Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2026

Notification / Circular No. : SEBI/NRO-GN/2026/295 dated January 20, 2026

Applicable Act / Rule : Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)Regulations,2016

Applicable Section / Rule : Regulations 15, 39, 40, 61A, 62C, 62D, 62E, 62F, 62G, 62H, 62I, 62J, 62K, 62L, 62M, 62N, 62O, 62P (as amended)

Effective Date : January 22, 2026

SEBI has published SEBI (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2026 in the Official Gazette on January 22, 2026 to further amend the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015. The amendments are effective from the date of publication in Official Gazette viz. January 22, 2026.

Key Highlights – SEBI LODR (Amendment) Regulations, 2026

  1. HVDLE Threshold Increased
    The threshold for classification as a High Value Debt Listed Entity (HVDLE) has been increased from ₹1,000 crore to ₹5,000 crore of outstanding listed non-convertible debt securities, substantially reducing the number of entities covered.
  1. Automatic Exit from HVDLE Regime
    Entities that cease to meet the revised ₹5,000 crore threshold will no longer be required to comply with HVDLE-specific corporate governance provisions.
  2. 30-Day Timeline for Investor Service Requests
    Listed entities must now credit securities in dematerialised form within 30 days of receipt of subdivision, split, consolidation, renewal, exchange, or duplicate issuance requests.
  3. Mandatory Dematerialisation for Transfers
    Transfer requests will not be processed unless securities are held in dematerialised form, and all transmission or transposition must also be completed only in demat mode. Provided that nothing shall prevent the registration of transfer of securities executed before April 01, 2019 and still held in physical form subject to such conditions as may be specified by the Board
  4. For entities which have listed their NCS -Unclaimed Amounts to IEPF / SEBI IPF
    Unclaimed and unpaid amounts lying in escrow accounts for entities which have listed their NCS must be transferred to IEPF as per Section 125 of the Companies Act, 2013 or to SEBI Investor Protection and Education Fund (for non-company listed entities) after 7 years from maturity, with no interest payable.
  5. Corporate Governance Applicability Based on Notification Date
    Determination of HVDLE status will now be based on outstanding listed debt as on the date of notification of SEBI (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2025 w.e.f 28.03.2025 instead of March 31, 2025
  6. Rationalisation of Board & Committee Timelines for HVDLE
    Several governance requirements (board meetings, committee meetings, approvals) are aligned explicitly on a financial-year basis to remove ambiguity for HVDLE.
  7. Secretarial Audit Alignment
    Secretarial audit requirements for HVDLEs are aligned with Regulation 24A, removing duplicative reporting obligations.

Besides the above, many amendments pertain to HVDLEs which can be accessed through the link attached.

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