Live Founding Cohort open, limited seats remaining Back to main site →
Corporate

SEBI LODR + PIT Practitioner Certification

For the Company Secretary, compliance officer and IR head at a BSE / NSE listed entity who has to file Reg 30 within 12 hours and pass a Reg 24A secretarial audit, not the ICSI exam-prep tutor selling classroom hours

₹9,999 Intermediate 7.6 hours 8 modules Founding Cohort: 836 seats left
Founding Cohort, DPDP Class of 2026. The first 1,000 learners to pass the final exam receive a permanent "Founding #N" badge on their certificate. 836 seats remaining.
8
Modules
40
Lessons
40
Exam questions
70%
Pass mark

A citation-anchored, exam-backed practitioner course on SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 and SEBI (Prohibition of Insider Trading) Regulations 2015 as they actually run in an Indian BSE / NSE listed entity in 2026. Not the ICSI exam-prep tutor and not the Big 4 advisory partner.

This course teaches the working compliance function. How to file Reg 30 material events within the 30-minute, 12-hour and 24-hour clock. How to run Reg 30(11) rumour verification under the material price movement trigger. How to pass RPT motions through the audit committee under the new Schedule XII slab-based materiality after the LODR Fifth Amendment November 2025. How to run the Structured Digital Database with the two-calendar-day external-UPSI entry rule after the PIT Amendment March 2025. How to close the trading window automatically at NSDL / CDSL under the 21 April 2025 SEBI circular. How to staff a Peer-Reviewed Company Secretary as Secretarial Auditor under the Reg 24A revamp operative 1 April 2025.

Also covered end to end: filing the Annual Secretarial Compliance Report in XBRL, publishing the quarterly Corporate Governance Report under the Integrated Filing (Governance) framework live from 1 March 2025, preparing the top-1,000 Business Responsibility and Sustainability Report with BRSR Core assurance under the Data-and-Assessment-or-Assurance framework after SEBI Circular 28 March 2025, and reading SEBI adjudication orders as case law rather than as headlines.

Includes a template pack the student can lift into a live compliance function: Materiality Assessment SOP, Reg 30 Disclosure Checklist, RPT Master Register, Audit Committee RPT Approval Backup Papers, Omnibus RPT Approval Resolution, Schedule XII Materiality Calculator Workbook, UPSI Log and SDD Schema, Trading Plan Template, PIT Code of Conduct, Pre-clearance Application Form, Reg 24A Secretarial Audit Engagement Letter, and Compliance Officer Quarterly Calendar.

Written against primary sources current to 30 August 2026 including the LODR base regulation last amended 22 January 2026, PIT base regulation last amended 12 March 2025, SEBI Master Circular on LODR dated 30 January 2026, PIT (Third Amendment) 2024 dated 4 December 2024 (connected-person expansion), PIT (Amendment) 2025 dated 11 March 2025 (16-item UPSI list aligned with LODR Sch III), LODR (Third Amendment) 2024 dated 12 December 2024 (Reg 24A revamp and Integrated Filing), LODR (Amendment) 2025 dated 27 March 2025 (Chapter VA HVDLE and SME Reg 23), LODR (Fifth Amendment) 2025 dated 18-19 November 2025 (Reg 23 recast and Sch XII), LODR (Amendment) 2026 dated 22 January 2026 (HVDLE hike to Rs 5,000 crore), SEBI Circular 21 April 2025 (automated trading window PAN freeze), SEBI Industry Standards Note on Reg 30 dated 25 February 2025, SEBI ISF RPT Standards dated 26 June 2025, ICSI Secretarial Standards SS-1 and SS-2 revised effective 1 April 2024, and ICSI Compendium on PIT dated 27 June 2025.

Case law relied on: Balram Garg v SEBI (Supreme Court 19 April 2022), FCRPL v SEBI (SAT February 2024), Kunal Kashyap v SEBI (SAT January 2025), and Linde India v SEBI (SAT 5 December 2025). Case material cross-checked against SEBI adjudication and interim orders in RHFL / Anil Ambani (22 August 2024), DHFL, Zee Entertainment (January 2025), Adani clean chit (18 September 2025), IEX (15 October 2025), IndusInd Bank (28 May 2025), HDFC merger (July 2025), Nucleus Software (September 2025), Swan Corp (September 2025), Reliance Industries administrative warning (24 June 2026), and NDTV (May 2026).

