SEBI's Enforcement page is public. Every adjudication order, every interim order, every settlement order lives at sebi.gov.in/sebiweb/home/HomeAction.do?doListing=yes. If you read the 2024-2026 docket carefully you notice a pattern. Five archetypes account for the majority of listed-entity enforcement action. This lesson walks each one with a named case from the SEBI docket, so you see what SEBI enforcement actually looks like before you build your compliance function to prevent it.
Archetype 1: Reg 30 late disclosure
The most common LODR breach. Your board meeting closes at 4.42 pm. You file the outcome at 5.13 pm. The Reg 30(6)(i) 30-minute clock has expired 1 minute earlier. Or your CFO's team delayed the fine-and-penalty disclosure by 3 days because they were negotiating with the sectoral regulator on the amount. Or your rumour verification response to a Reg 30(11) query from BSE took 32 hours instead of 24.
Case study: NDTV, SEBI Order May 2026 [L5-C1]. Adjudication order dated May 2026 in the NDTV matter. Reg 30 disclosure lapses concerning promoter loan agreements that affected management or control. Penalty imposed for delayed disclosure of a material event. The order PDF is at sebi.gov.in/sebi_data/attachdocs/may-2026/ORDER_1780046247.pdf; verify the penalty amount there before quoting it in a client memo.
Case study: Zee Entertainment, SEBI Order January 2025 [L5-C2]. Adjudication order dated January 2025 imposed Rs 30 lakh penalty on ZEEL, Rs 58 lakh on Punit Goenka and Rs 60 lakh on Subhash Chandra for LODR + PFUTP violations. Not just Reg 30; the order combined LODR and PFUTP heads. Zee's Independent Investigation Committee report October 2024 cleared "no material irregularities" but SEBI proceedings continued with fresh show-cause notices after settlement rejection.
Median settlement amount for Reg 30 lapses: Rs 5 lakh to Rs 15 lakh at adjudication, settled at approximately 50-70 percent of that under the Settlement Scheme. Note this is a qualitative read of the enforcement docket; SEBI does not publish a median-penalty table.
How to build for it: Set up an internal materiality committee under the 25 February 2025 SEBI Industry Standards Note SOP. Cover 4.42 pm scenarios with a pre-drafted announcement template for every likely board decision. Test your BSE Listing Centre and NSE Digital Portal accounts weekly. Have a fallback filing procedure documented.
Archetype 2: Reg 23 unapproved RPT
An RPT that skipped audit committee approval, or was approved outside the omnibus, or exceeded the Schedule XII materiality without shareholder approval. Historically less common than Reg 30 breaches but with much higher penalties because the RPT typically involves large sums and, if diverted to promoter conduit entities, triggers PFUTP fraud heads alongside Reg 23.
Case study: Reliance Home Finance Ltd (RHFL) / Anil Ambani, SEBI Order 22 August 2024 [L5-C3]. Landmark RPT enforcement. Rs 25 crore individual penalty on Anil Ambani. Rs 655 crore aggregate across 27 entities. 5-year debarment from securities market. Fraudulent scheme to divert RHFL funds via loans to promoter-linked conduit entities during FY19. Template for how SEBI examines promoter-linked fund diversion under Reg 23 combined with PFUTP.
Case study: DHFL / Kapil and Dheeraj Wadhawan. 5-year ban + Rs 120 crore aggregate. Fund diversion pattern similar to RHFL. Order on sebi.gov.in.
Case study: Linde India Ltd v SEBI, SAT 5 December 2025 [L5-C4]. SAT upheld SEBI July 2024 whole-time member order requiring Linde to test RPT materiality on aggregate financial-year basis, not transaction-by-transaction. Set precedent under old Reg 23(1) that is preserved under the new Sch XII framework.
How to build for it: Reg 23(2) audit committee prior approval for every RPT (no de minimis). Backup papers per ISF Industry Standards notified 26 June 2025. Sch XII materiality calculator run once a year for the threshold reset. Omnibus approvals renewed annually. Related-party master maintained in ERP with quarterly reconciliation. Read Linde India for the aggregation doctrine.
Archetype 3: PIT UPSI breach
An insider trades in listed securities while in possession of UPSI. Or communicates UPSI to a non-connected person outside a legitimate purpose. Detected typically by SEBI's Integrated Market Surveillance System correlating price movement with trading patterns from designated persons and their relatives.
Case study: IEX (Indian Energy Exchange), SEBI Interim Order 15 October 2025 [L5-C5]. SEBI barred 8 individuals and impounded Rs 173.14 crore. Put-option positions in IEX during 21-28 July 2025 preceded the CERC market-coupling order of 23 July 2025 which caused a 29.6 percent price fall on 24 July 2025. Largest recent PIT interim by quantum.
Case study: IndusInd Bank, SEBI Interim Order 28 May 2025 [L5-C6]. Restrained former MD and CEO Sumant Kathpalia, former Deputy CEO Arun Khurana and 3 other senior executives. Impounded approximately Rs 19.7 crore. Executives sold IndusInd shares between 4 December 2023 and 10 March 2025 while allegedly aware of Rs 1,529 crore derivative-portfolio accounting discrepancy.
