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Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2026

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....e Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 - I. in regulation 15,  (a) in sub-regulation (1A),  i. after the words "regulation and" and before the number "16", the word "regulation" shall be substituted with the word "regulations"; ii. after the words "16 to" and before the number "27", the word "regulation" shall be omitted"; iii. after the number and words "27 of this" and before the words "shall apply to a listed entity", the word "chapter" shall be substituted with the word "Chapter"; iv. after the words "non-convertible debt securities of Rupees" and before the words "Thousand Crore", the word "One" shall be substituted with the word "Five"; (b)  in the proviso to sub-regulation (1A),  i. after the words "specified threshold of Rupees" and before the words "Thousand Crore", the word "One" shall be substituted with the word "Five"; ii. after the words and symbol "during the course of the year," and before the words "high value debt listed entity shall ensure", the word "a" shall be substituted with the word "the";....

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....A, sub-regulation (3) shall be substituted with the following, namely, - "(3) The amount transferred to the escrow account that remains unclaimed and unpaid shall be transferred to the 'Investor Education and Protection Fund' in accordance with section 125 of the Companies Act, 2013 and rules made thereunder: Provided that for listed entities which do not fall within the definition of "company" under the Companies Act, 2013 and rules made thereunder, the amount in the escrow account that remains unclaimed and unpaid for a period of seven years from the maturity date of the non-convertible securities, shall be transferred to the Investor Protection and Education Fund created by the Board in terms of section 11 of the Act: Provided further that the amount transferred to the Investor Protection and Education fund shall not bear any interest." V. in regulation 62C,  (a)  in sub-regulation (1),  i. after the words "value of Rupees" and before the words "Thousand Crore", the word "One" shall be substituted with the word "Five"; ii. in the explanation (1),  1. after the words "shall be determined" ....

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....es, wherever applicable, shall be excluded for the purposes of this clause:" ^4[ii.] in the existing first proviso, after the word "Provided" and before the words "that a public sector company", the word "further" shall be inserted; iii. after the words and symbol "at the next general meeting:" in the existing first proviso and before the words "Provided further that the appointment or a" in the existing second proviso, the following provisos shall be inserted, namely, - Provided further that the requirements specified in this clause shall not be applicable to appointment or re-appointment of a person nominated by a financial sector regulator, Court or Tribunal to the board of the HVDLE: Provided further that the requirement specified in this regulation shall not be applicable to a director nominated by a debenture trustee registered with the Board under a subscription agreement for the debentures issued by the HVDLE:"  d)  in sub-regulation (5),  i. after the words "shall be filled by the" and before the words "at the earliest", the words "listed entity" shall be substituted with the word "HVDLE"; ii. af....

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....n 62H, in sub-regulation (5), after the words "once in a" and before the word and symbol "year.", the word "financial" shall be inserted; X. in regulation 62I, in sub-regulation (4), after the words "twice in a" and before the word "year", the word "financial" shall be inserted; XI. in regulation 62K,  (a) sub-regulation (1) shall be substituted with the following, namely, - (1) HVDLE shall comply with the provisions of regulation 23 above except regulation 23(8) and regulation 23(9) in respect of related party transactions. For the purpose of this regulation word "listed entity' mentioned in regulation 23 shall be read as "HVDLE"."; (b) sub-regulations (2), (3) and (4) shall be omitted; (c) in sub-regulation (5), after the words "voting including e-voting", the symbol and words ", in the manner specified by the Board" shall be inserted; (d) in sub-regulation (7),  ^5[i. ] the words, symbols and numbers "sub-regulations (3), (4) and (5)" shall be substituted with the words, symbols and number "sub-regulation (5)"; ii. in clause (a), after the words "into between two" and before the word ....

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.... in regulation 62P, after proviso to sub-regulation (2), the following sub-regulation (3) and proviso shall be inserted, namely, - "(3) Any vacancy in the office of Chief Executive Officer, Managing Director, Whole Time Director or Manager or Chief Financial Officer of such HVDLE in respect of which a resolution plan under section 31 of the Insolvency Code has been approved, shall be filled within a period of three months of such approval:  Provided that, in the interim, such HVDLE shall have not less than one full-time key managerial personnel managing its day-to-day affairs." XVI. in regulation 62Q,   (a)  in sub-regulation (2),  i. clause (a) shall be substituted with the following, namely,-  "(a) the HVDLE shall submit, to the recognized stock exchange(s), a periodic compliance report on corporate governance in the format and within the timelines, as may be specified by the Board from time to time.";  ii. clause (b) shall be omitted. BABITHA RAYUDU,  Exe. Director [ADVT.-III/4/Exty./626/2025-26] FOOTNOTES:  1. The Securities and Exchange Board of India (Listin....

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....O/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/LADNRO/GN/2018/30. l) November 16, 2018 by the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Sixth Amendment) Regulations, 2018 vide notification no. SEBI/LADNRO/GN/2018/47. m) March 29, 2019 by the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2019 vide notification no. SEBI/LAD-NRO/GN/2019/07.  n) May 7, 2019 by the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Second Amendment) Regulations, 2019, vide notification no. SEBI/ LADNRO/GN/2019/12.  o) June 27, 2019 by the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Third Amendment) Regulatio....

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.... 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 of India (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2022, vide notification No. SEBI/LAD-NRO/GN/2022/66. dd) March 22, 2022 by the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Second Amendment) Regulations, 2022, vide notification No. SEBI/LADNRO/GN/2022/76. ee) April 11, 2022 by the Securities and Exchange Board of India (Listing Obligations and Disclosure   Requirements) (Third   Amendment) Regulations, 2022, vide   notification No. SEBI/LADNRO/GN/2022/79. ff) April 25, 2022 by the Securities and Exchange Board of India (Listing Obligations and Disclosure   Requirements) (Fourth   Amendment) Regulations, 2022   vide   notification &n....

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....nts) (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 Obligations and Disclosure Requirements) (Second Amendment) Regulations, 2024 vide notification No. SEBI/LADNRO/GN/2024/189. uu) December 12, 2024 by the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Third Amendment) Regulations, 2024, vide notification No. SEBI/LADNRO/GN/2024/218.  vv) March 28, 2025 by the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2025, vide notification No. SEBI/LADNRO/GN/2025/239.  ww) May 1, 2025 by the Securities and Exchange Board of Ind....