The course pairs with the Companies Act + MCA Practitioner (Sec 188 vs Reg 23; Sec 149 vs Reg 17; Sec 204 vs Reg 24A), SEBI CSCRF Practitioner (parallel breach clock for cyber incidents at SEBI-regulated entities), ESG + BRSR Practitioner (Reg 34 BRSR deep dive), and RBI Cybersecurity Framework Practitioner (BFSI overlay for listed banks and NBFCs).

What you will learn
  • Read the SEBI LODR Regulations 2015 (consolidated 22 January 2026) and SEBI PIT Regulations 2015 (consolidated 12 March 2025) end-to-end and identify how the 8 LODR and 5 PIT amendments between 2023 and 2026 changed the operating framework
  • Apply the Reg 15(2) small-company exemption, the SME crossover to Reg 23 from 1 April 2025, and the HVDLE Chapter VA regime after the January 2026 threshold hike to Rs 5,000 crore
  • File Reg 30 material events within the 30-minute / 12-hour / 24-hour timelines, apply the Sch III Part A 2 percent turnover / 2 percent net worth / 5 percent PBT quantitative test, and run the Feb 2025 Industry Standards Note materiality committee SOP
  • Run Reg 30(11) rumour verification under the material price movement trigger for the top 100 (from 1 June 2024) and top 250 (from 1 December 2024) listed entities
  • File the Integrated Filing (Governance) submission consolidating Reg 13(3), Reg 27(2) and select Reg 30 disclosures via BSE Listing Centre or NSE Digital Portal from 1 March 2025
  • Pass RPT motions through the audit committee under the LODR Fifth Amendment 2025 Schedule XII slab-based materiality (10 percent up to Rs 20,000 crore, then Rs 2,000 crore plus 5 percent, then Rs 3,000 crore plus 2.5 percent, absolute cap Rs 5,000 crore)
  • Prepare audit committee RPT approval backup papers per the ISF Industry Standards notified 26 June 2025 (nature, tenure, arm-length, ordinary-course, valuation, related-party economic interest)
  • Run Reg 23(3) omnibus RPT approvals with annual renewal at audit committee and one-year validity from AGM shareholder approval
  • Handle subsidiary RPT audit committee jurisdiction expansion under the Fifth Amendment 2025 and read Linde India v SEBI SAT 5 December 2025 on RPT aggregation
  • Apply the PIT Third Amendment 2024 connected-person expansion (household, firm-partner, extended relatives) and the March 2025 UPSI 16-item list aligned with LODR Sch III
  • Maintain the Structured Digital Database under Reg 3(5) with tamper-evident controls, PAN or other identifier, 8-year retention, and the 2-day external UPSI entry rule from 10 June 2025
  • Design a Reg 5 trading plan under the June 2024 overhaul (120-day cool-off, +/-20 percent price bands, 2 trading-day CO approval SLA, irrevocable once approved)
  • Operate automated trading-window closure via NSDL / CDSL PAN freeze under the 21 April 2025 SEBI circular extended to immediate relatives
  • Pass a Reg 24A Secretarial Audit under the LODR Third Amendment 2024 (Peer-Reviewed PCS, 5-year tenure, XBRL ASCR) operative 1 April 2025
  • File BRSR and BRSR Core under the Data-and-Assessment-or-Assurance framework after 28 March 2025 with FY26-27 Top 1,000 phasing
  • Read SEBI adjudication and interim orders (RHFL, IEX, IndusInd, HDFC merger, Nucleus, Reliance June 2026 warning) as case law rather than as headlines
Prerequisites
  • Working exposure to a listed-entity compliance function or an ICSI / ICAI / CFA background (typical for a Company Secretary, compliance officer, in-house counsel, IR analyst, audit-committee member)
  • Comfort reading a SEBI Regulation with numbered sub-regulations, Schedules and amendment notification numbers (LODR is a long text; comfort with Reg 30, Sch III Part A, Reg 23, Sch XII helps)
  • Familiarity with the Companies Act 2013 framework for board composition, related party transactions and secretarial audit (Sec 149, 188, 204)
  • Access to your own listed entity's LODR compliance manual, PIT Code of Conduct, RPT policy and materiality SOP is helpful for the practical exercises but not required
Who this is for
  • Company Secretaries and compliance officers at BSE / NSE listed entities running the LODR and PIT compliance calendar end to end
  • In-house counsel supporting audit committees on RPT approvals, Reg 30 materiality decisions and Reg 24A secretarial audit programmes
  • IR heads and Investor Relations Managers managing Reg 30(11) rumour verification, market-moving event disclosure and analyst / media choreography
  • Peer-Reviewed Practising Company Secretaries qualifying for the Reg 24A Secretarial Auditor mandate under the LODR Third Amendment 2024
  • Audit-committee members supporting the scale-based Schedule XII RPT materiality decisions after the LODR Fifth Amendment 2025
  • CFOs and Finance Controllers overseeing consolidated Reg 33 financial results, Reg 34 annual report contents and BRSR Core assurance under the Data-and-Assessment-or-Assurance framework
  • Consultants at ICSI / ICAI-aligned advisory boutiques (KPMG, EY, Deloitte, PwC, mid-tier firms) building or expanding a listed-entity compliance and secretarial audit practice
  • HVDLE compliance leads at entities with outstanding listed non-convertible debt of Rs 5,000 crore or more after the January 2026 threshold hike
  • SME listed-entity compliance officers navigating the Reg 23 crossover triggered by the 1 April 2025 amendment
  • Legal and compliance leaders at boutique commercial law firms advising promoter families, KMPs and independent directors on PIT Code compliance, trading plans and disclosure obligations
About the author
dS
dcomply Securities Practice
Listed-Entity Compliance, Disclosure and Audit-Committee Support

