SEBI Amends LODR Regulations, 2015; Raises Threshold for ‘High-Value Debt Listed Entities’ to Rs 1,000 Crore

Notification No. F. No. SEBI/LAD-NRO/GN/2025/239; Dated: 27.03.2025

The Securities and Exchange Board of India has introduced significant amendments to the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. These changes aim to strengthen corporate governance, enhance transparency, and enforce stricter compliance norms, with a special focus on High-value debt-listed entities (HVDLEs).

Further, the SEBI has significantly expanded the compliance framework for SME-listed entities by making Regulation 23 of the LODR Regulations, which governs “Related Party Transactions,” applicable to them. Regulation 23 shall apply to a listed entity that has listed its specified securities on the SME Exchange and has either a paid-up equity share capital exceeding Rs 10 crore or a net worth exceeding Rs 25 crore, as on the last day of the previous financial year. Once an SME entity crosses either of these thresholds, it is required to adhere to RPT compliance norms within six months.

Further, SEBI has also introduced stricter governance rules for High-Value Debt Listed Entities (HVDLEs). A High-Value Debt Listed Entity (HVDLE) refers to a listed entity that has only non-convertible debt securities listed with an outstanding value of Rs 1000 Crore and above and does not have any listed specified securities.

If the value of outstanding listed non-convertible debt securities equals or exceeds Rs. 1,000 crore during a financial year, the entity must comply with the provisions within six months from the trigger date. Additionally, disclosures regarding such compliance may be included in the corporate governance compliance report. This move aims to enhance governance and transparency for HVDLEs.

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