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Every SEBI LODR Amendment of 2026 and Its Compliance Date

LexComplyLexComplyOct 16, 202610 min read
sebi lodr amendment 2026 sebi lodr amendment lodr 2026 changes sebi lodr second amendment regulations 2026 sebi lodr amendment january 2026 sebi lodr amendment july 2026 lodr corrigendum 2026

TL;DR

  • SEBI notified two amendments to the LODR Regulations in 2026. The (Amendment) Regulations, 2026 carry notification number SEBI/NRO-GN/2026/295 and are recorded by SEBI as effective from 22 January 2026. The (Second Amendment) Regulations, 2026 carry notification number SEBI/LAD-NRO/GN/2026/312 and are recorded by SEBI as effective from 14 July 2026. A corrigendum recorded by SEBI on 12 March 2026 corrected the January notification without creating a separate compliance date.

Last updated: 16 October 2026

Quick Answer: SEBI notified two amendments to the LODR Regulations in 2026, effective 22 January 2026 and 14 July 2026. A corrigendum recorded by SEBI on 12 March 2026 corrected the January notification and created no separate compliance date. The January amendment raised the high value debt listed entity threshold to ₹5,000 crore.

The Securities and Exchange Board of India (SEBI) amends the Listing Obligations and Disclosure Requirements (LODR) Regulations in India through dated gazette notifications, not through a single annual update. Two amendment notifications carry a 2026 title, and each comes into force on the date of its own publication in the Official Gazette. The tracker below records each 2026 instrument with its notification number, the regulations it touched and the date from which compliance is mandatory.

Which SEBI LODR Amendments Were Notified in 2026?

Three LODR instruments carry a 2026 date on the SEBI legal register: the (Amendment) Regulations, a corrigendum to those regulations, and the (Second Amendment) Regulations.

Notification Notification number Date Regulations touched Mandatory from Who it applies to
SEBI (LODR) (Amendment) Regulations, 2026 SEBI/NRO-GN/2026/295 Signed 20 January 2026; recorded by SEBI as 22 January 2026 15, 39, 40, 61A, 62C, 62D, 62F to 62I, 62K to 62Q Date of publication in the Official Gazette, which SEBI records as 22 January 2026 High value debt listed entities for the regulation 62 series; all listed entities for regulations 39 and 40; issuers of listed non-convertible securities for regulation 61A
Corrigendum to the SEBI (LODR) (Amendment) Regulations, 2026 SEBI/LAD-NRO/GN/2026/297 Signed at Mumbai 10 March 2026; gazette issue No. 171 of 11 March 2026; recorded by SEBI as 12 March 2026 Corrects the text of the January notification, including regulation 39(2) No separate date; it reads back into the January amendment The same entities as the January amendment
SEBI (LODR) (Second Amendment) Regulations, 2026 SEBI/LAD-NRO/GN/2026/312 Signed at Mumbai 10 July 2026; recorded by SEBI as 14 July 2026 40(7), 61(4) and Schedule VII clause C 14 July 2026, the date SEBI records for the amendment All listed entities handling transfer and transmission of securities

Why Does Each Instrument Carry More Than One Date?

Each notification is signed at Mumbai on one date and entered on SEBI's legal register on another, and it is the register date that the consolidated text is published against. Take the register date as the operative compliance date and keep the signing date separate in your records.

The January amendment is signed at Mumbai on 20 January 2026, and the gazette issue is numbered 52 of 20 January 2026, while SEBI's own register records the amendment as 22 January 2026. The Second Amendment is signed at Mumbai on 10 July 2026 and carries gazette issue No. 447 of the same date, but its e-gazette stamp reads 14 July 2026 and SEBI's register records it as 14 July 2026. The consolidated LODR text is published as last amended on July 14, 2026.

Which Two Dates Should You Diarise?

The corrigendum has the widest spread of the three. It is signed at Mumbai on 10 March 2026, appears in gazette issue No. 171 of 11 March 2026, and carries an e-gazette stamp and a SEBI register entry of 12 March 2026. Because it creates no obligation of its own, none of those three dates is a compliance date.

So 22 January 2026 and 14 July 2026 are the two dates to diarise. A tracker built from the Mumbai signing dates alone will be two days early on the first amendment and four days early on the second.

What Did the SEBI LODR (Amendment) Regulations, 2026 Change?

The SEBI (LODR) (Amendment) Regulations, 2026 rebuilt the framework that applies to a high value debt listed entity (HVDLE), and it tightened two investor-service obligations that reach much further.

What Happened to the HVDLE Threshold?

Regulation 15(1A) and regulation 62C(1) were both amended to substitute "Five Thousand Crore" for "One Thousand Crore". The classification threshold is therefore outstanding listed non-convertible debt securities of ₹5,000 crore or more. The explanation to regulation 62C(1) was also amended to remove the fixed 31 March 2025 reference date.

