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Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2025
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.... of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, ─ (1) in regulation 3, in sub-regulation (2), in clause (b), in the proviso, after the words and symbol "Business Responsibility and Sustainability Report and/or" and before the words "as per the Business Responsibility", the word "assurance" shall be substituted with the words "assessment or assurance of the specified parameters"; (2) in regulation 15, (a) in sub-regulation (1A), after the words "non-convertible debt securities of" and before the words "and above", the words "Rupees Five Hundred Crore" shall be substituted with the words "Rupees One Thousand Crore"; (b) the proviso to sub-regulation (1A) shall be substituted with the following, namely,- "Provided that in case the value of the outstanding listed non-convertible debt securities becomes equal to or greater than the specified threshold of Rupees One Thousand Crore during the course of the year, a high value debt listed entity shall ensure compliance with these provisions within six months from the date of such trigger, and the disclosures of such compliance may be made in the corporate governance compliance report on and fro....
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....on (1), the following explanation and proviso shall be inserted, namely,- "Explanation (2) - For the purpose of this regulation, the directorship(s) held by a person on an ex-officio basis due to statute or applicable contractual framework in case of public sector undertakings and entities set up under a public private partnership arrangement shall not be included in calculating the maximum number of directorships: Provided that nothing in this provision relating to HVDLE shall come into effect for a period of six months from the date of publication of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2025 in the Official Gazette or the date of Annual General Meeting, whichever is later. (3) in regulation 23, in sub-regulation (1), (a) in proviso, the symbol "." shall be replaced with the symbol ":"; (b) after the proviso, the following proviso shall be inserted, namely,- "Provided further that with effect from April 01, 2025, in case of a listed entity which has listed its specified securities on the SME Exchange, a transaction with a related party shall be considered material, if the transaction(s) to be ....
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....concessionaire selected on the basis of open competitive bidding or on the basis of an Memorandum of Understanding with the relevant authorities. (d) "senior management" shall have the same meaning as assigned to it under clause (d) of sub-regulation (1) of regulation 16 of these regulations. Applicability. 62C. (1) The provisions of this chapter shall apply to a listed entity which 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. Explanation (1): - The 'high value debt listed entities' shall be determined on basis of value of principal outstanding of listed debt securities as on March 31, 2025, irrespective of the date of notification of this amendment. Explanation (2): - The entities falling in sub-regulation (1) of the regulation 62C shall be referred to a 'high value debt listed entity' (HVDLE) for the purpose of this chapter: Provided that in case the value of the outstanding listed non-convertible debt securities becomes equal to or greater than the specified threshold of Rupees One Thousand Crore during the financial year, it shall ensure compliance w....
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....r section 23 of the Insolvency Code, as the case may be. (7) Notwithstanding the provisions of this chapter, the provisions of Companies Act, 2013 shall continue to apply, wherever applicable. Board of Directors 62D. (1) The composition of board of directors of a HVDLE shall be as follows: (a) board of directors shall have an optimum combination of executive and non-executive directors with at least one woman director and not less than fifty per cent. of the board of directors shall comprise of non-executive directors; (b) where the chairperson of the board of directors is a non-executive director, at least one-third of the board of directors shall comprise of independent directors and where the listed entity does not have a regular non-executive chairperson, at least half of the board of directors shall comprise of independent directors: Provided that where the non-executive chairperson is a promoter of the listed entity or is related to any promoter or person occupying management positions at the level of board of director or at one level below the board of directors, at least half of the board of directors of the listed entity shall consist of independent directors. ....
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....e approval of the shareholders for the last five years or more shall be subject to the approval of shareholders in the first general meeting to be held after March 31, 2025: Provided further that the requirement specified in this regulation shall not be applicable to the Whole-Time Director, Managing Director, Manager, Independent Director or a Director retiring as per the sub-section (6) of section 152 of the Companies Act, 2013, if the approval of the shareholders for the reappointment or continuation of the aforesaid directors or Manager otherwise provided for by the provisions of these regulations or the Companies Act, 2013 has been complied with: Provided further that the requirement specified in this regulation shall not be applicable to the director appointed pursuant to the order of a Court or a Tribunal or a resolution plan approved under section 31 of the Insolvency Code or to a nominee director of the Government on the board of a listed entity, other than a public sector company, or to a nominee director of a financial sector regulator on the board of a listed entity or to a director appointed under the public private partnership model/structure: Provided further t....