The dcomply Securities Practice authors dcomply Academy courses on securities and listed-entity compliance.

Course material is built from the primary text of SEBI (LODR) Regulations 2015 (consolidated 22 January 2026) and SEBI (PIT) Regulations 2015 (consolidated 12 March 2025), the SEBI Master Circular on LODR dated 30 January 2026, every SEBI amendment notification and circular applicable to listed-entity compliance issued between June 2023 and August 2026, SEBI Board Meeting press releases (207th, 208th, 209th, 211th), SEBI adjudication and interim orders published on the sebi.gov.in Enforcement page, SAT judgments (FCRPL February 2024, Kunal Kashyap January 2025, Linde India December 2025), Supreme Court authority (Balram Garg v SEBI 2022), ICSI Secretarial Standards SS-1 and SS-2 (revised April 2024), ICSI Compendium on SEBI PIT dated 27 June 2025, ICSI SDD Advisory dated 28 February 2024, NSE and BSE compliance circulars, and public governance disclosures of BSE / NSE listed companies used as case studies (Infosys PIT Code, Persistent Systems FY24 BRSR with DNV assurance, IiAS Voting Guidelines 2024-25).

This course is built for the working practitioner: Company Secretaries and compliance officers at BSE / NSE listed entities running the compliance calendar end to end; in-house counsel supporting audit committees on RPT and Reg 30 materiality decisions; IR heads managing rumour verification and disclosure choreography during announced events; secretarial auditors preparing the Annual Secretarial Compliance Report under Reg 24A; Peer-Reviewed Practising Company Secretaries qualifying for the 5-year Secretarial Auditor mandate under LODR Third Amendment 2024; audit-committee members supporting the scale-based Sch XII RPT materiality after LODR Fifth Amendment 2025; and consultants at ICSI / ICAI-aligned advisory boutiques building or expanding a listed-entity compliance practice.

Every substantive claim is cited to a primary source: SEBI Regulation number, notification number and date, circular number and date, adjudication or interim order date and PDF URL, SAT or SC judgment citation, or ICSI Standard reference. Re-verified on a rolling quarterly cycle.

No account to create. We email you a one-click link.
How we use your personal data DPDP notice
  • What we collect: name, email, IP address (for security logging), and course progress.
  • Why: to email you the one-click access link, deliver lessons, issue your certificate, and (with your consent) send course updates plus a Day-7 follow-up about dcomply.
  • How long: kept until you unsubscribe or request erasure.
  • Your rights under the DPDP Act 2023: access, correction, erasure, and grievance redressal. Write to [email protected] to exercise any of them.
  • Unsubscribe any time using the link in every email we send you.
Certificate on completion. Pass mark 70%.
Curriculum

Syllabus

8 modules, 40 lessons. Click any module to expand.

