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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) (Fifth Amendment) Regulations, 2025

18-Nov-2025 | No. SEBI/LAD-NRO/GN/2025/273

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

Key Highlights of this Regulation:
- Revised definition of related parties, exempting directors, key managerial personnel, and their relatives from being a related party in case of retail purchase without establishing a business relationship and at the uniformly applicable terms.
- removal of earlier provisos under regulation 12 related to mode of Payment of dividend or interest or redemption or repayment.
- Major changes apply to related party transactions, where thresholds are now aligned with the newly inserted Schedule XII, which prescribes a turnover-based framework for determining materiality.
- mandate stricter audit committee approvals for high-value transactions involving subsidiaries, including those lacking one year of audited financials.
- Additional provisions clarify the validity of omnibus shareholder approvals and specify that "holding company" refers to a listed holding company.
- Updates to regulations 53 and 58 enhance annual report disclosures and streamline timelines for the dissemination of documents.
- Schedule XII introduces detailed turnover slabs and illustrations to standardise materiality thresholds.

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