SEBI LODR: what a listed company must disclose, and when

Which parts of SEBI LODR actually apply to your company?

Four different populations land on this page and they do not owe the same things. A main-board equity listed operating company carries the full weight. An SME Exchange listed company sits under a deliberately lighter version of it. A debt-only listed company (unlisted equity, listed non-convertible debentures) is governed by an entirely different chapter and a different master circular. And a pre-IPO company is not yet inside the regime at all, but is about to be, and should be building the machinery now.

The governing instrument for all of them is the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 , shown on SEBI's own listing page as last amended on July 14, 2026. Its operational companion (the document a company secretary actually works from) is the Master Circular for compliance with the provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 by listed entities dated Jan 30, 2026, reference HO/49/14/14(7)2025-CFD-POD2/I/3762/2026. It was issued on July 11, 2023, last updated on January 30, 2026, consolidates relevant circulars issued up to December 30, 2025, and runs to 291 pages. Footnote 1 of that master circular is worth reading before anything else: unless otherwise stated, it applies to entities that have listed specified securities.

From there, three switches decide what an operating company actually owes.

Switch one. Regulation 15(2)(a). The corporate governance provisions (Regulations 17, 17A, 18, 19, 20, 21, 22, 23, 24, 24A, 25, 26, 26A and 27, clauses (b) to (i) and (t) of Regulation 46(2), and paras C, D and E of Schedule V) do not apply to a listed entity whose paid-up equity share capital does not exceed Rs. 10 crore and whose net worth does not exceed Rs. 25 crore as on the last day of the previous financial year. Both limbs must hold. A promoter-funded exporter with Rs. 6 crore of paid-up capital and Rs. 60 crore of accumulated net worth is squarely inside the chapter, and the fact that its capital is small is irrelevant. An entity that crosses either threshold later gets six months to comply. And the second proviso is a ratchet: once these provisions have become applicable, they continue to apply until the equity share capital and the net worth both fall and remain below the threshold for three consecutive financial years.

Switch two. Regulation 15(2)(b), for entities listed on the SME Exchange. The same corporate governance provisions are relaxed, but the proviso applies Regulation 23 (the related party transaction regime) from April 01, 2025 to an SME-listed entity that exceeds either Rs. 10 crore of paid-up equity share capital or Rs. 25 crore of net worth. An SME-listed exporter that has grown past either figure therefore runs full related party approval and disclosure machinery even while the rest of the governance chapter stays off.

Switch three. Regulation 15(1A), the debt route. Regulations 16 to 27 are applied to a debt-listed entity only where its outstanding listed non-convertible debt securities are Rupees Five Thousand Crore and above . That threshold was substituted from 'Rupees One Thousand Crore' with effect from January 22, 2026, and the One Thousand Crore figure had itself replaced 'Rupees Five Hundred Crore' with effect from March 28, 2025. So the population of high value debt listed entities has shrunk twice in eighteen months. An entity crossing the threshold mid-year has six months to comply. Below it, a debt-only listed operating company sits in Chapter V of LODR (Regulation 49 onwards) and submits quarterly standalone results within forty-five days of the end of each quarter other than the last under Regulation 52(1). Its consolidated companion is the Master Circular for listing obligations and disclosure requirements for Non-convertible Securities, Securitized Debt Instruments and/ or Commercial Paper dated Jul 11, 2025. Not the equity LODR master circular. The issuance-side rulebook is the Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) Regulations, 2021 .

If you are still pre-listing, the relevant rulebook is the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations 2018 and its consolidated companion, the Master Circular for Issue of Capital and Disclosure Requirements dated Feb 09, 2026. Covered on our capital-raising guide .

What must a listed company file every quarter, half-year and year?

The quarterly calendar now hangs off one thing: Integrated Filing . It was introduced in terms of Regulation 10(1A) by circular SEBI/HO/CFD/CFD-PoD-2/CIR/P/2024/185 dated December 31, 2024, applicable for filings from the quarter ending 31st December 2024, and is consolidated at Section VI-L of the Master Circular for compliance with the provisions of the SEBI (LODR) Regulations, 2015 by listed entities dated Jan 30, 2026. It replaced a scatter of separate quarterly submissions with two filings on two clocks.

Integrated Filing (Governance) is due within 30 days from the end of the quarter . It carries the Regulation 13(3) statement on redressal of investor grievances and the Regulation 27(2)(a) corporate governance compliance report.

