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Corporate Laws Central Ministry of Finance Securities and Exchange Board of India Act, 1992

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

27-Mar-2025 | F. No. SEBI/LAD-NRO/GN/2025/239

SEBI has issued Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2025, effective from 28th March 2025. Key Highlights - 1. The scope of applicability of Regulation 16 - Regulation 27 have been widened, the regulations are now applicable to listed entity which has listed its non-convertible debt securities and has an outstanding value of listed non-convertible debt securities of Rupees One thousand Crore (Instead of Five Hundred Crore) and above (Regulation 15(1A). 2. The provisions of Regulation 23 regarding related party transactions shall be applicable to a listed entity which has listed its specified securities on the SME Exchange and which has either paid up equity share capital exceeding Rupees 10 crore or net worth exceeding Rupees 25 crore, as on the last day of the previous financial year, with effect from 1st April 2025. (Proviso to Regulation 15(2)(b)) 3. A new chapter VA regarding Corporate Governance Norms for a Listed Entity that has Specified Its Non-Convertible Debt Securities is inserted. 4. The provisions of Chapter VA are applicable to a listed entity that only has non-convertible debt securities listed, with an outstanding value of Rupees One Thousand Crore and above, and does not have any listed specified securities. Such listed entities shall be referred to a 'high value listed entity' (HVDLE) for the purpose of Chapter VA. (Regulation 62C) 5. HVDLE are required to have a combination of executive and non-executive directors with at least one woman director, and not less than 50% of the board of directors shall comprise of non-executive director.(Regulation 62D(1)) 6. The BOD of the HVDLE are required to meet atleast 4 times in a year, with a maximum time gap of 120 between two meetings. (Regulation 62D(6)) 7. HVDLE is required to ensure that the directors on the board of the entity are not acting as directors in more than 7 listed entities.(Regulation 62E).

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