LODR
Last updated: 16 May 2026
Quick Summary (TL;DR)🔗
- •LODR means Listing Obligations and Disclosure Requirements.
- •SEBI LODR is the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
- •It was notified on 2 September 2015 and came into force from 1 December 2015.
- •It replaced the old Listing Agreement and made listing obligations a statutory regulation instead of just a contract.
- •It applies to listed entities on recognised stock exchanges, including equity, debt, REITs/InvITs, and IDR-linked entities, with chapter-wise differences.
- •Private companies are not covered unless they actually become listed entities.
- •Regulation 30 deals with material event disclosures and is one of the most important parts of LODR.
- •Regulation 33 covers quarterly and annual financial results; current practice also requires QR code + web link in newspaper ads, with detailed text publication now optional.
- •Regulation 46 requires a proper, updated website with mandatory disclosures.
- •BRSR is the ESG reporting framework under LODR, and BRSR Core applies to the top 150 entities.
- •Regulation 23 governs related party transactions and requires audit committee oversight.
- •Regulation 24A now requires a Secretarial Compliance Report for every listed entity, not just the top 500.
- •The Compliance Officer, usually the Company Secretary, plays a key role in filings, disclosures, and investor grievance handling.
Understanding LODR🔗
If you are preparing for the examination, advising a listed company, or simply trying to understand how SEBI keeps India's capital markets transparent — the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, commonly called LODR, is the single most important regulation you need to master. It governs everything a listed company must do, disclose, and demonstrate — from board composition to quarterly financial results, from material event disclosures to shareholder voting outcomes. This guide covers the entire LODR framework from the ground up: starting with plain-language concepts, building through the legal structure, going deep into regulation-by-regulation analysis, and finishing with practical compliance workflows.
Key Change
SEBI LODR 2015 is the constitution of listed-company compliance in India — replacing the earlier Listing Agreement, it consolidates all listing, governance, disclosure, and reporting obligations of over 5,000 entities into a single, enforceable regulation.
2015
Year Notified
109
Regulations
9
Chapters
5,000+
Listed Entities
🧠 Section 1 — What is LODR? (The Concept, Simply Explained)
Think of LODR as a contract between a listed company and the public. When a company lists its shares on a stock exchange, it is essentially inviting ordinary citizens to invest their savings. In exchange for access to this capital, the company accepts a set of obligations: to be transparent, to be well-governed, to make timely disclosures, and to treat shareholders fairly. LODR is the legal document that codifies these obligations.
Before 2015, these obligations existed in the form of a Listing Agreement — a contract each company signed with the stock exchange. The problem was that a contract is enforceable only by the parties to it. If a company violated the Listing Agreement, the exchange could delist it — but SEBI had limited direct enforcement power. LODR changed this entirely. By converting listing obligations from a contractual document into a statutory regulation under the SEBI Act, SEBI gained the power to directly prosecute, penalise, and take enforcement action against listed companies and their officers.
💡 Real-World Example
Imagine Tata Motors decides to acquire a large business worth ₹5,000 crore. Under LODR Regulation 30, this is a material event — Tata Motors must disclose this to the stock exchange within 30 minutes of the board decision. If they wait a day, SEBI can impose financial penalties, initiate adjudication proceedings, and direct the exchange to take action. This immediacy of enforcement is what LODR delivers — the old Listing Agreement simply could not.
LODR applies to every entity that has listed its securities on a recognised stock exchange in India — equity shares, debt securities, non-convertible debentures (NCDs), Indian Depository Receipts (IDRs), securitised debt instruments, and more. A company listed only on the SME exchange has different (lighter) obligations than a company listed on the main board — LODR accommodates both through specific applicability provisions.
🎯 Section 2 — Objectives of SEBI LODR Regulations 2015
SEBI articulated five governing principles in the Preamble of LODR — these are not just aspirational; they determine how ambiguous provisions are interpreted and how SEBI exercises its discretion in enforcement.
🛡️
Investor Protection
Ensure that investors have timely, accurate, and sufficient information to make informed decisions. Prevent information asymmetry between promoters and public shareholders.
⚖️
Good Corporate Governance
Mandate board independence, committee oversight, and checks on management — so that listed companies are not run exclusively in the interests of promoters.