Integrated Filing (Financial) is due within 45 days from the end of the quarter other than the last, and 60 days from the end of the last quarter and the financial year . It carries the Regulation 23(9) related party transaction disclosure (half-yearly), the quarterly disclosure of outstanding defaults on loans and debt securities under Section V-B, the Regulation 32(1) statement of deviation and variation, and the Regulation 33(3) financial results.

Plenty stayed outside Integrated Filing, and this is where calendars break. The Regulation 31(1) shareholding pattern is filed one day prior to listing, quarterly within twenty-one days of the end of each quarter, and within ten days of any capital restructuring resulting in a change exceeding two per cent of total paid-up share capital. With SME-listed entities filing half-yearly within twenty-one days of each half year. The Regulation 34(1) annual report goes to the stock exchange and the company website on or before commencement of dispatch to shareholders, with any revised copy and an explanation for the changes not later than 48 hours after the annual general meeting. The Regulation 24A secretarial audit and secretarial compliance report sit on their own annual cycle. And Regulation 44(5) requires the top 100 listed entities by market capitalisation to hold the AGM within five months of the close of the financial year.

Three items that used to be event-based now report quarterly, inside Integrated Filing (Governance): acquisition of shares or voting rights in an unlisted company aggregating to 5% or any subsequent change in holding exceeding 2%; imposition of fines or penalties below the Para A(20) monetary thresholds; and updates on ongoing tax litigations or disputes. If your event-disclosure register still fires on these, you are filing twice.

Mechanically, BSE and NSE have operated a single filing system since October 1, 2024, and SEBI has moved the Regulation 31(1)(b) shareholding pattern and new or revised credit ratings to system-driven disclosure. The exchange generates the disclosure from data it already holds, which reduces the filing burden but does not transfer responsibility for accuracy away from the listed entity.

When does the disclosure clock start on a material event, and how long do you have?

Regulation 30(6) sets four outer limits, and Annexure 18A of the Master Circular dated Jan 30, 2026 states them exactly:

• Thirty minutes from the closure of the board meeting in which the decision was taken;
• Three hours where that board meeting closes after normal trading hours but more than three hours before the beginning of normal trading hours of the next trading day;
• Twelve hours where the event or information emanates from within the listed entity;
• Twenty-four hours where the event or information does not emanate from within the listed entity.

These are ceilings, not targets. The overriding standard in Regulation 30(6) is 'as soon as reasonably possible' . And the closing note to Annexure 18A displaces the table: where an event emanates from a decision taken at a board meeting, the 30-minute or 3-hour rule applies regardless of what the row for that event says. A row reading '12 hours' is simply the wrong number when the trigger was a board resolution.

Occurrence is defined separately, in Annexure 19. For decision-driven matters the event occurs on board approval (and, for some items, shareholder approval). And an in-principle approval, or an approval merely to explore something that is not a final approval, expressly does not require disclosure under Regulation 30. For everything else, the event occurs when the entity became aware of it, or when an officer ought to have reasonably come into possession of the information in the course of the performance of his duties. 'officer' carrying its Companies Act, 2013 meaning and expressly including the promoter. That constructive knowledge standard is why a plant manager's early-morning phone call starts the clock, not the moment the CFO finishes quantifying the loss.

Two adjacent obligations complete the picture. Regulation 30A reaches binding agreements that impact the management or control of the listed entity or impose restrictions on it, and puts a two-working-day obligation on the counterparties to such agreements to inform the listed entity so it can disclose. Regulation 30(11) rumour verification applies to the top 100 listed entities by market capitalisation with effect from June 01, 2024 and to the top 250 with effect from December 01, 2024, with unaffected price claimable where the rumour is confirmed within 24 hours of the trigger of material price movement. Listed entities must also follow the Industry Standards Forum standards for implementing Regulation 30 and Regulation 30(11), formulated by ASSOCHAM, CII and FICCI under the aegis of the stock exchanges in consultation with SEBI. The Regulation 30 standards were brought in by circular SEBI/HO/CFD/CFD-PoD-2/P/CIR/2025/25 dated February 25, 2025.

How do you decide whether an event is material enough to disclose?

There are two tiers, and confusing them wastes the only thing you are short of, which is hours. Regulation 30(2) makes every event listed in Para A of Part A of Schedule III deemed material. No test is applied at all. Regulation 30(3) subjects Para B events to the materiality guidelines in Regulation 30(4). Running a 2%/2%/5% calculation on a director's resignation is pure lost time; skipping it on a plant disruption is a filing that should never have gone out, or one that should have.

