Game-Changer! SEBI Tightens LODR Rules with Third Amendment, 2025 [Read Notification]

The Securities and Exchange Board of India (SEBI) in powers given by section 11(2) of section 11 and section 30 of the Security Contract (Regulation) Act, 1956 (42). SEBI makes the following regulations to further change the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015:

1.These regulations will be called the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Third Amendment) Regulations, 2025.

2.This will come into effect on 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 39, after sub-regulation (2), the following new sub-regulation will be placed:

“(2A) The listed entity will issue securities pursuant to any Scheme of Arrangement or any subdivision, split or consolidation of securities only in the dematerialised form:

Provided that the listed entity will open a separate demat account for such securities of investors not having a demat account.”

II. in regulation 91C, the existing sub-regulation (1) will be replaced with the following sub-regulation:

“91C. (1) A Not for Profit Organization registered on the Social Stock Exchange(s), including a Not for Profit Organization whose designated securities are listed on the Social Stock Exchange(s) will be required to make annual disclosures to the Social Stock Exchange(s) on –

(i) financial aspects, as may be specified by the Board, by October 31st of each year or before the due date of filing of income tax return as prescribed under the provisions of the Income-tax Act, 1961, whichever is later, or within such other period as may be specified by the Board; and

(ii) non-financial aspects, as may be specified by the Board, within a period of 60 days from the end of the financial year or within such other period as may be specified by the Board.”

III. in regulation 91E

A. in sub-regulation (2)

1. the word “Firm” will be replaced with the word “organisation“.

2. the symbol “.” appearing after the words and symbols “Social Impact Assessor(s)” will be replaced with the symbols and words “for listed project(s) and will be self-certified for non-listed project(s):”;

3. after sub-regulation (2), the following proviso will be placed, namely, -“Provided that the annual impact report will cover at least 67% of the program expenditure in the previous financial year.”;

B. after sub-regulation (2), the following new sub-regulation will be placed:

“(2A) A Social Enterprise which is only registered on a Social Stock Exchange without raising funds will submit a self-certified annual impact report:

Provided that a Not for Profit Organization that is registered on a Social Stock Exchange will be allowed not to raise funds through it for a maximum period of two years from the date of registration or such duration as may be specified by the Board:

Provided further that upon expiry of the period of two years from the date of registration, the Not for Profit Organization will have at least one listed project, failing which it will cease to be registered.”

IV. in Schedule VII, in clause B,

A. in sub-clause (1), the proviso will be removed and

B. in sub-clause (2), the proviso will be removed as well.