📊
Market Integrity
Prevent insider trading, market manipulation, and selective disclosure through mandatory, exchange-route public disclosures — ensuring all investors receive information simultaneously.
🔍
Accountability & Transparency
Require periodic financial and non-financial reporting, auditor certifications, compliance reports — creating a comprehensive paper trail of corporate conduct accessible to all.
🌐
Convergence with Global Standards
Align India's listed-company governance framework with global benchmarks (OECD Principles of Corporate Governance, ICGN Standards) — making Indian listed companies credible destinations for foreign institutional investment.
📌 Section 3 — Applicability of SEBI LODR
LODR applies to every listed entity — defined as an entity that has listed its designated securities on a recognised stock exchange in India. The word "entity" is broad and includes companies, trusts, bodies corporate, and other legal persons.
3A. Types of Listed Entities Covered
💡 High Value Debt Listed Entities (HVDLEs)
SEBI now classifies certain debt‑listed entities as High Value Debt Listed Entities (HVDLEs) when the outstanding listed non‑convertible debt crosses a specified threshold (currently ₹1,000 crore). For HVDLEs whose equity is not listed, parts of the corporate governance framework of Chapter IV (board composition, committees, RPT framework, etc.) apply through a dedicated chapter of LODR.
This means that a large debt‑listed company cannot escape LODR‑style governance merely because its equity shares are unlisted – an important point for both practice and exams.
⚠️ Critical Point for CS Students
LODR does not apply to private limited companies, regardless of their size or turnover. A ₹10,000 crore private company has zero LODR obligations. The moment a company lists even one category of securities — say, NCDs — on a recognised exchange, it becomes a listed entity under LODR for that category of securities, and the relevant obligations kick in.
3B. Size-Based Exemptions for Equity Listed Companies
Regulation 15 provides important size-based carve-outs. Many corporate governance requirements under Chapter IV (Regulations 17–27) are not mandatory for listed entities whose equity share capital is below ₹10 crore and net worth is below ₹25 crore. Similarly, SME-listed entities enjoy broad exemptions from Chapter IV. SEBI has progressively reduced these exemptions through amendments — companies that cross the thresholds are required to comply within specified periods.
🏗️ Section 4 — Structure of SEBI LODR Regulations 2015
LODR is organised into 9 Chapters containing 109 Regulations, followed by Schedules that provide detailed lists, formats, and templates. Understanding the chapter structure helps you locate any obligation quickly.
Regs 1–3
Regs 4–6
Regs 13–16
Regs 15–27
Regs 28–29
Regs 30–39
Regs 40–47
Regs 48–109
⚖️ Section 5 — Corporate Governance Framework (Chapter IV Deep Dive)
Chapter IV of LODR is what most people mean when they say "corporate governance compliance." It mandates the composition, functioning, and reporting of the Board of Directors and its mandatory committees. For a CS Professional, this chapter — Regulations 17 to 27 — demands the most thorough understanding.
Board of Directors — Composition
Regulation 17 mandates the structural composition of the board of a listed company. It is modelled on the principle that the board must have sufficient independence to check the management.
What the Regulation Says
- For the top 2,000 listed entities (by market capitalisation), the board must have at least 6 directors; other listed companies follow the Companies Act minimum (3 for public, 2 for private).
- At least one woman director (where Reg 15 applies)
- At least one independent director with relevant expertise in listed companies operating in regulated sectors
- Where the Chairperson is non-executive: at least 1/3 of directors must be Independent Directors (IDs)
- Where the Chairperson is executive (or MD/CEO is Chairperson): at least half the board must be IDs
- MD/CEO cannot be Chairperson simultaneously unless the entity does not have a promoter — and even then, requires NRC recommendation and shareholder approval (2019 amendment)
- No individual can be a director in more than 7 listed entities in total; and a person who is a whole-time director / MD in a listed entity can serve as an Independent Director in not more than 3 listed entities.
📌 Practical Example
Infosys Ltd. has an Executive Chairperson. Under Reg 17, at least half of its 11-member board must be Independent Directors. As of their latest report, 7 of 11 directors are independent — comfortably above the 50% minimum. The Company Secretary must verify and certify this composition in the Corporate Governance Report filed quarterly.