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....requirement of obtaining approval of shareholders in general meeting shall not apply to payment of sitting fees to non-executive directors, if made as per the Companies Act, 2013 for payment of sitting fees without approval of the Central Government. (c) The approval of shareholders mentioned in clause (a) of this sub-regulation, shall specify the limits for the maximum number of stock options that may be granted to non-executive directors, in any financial year and in aggregate. (d) The approval of shareholders by special resolution shall be obtained every year, in which the annual remuneration payable to a single non-executive director exceeds fifty per cent. of the total annual remuneration payable to all non-executive directors, giving details of the remuneration thereof. (e) Independent directors shall not be entitled to any stock option. (12) The fees or compensation payable to executive directors who are promoters or members of the promoter group, shall be subject to the approval of the shareholders by special resolution in general meeting, if- (i) the annual remuneration payable to such executive director exceeds Rupees 5 crore or 2.5 per cent. of the net profits ....
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....hich a person is a director / independent director shall be cumulative of those whose equity shares are listed on a stock exchange and "high value debt listed entities". Explanation (2):- For the purpose of this regulation, the directorship(s) held by a person on an ex-officio basis due to statute or applicable contractual framework in case of public sector undertakings and entities set up under a public private partnership arrangement shall not be included in the maximum number of directorships" (c) The provisions of this regulation shall be complied with within six months from the date of the publication of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2025 in the Official Gazette or the date of Annual General Meeting, whichever is later. Audit Committee. 62F. (1) Every HVDLE shall constitute an audit committee subject to the following terms of reference: (a) The audit committee shall have minimum three directors as members. (b) At least two-thirds of the members of audit committee shall be independent directors. (c) All members of audit committee shall be financially literate and at least one member....
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....ions of the nomination and remuneration committee as specified in Part D of the Schedule II are either discharged by the board of directors or, a nomination and remuneration committee is constituted as follows: (a) the committee shall comprise of at least three directors; (b) all directors of the committee shall be non-executive directors; and (c) at least two-thirds of the directors shall be independent directors. (2) The chairperson of nomination and remuneration committee shall be an independent director: Provided that the chairperson of the HVDLE, whether executive or non-executive, may be appointed as a member of the nomination and remuneration committee and shall not chair such committee. (3) The quorum for a meeting of the nomination and remuneration committee shall be either two members or one third of the members of the committee, whichever is greater, including at least one independent director. (4) The chairperson of the nomination and remuneration committee may be present at the annual general meeting, to answer the shareholders' queries. (5) Notwithstanding anything contained in sub-regulation (4), it shall be the discretion of the chairperson to de....
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....ctors shall define the role and responsibility of the risk management committee and may delegate monitoring and reviewing of the risk management plan to the committee and such other functions as it may deem fit including cyber security: Provided that the role and responsibilities of the risk management committee shall mandatorily include the performance of functions specified in Part D of Schedule II. (7) The risk management committee shall have powers to seek information from any employee, obtain outside legal or other professional advice and secure attendance of outsiders with relevant expertise, if it considers necessary. Vigil mechanism. 62J. (1) The HVDLE shall formulate a vigil mechanism/ whistle blower policy for directors and employees to report genuine concerns. (2) The vigil mechanism shall provide for adequate safeguards against victimization of director(s) or employee(s) or any other person who avail the mechanism and also provide for direct access to the chairperson of the audit committee in appropriate or exceptional cases. Related party transactions. 62K. (1) The HVDLE shall formulate a policy on materiality of related party transactions and on dealing wi....
