Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015

What it does

The Regulations bring into one instrument the obligations of a listed entity to the stock exchanges and to its security holders. They cover periodic disclosure of results and shareholding, the disclosure of events and information as they happen, the composition and working of the board and its committees, the treatment of related party transactions, and the entity's dealings with its shareholders. They are made by the Securities and Exchange Board of India under the Securities and Exchange Board of India Act, 1992 and the Securities Contracts (Regulation) Act, 1956. They were notified in 2015 and have been amended many times since.

The disclosure of events is in regulation 30 and Schedule III. Schedule III divides events into those in Para A, which are deemed material and are disclosed when they occur, and those in Para B, which are disclosed only where the entity's own test of materiality is met. Regulation 23 deals with related party transactions, and Schedule XII fixes the threshold above which such a transaction needs the prior approval of shareholders.

Who it binds

A listed entity, meaning a company with securities listed on a recognised stock exchange, and its directors, promoters and key managerial personnel in the ways the Regulations provide. Regulation 15(2) keeps the corporate governance provisions in regulations 17 to 27 switched off for an entity listed on an SME platform, and regulation 33(5) reads every reference to a quarter as a half year, so results are half yearly. The related party provisions are the exception, as the next section shows.

What has changed, and when

Several amendments bear on this site's notes. An amendment of 2023 split the single outer limit of 24 hours for disclosing a material event into three. For an event emanating from within the entity, the limit became twelve hours. For an event not emanating from within it stayed at 24 hours. For a decision taken at a board meeting, a limit of thirty minutes from the close of the meeting was written in. The 2023 amendment also moved events from Para B into Para A of Schedule III, which took the judgement away. An amendment of 2024 changed the starting point of the rumour clock to the time the price moves, and no longer the time a newspaper prints the story.

An amendment of 28 March 2025, F. No. SEBI/LAD-NRO/GN/2025/239, applied regulation 23 from 1 April 2025 to an SME listed entity whose paid-up equity capital exceeds INR 10 crore or whose net worth exceeds INR 25 crore, with materiality at INR 50 crore or ten per cent of annual turnover, whichever is lower. The Fifth Amendment Regulations of 2025 brought in Schedule XII from 19 December 2025. A related party transaction is now material only above a threshold that rises with annual consolidated turnover, at ten per cent of turnover up to INR 20,000 crore and then on a sliding scale to a ceiling of INR 5,000 crore. The fixed ceiling it replaced was INR 1,000 crore, so the change reaches only entities with turnover above INR 10,000 crore.

What turns on it in practice

The capital markets practice area advises on listing compliance and continuing obligations. The site's note on regulation 30 says that the Regulations are to be read as a set of clocks and not as a list of events, and that the starting point of each clock, not its length, is where the risk lies. The thirty minute clock starts when the board meeting closes. The twelve hour clock turns on whether the entity is the source of the event, which is not always an easy question. A statement by a director, a promoter or a member of key managerial personnel in the media about a material event is itself disclosable.

For a company preparing a listing on an SME platform, the note on the operating profit gate explains what switches on the day of listing: little of the governance provisions, but the related party rule if the capital or net worth test is met. A promoter-entity job work arrangement can exceed the threshold of a small company in a single year.

The entity should hold a calendar of the clocks, a protocol that names who decides whether an event is disclosable and when, and a register of related party transactions tested against the threshold in force at the date of each transaction.