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 |
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 “(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.