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....ts of the subsidiary; (d) prior approval of the audit committee of the HVDLE shall not be required for a related party transaction to which the listed subsidiary is a party but the listed entity is not a party, if regulation 23 and sub-regulation (2) of regulation 15 of these regulations are applicable to such listed subsidiary. Explanation: - For related party transactions of unlisted subsidiaries of a listed subsidiary as referred to in clause (d) above, the prior approval of the audit committee of the listed subsidiary shall suffice. (4) Audit committee may grant omnibus approval for related party transactions proposed to be entered into by the HVDLE subject to the following conditions, namely- (a) the audit committee shall lay down the criteria for granting the omnibus approval in line with the policy on related party transactions of the HVDLE and such approval shall be applicable in respect of transactions which are repetitive in nature; (b) the audit committee shall satisfy itself regarding the need for such omnibus approval and that such approval is in the interest of the listed entity; (c) the omnibus approval shall specify: (i) the name(s) of the related part....
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.... (3): - For related party transactions of unlisted subsidiaries of a listed subsidiary as referred above, the prior approval of the shareholders and No-objection Letter from Debenture Trustee of the listed subsidiary, in the manner as specified in sub-regulation (5) of regulation 62K of these regulations, shall be obtained: Provided that the requirements specified under this sub-regulation shall not apply in respect of a resolution plan approved under section 31 of the Insolvency Code, subject to the event being disclosed to the recognized stock exchanges within one day of the resolution plan being approved. (7) The provisions of sub-regulations (3), (4) and (5) shall not be applicable in the following cases: (a) transactions entered into between two government companies; (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; and (c) transactions entered into between two wholly-owned subsidiaries of the listed holding company, whose accounts are consolidated with such holding company and placed before the shareh....
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....s than or equal to fifty per cent. or relinquish the control over the subsidiary without passing a special resolution in its General Meeting except in cases where such divestment is made under a scheme of arrangement duly approved by a Court/Tribunal, or under a resolution plan duly approved under section 31 of the Insolvency Code and such an event is disclosed to the recognized stock exchanges within one day of the resolution plan being approved. (6) Selling, disposing and leasing of assets amounting to more than twenty per cent. of the assets of the unlisted material subsidiary on an aggregate basis during a financial year shall require prior approval of shareholders by way of special resolution, unless the sale/disposal/lease is made under a scheme of arrangement duly approved by a Court/Tribunal, or under a resolution plan duly approved under section 31 of the Insolvency Code and such an event is disclosed to the recognized stock exchanges within one day of the resolution plan being approved. (7) Where a HVDLE has a listed subsidiary, which is itself a holding company, the provisions of this regulation shall apply to the listed subsidiary in so far as its subsidiaries are c....
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....tity and timeliness of flow of information between the management of the HVDLE and the board of directors that is necessary for the board of directors to effectively and reasonably perform their duties. (6) An independent director shall be held liable, only in respect of such acts of omission or commission by the HVDLE which had occurred with his/her knowledge, attributable through processes of board of directors, and with his/ her consent or connivance or where he/ she had not acted diligently with respect to the provisions contained in these regulations. (7) An independent director who resigns or is removed from the board of directors of the HVDLE shall be replaced by a new independent director by the HVDLE not later than three months from the date of such vacancy: Provided that where the HVDLE fulfils the requirement of independent directors in its board of directors without filling the vacancy created by such resignation or removal, the requirement of replacement by a new independent director shall not apply. (8) The HVDLE shall familiarise the independent directors through various programmes about the HVDLE, including the following: (a) nature of the industry in whic....
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....hip committee alone shall be considered. (2) Every director shall inform the HVDLE about the positions he or she occupies in committees of other listed entities/HVDLEs and notify changes as and when they take place. (3) All members of the board of directors and senior management personnel shall affirm compliance with the code of conduct of board of directors and senior management on an annual basis. (4) Senior management shall make disclosures to the board of directors relating to all material, financial and commercial transactions, where they have personal interest that may have a potential conflict with the interest of the HVDLE at large. Explanation: - For the purpose of this sub-regulation, conflict of interest relates to dealing in the shares of listed entity or commercial dealings with bodies, which have shareholding of management and their relatives etc. (5) No employee including key managerial personnel or director or promoter of a HVDLE shall enter into any agreement for himself/herself or on behalf of any other person, with any shareholder or any other third party with regard to compensation or profit sharing in connection with dealings in the securities of such....
