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SEBI Update | LODR (Fifth Amendment) Regulations, 2025

 The Securities and Exchange Board of India (“SEBI”) had at its Board meeting held on 12 September 2025, approved certain changes, inter-alia to the Related Party Transactions (“RPTs”) framework under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“LODR”). These changes have now been notified on 19 November 2025 vide the SEBI LODR (Fifth Amendment) Regulations, 2025.

 

A summary of the said changes (impacting equity listed companies) and their implications is provided below. Please refer to the attachment for details.

 

RPT Amendments – effective from 19 December 2025

 

  • Introduction of scale-based thresholds for determining material RPTs and increasing thresholds for subsidiary level RPTs requiring approval of listed holding company’s Audit Committee (“AC”), would significantly reduce compliance burden.
  • Clarificatory changes on exemptions to definition of RPTs and RPT approvals, and validity of shareholders’ Omnibus approvals, resolve ambiguities and harmonize interpretations.

 

The amendments are largely aimed at ease of doing business. However, the regulatory focus on RPT governance and compliance remains intact. Material transactions both at listed entity and subsidiary level would require significant attention and scrutiny by the AC.

 

Other amendment – effective from 19 November 2025

 

Physical modes (cheques/ warrants) for payment of dividend or interest or redemption or repayment to investors have been recognized, in line with the Government’s and RBI’s digital agenda and for investor protection. Companies are now required to make these payments only in electronic form.

  

The links to relevant reference material are provided below:

 

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