Regulation 30(4)(i) has four limbs, and an event is material if any of them is met:

• (a) omission of the event or information is likely to result in discontinuity or alteration of information already available publicly;
• (b) omission is likely to result in significant market reaction if it came to light at a later date;
• (c) the quantitative limb. The value, or the expected impact in terms of value, exceeds the lower of two percent of turnover, two percent of net worth (except where the arithmetic value of net worth is negative) and five percent of the average of the absolute value of profit or loss after tax, each taken from the last audited consolidated financial statements, and the last three for the profit limb;
• (d) the residual limb. Where none of (a) to (c) applies and the board of directors nonetheless considers the event material.

All figures come from consolidated, audited statements. And the profit limb has an instruction of its own in Annexure 19A of the Master Circular dated Jan 30, 2026: disregard the sign when averaging. SEBI's own illustration averages profit or loss after tax of (20), 50 and (20) crore as (20 + 50 + 20) / 3 = 30 crore. Not 10 crore, which is what a naive average of −20, 50 and −20 would give. Annexure 19A also clarifies that where the entity does not have three years of financials, for example a demerged entity, the average is taken over the years available.

This is where the arithmetic bites an operating company hardest. Limb (c) applies a 5% multiplier to an absolute-value profit average, against a 2% multiplier on turnover. For a thin-margin or cyclical manufacturer, profit after tax is a small fraction of turnover to begin with, so 5% of an already-small average lands an order of magnitude below 2% of turnover. Add a loss year, which enters the average at its absolute value and pushes the average up rather than down, and the number still stays far below the turnover limb. A finance team that reasons 'we turn over Rs. 1,800 crore, so a Rs. 22 crore event is immaterial' has skipped the limb that actually governs.

Regulation 30(4)(ii) requires the board to frame a materiality policy, disclosed on the website, for determining materiality. And that policy may not dilute anything the regulations require. In practice the policy should carry the calculation, not a paraphrase of it.

Finally, remember that materiality under Regulation 30 and the definition of unpublished price sensitive information under the SEBI insider trading regime overlap heavily but are not identical. Something can be UPSI before it is a disclosable Regulation 30 event. And during that gap the trading window and the structured digital database are your only controls.

Annexure 19 of the Master Circular dated Jan 30, 2026: for decision-driven matters the event occurs on board (and, for some items, shareholder) approval, and an in-principle approval or an approval to explore is expressly not disclosable under Regulation 30; for external events it occurs when the entity became aware, or when an officer 'ought to have reasonably come into possession of the information in the course of the performance of his duties'. 'officer' carrying its Companies Act, 2013 meaning and expressly including the promoter. </>), soThat: (<> You neither file on a term sheet the board only agreed to look at, nor treat a plant manager's 7 a.m. Phone call as something the clock has not started on. </>), }, , , , , ]} conclusion= />

Which related party transactions need audit committee and shareholder approval?

The approval architecture sits in Regulation 23(2), (3) and (4). Every related party transaction, and every subsequent material modification to one, needs prior approval of the audit committee. And only those audit committee members who are independent directors may approve it. There is no de minimis on the approval gate itself. Size decides whether shareholders must also approve; it does not decide whether the audit committee must.

There is one narrow ratification route in Regulation 23(2). Independent members of the audit committee may ratify a transaction within three months of it being entered into, or at the immediate next audit committee meeting, whichever is earlier. But only where the value of all ratified transactions in the financial year does not exceed rupees one crore, the transaction is not material under Regulation 23(1), and the rationale for the inability to seek prior approval is recorded. It is a relief valve for genuinely unforeseeable items, not a workflow.

Materiality changed shape on December 19, 2025 . Regulation 23(1) no longer states a flat threshold; it points to the slab table in Schedule XII:

• annual consolidated turnover up to Rs. 20,000 crore. 10% of annual consolidated turnover ;
• turnover between Rs. 20,000 crore and Rs. 40,000 crore. Rs. 2,000 crore + 5% of turnover above Rs. 20,000 crore ;
• turnover above Rs. 40,000 crore. Rs. 3,000 crore + 2.5% of turnover above Rs. 40,000 crore, or Rs. 5,000 crore, whichever is lower .