Audit Committee
The Audit Committee is the most powerful board committee under LODR — it is the first line of oversight over financial reporting and internal controls. Its powers are non-delegable and its independence is sacrosanct.
Composition Requirements
- Minimum 3 directors
- Majority must be Independent Directors
- All members must be financially literate
- At least one member must have accounting or financial management expertise
- Chairperson must be an Independent Director and must personally attend the AGM
- The CFO, Internal Auditor, and Statutory Auditor must attend Audit Committee meetings as invitees
Key Powers and Roles (Schedule II, Part C)
- Recommend appointment, remuneration and terms of engagement of the statutory auditor
- Review and approve related party transactions (RPTs) — both ordinary and material RPTs (in coordination with Reg 23)
- Oversight of financial reporting process and disclosure of financial information
- Review of management discussion and analysis, internal audit reports, and financial statements
- Scrutinise inter-corporate loans and investments
- Approve whistleblower mechanism
📌 Why It Matters
The Audit Committee's approval is mandatory for related party transactions. If a promoter-controlled listed company transacts with a related party without Audit Committee approval, it is a direct violation of Reg 23 read with Reg 18 — one of the most common grounds for SEBI enforcement action in corporate governance cases.
Nomination and Remuneration Committee (NRC)
The NRC controls who sits on the board and what they are paid — preventing promoters from unilaterally packing the board with allies or paying themselves excessively.
- Minimum 3 non-executive directors — majority must be IDs
- Chairperson must be an Independent Director (should be present at AGM)
- Formulates criteria for independence of directors, qualification, positive attributes
- Recommends policy on remuneration of directors, KMPs, and senior management
- Evaluates board performance and individual director performance (annual Board Performance Evaluation)
- Recommends to board whether to extend/continue term of IDs after 5 years
Stakeholders Relationship Committee (SRC)
The SRC is the committee that deals with investor grievances — share transfers, dividend complaints, demat queries. It is the listed company's formal accountability mechanism to its investors.
- Must be chaired by a Non-Executive Director
- Minimum 3 directors — at least one ID (if the entity has IDs)
- Company Secretary is the Compliance Officer for investor grievances
- Reviews investor grievances — must ensure resolution within specified timelines
- Reports reviewed by SRC include: SEBI SCORES complaints, share transfer/demat pending cases, outstanding dividend payments
- Must meet at least once a year (board may decide higher frequency based on volume)
Risk Management Committee (RMC)
Applicable to the top 1,000 listed entities (by market capitalisation) — the RMC formalises the board's oversight of enterprise-wide risk management.
- Minimum 3 members — majority must be Board of Directors members
- At least one Independent Director
- Senior executives of the entity (not necessarily directors) can also be members — maximum 2/3 of total membership
- Meets at least twice a year
- Responsible for: identifying risk, formulating risk management plan, monitoring of cyber security risk, oversight of risk management policy
- Extended mandate (2023 amendment): cyber security risk is now an explicit responsibility — must include a cyber security framework
Corporate Governance Requirements for Subsidiaries
Corporate groups in India have historically used unlisted subsidiaries to move assets and decisions away from public scrutiny. Regulation 24 brings material subsidiaries into the LODR governance net.
What is a Material Subsidiary?
A subsidiary whose income or net worth exceeds 10% of the consolidated income or net worth of the listed entity in the immediately preceding accounting year. The listed entity's policy (board-approved) must define this.
Key Requirements for Material Subsidiaries
- At least one ID of the listed entity must be on the board of the material subsidiary
- Audit Committee of the listed entity must review financial statements of the unlisted material subsidiary
- Disposal of shares in material subsidiary requires prior approval of shareholders if it would reduce the entity's holding below 50%
- Minutes of board meetings of material subsidiaries must be placed before the parent's board
- For an unlisted material subsidiary incorporated in India — Secretarial Audit (Reg 24A) is mandatory
📢 Section 6 — Continuous Disclosure Obligations (Chapter VI Deep Dive)
Chapter VI — Regulations 30 to 39 — governs the continuous flow of information from listed companies to the market. These are the provisions that most directly prevent information asymmetry and insider trading. Every compliance professional should know these by heart.
