The Securities and Exchange Board of India (SEBI) on November 18, 2025, issued the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Fifth Amendment) Regulations, 2025, further to amend the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.
This shall come into force from November 19, 2025.
The following has been stated namely: -
• In regulation 2 (1), clause (zc), in the first proviso, in clause (e) the word “its directors or its employees” appearing after the words “its subsidiary by” and before the symbol and words “, without establishing a business relationship” shall be substituted with words and symbols “the directors or key managerial personnel of the listed entity or its subsidiary, and relatives of such directors or key managerial personnel”.
• In regulation 23, in sub-regulation (1), in the first proviso, the words and symbol “rupees one thousand crore or ten percent of the annual consolidated turnover of the listed entity as per the last audited financial statements of the listed entity, whichever is lower”, shall be substituted with the words and numbers “the thresholds specified in Schedule XII of these regulations”.
• In regulation 53, in sub-regulation (1), after the words, “The annual report of the listed entity shall contain disclosures as specified in Companies Act, 2013” and before the words, “along with the following”, the words “or the statute under which such listed entity is constituted,” shall be inserted.
• After Schedule XI, a new Schedule shall be inserted - “Schedule XII: RELATED PARTY TRANSACTIONS”.
[Notification no. - SEBI/LAD-NRO/GN/2025/273]