SEBI (LODR) Regulations 2015 and SEBI (PIT) Regulations 2015 are the two operating manuals every BSE / NSE listed entity runs against. Between June 2023 and January 2026 SEBI amended LODR eight times and PIT five times. The pre-2023 compliance manual is stale.

This free-preview module walks what LODR is, what PIT is, which chapters bind which category of listed entity, the amendment sprint that rewrote materiality and connected-person and UPSI and secretarial audit, and the quarterly calendar every compliance officer now runs. Free preview.

  1. 1. What LODR is, what PIT is, who they bind 11 min
  2. 2. Which chapter of LODR binds your entity 10 min
  3. 3. The 2023-2026 amendment sprint 12 min
  4. 4. The compliance officer's quarterly calendar 11 min
  5. 5. The five events that get listed companies in trouble 12 min

The corporate-governance chapter of LODR (Regs 15-27) sets the board composition, committee structure and independent-director framework every listed entity runs. Reg 15(2) exempts small entities. Reg 17 sets the ID percentage and woman-director rule.

Reg 17(1B) chairperson-MD separation was OMITTED (not deferred) after the February 2022 SEBI Board decision and remains voluntary. Regs 18-22 mandate Audit, NRC, SRC and RMC committees with prescribed compositions. Reg 25 governs independent directors including the MCA databank registration, exit disclosures and D&O insurance for the top 1,000.

Reg 24 sets the material subsidiary regime with the 10 / 20 dual test. This module walks each with the artefacts that satisfy the auditor.

  1. 1. Reg 15 applicability, SME crossover and HVDLE 10 min
  2. 2. Reg 17 board composition and the chairperson-MD story 10 min
  3. 3. Regs 18-22 committees 10 min
  4. 4. Reg 25 Independent Directors and D&O 9 min
  5. 5. Reg 24 material subsidiary and the 10 / 20 test 8 min

Regulation 30 is the disclosure engine of LODR. The Second Amendment 2023 recast Reg 30 with three timelines: 30 minutes from close of board meeting, 12 hours for internal events, 24 hours for external. Schedule III Part A imposes quantitative materiality: 2 percent turnover, 2 percent net worth, 5 percent 3-year average PBT.

Reg 30(11) rumour verification moved to a Material Price Movement trigger with top 100 from 1 June 2024 and top 250 from 1 December 2024. Integrated Filing (Governance) from 1 March 2025 consolidated Reg 13(3), Reg 27(2) and select Reg 30 disclosures into single API-based filing across BSE and NSE. The SEBI Industry Standards Note dated 25 February 2025 requires an internal materiality committee SOP.

This module walks the workflow.

  1. 1. Reg 30 recast after the Second Amendment 2023 10 min
  2. 2. Schedule III Part A materiality: the 2 / 2 / 5 test 10 min
  3. 3. Reg 30(11) rumour verification and the MPM trigger 10 min
  4. 4. Integrated Filing (Governance) from 1 March 2025 8 min
  5. 5. Building the internal materiality workflow 10 min

The LODR (Fifth Amendment) 2025 gazetted 18-19 November 2025 recast Reg 23 completely. The pre-existing lower-of-Rs 1,000 crore-or-10-percent materiality flat cap is gone. Schedule XII inserted the new slab-based framework: 10 percent up to Rs 20,000 crore turnover; Rs 2,000 crore plus 5 percent up to Rs 40,000 crore; Rs 3,000 crore plus 2.5 percent above; absolute cap Rs 5,000 crore.

Reg 23(2) requires audit committee prior approval for every RPT (no de minimis). Reg 23(4) requires disinterested shareholder approval for material RPTs, with no related party voting whether interested or not. Reg 23(3) formalised omnibus approvals.

Subsidiary RPT audit committee jurisdiction expanded. Linde India v SEBI (SAT 5 December 2025) established the aggregation doctrine: materiality tested across all transactions with the same related party across the financial year. This module walks the workflow.

