send AGM documents at least 21 days before the AGM as per Section 136 of the Companies Act. Listed entities that are not companies: If their parent statute prescribes a timeline, follow that. If no timeline is given, they must send documents on or before the date of dispatch of the same to its shareholders or the date of submission to the Central Government or the State Government, as the case may be.

 

IMPLICATIONS FOR LISTED ENTITIES DUE TO RECENT AMENDMENTS TO LODR

·       Listed companies need to revisit their RPT policies, audit committee charters, omnibus approval practices, and threshold calculation for RPT materiality.

·       Subsidiary transactions of listed entities will receive greater scrutiny — audit committee of the parent listed entity must now consider subsidiary RPTs above threshold.

·       Annual report and other disclosures now require more immediate publication and include digital link/QR code options for wider stakeholder access.

·       Companies must assess whether their existing definitions of “related party”, “holding company”, etc., align with the expanded definitions under this amendment.

·       Governance frameworks (especially board/audit committee oversight) need updating to reflect these changes — including the validity of omnibus shareholder approvals.