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SEBI by way of notification dated 20.01.2026, has notified the SEBI (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 20265 ("LODR Amendment Regulations"), to further amend the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("LODR Regulations").
The key amendments introduced by the LODR Amendment Regulations are as follows:
(a) Increased Threshold for High Value Debt Listed Entities ("HVDLE")
SEBI has revised the threshold for classification as a HVDLE from INR 1,000 Crores to INR 5,000 Crores of outstanding non-convertible debt securities. This change applies to initial determination of HVDLE status and ongoing compliance requirements.
(b) Issuance of Securities - Shift to Dematerialized Form Only
The listed entities are required to effect credit of securities (rather than issuance of letters of confirmation, receipts, or advice) pursuant to investor service requests in dematerialized form only, within a period of 30 days from the date of receipt of such request along with relevant documents. This represents a shift from the earlier provision which allowed issuance of letters of confirmation/receipts/advice, to now requiring mandatory credit of securities in dematerialized form.
(c) Transfer and Transmission of Securities
The transfer requests for securities will not be processed unless such securities are held in dematerialized form with a depository. Transmission or transposition of securities (whether in physical or dematerialized form) shall be effected only in dematerialized form. However, transfers executed before 01.04.2019 and still held in physical form may be registered subject to conditions specified by SEBI.
(d) Corporate Governance Requirements for HVDLEs
(i) Exemptions from Shareholder Approval: The shareholder approval requirement shall not apply to directors nominated by financial sector regulators, Courts or Tribunals, or debenture trustees registered with SEBI under subscription agreements.
(ii) Board and Committee Meeting Frequency: SEBI has clarified that the minimum meeting frequency requirements are to be calculated on a "financial year" basis (i.e., April to March) rather than a calendar year basis.
(e) HVDLE Related Party Transactions
HVDLEs are now required to comply with the general provisions of Regulation 23 for related party transactions, except Regulation 23(8) and (9).
(f) Material Subsidiaries of HVDLEs
The definition of material subsidiary has been updated to use "turnover or net worth" instead of "income or net worth" for determining materiality thresholds. Further, sale, disposal, or lease of assets between two wholly-owned subsidiaries of an HVDLE is now exempt from the material subsidiary provisions.
The LODR Amendment Regulations came into force on the date of their publication in the Official Gazette, i.e., 20.01.2026.
The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.