  1. 1. Schedule XII slab materiality after the Fifth Amendment 10 min
  2. 2. Reg 23 audit committee and shareholder approval 10 min
  3. 3. Omnibus RPT approvals formalised in Reg 23 8 min
  4. 4. Subsidiary RPT jurisdiction and Linde India aggregation 9 min
  5. 5. The RPT operator's playbook 9 min

SEBI (PIT) Regulations 2015 regulate insider trading and communication of unpublished price sensitive information. The definitions matter more than in most SEBI Regulations because the PIT (Third Amendment) 2024 (4 December 2024) expanded connected-person to household, firm-partner and extended relatives, and introduced a new definition of relative. The PIT (Amendment) 2025 (11 March 2025) expanded UPSI from 5 items to 16, aligned with LODR Sch III Part A.

Reg 3 restricts communication except for legitimate purposes. Reg 4 prohibits trading in possession of UPSI with six defences including trading plans. Reg 5 was overhauled 25 June 2024 with 120-day cool-off, +/-20 percent price bands, and 2 trading-day CO approval SLA.

Regs 6 and 7 impose disclosure obligations on promoters, KMPs, directors and designated persons.

  1. 1. Insider, connected person, and relative 10 min
  2. 2. UPSI 16-item list after the March 2025 amendment 10 min
  3. 3. Reg 3 communication, Reg 4 trading and the six defences 10 min
  4. 4. Reg 5 trading plan after the June 2024 overhaul 10 min
  5. 5. Regs 6 and 7 disclosure obligations 8 min

The Code of Conduct chapter of PIT is where compliance officers spend most of their day. Reg 3(5) requires the Structured Digital Database to be maintained internally with tamper-evident controls, PAN or other identifier, and 8-year retention under Reg 3(6). The 11 March 2025 amendment added a 2-calendar-day entry rule for external UPSI.

The Indian SDD vendor market includes InsiderQ (Naapbooks), InsiderSDD, NOVUS Velox (Infomatics), Orion Legal Supplies, Lexcomply and Ricago. Sch B Cl 4 trading window closure runs from quarter end until 48 hours after results; the 11 March 2025 amendment carved out external UPSI. SEBI Circular 21 April 2025 extended automated PAN freeze at NSDL / CDSL to immediate relatives, with top 500 from 1 July 2025 and all listed from 1 October 2025.

Sch B Cl 10 contra trade restriction runs 6 months. This module walks the operating layer.

  1. 1. SDD Reg 3(5) and 3(6) in detail 10 min
  2. 2. SDD vendor landscape in India 8 min
  3. 3. Automated trading window closure 9 min
  4. 4. Pre-clearance, contra trade, and the IndusInd case 9 min
  5. 5. The PIT operator's playbook 8 min

The audit and disclosure layer of LODR covers Reg 24A secretarial audit, Reg 27 corporate governance report, Reg 33 financial results and Reg 34 annual report. The LODR (Third Amendment) 2024 gazetted 12 December 2024 recast Reg 24A completely: Peer-Reviewed PCS mandatory, individual PCS one term of 5 years, firm two terms of 5 years, 5-year cooling off, XBRL Annual Secretarial Compliance Report within 60 days of FY end. Operative 1 April 2025.

Reg 27(2) quarterly CG report now filed via Integrated Filing (Governance) from 1 March 2025. Reg 33 sets 45-day quarterly and 60-day annual financial results timelines. Reg 34(2)(f) mandates BRSR for top 1,000 since FY 2022-23; BRSR Core assurance / assessment phased to Top 1,000 FY 2026-27 after 28 March 2025 recalibration.

This module walks each with practical workflows.

  1. 1. Reg 24A Secretarial Audit revamp 10 min
  2. 2. Reg 27 CG report and ICSI Secretarial Standards 9 min
  3. 3. Reg 33 financial results timelines 8 min
  4. 4. Reg 34 BRSR and BRSR Core assurance 9 min
  5. 5. SCORES 2.0 and the investor complaint cycle 7 min

SEBI enforcement in the 2024-2026 window shows an escalation pattern: administrative warning first (Reliance Industries 24 June 2026); low-value adjudication (Rs 10 lakh HDFC merger HUF July 2025; Rs 25 lakh Nucleus Software Sept 2025); high-value interim orders (Rs 19.7 crore IndusInd May 2025; Rs 173.14 crore IEX Oct 2025); landmark RPT enforcement (Rs 25 crore + Rs 655 crore aggregate + 5-year ban RHFL Aug 2024). Section 15G penalty cap remains Rs 25 crore or 3x profits (unchanged since 2014 Amendment Act). The Settlement Scheme allows resolution with typically 50-70 percent of adjudication amount.