Do the arithmetic before you assume this changed anything for you. For any listed entity with consolidated turnover below Rs. 20,000 crore the threshold is simply 10% of annual consolidated turnover. And for a company under Rs. 10,000 crore of turnover that is identical to the old 'lower of Rs. 1,000 crore or 10% of consolidated turnover' rule, because the Rs. 1,000 crore cap only ever bound above Rs. 10,000 crore of turnover. A mid-cap operating company therefore sees no change at all. The slabs materially loosen the position for large caps, which is who the amendment was for.

Two special thresholds sit alongside. For an entity listed on the SME Exchange , a related party transaction is material with effect from April 01, 2025 if it exceeds Rupees fifty crore or ten per cent of annual consolidated turnover, whichever is lower . And Regulation 23(1A) fixes brand usage and royalty payments to a related party as material at five percent of annual consolidated turnover as per the last audited financial statements. A live issue wherever an Indian exporter licenses a family-held brand from a promoter entity.

On information, Section III-B of the Master Circular dated Jan 30, 2026 requires listed entities to follow the RPT Industry Standards on 'Minimum information to be provided to the Audit Committee and Shareholders for approval of related party transactions' . A reduced set in Annexure 13A applies where the transaction, individually or taken together with previous transactions in the financial year, does not exceed 1% of annual consolidated turnover or Rs. 10 crore, whichever is lower ; and no minimum-information requirement applies at all below Rs. 1 crore . The audit committee must also review long-term (more than one year) and recurring related party transactions annually.

Disclosure closes the loop. Regulation 23(9) requires half-yearly related party transaction disclosure in the format now specified as part of Integrated Filing (Financial) Annexure-25, with ratified RPT values shown in Table D. Non-compliance attracts Rs. 5,000 per day under Section VII-A, accruing until rectified.

Meridian Weaves Ltd (illustrative) is a main-board listed textile exporter, not in the top 250 by market capitalisation. Its last audited consolidated financial statements for FY 2025-26 show turnover of Rs. 1,800 crore and net worth of Rs. 900 crore. Consolidated profit or loss after tax was Rs. 120 crore in FY 2023-24, a loss of Rs. 40 crore in FY 2024-25 and Rs. 80 crore in FY 2025-26. At 07:10 on Friday 14 August 2026 a fire halts the dyeing unit at one of its three plants; the plant head calls the COO at 07:40. The CFO estimates the impact at about Rs. 22 crore. On Wednesday 26 August 2026 the board meets and approves the sale of the damaged division to a company controlled by the promoter family. </> } result= >

What must your board, committees and compliance officer look like?

Regulation 17(1) sets the board. It requires an optimum combination of executive and non-executive directors with at least one woman director and not less than fifty per cent non-executive directors . On independence: at least one-third independent directors where the chairperson is a non-executive director, and at least half where there is no regular non-executive chairperson, or where that chairperson is a promoter or is related to a promoter or to a person occupying a management position at the board level or one level below the board. The Explanation deems relationship widely. For a listed promoter entity, its non-independent directors, employees and nominees; for an unlisted promoter entity, its directors, employees and nominees. A founder-chaired exporter therefore lands on the half rule far more often than the one-third rule, which is a materially bigger independent bench than most promoter-run boards assume.

Two size-based additions: the top 1000 listed entities by market capitalisation must have at least one independent woman director , and the top 2000 must have not less than six directors . And Regulation 17(1A) bars the appointment or continuation of a non-executive director who has attained the age of seventy-five years unless a special resolution is passed, with the justification stated in the explanatory statement.

Regulation 18(1) sets the audit committee: a minimum of three directors , at least two-thirds independent , with all members financially literate (defined as the ability to read and understand a balance sheet, profit and loss account and cash flow statement) and at least one member having accounting or related financial management expertise. A promoter-run manufacturer typically satisfies the headcount and the independence ratio and then fails on the expertise limb, because the independent bench was recruited for industry standing rather than for accounting depth. That is exactly the gap inspections find.

Three further committees are mandatory: nomination and remuneration under Regulation 19(1) and 19(2), stakeholders relationship under Regulation 20(2) and 20(2A), and risk management under Regulation 21(2).

The compliance officer is a specific person, not a role someone also does. Under Regulation 6(1) the compliance officer must be a qualified company secretary in whole-time employment , not more than one level below the board , and designated as Key Managerial Personnel . Regulation 6(1A) requires any vacancy to be filled at the earliest and in any case not later than three months , and prohibits filling it by an interim appointment unless that appointment itself meets everything a fresh appointment would. There is no caretaker option.