Disclosure of Events or Information — Material Events
⭐ MOST IMPORTANTRegulation 30 is the single most litigated provision of LODR. It requires listed entities to disclose to stock exchanges — promptly and without delay — any event or information that is likely to have a material effect on the price of its securities. The regulation operates on a "disclose or explain" basis — if you don't disclose, you must have a legally defensible reason.
Timeline — How Fast Must You Disclose?
30 min
Board meeting outcomes (M&A, financial results, dividends, etc.)
24 hrs
Other material events (litigation outcomes, regulatory orders, natural disasters, etc.)
🔄 2023–24 Timeline Upgrades (Latest Reg 30 Position)
Recent SEBI amendments have refined Reg 30(6) timelines. In practice:
- Outcome of a board meeting must be disclosed within 30 minutes of closure (with a limited relaxation up to 3 hours if the meeting ends after trading hours and well before the next session).
- For events originating within the listed entity (for example, board/management decisions), disclosure is generally required within 12 hours of occurrence.
- For events originating outside the entity (for example, regulator orders, court rulings), the outer limit is 24 hours, and in some specified litigation/claim scenarios up to 72 hours.
- Top 100 / 250 listed entities also have a rumour‑verification obligation – material news reports must be confirmed or denied within prescribed timelines.
Schedule III — Part A: Events Requiring Mandatory Disclosure (Selected)
📌 The "Materiality Policy" — Company's Own Test
Since 2023 (SEBI amendment), listed entities must have a board-approved Materiality Policy that defines what constitutes a "material" event for that specific company — beyond the Schedule III mandatory list. The thresholds must be in value terms (e.g., "any transaction exceeding 2% of consolidated turnover") and must be disclosed on the website. This prevents selective discretion by management in deciding what to disclose.
Financial Results — Quarterly and Annual
Regulation 33 governs the most watched obligation of a listed company — the quarterly and annual financial results. Institutional investors, analysts, and retail investors all track these disclosures to make investment decisions.
- Results must be submitted to stock exchange within 30 minutes of the board meeting concluding
- Must be accompanied by a Limited Review report (quarterly) or Auditor's Report (annual)
- Signed by MD/Executive Chairman/CEO/CFO
- A brief newspaper advertisement with a QR code and weblink to the full financial results is mandatory; publishing the detailed results text in the newspaper is now optional under SEBI’s integrated filing framework (subject to the latest SEBI circulars and Master Circular).
- Must include a Management Discussion and Analysis (MD&A) in the annual results
- Option to submit only consolidated financial results (if standalone also submitted as separate document)
Annual Report
The annual report is a listed company's most comprehensive public accountability document. Regulation 34 specifies what must be included — and importantly, mandates specific non-financial disclosures that go far beyond accounting.
Mandatory Contents of Annual Report
- Audited Financial Statements — Standalone and Consolidated (Ind AS/GAAP)
- Management Discussion and Analysis (MD&A) — Industry structure, risks, opportunities, segment performance, outlook
- Corporate Governance Report — Certifying compliance with every CG provision of Chapter IV
- Business Responsibility and Sustainability Report (BRSR) — Applicable to top 1,000 listed entities; covers ESG disclosures across 9 principles of NGRBC
- Auditor's Certificate on CG Compliance
- Details of subsidiaries, associates, joint ventures
- Shareholder information section — Distribution schedule, share price data, dividend history, unclaimed dividends
Timeline: Annual report must be sent to shareholders and filed with the stock exchange at least 21 days before the AGM. A soft copy must also be simultaneously sent to the exchange in XBRL format.
Voting Results
Regulation 44 ensures that every shareholder resolution outcome — not just the result, but the detailed vote count — is made public. This prevents selective reporting of "unanimous approval" without revealing the extent of minority dissent.
- Listed entity must provide remote e-voting facility for every general meeting resolution
- Detailed voting results — number of votes cast for and against, % for/against — must be submitted to exchange within 48 hours of the general meeting
- Results must be displayed on the company's website for at least 1 year
- Scrutiniser's report must be attached — the scrutiniser is typically a practising Company Secretary
- Applies to resolutions passed at AGM, EGM, or through postal ballot
Website Disclosures
Regulation 46 converts the company website into a mandatory public registry of governance documents. The idea is that any investor — anywhere — can find key governance documents without having to ask the company.