The Adani Group final orders 18 September 2025 dismissed the Hindenburg allegations. This module closes with the operator's system: quarterly calendar, RACI, and 12 embedded templates.

  1. 1. The IEX Oct 2025 anatomy of a PIT interim 9 min
  2. 2. RHFL, DHFL, Zee and Adani case studies 10 min
  3. 3. PIT enforcement: HDFC, IndusInd, Nucleus, Reliance 9 min
  4. 4. Settlement Scheme and Section 15G math 8 min
  5. 5. The compliance officer's system and templates 10 min
Frequently Asked

Everything a buyer usually asks

Who is this course for?
Company Secretaries and compliance officers at BSE / NSE listed entities running the LODR and PIT compliance calendar end to end Full audience list is on the course page below.
Is there a free preview?
Yes. Module 1 is a free preview: read every lesson in it without payment and without an account.
What do I get when I enrol?
Access to all 8 modules covering 40 lessons, the full citation register, the final exam (40 question bank with unlimited retakes at 70% pass mark), and a verifiable certificate with a public verify URL on completion.
Is there a certificate on completion?
Yes. Pass the final exam and you receive a certificate with a public verify URL that recruiters can validate in one click. LinkedIn-shareable.
How much does the course cost?
₹9,999 founding-cohort price (list price ₹19,999) One-time payment. Lifetime access including future updates.
How long do I have to complete the course?
Lifetime access. Self-paced. You can start, pause, and resume any time from any device.
Can I retake the final exam?
Yes, unlimited retakes. Options are shuffled per attempt and questions are drawn from a larger question bank, so each attempt is a fresh test of judgement.
How do you keep the course current when the law changes?
Every course carries a Legal Basis Version listing the exact instruments it teaches to. When a material instrument is amended or superseded, we update the affected lessons and email all enrolled learners.
Is this course legal advice?
No. This is an educational and awareness training programme. Nothing in the course creates a lawyer-client relationship. For specific compliance decisions, consult a qualified advocate or a regulator-empanelled auditor.
Educational content, not legal advice.

This course is a paid practitioner training programme aimed at working Company Secretaries, compliance officers, in-house counsel, IR heads, secretarial auditors, audit-committee members, CFOs and Finance Controllers at BSE / NSE listed entities.

Every substantive claim is anchored to a primary source: SEBI Regulation number and sub-regulation (e.g. Reg 30(6)(i) 30-minute board timeline, Reg 23 Schedule XII slab thresholds, Reg 3(5) SDD, Reg 5 trading plan), SEBI amendment notification number and gazette date, SEBI circular number and date, SEBI adjudication or interim order date and PDF URL, SAT or SC judgment citation, ICSI Standard reference, or specific public listed-entity filing (Infosys PIT Code, Persistent Systems FY24 BRSR).

Items flagged as UNVERIFIED in lesson prose are pending re-verification against the current primary source and must be checked before the student acts on them in a live compliance engagement. The course maintains a 15-item verification checklist covering LODR Third Amendment 2025 gazette date, Fifth Amendment 2025 gazette (18 vs 19 November 2025), Amendment 2026 gazette, HVDLE transition rules, SME LODR CG scope, BRSR Core provider ecosystem, 23 March 2026 SEBI Board Meeting, any post-March-2025 PIT amendment, SDD retention text, SDD audit committee review cadence, SDD vendor list, contra-trade informal guidance, and adjudication PDF verification.

This is not legal, tax, audit, or accounting advice and does not create a professional-client relationship. This course does not confer ICSI, ICAI or any personal certification. Peer-Reviewed Practising Company Secretaries seeking the Reg 24A Secretarial Auditor mandate must hold a valid ICSI peer-review certificate obtained directly from ICSI under its Peer Review Policy. For specific listed-entity compliance decisions engage a Company Secretary in practice or a qualified securities lawyer directly.