TaxTMI 
TaxTMI 
Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Fifth Amendment) Regulations, 2025
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....al Gazette: Provided that sub-regulations I, III and VII of regulation 3 of these amendment regulations shall come into force on the thirtieth day from the date of their publication in the Official Gazette. 3. In the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 - I. in regulation 2, sub-regulation (1), clause (zc), in the first proviso, in clause (e), a. 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"; b. the words "employees and directors" appearing after the words and symbol "applicable/offered to all" and before the symbol ":", shall be substituted with the words and symbols "employees, directors, key managerial personnel and relatives of directors or key managerial personnel". II. in regulation 12, a. the existing first proviso and second proviso shall be om....
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....ary shall be taken as on a date, not older than three months prior to the date of seeking approval of the audit committee."; c. in sub-regulation (4), i. in the second proviso, the symbol ";" shall be substituted with the symbol ":"; ii. after the second proviso, the following new provisos shall be inserted, namely,- "Provided further that the omnibus approval granted by the shareholders for material related party transactions in an annual general meeting shall be valid till the date of the next annual general meeting held within the timelines prescribed under Section 96 of the Companies Act, 2013 or rules, notifications, or circulars issued thereunder from time to time: Provided further that in case of omnibus approvals for material related party transactions, granted by shareholders in general meetings other than annual general meeting, the validity of such omnibus approvals shall not exceed one year from the date of such approval."; d. in sub-regulation (5), after clause (e) the following Explanation shall be inserted, namely,- "Explanation: For the removal of doubts, it is clarified that the term 'holding company' u....
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....ng new Schedule shall be inserted, namely,- "Schedule XII: RELATED PARTY TRANSACTIONS [See Regulation 23(1)] A transaction with a related party shall be considered material, if the transaction(s) to be entered into individually or taken together with previous transactions during a financial year exceeds the following: Consolidated Turnover of Listed Entity Threshold (I) Up to Rs.20,000 Crore 10% of the annual consolidated turnover of the listed entity (II) More than Rs.20,000 Crore to upto Rs.40,000 Crore Rs.2,000 Crore + 5% of the annual consolidated turnover of the listed entity above Rs.20,000 Crore (III) More than Rs.40,000 Crore Rs.3,000 Crore + 2.5% of the annual consolidated turnover of the listed entity above Rs.40,000 Crore or Rs.5000 Crores, whichever is lower. Explanation: For the purpose of computing the thresholds stated above, the annual consolidated turnover of the listed entity shall be determined based on the last audited financial statements of the listed entity. Illustration 1. For listed entities in (II) If the annual consolidated tu....
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.... 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. g) May 9, 2018 by the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2018 vide notification no. SEBI/LAD-NRO/GN/2018/10. h) May 30, 2018 by the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Second Amendment) Regulations, 2018 vide notification no. SEBI/LADNRO/GN/2018/13. i) June 1, 2018 by the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Third Amendment) Regulations, 2018 vide notification no. SEBI/LADNRO/GN/2018/21. j) June 8, 2018 by the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Fourth Amendment) Regulations, 2018 vide notification no. SEBI/LADNRO/GN/2018/24. k) September 6, 2018 by the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Fifth Amendment) Regulations, 2018 vide notification no. SEBI/LAD-NRO/GN/2....
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....uirements) (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) August 3, 2021 by the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Third Amendment) Regulations, 2021, vide notification no. SEBI/ LADNRO/GN/2021/35. z) August 13, 2021 by the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Fourth Amendment) Regulations, 2021, vide notification no. SEBI/ LADNRO/GN/2021/42. aa) September 7, 2021 by the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Fifth Amendment) Regulations, 2021, vide notification no. SEBI/ LADNRO/GN/2021/47. bb) November 9, 2021 by the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Sixth Amendment) Regulations, 2021, vide notification no. SEBI/ LADNRO/GN/2021/55. cc) January 24, 2022 by the Securities and Exchange Board ....
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....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 and Disclosure Requirements) (Fifth Amendment) Regulations, 2023 vide notification No. SEBI/LADNRO/GN/2023/155. qq) October 20, 2023 by the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Sixth Amendment) Regulations, 2023 vide notification No. SEBI/LADNRO/GN/2023/158. rr) December 21, 2023 by the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Seventh Amendment) Regulations, 2023 vide notification No. SEBI/LADNRO/GN/2023/161. ss) May 17, 2024 by the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2024 vide notification No. SEBI/LAD-NRO/GN/2024/177. tt) July 10, 2024 by the Securities and Exchange Board of India (Listing....