SEBI Revises LODR Norms: Corporate Governance Mandates For High-Value Debt Securities

On March 27, 2025, the Securities and Exchange Board of India (SEBI) notified the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2025, amending the 2015 regulations.

These regulations will take effect from April 1, 2025, along with disclosure requirements for related party transactions and compliance reports.

SEBI introduced Corporate Governance norms for listed entities with non-convertible debt securities valued at Rs 1,000 crore or more. The new Chapter V-A in the LODR Regulations applies to entities without listed specified securities. Compliance will continue until the outstanding debt falls below the threshold for three consecutive financial years. Key provisions include board composition requirements, restrictions on directorships, the formation of audit, nomination, and risk management committees, and policies on related party transactions. The regulations also cover Corporate Governance norms for unlisted subsidiaries and mandatory secretarial audits.