Finally, the material subsidiary test in Regulation 16(1)(c): a subsidiary whose turnover or net worth exceeds ten percent of the consolidated turnover or net worth of the listed entity and its subsidiaries in the immediately preceding accounting year. An exporter with an overseas distribution arm, a warehousing entity or a job-work subsidiary should test this annually, because the answer drives secretarial audit by a Peer Reviewed Company Secretary for material unlisted Indian subsidiaries under Regulation 24A(1)(a), independent director placement obligations, and restrictions on disposing of the subsidiary.

Where does a mid-cap manufacturer's LODR burden differ from a financial firm's?

Start from the point most guidance gets wrong: LODR binds by listing status, not by sector. A textile exporter and a bank are subject to Regulations 30, 33, 23 and 17 in identical terms. There is no operating-company version of the materiality test and no manufacturer's exemption from quarterly results. The divergence is entirely in which annexures are live for you and which parallel rulebooks you can safely ignore.

First, whole chapters of SEBI's rulebook never touch you. The Stock Brokers, Merchant Bankers, Investment Advisers, Research Analysts, Portfolio Managers, Registrars to an Issue and Share Transfer Agents, Depositories and Participants, Alternative Investment Funds, Mutual Funds, REIT and InvIT regulations, and every master circular built on them, bind SEBI-registered intermediaries. A company secretary at an exporter reading SEBI's master circulars page should skip all of them. They are the bulk of what is on that page, and none of it is your obligation.

Second, whole sections inside the LODR master circular itself are dead letters for a manufacturer. And one is heavier for you than for a lender. Section V-C, on disclosure of divergence in asset classification and provisioning, is a banking section; you will never use it. Section VI-E, on disclosures regarding commodity risks, is the reverse. A metals, agri-commodity or chemicals exporter carries a real reporting burden there that a financial firm does not.

Third, the sustainability layer falls hardest on physical supply chains. Regulation 34(2)(f) requires a Business Responsibility and Sustainability Report from the top one thousand listed entities by market capitalisation. Assessment or assurance of the BRSR Core follows a glide path: top 150 for FY 2023-24, top 250 for FY 2024-25, top 500 for FY 2025-26 and top 1000 for FY 2026-27. ESG value chain disclosure covers top upstream and downstream partners individually comprising 2% or more of the listed entity's purchases and sales by value, with the option to limit disclosure to 75% of purchases and sales; it applies to the top 250 on a voluntary basis from FY 2025-26, with assessment or assurance voluntary from FY 2026-27. For an exporter with hundreds of job-work vendors and fabric suppliers this is a genuine data-collection project. A lender with a handful of large counterparties has no equivalent problem.

Fourth, the materiality arithmetic behaves differently. A manufacturer's thin margins relative to turnover mean the 5% profit limb of Regulation 30(4)(i)(c) usually binds far below what turnover would suggest. The worked example above lands at Rs. 4 crore against a turnover limb of Rs. 36 crore. And 'not in the normal course of business' under Para B(4) is a much harder judgement for a company whose entire business is winning and losing orders than for a firm whose contracts are financial instruments.

Fifth, the Regulation 15(1A) debt route has no financial-sector equivalent at comparable size. A mid-market manufacturer that has raised listed NCDs below Rs. 5,000 crore stays outside the corporate governance chapter entirely. No audit committee obligation under LODR, no Regulation 23 related party machinery, no Regulation 17 board composition test. No listed financial firm of similar size occupies that position, because it is inside its own prudential regime regardless.

What LODR does not cover, and where to go next: the SEBI (Prohibition of Insider Trading) Regulations, 2015 for trading windows, designated persons and the structured digital database (see our insider trading guide); the SEBI (Issue of Capital and Disclosure Requirements) Regulations 2018 with the Master Circular for Issue of Capital and Disclosure Requirements dated Feb 09, 2026 for raising equity (see our capital-raising guide); and the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 together with the SEBI (Delisting of Equity Shares) Regulations, 2021 for changes of control and exits (see our control-change guide). Buybacks sit under the SEBI (Buy-Back of Securities) Regulations, 2018 and employee share plans under the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 .

LODR compliance checklist for a listed operating company

Organised by rhythm rather than by regulation number, because that is how a compliance calendar is actually run.

