SEBI has notified amendments to the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, effective November 18, 2025. These changes impact how listed entities handle related party transactions (RPTs), subsidiary-level deals, and communication norms.
1.ย ๐ ๐ง๐๐ฐ ๐ ๐๐ฎ๐ ๐ ๐๐จ๐ซ ๐ฌ๐ข๐ ๐ง๐ข๐๐ข๐๐๐ง๐ญ ๐ญ๐ซ๐๐ง๐ฌ๐๐๐ญ๐ข๐จ๐ง๐ฌ ๐ฐ๐ข๐ญ๐ก ๐๐๐ฅ๐๐ญ๐๐ ๐๐๐ซ๐ญ๐ข๐๐ฌ: The fixed INR 1,000 crore threshold under Regulation 23 is replaced with a new, flexible structure based on a companyโs turnover (Schedule XII):
(a) in case of a listed entity with consolidated turnover up to โน20,000 crore – 10% of the annual consolidated turnover;
(b) where consolidated turnover is more than โน20,000 crore and up to โน40,000 crore – โน2,000 crore plus 5% of the turnover above โน20,000 crore; and
(c) where consolidated turnover exceeds โน40,000 crore – โน3,000 crore plus 2.5% of the turnover above โน40,000 crore, or โน5,000 crore, whichever is lower.
Therefore, large companies with higher turnover will now have a higher threshold for what is considered a โ๐ฎ๐ข๐ต๐ฆ๐ณ๐ช๐ข๐ญโ RPT. This can reduce the compliance load for their larger-scale operations. For smaller companies, the rules ensure that transactions meaningful to their size still receive the necessary oversight from the audit committee and shareholders.
2.ย ๐๐ข๐ ๐ก๐ญ๐๐ซ ๐ ๐จ๐ฏ๐๐ซ๐ง๐๐ง๐๐ ๐๐จ๐ซ ๐๐ฎ๐๐ฌ๐ข๐๐ข๐๐ซ๐ฒ ๐๐๐๐ฅ๐ฌ
The amendment sets clearer requirements for transactions where a listed companyโs subsidiary is involved, but the parent company is not. It now requires the parentโs audit committee to review these deals if they cross certain limits relative to the subsidiaryโs own financial size.
This change closes a potential gap in governance. It ensures that significant deals within the wider corporate group cannot bypass proper scrutiny, making the listed entity more accountable for its entire groupโs actions.
3.ย ๐๐ฅ๐๐๐ซ๐๐ซ ๐ญ๐ข๐ฆ๐๐ฅ๐ข๐ง๐๐ฌ ๐๐ง๐ ๐ฌ๐ฆ๐จ๐จ๐ญ๐ก๐๐ซ ๐๐จ๐ฆ๐ฆ๐ฎ๐ง๐ข๐๐๐ญ๐ข๐จ๐ง
Sub-regulation (4) of the Regulation 23 now confirms that a general approval from shareholders for RPTs is valid only until the next Annual General Meeting. This means that companies can no longer rely on old, broad approvals for new transactions, ensuring ongoing shareholder involvement.
Further, the amendment also formalizes the use of web-links and QR codes for sending annual reports to holders of non-convertible securities also given under Regulation 58. It should be noted that such method was already available to ย other shareholders due to application of Regulation 36(1)(b).
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