If you have not been reading SEBI notifications every fortnight since June 2023, your working knowledge of LODR and PIT is stale. This is not a criticism; it is a workload observation. The eight LODR amendments and five PIT amendments in the last three years have been substantive, sometimes overlapping and occasionally contradictory in transitional effect. This lesson walks the amendment chronology and identifies the three amendments that most changed the operating framework.
The LODR amendment chronology
| Amendment | Gazette | Effective | What it did |
|---|---|---|---|
| 2nd Amendment 2023 | 14 June 2023 | 14 July 2023 | Recast Reg 30 disclosure timelines to 30 min / 12 hr / 24 hr; introduced Sch III Part A quantitative materiality thresholds; introduced Reg 30(11) rumour verification framework |
| 3rd Amendment 2023 | Aug 2023 | Aug 2023 | Consequential |
| 4th Amendment 2023 | 19 Sep 2023 | Sep 2023 | Consequential |
| 5th Amendment 2023 | Sep 2023 | 1 Oct 2023 | Consequential |
| Amendment 2024 | 17 May 2024 | 17 May 2024 | Rumour verification MPM trigger; top 100 from 1 June 2024; top 250 from 1 December 2024 |
| 2nd Amendment 2024 | 10 July 2024 | 10 July 2024 | Consequential |
| 3rd Amendment 2024 | 12 Dec 2024 | 1 Apr 2025 / 31 Dec 2024 | Reg 24A revamp (Peer-Reviewed PCS, tenure caps, XBRL ASCR); Reg 27 + Integrated Filing (Governance); Reg 30(11) / (11A) response duties; fine and penalty thresholds |
| Amendment 2025 | 27 Mar 2025 | 1 Apr 2025 | Chapter VA HVDLE inserted (Regs 62A-62Q, Rs 1,000 cr threshold); Reg 23 extended to SMEs breaching Rs 10 cr / Rs 25 cr |
| 2nd Amendment 2025 | 29 Apr 2025 | Apr 2025 | Securitised debt SPDE disclosures; SCORES at trustee level |
| 3rd Amendment 2025 | mid-2025 (verify) | — | Referenced in chapter reordering; gazette date to be re-verified |
| 4th Amendment 2025 | 27 Oct 2025 | Oct 2025 | Consequential |
| 5th Amendment 2025 | 18-19 Nov 2025 | 18 Dec 2025 | Reg 23 recast; Schedule XII slab-based materiality (Rs 5,000 cr cap); subsidiary RPT jurisdiction; omnibus formalised in Reg 23(3) |
| 6th Amendment 2025 | 15-16 Dec 2025 | Dec 2025 | Terminology fix: "Share Transfer Agent" to "Registrar to an Issue and Share Transfer Agent" |
| Amendment 2026 | 22 Jan 2026 | Jan 2026 | HVDLE threshold raised Rs 1,000 cr to Rs 5,000 cr; Reg 39/40 direct demat credit (no LoC); board vacancy timelines relaxed |
The four amendments in bold changed the operating framework. The others are consequential or terminological and can be treated as clean-up.
The PIT amendment chronology
| Amendment | Gazette | Effective | What it did |
|---|---|---|---|
| Amendment 2018 | 31 Dec 2018 | 1 Apr 2019 | SDD introduced; 5-item illustrative UPSI list |
| Amendment 2019 and Second 2019 | Jan / Sep 2019 | 2019 | Consequential; informant mechanism (Chapter III-A) |
| Amendment 2020 | 17 Jul 2020 | 2020 | SDD internal preservation (no outsourcing); audit committee annual verification (Sch B Cl 4A) |
| Amendment 2021 | 5 Aug 2021 | 2021 | Consequential |
| Amendment 2024 | 17 May 2024 | 17 May 2024 | Reg 2(1)(e) generally-available-info clarification (excludes unverified media) |
| 2nd Amendment 2024 | 25 Jun 2024 | 23 Sep 2024 | Reg 5 trading plan overhaul (120-day cool-off, +/-20 percent bands, 2 trading-day CO SLA) |
| 3rd Amendment 2024 | 4 Dec 2024 | 4 Dec 2024 | Connected person expansion (household, firm-partner, extended relatives); new definition of relative Reg 2(1)(hb) |
| Amendment 2025 | 11 Mar 2025 | 10 Jun 2025 | UPSI 16-item list aligned with LODR Sch III; external UPSI 2-day SDD entry; trading-window carve-out for external UPSI |
Three amendments in bold changed the operating framework. Together with the 2018 amendment that introduced the SDD they form the pillars of modern PIT compliance.
The three amendments that most changed the world
One: LODR (2nd Amendment) 2023 gazette 14 June 2023. The Reg 30 recast is the largest single change to LODR since the Regulations were notified in 2015. Pre-2023, Reg 30 timelines were vague ("as soon as reasonably possible"). Post-2023, they are specific and short: 30 minutes from close of board meeting, 12 hours for internal events, 24 hours for external [L3-C1]. Sch III Part A imposed quantitative materiality: 2 percent turnover, 2 percent net worth, 5 percent 3-year average PBT. Reg 30(11) required top-100 (later top-250) to verify or clarify mainstream media rumours. Every listed-entity Reg 30 SOP had to be rewritten. The 25 February 2025 SEBI Industry Standards Note codified the internal materiality committee workflow that goes with this.