Annual, on the day the audited consolidated financials are signed

• Recompute the Regulation 30(4)(i)(c) materiality figure (the lower of 2% of consolidated turnover, 2% of consolidated net worth and 5% of the three-year average of the absolute value of profit or loss after tax) and circulate it as one rupee number to plant heads, legal, treasury and business heads.
• Recompute the Schedule XII material RPT threshold from the new consolidated turnover, and the Regulation 23(1A) brand and royalty figure at 5% of consolidated turnover.
• Retest every subsidiary against the Regulation 16(1)(c) ten per cent material subsidiary test on both turnover and net worth.
• Retest paid-up equity capital and net worth against the Regulation 15(2)(a) floor (Rs. 10 crore and Rs. 25 crore, both limbs) remembering the three-consecutive-year ratchet in the second proviso.
• Check whether the company has entered the top 100, 250, 500, 1000 or 2000 by market capitalisation , which switches on rumour verification under Regulation 30(11), the independent woman director, the six-director minimum, BRSR and BRSR Core assurance, and the Regulation 44(5) five-month AGM.

Quarterly and annual filings

• Integrated Filing (Governance) within 30 days of the end of the quarter.
• Integrated Filing (Financial) within 45 days, and 60 days for the last quarter and the financial year.
• Regulation 31(1) shareholding pattern within 21 days of quarter end, and within 10 days of any capital restructuring changing more than 2% of total paid-up share capital.
• Regulation 29(1) prior intimation at least two working days before the results board meeting, excluding the date of intimation and the date of the meeting.
• Regulation 34 annual report on or before commencement of dispatch, with any revision within 48 hours of the AGM.
• Regulation 24A secretarial audit by a Peer Reviewed Company Secretary, plus the secretarial compliance report, covering material unlisted Indian subsidiaries.
• BRSR and, where the glide path has reached you, BRSR Core assessment or assurance.
• Annual audit committee review of long-term and recurring related party transactions , and review of the RPT policy at least once every three years under Regulation 23(1).

Event-driven standing readiness, and governance hygiene

• A named person authorised to file outside office hours. A 30-minute or 3-hour clock does not pause for a weekend or an approval chain.
• A written record of when each officer first learned of an event , given Annexure 19's 'ought to have reasonably come into possession' standard.
• A pre-agreed Para A / Para B classification sheet so the tier is settled before the incident, not during it.
• A joint trigger with the insider-trading trading-window process and the structured digital database.
• Compliance officer vacancy filled within three months with no interim workaround, under Regulation 6(1A).
• Committee composition rechecked on every director change. One resignation can break the Regulation 18(1) two-thirds independence ratio overnight.
• Regulation 46 website disclosures reviewed , noting the escalating advisory and the Rs. 10,000-per-instance fine after four warning letters in a financial year.

Next in this series: the insider trading guide for trading windows and the structured digital database; the capital-raising guide for public issues, rights issues, preferential allotments and QIPs; and the control-change guide for open offers, creeping acquisition limits, promoter reclassification and delisting.

Frequently asked questions

How many hours do we actually get to disclose a material event to the stock exchange. 12, 24 or 30 minutes?

All three, depending on how the event arose. Regulation 30(6) of the SEBI (LODR) Regulations, 2015, as set out in Annexure 18A of the Master Circular for compliance with the LODR Regulations dated January 30, 2026, fixes four outer limits: thirty minutes from the closure of the board meeting in which the decision was taken; three hours where that board meeting closes after normal trading hours but more than three hours before normal trading hours begin on the next trading day; twelve hours where the event or information emanates from within the listed entity; and twenty-four hours where it does not. The board-meeting rule overrides the Annexure 18A row: if the trigger is a board decision, the 30-minute or 3-hour clock applies even where the table shows 12 or 24 hours for that event. All four are outer limits only. The overriding standard in Regulation 30(6) is 'as soon as reasonably possible'. Late or non-disclosure attracts a per-day exchange fine under Section VII-A of the master circular, accruing until the non-compliance is rectified.

Our paid-up equity capital is under Rs. 10 crore. Do the LODR corporate governance regulations apply to us at all?