Mandatory Website Disclosures (Selected)
👔 Section 7 — Key Compliance Roles Under LODR
Regulation 6 — Compliance Officer
Every listed entity must designate a Compliance Officer — a senior-level official responsible for ensuring compliance with LODR and all other applicable securities laws. In practice, the Company Secretary almost always holds this designation. The Compliance Officer is personally responsible for timely exchange filings, and their name and contact details must be disclosed on the company website and to the exchange.
ℹ️ Role of Company Secretary in LODR Compliance
The Company Secretary is the fulcrum of LODR compliance. As Compliance Officer, the CS signs the compliance certificates, submits exchange filings, coordinates between the board and Audit Committee, ensures timely disclosure of material events, and acts as Compliance Officer for the SRC. SEBI has made it clear that the Compliance Officer bears personal accountability — including liability for delayed or defective filings.
Regulation 9 — Preservation of Documents
Listed entities must frame a board-approved policy for preservation of documents — categorising documents into: (i) those preserved permanently (e.g., incorporation documents, board minutes, audited financials), and (ii) those preserved for at least 8 years (e.g., all LODR-related disclosures, exchange filings, compliance certificates). This is the archival policy, and its summary must be disclosed on the website.
📅 Section 8 — Full Annual Compliance Timeline for a Listed Company
Below is a comprehensive compliance calendar showing what a typical NSE/BSE main board listed company (equity) must do across the year. All deadlines are under LODR unless otherwise noted.
⚔️ Section 9 — LODR vs Companies Act, 2013: Key Differences
CS students frequently confuse LODR requirements with Companies Act requirements. Both apply simultaneously to listed companies — but there are important distinctions in scope, enforcing authority, and compliance consequences.
⚠️ Key CS Exam Point
Where LODR and the Companies Act prescribe different standards for the same requirement, the listed entity must comply with the more stringent of the two. SEBI's position is that LODR sets a minimum standard for listed entities, and Companies Act requirements are in addition — not in substitution.
⚡ Section 10 — Penalties and Enforcement for LODR Violations
SEBI has actively enforced LODR since its implementation, issuing adjudication orders, levying fines, and taking action against listed entities and responsible officers for non-compliance.
Fine / Penalty
₹25 Cr
Maximum per violation under S.15HB of the SEBI Act — or 3x the profit made/loss avoided
Exchange Fine
₹20,000/day
Standard NSE/BSE fine for late/non-submission of LODR filings — cumulative and compounding
Trading Suspension
Freeze / Suspension
Exchanges can suspend trading in shares of entities with persistent non-compliance — movement to Z-group on BSE
Director Debarment
Personal Liability
SEBI can debar company officers — including the Compliance Officer (CS) — from holding positions in listed companies
💡 Most Common LODR Violations (Based on SEBI Enforcement Actions)
- Delayed disclosure of material events under Reg 30 (most frequent)
- Non-compliance with Reg 23 — related party transactions without Audit Committee approval
- Board composition non-compliance (insufficient IDs, no woman director)
- Delayed or incorrect financial results filing under Reg 33
- Inadequate website disclosures under Reg 46
- Failure to file Compliance Certificates / Corporate Governance Report
🚫 Section 11 — Common Mistakes Listed Companies Make
❌
Treating the 30-minute rule casually
Companies often take hours or days to disclose board decisions, thinking the exchange won't notice. SEBI's surveillance systems detect this immediately — and the fine accumulates from the minute the board meeting ended.
❌
RPTs without Audit Committee pre-approval
Companies execute related party contracts commercially and seek post-facto Audit Committee ratification. Post-facto ratification is not valid under LODR — the Audit Committee must approve before the transaction is entered into.
❌
Inadequate KMP resignation disclosures
When a CFO or ID resigns, companies file a bare minimum intimation. LODR requires disclosure of the reasons given by the departing KMP/ID — including any disagreements with management. Omitting this is a violation.
❌
Outdated/incomplete website disclosures
Regulation 46 requires real-time updates. Companies often let website disclosures go stale — old board composition, missing policies, outdated financial data. SEBI checks websites during investigations and marks them as violations.
❌
Missing BRSR disclosures
Top 1,000 entities often submit superficial BRSR with boilerplate text. SEBI has flagged quality of BRSR as a concern — the 2023 amendments introduced assurance requirements for the BRSR Core for the top 150.
