The Securities and Exchange Board of India (“SEBI”) has introduced amendment in Listing Obligation and Disclosure Requirements, Regulations, 2015 through SEBI (LODR) (Amendment) Regulations, 2025. New provisions inserted for the listed entities which has listed its Non-convertible debt securities. The Amendments are effective from March 25, 2025.

Key highlights of the Amendments are as follows:

• Under Regulation 3, Listed entities to disclose the Business Responsibility and Sustainability Report (BRSR) and/or assessment or assurance of the specified parameters as per the BRSR Core in the Annual Report.
• Listed entities who have listed their non-convertible debt securities and has an outstanding value of listed non-convertible debt securities of Rs 1000 Crore (instead of Rs 500 Crore) and above shall comply with the provision of Regulation 16 to 27 of the LODR Regulations, 2015. However, if the value of the outstanding listed non-convertible debt securities becomes equal to or greater than the Rs 1000 Crore during the course of the year, a high value debt listed entity shall ensure compliance with the provisions within 6 months from the date of such trigger, and the disclosures of such compliance may be made in the corporate governance compliance report on and from the third quarter following the date of the trigger.
• Listed entities which has listed its specified securities on the SME Exchange, and which has either paid up equity share capital exceeding Rs 10 crore or net worth exceeding Rs 25 crore, as on the last day of the previous financial year, shall comply with the provisions of Related Party Transactions as specified under Regulation 23 w.e.f. 01.04.2025.
• The count for maximum number of directorships shall be cumulative of those whose equity shares are listed on a stock exchange and ‘high value debt listed entities instead of only those whose equity shares are listed on a stock exchange.
• Under Regulation 23(1), new provision inserted wherein transaction entered by a listed entity which has listed its specified securities on the SME Exchange shall be considered material, if the transaction(s) to be entered into individually or taken together with previous transactions during a financial year, exceeds Rs 50 crore or 10% of the annual consolidated turnover of the listed entity as per the last audited financial statements of the listed entity, whichever is lower.”
• Insertion of new Chapter VA:

Introduction of new chapter on “Corporate Governance Norms For A Listed Entity Which Has Listed Its Non-Convertible Debt Securities” for the listed entities which only has listed non-convertible debt, with an outstanding value of Rs 1000 Crore and above and does not have any listed specified securities as on 31.03.2025, to be called as High Value Debt Listed Entity (HVDLE). The key provisions covered in the chapter are specified below:

1. Composition of Board of Directors.
2. Maximum number of directorships.
3. Constitution of committees such as Audit Committee, Nomination and remuneration committee, Stakeholders Relationship Committee, Risk Management Committee.
4. Formulation of Vigil Mechanism.
5. Policy on Related Party Transactions (RPTs), disclosure on RPTs etc.
6. Corporate Governance requirements w.r.t unlisted material subsidiary of HVDLE.
7. Secretarial Audit and Secretarial Compliance Report.
8. Obligations w.r.t Independent Directors.
9. Filling up of vacancy in case of Key Managerial Personnel.
10. Other Corporate Governance (CG) requirements including but not limited to submission of periodic compliance report on CG, providing BRSR on the environmental, social and governance disclosures.

Source: Securities and Exchange Board of India

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