Two: LODR (5th Amendment) 2025 gazette 18-19 November 2025. Reg 23 RPT was recast. The pre-existing flat lower-of-Rs 1,000-crore-or-10-percent materiality test is gone. Schedule XII slab-based materiality replaced it: 10 percent up to Rs 20,000 crore turnover; Rs 2,000 crore plus 5 percent above Rs 20,000 crore up to Rs 40,000 crore; Rs 3,000 crore plus 2.5 percent above Rs 40,000 crore. Absolute cap Rs 5,000 crore [L3-C2]. Audit committee jurisdiction extended to material subsidiary RPTs. Omnibus approvals formalised in Reg 23(3). Effective 18 December 2025. Every RPT policy at every mid-cap and large-cap listed entity had to be rewritten in Q4 FY26.
Three: PIT (Amendment) 2025 gazette 11 March 2025, effective 10 June 2025. UPSI list expanded from 5 items to 16 items aligned with LODR Sch III Part A. External UPSI (information from outside the entity, e.g. a court order, a customer default, a supplier bankruptcy) must be entered into the SDD within 2 calendar days. Trading window may not be closed for external UPSI. Every PIT Code of Conduct and SDD workflow had to be rewritten [L3-C3].
The other amendments worth naming
LODR (3rd Amendment) 2024 gazette 12 December 2024. Reg 24A Secretarial Audit revamped. 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. Operative 1 April 2025. Simultaneously reworked Reg 13(3) investor complaints and Reg 27(2) CG report into Integrated Filing (Governance) framework operative 31 December 2024. Fine and penalty disclosure thresholds added (Rs 1 lakh sectoral, Rs 10 lakh other).
LODR Amendment 2026 gazette 22 January 2026. HVDLE threshold raised from Rs 1,000 crore to Rs 5,000 crore, dropping approximately 89 entities out of Chapter VA. Reg 39 / 40 investor services restructured to require direct demat credit rather than Letters of Confirmation. Board vacancy timelines for regulator / court / trustee-nominated directors relaxed.
PIT (2nd Amendment) 2024 gazette 25 June 2024 effective 23 September 2024. Reg 5 trading plan overhauled. Cool-off between plan disclosure and first trade reduced from 6 months to 120 calendar days. Minimum coverage period of 12 months removed. Results black-out (20 trading days pre-quarter-end to 2 trading days post-results) removed. +/-20 percent price bands introduced. Compliance officer SLA of 2 trading days for plan approval. Trading plans became a meaningfully usable defence for the first time.
PIT (3rd Amendment) 2024 gazette 4 December 2024. Connected person definition expanded to include household, firm-partner and extended relatives. New definition of relative in Reg 2(1)(hb) broader than immediate relative. Partly legislated around the Balram Garg Supreme Court judgment by restoring a statutory presumption for connected persons.
What did not change
Two things worth noting for context.
First, the Section 15G penalty cap of Rs 25 crore or 3 times profits (whichever is higher) has been unchanged since the SEBI Amendment Act 2014. The May 2024, June 2024, December 2024 and March 2025 PIT amendments did not enhance penalties. SEBI's enforcement leverage comes from the debarment power (interim orders barring designated persons from the securities market) and disgorgement, not from statutory penalty enhancement.
Second, Reg 17(1B) chairperson-MD separation for top 500 entities was OMITTED (not deferred) by SEBI after the February 2022 SEBI Board decision [L3-C4]. Any secondary source still calling this "voluntary and to be re-mandated" is stale. As of August 2026 no fresh SEBI action has revived this obligation. Listed entities may adopt chairperson-MD separation voluntarily; SEBI does not require it.
The MANUAL VERIFY items in the amendment chronology
Three items in the LODR chronology require verification against SEBI primary sources before you rely on them in a client note or a compliance memo.
- LODR (3rd Amendment) 2025 gazette date. Referenced by ca2013.com and taxguru.in secondary sources but the specific gazette date could not be confirmed on sebi.gov.in in this course's research pass. Verify at sebi.gov.in gazette listing before citing.
- LODR (5th Amendment) 2025 gazette date. Sources cite both 18 November 2025 and 19 November 2025. The 30-day effective calc for Reg 23 / Sch XII (18 December 2025) suggests 18 November 2025 is the gazette date. Verify from the notification PDF.
- LODR Amendment 2026 gazette date. Notification No. SEBI/LAD-NRO/GN/2026/295 dated 20 January 2026; SEBI page reads "last amended on 22 January 2026". Both dates appear in secondary sources. Verify from egazette.gov.in.
Next lesson: the compliance officer's quarterly calendar. What actually gets filed, when, by whom, and with which certification.