❌
Ignoring subsidiary governance obligations
Listed entities often fail to place material subsidiary board minutes before the parent board, or to ensure the ID of the parent is appointed on the material subsidiary's board. These are examined closely during SEBI inspections.
✅ Section 12 — Master Compliance Checklist for Listed Companies
Use this checklist as a quick internal audit tool. Every item maps to a LODR regulation.
📝 Conclusion — The Bottom Line on SEBI LODR
SEBI LODR 2015 is not just a compliance document — it is the framework that defines what it means to be a listed company in India. Its 109 regulations cover every dimension of corporate conduct: how the board is composed, how decisions are made, what is disclosed and when, how subsidiaries are governed, how investors are protected. For CS professionals, mastery of LODR is not optional — it is the core of what the profession contributes to listed company governance.
SEBI continues to actively amend LODR — 2018, 2019, 2021, 2023, and 2024 have all brought significant changes, including the BRSR mandate, enhanced RPT framework, cyber-security risk under RMC, and tighter disclosure timelines. Staying current with amendments is as important as knowing the base regulation.
🔍 Snapshot of Major LODR Amendments (2018–2024)
- 2018–2019 (Kotak Committee) – stronger board composition norms, minimum board size for top 2,000 entities, enhanced independent director requirements, and tighter committee charters.
- 2021–2023 – expansion of the Risk Management Committee, formal inclusion of cyber‑security risk, and refinement of Reg 30 timelines for material event disclosures.
- BRSR & ESG – full BRSR for top 1,000 entities and assurance‑based BRSR Core for the top 150, integrating sustainability into mainstream disclosure.
- 2024–2025 – integrated filing (financial + XBRL), optional detailed newspaper ads (QR code + web link mandatory), strengthened secretarial compliance and disclosure standards, and a clearer regime for HVDLEs.
Source: SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time. Available at sebi.gov.in. For more regulatory updates, visit corplawupdates.in. This article is for informational and educational purposes only and does not constitute legal advice.
Frequently Asked Questions (FAQs)🔗
Q1. What is LODR? What does SEBI LODR mean?▼
Q2. What is the full form of LODR?▼
Q3. When was SEBI LODR notified and when did it come into force?▼
Q4. What did LODR replace? Why was it introduced?▼
Q5. Which companies are covered under SEBI LODR?▼
Q6. Is LODR applicable to private companies?▼
Q7. Does LODR apply to a company that has listed only NCDs and not equity shares?▼
Q8. Are SME-listed companies subject to LODR? What exemptions do they have?▼
Q9. Does LODR apply to government companies?▼
Q10. What is Regulation 30 of SEBI LODR?▼
Q11. What is Regulation 33 of SEBI LODR?▼
Q12. What is Regulation 46 of SEBI LODR?▼
Q13. What is the BRSR under SEBI LODR?▼
Q14. What is Regulation 23 of SEBI LODR — Related Party Transactions?▼
Q15. What are the quarterly compliance obligations under SEBI LODR?▼
Q16. Who is the Compliance Officer under SEBI LODR and what is their role?▼
Q17. What is the Secretarial Compliance Report under LODR?▼
Q18. What is the Materiality Policy under SEBI LODR?▼
Q19. What is the timeline for disclosing an acquisition under SEBI LODR?▼
Q20. What is the difference between LODR and the Companies Act, 2013 on corporate governance?▼
Q21. What are the penalties for non-compliance with SEBI LODR?▼
Q22. What is a "material subsidiary" under LODR and what obligations arise?▼
Q23. What are the recent amendments to SEBI LODR that are important?▼
Q24. Can the Company Secretary be penalised personally for LODR violations by the company?▼
Q25. What is the role of stock exchanges as "frontline regulators" under LODR?▼
Q26. What is Regulation 27 — the Corporate Governance Compliance Report?▼
Q27. What is Regulation 29 of SEBI LODR?▼
Q28. What is the shareholding pattern filing requirement under LODR?▼
Q29. What is Regulation 25 of SEBI LODR — obligations of Independent Directors?▼
Contextual Analysis & Regulatory Updates🔗
Read our latest analysis and critical updates on corporate circulars related to SEBI: