Listed company and SEBI compliance
This guide is for a different reader than the rest of this microsite. Everything here sits on top of, not instead of, the Companies Act obligations every company carries. It's the additional layer that starts once a company lists, governed by SEBI's Listing Obligations and Disclosure Requirements (LODR) Regulations rather than the Companies Act alone. SEBI amended a substantial part of this layer in the last nine months, including a rule that took effect exactly one week before this page was last checked.
What a listed company owes that a private company doesn't
Quarterly and annual financial results go to the stock exchanges on a fixed clock: within 45 days of quarter-end, and within 60 days of financial year-end for the audited annual figures. Shareholding pattern is disclosed quarterly, within 21 days of quarter-end, and again within 10 days of any capital-restructuring event that moves more than 2% of paid-up capital. A quarterly corporate governance compliance report also goes to the exchanges, within 30 days of quarter-end, under SEBI's Regulation 27(2) integrated governance filing.
Material events get disclosed on a genuinely fast clock: board-meeting outcomes within 30 minutes of the meeting closing (3 hours if it runs outside trading hours), internally-originated material events within 12 hours, externally-originated events within 24 hours. None of this (the disclosure regime, the results timeline, the governance report) has any equivalent for a private company; SEBI's regulations only reach listed entities. Business Responsibility and Sustainability Reporting (BRSR), the ESG disclosure covered at a high level in Guide 2, is also a listed-company filing under this same framework, mandatory for the top 1,000 listed companies by market capitalisation.
Related-party transactions: the framework was rebuilt in late 2025
This is the single biggest change in this area recently. Effective 19 December 2025, SEBI replaced the old flat related-party-transaction materiality threshold (transactions above ₹1,000 crore or 10% of consolidated turnover, whichever was lower) with a turnover-linked scale that tightens as the company gets larger, capped at ₹5,000 crore for the largest companies. If you're relying on the old flat threshold to decide whether a transaction needs shareholder approval, that figure is no longer the test.
The approval mechanics stayed in place: material related-party transactions still require prior audit committee approval (only independent directors on the committee may approve) and shareholder approval by ordinary resolution, with related parties barred from voting regardless of whether they're party to that specific transaction. Subsidiary-level related-party transactions now carry their own audit-committee approval thresholds too, not just transactions at the listed parent.
The turnover-linked scale runs in three tiers. Up to ₹20,000 crore of annual consolidated turnover, the threshold is 10% of turnover. Between ₹20,000 crore and ₹40,000 crore, it is ₹2,000 crore plus 5% of turnover above ₹20,000 crore. Above ₹40,000 crore, it is the lower of ₹3,000 crore plus 2.5% of turnover above ₹40,000 crore, or ₹5,000 crore. Omnibus approval validity depends on who granted it: an audit committee's omnibus approval is valid for up to one year; a shareholder omnibus approval granted at the AGM is valid until the next AGM, provided that AGM is held within the Companies Act timeline, while one granted at any other general meeting is valid for up to one year.
Shareholder and capital management
Buyback rules changed again, effective 1 August 2026. SEBI reinstated the stock-exchange (open-market) buyback route, capped at under 15% of paid-up capital plus free reserves, having removed it in an earlier 2023 reform. Promoter and promoter-group shares are now frozen from the buyback resolution date until the buyback closes, appointing a merchant banker is now optional rather than mandatory, and escrow arrangements that used to be discretionary are now mandatory. If your last review of buyback mechanics predates August 2026, treat it as stale.
The underlying Companies Act ceiling is unchanged: a buyback in any financial year generally cannot exceed 25% of aggregate paid-up capital and free reserves, and the company's post-buyback debt-to-capital ratio must not exceed 2:1.
Bonus shares now begin trading just two working days from the record date, down from the longer timeline that used to apply. Rights issues were substantially simplified in 2025: the size-based threshold that used to determine which rules applied was removed so all rights issues follow one framework, mandatory merchant banker appointment was scrapped, and the process now compresses to roughly 23 working days from board approval.
Employee stock option schemes for listed companies carry their own conditions: a minimum one-year vesting period from grant (waived only on death or permanent incapacity), approval by special resolution, and separate resolutions required for secondary-market share acquisition by an ESOP trust or for grants to subsidiary or holding-company employees. The top 1,000 listed companies by market capitalisation must also maintain and disclose a formal Dividend Distribution Policy.
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This page is general information, not professional advice. SEBI amends the LODR Regulations several times a year, and how any of this applies depends on your company's specific facts. Take professional advice before acting on anything on this page. We are happy to be that adviser, but we do not act on a web page, ours or anyone else's, without one.