SEBI LODR Regulations, 2015
The rulebook a company lives under once it lists: board, committees, related parties and disclosure deadlines.
SEBI LODR is short for the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Once a company lists its shares, LODR is the rulebook it lives under: who sits on its board, which committees it must have, what it must tell the stock exchange and how fast, and how it handles deals with its own related parties.
A merchant banker meets LODR at every stage after an IPO. Due diligence for a rights issue, a buyback or a preferential issue starts with the question: is this listed company compliant? That is why Series IX candidates need the main numbers.
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The board and its committees
As amended up to July 14, 2026.
Board mix
What it requires
At least one woman director, and at least half the board non-executive directors. The top 1,000 listed entities need at least one independent woman director.
Regulation
17(1)(a)
Independent directors
What it requires
At least one-third of the board if the chairperson is non-executive. At least half if there is no regular non-executive chairperson, or if the non-executive chairperson is a promoter or related to one.
Regulation
17(1)(b)
Audit committee
What it requires
At least three directors, at least two-thirds of them independent.
Regulation
18(1)
Related party approvals
What it requires
Every related party transaction needs prior approval of the audit committee. Material ones also need prior shareholder approval.
Regulation
23(2) and 23(4)
| Rule | What it requires | Regulation |
|---|---|---|
| Board mix | At least one woman director, and at least half the board non-executive directors. The top 1,000 listed entities need at least one independent woman director. | 17(1)(a) |
| Independent directors | At least one-third of the board if the chairperson is non-executive. At least half if there is no regular non-executive chairperson, or if the non-executive chairperson is a promoter or related to one. | 17(1)(b) |
| Audit committee | At least three directors, at least two-thirds of them independent. | 18(1) |
| Related party approvals | Every related party transaction needs prior approval of the audit committee. Material ones also need prior shareholder approval. | 23(2) and 23(4) |
The threshold in rupees
Worked from Schedule XII, using the last audited annual consolidated turnover.
₹8,000 crore
Working
10% of ₹8,000 crore
Material above
₹800 crore
₹30,000 crore
Working
₹2,000 crore + 5% of ₹10,000 crore
Material above
₹2,500 crore
₹50,000 crore
Working
₹3,000 crore + 2.5% of ₹10,000 crore
Material above
₹3,250 crore
₹1,50,000 crore
Working
₹3,000 crore + 2.5% of ₹1,10,000 crore = ₹5,750 crore, capped
Material above
₹5,000 crore
| Consolidated turnover | Working | Material above |
|---|---|---|
| ₹8,000 crore | 10% of ₹8,000 crore | ₹800 crore |
| ₹30,000 crore | ₹2,000 crore + 5% of ₹10,000 crore | ₹2,500 crore |
| ₹50,000 crore | ₹3,000 crore + 2.5% of ₹10,000 crore | ₹3,250 crore |
| ₹1,50,000 crore | ₹3,000 crore + 2.5% of ₹1,10,000 crore = ₹5,750 crore, capped | ₹5,000 crore |
Free account, this exam preselected.
Disclosure clocks
Material event decided at a board meeting
Deadline
Within 30 minutes of the meeting closing (3 hours if it closes after market hours but more than 3 hours before the next session opens)
Regulation
30(6)(i)
Material event arising within the company
Deadline
Within 12 hours
Regulation
30(6)(ii)
Material event arising outside the company
Deadline
Within 24 hours
Regulation
30(6)(iii)
Shareholding pattern
Deadline
Every quarter, within 21 days of quarter end
Regulation
31(1)(b)
Quarterly financial results
Deadline
Within 45 days of quarter end (not the last quarter)
Regulation
33(3)(a)
Annual audited results
Deadline
Within 60 days of the financial year end
Regulation
33(3)(d)
| What | Deadline | Regulation |
|---|---|---|
| Material event decided at a board meeting | Within 30 minutes of the meeting closing (3 hours if it closes after market hours but more than 3 hours before the next session opens) | 30(6)(i) |
| Material event arising within the company | Within 12 hours | 30(6)(ii) |
| Material event arising outside the company | Within 24 hours | 30(6)(iii) |
| Shareholding pattern | Every quarter, within 21 days of quarter end | 31(1)(b) |
| Quarterly financial results | Within 45 days of quarter end (not the last quarter) | 33(3)(a) |
| Annual audited results | Within 60 days of the financial year end | 33(3)(d) |
Other obligations worth knowing
- check_circlePromoter and promoter group shareholding must be 100% in dematerialised form, on a continuous basis (Regulation 31(2)).
- check_circleThe company must maintain minimum public shareholding as required by the securities contracts rules (Regulation 38). A buyback that would breach it is not allowed under the Buy-back Regulations.
- check_circleRecord dates for corporate actions such as dividends, bonus and rights issues are intimated to the stock exchange under Regulation 42.
- check_circleThe company must keep a functional website carrying the information LODR lists (Regulation 46).
How Series IX tests this
LODR questions in Series IX are short fact checks: the proportion of independent directors under a given chairperson, the audit committee's composition, or a disclosure deadline. Learn the board table and the disclosure clocks as pairs.
The usual trap is the independent director rule. 'One-third' applies only with a regular non-executive chairperson who is not a promoter or related to one. Swap any one of those facts and the answer becomes 'at least half'. A second trap is the old related party threshold of ₹1,000 crore or 10% of turnover, which Schedule XII replaced in December 2025.
FAQs
What is SEBI LODR?expand_more
The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015: the continuing rules a listed company must follow on board composition, committees, related party transactions and disclosures to the stock exchange.
What is Regulation 30 of SEBI LODR?expand_more
It requires a listed company to disclose material events and information to the stock exchange: within 30 minutes of a board meeting that decides it, within 12 hours if the event arises inside the company, and within 24 hours otherwise.
What is Regulation 23 of SEBI LODR?expand_more
The related party transactions rule. Every such transaction needs prior audit committee approval, and material ones, as defined by the turnover-based thresholds in Schedule XII, need prior shareholder approval with related parties barred from voting.
How many independent directors does a listed company need?expand_more
At least one-third of the board where the chairperson is a regular non-executive director who is not a promoter or related to one. Otherwise, at least half.
When must a listed company publish quarterly results?expand_more
Within 45 days of the end of each quarter other than the last. Annual audited results are due within 60 days of the end of the financial year.
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