Only if your net worth is also within the limit, and only if you have never crossed it before. Regulation 15(2)(a) of the SEBI (LODR) Regulations, 2015 disapplies Regulations 17, 17A, 18, 19, 20, 21, 22, 23, 24, 24A, 25, 26, 26A and 27, clauses (b) to (i) and (t) of Regulation 46(2) and paras C, D and E of Schedule V where paid-up equity share capital does not exceed Rs. 10 crore AND net worth does not exceed Rs. 25 crore as on the last day of the previous financial year. Both limbs must be satisfied: a company with Rs. 6 crore of paid-up capital and Rs. 60 crore of net worth is fully inside the corporate governance chapter. An entity that crosses either threshold later gets six months to comply. And the second proviso is a ratchet. Once these provisions have become applicable they continue to apply until the equity share capital and the net worth both fall and remain below the threshold for three consecutive financial years. The rest of LODR, including Regulation 30 material-event disclosure and Regulation 33 financial results, applies regardless.

What is Integrated Filing, and did it replace our separate quarterly LODR filings?

Yes, for most of them. Integrated Filing was introduced in terms of Regulation 10(1A) by SEBI circular SEBI/HO/CFD/CFD-PoD-2/CIR/P/2024/185 dated December 31, 2024, applicable for filings from the quarter ending 31st December 2024, and is consolidated at Section VI-L of the Master Circular for compliance with the LODR Regulations dated January 30, 2026. It has two clocks. Integrated Filing (Governance) is due within 30 days from the end of the quarter and carries the Regulation 13(3) statement on redressal of investor grievances and the Regulation 27(2)(a) corporate governance compliance report. Integrated Filing (Financial) is due within 45 days from the end of each quarter other than the last, and 60 days from the end of the last quarter and the financial year, and carries the Regulation 23(9) related party transaction disclosure, the quarterly disclosure of outstanding defaults on loans and debt securities, the Regulation 32(1) statement of deviation and variation, and the Regulation 33(3) financial results. Three formerly event-based items now report quarterly inside Integrated Filing (Governance): acquisition of shares or voting rights in an unlisted company aggregating to 5% or a subsequent change exceeding 2%, fines and penalties below the Para A(20) thresholds, and updates on ongoing tax litigation. The shareholding pattern under Regulation 31(1), the annual report under Regulation 34, the secretarial audit and secretarial compliance report under Regulation 24A and the Regulation 29(1) prior intimation all stayed outside. Any compliance calendar drafted before 2025 will list filings that no longer exist as separate events.

Do we need shareholder approval for a supply contract with a company owned by our promoter's family?

Prior audit committee approval is required whatever the size; shareholder approval only if the transaction is material. Under Regulation 23(2) of the SEBI (LODR) Regulations, 2015 every related party transaction and every subsequent material modification needs prior approval of the audit committee, and only those audit committee members who are independent directors may approve it. Arm's-length pricing does not remove that gate. Materiality is now set by the Schedule XII slab table with effect from December 19, 2025: for a listed entity with annual consolidated turnover up to Rs. 20,000 crore the threshold is 10% of annual consolidated turnover, so a company with Rs. 1,800 crore of consolidated turnover needs shareholder approval only above Rs. 180 crore. For an entity listed on the SME Exchange the threshold from April 01, 2025 is Rs. 50 crore or 10% of annual consolidated turnover, whichever is lower. Payments to a related party for brand usage or royalty are material at 5% of annual consolidated turnover under Regulation 23(1A). Whatever the size, the transaction is disclosed half-yearly under Regulation 23(9) inside Integrated Filing (Financial).

We have listed NCDs but our equity is unlisted. Do we have to comply with the equity LODR corporate governance chapter?

Not unless your outstanding listed non-convertible debt securities are Rupees Five Thousand Crore and above. Regulation 15(1A) of the SEBI (LODR) Regulations, 2015 applies Regulations 16 to 27 (the corporate governance chapter) to a debt-listed entity only at that threshold, which was substituted from 'Rupees One Thousand Crore' with effect from January 22, 2026, and that figure had itself replaced 'Rupees Five Hundred Crore' with effect from March 28, 2025. An entity crossing the threshold during a financial year has six months to comply. Below it, a debt-only listed operating company sits in Chapter V of LODR, from Regulation 49 onwards, and files quarterly standalone financial results within forty-five days of the end of each quarter other than the last under Regulation 52(1). Its operational companion is the Master Circular for listing obligations and disclosure requirements for Non-convertible Securities, Securitized Debt Instruments and/ or Commercial Paper dated Jul 11, 2025, not the equity LODR master circular dated Jan 30, 2026.

Update history

• 2026-08-14 First published.