Case study: HDFC / HDFC Bank merger, SEBI Adjudication July 2025 [L5-C7]. Rs 10 lakh penalty on a HUF for HDFC and HDFC Bank F&O trades on 1 April 2022 preceding merger announcement of 4 April 2022. Model case study on pre-announcement trading in a mega-merger.
How to build for it: Complete SDD with all UPSI entries within 2 calendar days for external UPSI. Automated trading window closure via depository PAN freeze from 1 October 2025. Pre-clearance workflow with typical Rs 10 lakh or Rs 25 lakh caps. Contra-trade monitoring with 6-month cooling. Read Balram Garg v SEBI on burden of proof and Kunal Kashyap v SEBI on connected-person breadth.
Archetype 4: SDD failure
SEBI has been increasingly focused on SDD failures as first-order evidence in insider trading investigations. Reg 3(5) mandates the SDD, Reg 3(6) mandates 8-year retention. If a SEBI investigation finds the SDD absent, outsourced, tampered or missing entries around a material event, the entity's PIT Code compliance is treated as broken.
How SDD failures typically surface: SEBI reads SDD extracts as the first line of evidence in a PIT investigation. If the UPSI decision was taken at a 3 pm board meeting on Tuesday and the SDD was updated at 9 am on Wednesday, the 18-hour gap is a Reg 3(5) failure. If the recipient list omits the CFO's assistant who typed the memo, that omission is a Reg 3(5) failure. If external UPSI (a customer default notice received by email on Thursday) is entered on Monday (4 calendar days), that is a violation of the 2-calendar-day rule from 10 June 2025.
How to build for it: On-premises SDD software (InsiderQ from Naapbooks Ltd BSE-listed; InsiderSDD Ahmedabad; NOVUS Velox from Infomatics; Orion Legal Supplies; Lexcomply; Ricago NSDL affiliate). Do not put SDD on shared cloud infrastructure. Tamper-evident audit trail. PAN or other identifier for every recipient. Quarterly SDD compliance certificate to NSE / BSE from Compliance Officer or PCS (October 2024 NSE SDD SOP circular). Annual audit committee verification under Sch B Cl 4A (2020 amendment).
What SDD is not. A quarterly obligation at the audit-committee level. That is a common confusion. The Sch B Cl 4A audit-committee verification is annual, not quarterly. The quarterly SDD compliance certificate is an exchange-level administrative requirement. Do not conflate. Also, Sprinto and Rubix do not operate in the Indian SDD space; they are SOC 2 / ISO 27001 GRC platforms. Do not use them as SDD vendors.
Archetype 5: Reg 24A secretarial audit gap
Since Reg 24A operative 1 April 2025 requires a Peer-Reviewed Practising Company Secretary as Secretarial Auditor with 5-year tenure caps, entities that engaged a non-Peer-Reviewed PCS or overshot the tenure cap face compliance gaps at the annual XBRL ASCR filing. The Annual Secretarial Compliance Report is filed within 60 days of FY end (by 30 May) and any observations of non-compliance from the Peer-Reviewed PCS become public.
Case study: Reliance Industries administrative warning 24 June 2026 [L5-C8]. Not a secretarial audit case directly, but a warning to the compliance officer and company secretary for inadequate PIT DP monitoring. Illustrates SEBI's escalation pattern: first-tier administrative warning before monetary penalty. If your Reg 24A observations in the ASCR flag material non-compliance, expect a similar first-tier warning that escalates on repeat.
How to build for it: Engage a Peer-Reviewed PCS holding a valid ICSI peer-review certificate. Structure the engagement letter per Reg 24A(1A) / (1B) tenure caps. Maintain a compliance evidence pack quarter by quarter so the PCS can complete the ASCR by 30 May without a last-minute scramble. Apply ICSI Secretarial Standards SS-1 (Board Meetings) and SS-2 (General Meetings) revised effective 1 April 2024 to every board and shareholder meeting.
End of the free-preview module
You now know what SEBI LODR is, what SEBI PIT is, which chapters bind which entities, the amendment sprint that rewrote the operating framework, the quarterly compliance calendar and the five events that get most listed companies into SEBI trouble.
The rest of the course goes deep into the mechanics. Module 2 walks board composition, committees and independent directors including the January 2026 HVDLE threshold hike and the SME crossover. Module 3 walks Reg 30 material events and rumour verification with the Feb 2025 Industry Standards Note SOP. Module 4 walks Reg 23 RPT after the Fifth Amendment 2025 Sch XII slab-based materiality. Module 5 walks PIT foundations. Module 6 walks SDD, trading window and code of conduct. Module 7 walks Reg 24A, Reg 27, Reg 33 and BRSR. Module 8 closes with enforcement pattern reading, the Settlement Scheme, Section 15G math and the operator's playbook with 12 embedded templates. Enrol to continue.