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....the Chief Financial Officer shall be filled by the HVDLE at the earliest and in any case not later than three months from the date of such vacancy: Provided that where the HVDLE is required to obtain approval of regulatory, government or statutory authorities to fill up such vacancy, then the vacancy shall be filled up by the HVDLE at the earliest and in any case not later than six months from the date of vacancy: Provided further that the HVDLE shall not fill such vacancy by appointing a person in interim capacity, unless such appointment is made in accordance with the laws applicable in case of a new appointment to such office and the obligations under such laws are made applicable to such person. Other corporate governance requirements. 62Q. (1) The HVDLE may, at its discretion, comply with requirements as specified in Part E of Schedule II, if applicable. (2) (a) The HVDLE shall submit a periodic compliance report on corporate governance in the format as specified by the Board from time to time to the recognized stock exchange(s) within twenty one days from the end of the period. (b) Details of all material transactions with related parties shall be disclosed along wi....
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.... by the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2016 vide notification no. SEBI/LAD-NRO/GN/ 2016-17/001. c) July 8, 2016 by the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Second Amendment) Regulations, 2016 vide notification no. SEBI/ LADNRO/GN/2016-17/008. d) January 4, 2017 by the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Third Amendment) Regulations, 2016 vide notification no. SEBI/ LADNRO/ GN/2016-17/025. e) February 15, 2017 by the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2017 vide notification no. SEBI/LAD/NRO/GN/2016-17/029. f) March 6, 2017 by the Securities and Exchange Board of India (Payment of Fees and Mode of Payment) (Amendment) Regulations, 2017 vide Notification No. LAD-NRO/GN/2016-17/037 read with March 29, 2017 by Securities and Exchange Board of India (Payment of Fees and Mode of Payment) (Amendment) Regulations, 2017 vide notification no. SEBI /LAD/ NRO/ GN/ 2016-17/38.&nb....
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....20, vide notification no. SEBI/ LADNRO/GN/2020/02. s) April 17, 2020 by the Securities and Exchange Board of India (Regulatory Sandbox) (Amendment) Regulations, 2020 vide no. SEBI/LAD-NRO/GN/2020/10. t) August 5, 2020 by the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Second Amendment) Regulations, 2020, vide notification no. SEBI/LAD-NRO/GN/2020/25. u) October 8, 2020 by the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Third Amendment) Regulations, 2020, vide notification no. SEBI/ LADNRO/GN/2020/33. v) January 8, 2021 by the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2021, vide notification no. SEBI/ LADNRO/GN/2021/02. w) May 5, 2021 by the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Second Amendment) Regulations, 2021, vide notification no. SEBI/ LADNRO/GN/2021/22. x) August 3, 2021 by the Securities and Exchange Board of India (Regulatory Sandbox) (Amendment) Regulations, 2021 vide notification no. No. SEBI/LAD-NRO/GN/2021/30. y) ....
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....closure Requirements) (Amendment) Regulations, 2023 vide notification No. SEBI/LADNRO/ GN/2023/117. kk) February 7, 2023 by the Securities and Exchange Board of India (Payment of Fees and Mode of Payment) (Amendment) Regulations, 2023 vide notification No. SEBI/LAD-NRO/GN/2023/121. ll) June 14, 2023 by the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Second Amendment) Regulations, 2023 vide notification No.SEBI/LADNRO/ GN/2023/131. mm) July 4, 2023 by the Securities and Exchange Board of India (Alternative Dispute Resolution Mechanism) (Amendment) Regulations, 2023 vide notification No. SEBI/LAD-NRO/GN/2023/137. nn) August 23, 2023 by the Securities and Exchange Board of India Listing Obligations and Disclosure Requirements) (Third Amendment) Regulations, 2023 vide notification No. SEBI/LADNRO/GN/2023/149. oo) September 19, 2023 by the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Fourth Amendment) Regulations, 2023 vide notification No. SEBI/LADNRO/GN/2023/151. pp) October 09, 2023 by the Securities and Exchange Board of India (Listing Obligations....