Who SEBI LODR Applies To: Chapters, Securities and Thresholds

Who SEBI LODR Applies explained: this guide covers what it means, who it applies to, the step-by-step process, documents required, fees, due dates and penalties in India — so you can stay compliant with confidence and avoid costly mistakes.

The commonest mistake with the Listing Regulations is treating them as a single rulebook that applies to every listed company in the same way.

They are not. LODR is chapter-structured, and which chapters bind a particular entity depends on what it has listed — and, for the governance chapter, on how big it is.

An entity with only listed debentures does not follow the same regulations as one with listed equity. A company below two size thresholds is exempt from most of the corporate governance chapter altogether. Getting this mapping wrong produces both kinds of error: filing things you never had to file, and missing things you did.

LODR applies to a listed entity that has listed designated securities. Chapter III (Regulations 5–14) binds everyone. Chapter IV (Regulations 15–47) applies to listed specified securities — equity and convertibles. Chapter V covers listed non-convertible securities, and Chapter VA the high value debt listed entities among them. Under Regulation 15(2), an entity below ₹10 crore paid-up equity capital and ₹25 crore net worth — and an entity listed on the SME Exchange — is outside most of the corporate governance provisions.

Listed entity, designated securities

Two definitions do the work.

A listed entity is an entity that has listed designated securities on a recognised stock exchange. Note what the definition does not say: it does not say "company". A body that is not a company under the Companies Act — a trust running a mutual fund scheme, for instance — is still a listed entity for LODR purposes if it has listed designated securities.

Designated securities is the wider bucket: specified securities, non-convertible debt securities, non-convertible redeemable preference shares, perpetual debt instruments, perpetual non-cumulative preference shares, Indian depository receipts, securitised debt instruments, security receipts, units issued by mutual funds, and anything else SEBI specifies.

Specified securities is the narrower one that matters most in practice: equity shares and convertible securities. Chapter IV — the corporate governance and continuous disclosure chapter that most compliance work lives in — is keyed to specified securities.

The chapter map

An entity is not confined to one row. A company with listed equity and listed debentures picks up Chapter IV and Chapter V, with Regulation 63 resolving the overlap so the same thing is not filed twice under two chapters.

What binds everybody: Chapter III

Regulations 5 to 14 are the floor. Whatever you have listed, these apply:

• Regulation 6 — appoint a qualified company secretary as compliance officer. Not optional, and not a role that can sit with someone who is not a company secretary.
• Regulation 7 — appoint a share transfer agent, or register as one and maintain the facility in-house.
• Regulation 8 — cooperate with intermediaries: registrars, debenture trustees, credit rating agencies.
• Regulation 9 — a policy on preservation of documents, splitting them into permanent records and records preserved for at least eight years.
• Regulation 10 — file everything on the exchange's electronic platform.
• Regulation 11 — any scheme of arrangement must not violate securities laws or the listing conditions.
• Regulation 12 — pay dividend, interest and redemption amounts electronically, with a fallback to physical instruments only where the electronic route fails or bank details are unavailable.
• Regulation 13 — investor grievance redressal, with a quarterly statement to the exchange. SEBI SCORES →

None of this depends on size, and none of it depends on which securities are listed.

The Regulation 15(2) exemption

This is the provision most often missed, in both directions.

The corporate governance provisions in Chapter IV — broadly Regulations 17 to 27, parts of Regulation 46(2), and paragraphs C, D and E of Schedule V — do not apply to:

• a listed entity whose paid-up equity share capital does not exceed ₹10 crore and whose net worth does not exceed ₹25 crore, as on the last day of the previous financial year; and
• a listed entity that has listed its specified securities on the SME Exchange.

Three things to hold on to:

Both limbs of the first test must be satisfied. It is capital and net worth, not either. An entity with ₹8 crore paid-up capital and ₹40 crore net worth is not exempt.

The test is at a date, not continuous. It is measured as on the last day of the previous financial year, so a mid-year change does not turn the exemption on or off in that year.

Crossing the threshold starts a clock, and falling back below does not stop it. Where the provisions become applicable at a later date, the entity gets a six-month runway from that trigger to comply. And once they apply, they continue to apply even if the entity later slips back under the limits. The exemption is one you can lose permanently, which is why an entity approaching either number should be building the committee structure before it has to.

Corporate governance under LODR →

High value debt listed entities

A company with no listed equity at all used to sit almost entirely outside the governance architecture, however large its listed debt.

That gap is now closed. Entities with listed non-convertible debt securities above a specified outstanding value — ₹1,000 crore — are high value debt listed entities, governed by their own chapter, which imports a corporate governance regime broadly modelled on the equity one: board composition, committees, related party controls and the corresponding disclosures.

If your company has large listed debt and no listed equity, the question "does corporate governance apply to us" now has a real answer, and it is usually yes. Chapter V and debt-listed obligations →

Where the principles bite

Regulation 4 sets out the principles — timely and accurate disclosure, equitable treatment of shareholders, protection of stakeholder rights, board accountability — and it is easy to skim past as preamble.

It is not preamble. The principles are there to fill gaps: where a specific requirement is absent or ambiguous, the principles guide what a listed entity should do. In practice this is the answer to "the Regulation does not say anything about this situation" — the principles say the entity still has to act consistently with them.

Where a principle and a specific regulation genuinely conflict, the specific regulation prevails. But an entity relying on silence rather than conflict is on much weaker ground.

Key takeaways

• LODR is chapter-structured. Identify your securities first, then your chapters.
• "Listed entity" is not "company." A non-company with listed designated securities is covered.
• Chapter III binds everyone, regardless of size or security class.
• Chapter IV is keyed to specified securities — equity and convertibles.
• Regulation 15(2) needs both limbs — ₹10 crore capital and ₹25 crore net worth.
• Once governance applies it keeps applying, even if you shrink back below the thresholds.
• Large listed debt now carries governance obligations through the HVDLE chapter.

Read next

• SEBI LODR: The Corporate Governance Requirements, Mapped
• Regulation 17: Board of Directors of a Listed Entity
• Regulation 30: Disclosing Material Events and Information
• SEBI Compliance Calendar for Listed Companies

Disclaimer: Positions stated as on 5 September 2026. The Listing Regulations are amended frequently and several thresholds here are phased by market capitalisation rank — verify the current text on sebi.gov.in before relying on any of this.