SEBI has overhauled several parts of the LODR framework through this amendment to strengthen governance, sharpen related-party transaction (RPT) controls, streamline annual-report disclosures, and align compliance obligations more closely with company-law timelines.

The amendment revises multiple provisions of the LODR Regulations, 2015:

1. Definition Changes under Regulation 2
   The scope of persons covered in RPT-related provisions is expanded. References to “its directors or its employees” are replaced with “directors or key managerial personnel of the listed entity or its subsidiary, and their relatives.”
   Similarly, uniform applicability now extends to employees, directors, key managerial personnel, and their relatives.
2. Regulation 12 Updated
   The earlier provisos are removed. The clause relating to redemption/repayment amounts is simplified with a period replacing the earlier punctuation.
3. Major Overhaul of Regulation 23 (Related Party Transactions)

• Materiality thresholds are no longer based on “₹1,000 crore or 10% turnover.” A new turnover-slab-based framework under Schedule XII replaces this.
• For subsidiaries entering transactions where the listed entity is not a party:
  • Prior audit-committee approval is required if the value exceeds:
    • 10% of the subsidiary’s standalone turnover, or
    • The listed entity’s materiality threshold under Schedule XII (whichever is lower).
• For subsidiaries without audited financials for at least one year:
  • Thresholds are based on 10% of paid-up share capital plus securities premium.
• Shareholder omnibus approvals:
  • AGM approvals remain valid until the next AGM.
  • Approvals granted in any general meeting other than an AGM remain valid for only one year.
• Clarification inserted: “Holding company” in these provisions refers specifically to a listed holding company.

4. Regulation 53 (Annual Report Disclosures)
   Annual-report requirements now apply to entities constituted under any statute, not just the Companies Act.
   Revised reporting obligations:

• Annual report must be submitted to stock exchanges/debenture trustees and uploaded on the website on or before dispatch/submission date.
• Revised annual reports (post-AGM changes) must be filed within 48 hours along with explanations.

5. Regulation 58 (Non-Convertible Securities)

• Listed entities must send a letter giving the exact web-path to the full annual report; a QR code may optionally be added.
• All documents must be sent within timelines under Section 136 of the Companies Act or relevant statute; where no statutory timeline exists, dispatch/submission date becomes the deadline.

6. Schedule I Amendment
   Clause (3) stands omitted.
7. Introduction of New Schedule XII
   A new slab-based materiality framework for RPTs is introduced:

• Up to ₹20,000 crore turnover → 10% of consolidated turnover.
• ₹20,000–40,000 crore → ₹2,000 crore + 5% of turnover above ₹20,000 crore.
• Above ₹40,000 crore → ₹3,000 crore + 2.5% of turnover above ₹40,000 crore, capped at ₹5,000 crore.