A new proviso was inserted after regulation 15(1AA) and after regulation 62C(2). The continuing-application rule does not apply to entities that cease to be classified as HVDLEs under the revised threshold. An entity between ₹1,000 crore and ₹5,000 crore is released rather than locked in.

Which Investor-Service Obligations Were Tightened?

Regulation 39(2) was substituted. A listed entity must effect credit of securities on an investor service request for subdivision, split, consolidation, renewal, exchange or a duplicate certificate in dematerialised form within thirty days of receiving the request with the relevant documents.

Regulation 40(1) was also substituted. A transfer request is not processed unless the securities are held in dematerialised form, and transmission or transposition of securities held in physical or dematerialised form is effected only in dematerialised form. A proviso preserves registration of transfers executed before 1 April 2019 and still held in physical form.

What Changed for HVDLE Governance?

Regulation 62D now requires a director vacancy that causes non-compliance with regulation 62F(1), 62G(1) or (2), 62H(2) or (3), or 62I(2) or (3) to be filled at the earliest and in any case within three months. Regulation 62D(17) adds that a board recommendation to shareholders must carry the rationale.

Regulation 62K now applies regulation 23 to HVDLE related party transactions, except regulation 23(8) and regulation 23(9), and sub-regulations (2) to (4) were omitted. Regulation 62M routes HVDLE secretarial audit through regulation 24A. Regulation 62Q(2)(a) moves the format and timeline of the periodic corporate-governance report to what SEBI specifies from time to time.

What Did the SEBI LODR (Second Amendment) Regulations, 2026 Change?

The SEBI (LODR) (Second Amendment) Regulations, 2026 did one thing, and it changed where the rule lives rather than what the rule says.

Regulation 40(7) was substituted to read that the listed entity shall comply with all procedural requirements for transfer and transmission of securities as specified by the Board from time to time. In regulation 61(4) the words "specified in Schedule VII" were replaced by "as specified by the Board from time to time". Clause C of Schedule VII was omitted.

Why Does a Change of Source Matter?

The practical consequence is a change of source. The procedure is no longer readable off the face of the Regulations, so a compliance team that holds only the regulation text now holds an incomplete answer and must follow SEBI circulars for the operative steps.

What Did the March 2026 Corrigendum Correct?

The corrigendum signed at Mumbai on 10 March 2026, which SEBI's register records as 12 March 2026, corrects the text of the January notification in both the English and the Hindi versions. It restates the enabling provision, restates regulation 39(2) in clean form, and renumbers unnumbered clauses in two paragraphs.

A corrigendum of this kind creates no new obligation and no new date. It fixes the printed text of an amendment that is already in force, so the compliance date remains the date of the January notification.

Which Regulations Did the 2026 LODR Amendments Touch?

Regulation What it governs What the 2026 amendment did Notification
15(1A) Application of regulations 16 to 27 to debt-listed entities Threshold raised from ₹1,000 crore to ₹5,000 crore Amendment Regulations, 2026
39(2) Credit of securities on investor service requests Credit in dematerialised form within thirty days of the request Amendment Regulations, 2026
40(1) Transfer, transmission and transposition Transfer processed only in demat form; transmission and transposition effected only in demat form Amendment Regulations, 2026
40(7) Procedural requirements for transfer and transmission Substituted to follow the procedure specified by SEBI from time to time Second Amendment Regulations, 2026
61(4) Non-convertible securities, transfer and transmission "Specified in Schedule VII" replaced by "as specified by the Board from time to time" Second Amendment Regulations, 2026
61A(3) Unclaimed amounts held in the escrow account Transfer to the Investor Education and Protection Fund under section 125 of the Companies Act, 2013; a seven-year route to SEBI's own fund for issuers that are not companies Amendment Regulations, 2026
62C(1) HVDLE classification Threshold raised to ₹5,000 crore; fixed 31 March 2025 reference date removed Amendment Regulations, 2026
62D HVDLE board of directors Director vacancy filled within three months; rationale required with board recommendations Amendment Regulations, 2026
62K HVDLE related party transactions Aligned to regulation 23 except regulation 23(8) and regulation 23(9); statutory-dues and public-sector exemptions added Amendment Regulations, 2026
62P(3) Key managerial personnel vacancy after an approved resolution plan New sub-regulation requiring the post to be filled within three months, with at least one full-time key managerial person in the interim Amendment Regulations, 2026
62Q(2) HVDLE periodic governance report Format and timeline moved to what SEBI specifies; clause (b) omitted Amendment Regulations, 2026
Schedule VII, clause C Transfer and transmission procedure Omitted Second Amendment Regulations, 2026

Who Must Comply With Each 2026 LODR Amendment?

Applicability differs sharply between the two notifications, and reading either as a change for every listed entity overstates it.

