Background:
SEBI has issued the third amendment to the LODR Regulations, 2015 to strengthen disclosure requirements, ensure dematerialisation of securities in specific cases, and regulate reporting by not-for-profit organisations listed on the Social Stock Exchange.

1. Amendment in Regulation 39:
After sub-regulation (2), the following new sub-regulation is inserted:
“(2A) The listed entity shall issue securities pursuant to any Scheme of Arrangement or any subdivision, split or consolidation of securities only in the dematerialised form:
Provided that the listed entity shall open a separate demat account for such securities of investors not having a demat account.”.

2. Amendment in Regulation 91C:
Sub-regulation (1) is substituted with:
“91C. (1) A Not for Profit Organization registered on the Social Stock Exchange(s), including a Not for Profit Organization whose designated securities are listed on the Social Stock Exchange(s), shall be required to make annual disclosures to the Social Stock Exchange(s) on –
(i) financial aspects, as may be specified by the Board, by October 31st of each year or before the due date of filing of income tax return as prescribed under the provisions of the Income-tax Act, 1961, whichever is later, or within such other period as may be specified by the Board; and
(ii) non-financial aspects, as may be specified by the Board, within a period of 60 days from the end of the financial year or within such other period as may be specified by the Board.”.

3. Amendment in Regulation 91E:
A. In sub-regulation (2):

1. The word “Firm” shall be substituted with the word “Organization”;
2. The symbol “.” appearing after the words and symbols “Social Impact Assessor(s)” shall be substituted with the symbols and words “for listed project(s) and shall be self-certified for non-listed project(s):”;
3. After sub-regulation (2), the following proviso shall be inserted, namely:
   “Provided that the annual impact report shall cover atleast 67% of the program expenditure in the previous financial year.”.

1. After sub-regulation (2), the following new sub-regulation shall be inserted, namely:
   “(2A) A Social Enterprise which is only registered on a Social Stock Exchange without raising funds shall submit a self-certified annual impact report:
   Provided that a Not for Profit Organization that is registered on a Social Stock Exchange shall be permitted not to raise funds through it for a maximum period of two years from the date of registration or such duration as may be specified by the Board:
   Provided further that upon expiry of the period of two years from the date of registration, the Not for Profit Organization shall have at least one listed project failing which it shall cease to be registered.”.

4. Amendment in Schedule VII:
In clause B:
A. In sub-clause (1), the proviso shall be omitted; and
B. In sub-clause (2), the proviso shall be omitted.

Information by BSE:
BSE has issued Circular No. 20250911-86 dated September 11, 2025, to all listed companies informing them about SEBI’s amendment. The circular attaches the SEBI notification and requests companies to take note of the changes and comply with the updated requirements.