SEBI has vide Notification No: F. No. SEBI/LAD-NRO/GN/2025/239 dated 27th March, 2025 issued an amendment to LODR Regulations, 2015. key takeaways of which are as follows:

1) Applicability of Regulations 15 to 27: Besides Listed companies which had listed its specified securities on any recognised stock exchange(s) either on the main board or on SME Exchange or on Innovators Growth Platform, the provisions of Regulation 15 to 27 were to apply to a listed entity which has listed its non-convertible debt securities and has an outstanding value of listed non-convertible debt securities of Rupees Five Hundred Crore and above. This limit has been increased to Rs. 1000 crore and above. Such companies shall ensure compliance with these provisions within six 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.

2) Applicability of Related Party Transactions for certain SMEs:  With effect from April 01, 2025, the provisions of regulation 23 (Related Party Transactions) shall be applicable in respect of a listed entity which has listed its specified securities on the SME Exchange and which has either paid up equity share capital exceeding Rupees ten crore or net worth exceeding Rupees twenty-five crore, as on the last day of the previous financial year. Where the provisions become applicable to a listed entity which has listed its specified securities on the SME Exchange, they shall continue to remain applicable till such time the equity share capital and the net-worth of such entity reduces and remains below the specified threshold for a period of three consecutive financial years.”

3) Companies to be included for counting maximum no. of Directorships in Listed Companies: For counting the total number of Directorships in Listed entities, previously only those entities were considered whose equity shares are listed on a stock exchange but now  the count  shall be cumulative of those whose equity shares are listed on a stock exchange and ‘high value debt listed entities’

4) Membership of HVDLE Committees to be considered: While computing the limit upto which a Director can be a member in Committee, the membership in committees of HVDLE entities shall be considered.

5) Amendment IN BRSR Disclosures

6) Insertion of new Chapter VA – Corporate Governance norms for a Listed Entity which has listed its Non-Convertible Debt Securities. New Regulations inserted from Regulation 62B to 62Q. The provisions of this chapter shall apply to a listed entity which only has non-convertible debt securities listed, with an outstanding value of Rupees One Thousand Crore and above and does not have any listed specified securities.

The provisions shall come into force with effect from the date of publication in Official Gazette , viz. March 28, 2025