The regulation 62 series in the January amendment reaches only high value debt listed entities. The changes to regulation 39(2) and regulation 40(1) in the same notification reach listed entities generally, which is why an equity-listed issuer with no debt securities still has work to do from 22 January 2026.

Which Entities Does the Second Amendment Reach?

The Second Amendment reaches every listed entity that processes a transfer or a transmission, and it reaches issuers of non-convertible securities through regulation 61(4). The same obligations sit alongside the during and post-AGM compliance work that a listed entity already carries under the Companies Act, 2013 and the LODR Regulations.

How Do You Track SEBI LODR Amendments Across Listed Entities?

Three instruments in nine months, each with its own date and its own set of affected regulations, is the reason a static checklist decays. The practical control is a register that holds each obligation once, records the notification that last changed it, and replaces a superseded requirement rather than leaving both versions in the file.

LexComply maintains that register as a single compliance record for every listed entity in the group, with the amendment history attached to the obligation it changed. The approach is the same one used for secretarial and company-law compliance software.

Where Does the Amendment History Sit?

Against the obligation itself, not in a separate change log. The month-by-month view of what moved is set out in the regulatory digest for August 2026, and the same register carries the adjacent SEBI duties a listed entity holds, including cyber incident reporting to SEBI.

SEBI notifies and the recognised stock exchanges receive the filings; the platform tracks, allocates and evidences the work, including the due dates that were recently extended.

Common Mistakes to Avoid

  • Treating "the SEBI LODR amendment 2026" as one notification. There are two amendment notifications with a 2026 title, SEBI/NRO-GN/2026/295 and SEBI/LAD-NRO/GN/2026/312, and they touch different regulations on different dates.
  • Recording 20 January 2026 as the compliance date. That is the date the notification was signed at Mumbai. SEBI records the amendment as 22 January 2026, and commencement runs from publication in the Official Gazette.
  • Giving the March 2026 corrigendum its own compliance date. Notification SEBI/LAD-NRO/GN/2026/297 corrects printed text only. The obligation it touches, regulation 39(2), has been live since the January amendment.
  • Reading Schedule VII for the transfer procedure. Clause C of Schedule VII was omitted with effect from 14 July 2026, and regulation 40(7) now points to the procedure SEBI specifies from time to time.
  • Applying the regulation 62 series to every listed entity. Regulations 62C to 62Q reach high value debt listed entities only. Regulation 39(2) and regulation 40(1), amended in the same notification, reach listed entities generally.
  • Holding an entity in the HVDLE framework after the threshold rose. The proviso inserted after regulation 15(1AA) disapplies the continuing-application rule to entities that cease to be HVDLEs under the ₹5,000 crore threshold.

This article is general information on Indian securities regulation and does not constitute legal advice. Regulations, circulars and notified dates are amended frequently, and readers should verify the current position against the primary source or a qualified professional before acting.

Frequently Asked Questions

How many times were the LODR Regulations amended in 2026?
Twice. SEBI notified the (Amendment) Regulations, 2026 under notification number SEBI/NRO-GN/2026/295 and the (Second Amendment) Regulations, 2026 under notification number SEBI/LAD-NRO/GN/2026/312. A corrigendum recorded by SEBI on 12 March 2026 corrected the first notification but did not itself amend the Regulations a third time.
Does a corrigendum change the date from which compliance is required?
No. The March 2026 corrigendum corrects the printed text of the January notification, including the wording of regulation 39(2). The underlying obligation runs from the date the amendment it corrects was published in the Official Gazette, which SEBI records as 22 January 2026.
Is the ₹1,000 crore high value debt listed entity threshold still in force?
No. Regulation 15(1A) and regulation 62C(1) were both amended to read ₹5,000 crore. An entity whose outstanding listed non-convertible debt securities fall below ₹5,000 crore is outside the high value debt listed entity framework from 22 January 2026. The earlier ₹1,000 crore figure is superseded.
Where is the transfer and transmission procedure specified now?
In what SEBI specifies from time to time. The (Second Amendment) Regulations, 2026 substituted regulation 40(7), replaced the Schedule VII reference in regulation 61(4) and omitted clause C of Schedule VII, with effect from 14 July 2026. The regulation text alone no longer carries the procedure.
Does the higher threshold release an entity already classified as an HVDLE?
Yes. A proviso inserted after regulation 15(1AA), and a matching proviso after regulation 62C(2), disapply the continuing-application rule to entities that cease to be classified as high value debt listed entities under the revised ₹5,000 crore threshold. Those entities leave the framework rather than remaining locked into it.
What happens to unclaimed escrow amounts held by an issuer that is not a company?
Regulation 61A(3) sends them to the Investor Protection and Education Fund created by SEBI under section 11 of the SEBI Act, 1992, after seven years from the maturity date of the non-convertible securities. The amount transferred does not bear interest.

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