Here is the moment every listed-company compliance officer meets SEBI for real. Your board meeting closes at 4.42 pm on a Tuesday. The directors approved a proposed acquisition of a mid-market target. Reg 30 says you have 30 minutes from the close of that meeting to file the outcome with BSE and NSE [L1-C1]. It is 4.44 pm. You have not drafted the announcement, the CFO wants to review the numbers, the CEO wants to add a strategic-rationale paragraph, and BSE Listing Centre has been showing a 502 for the last hour. At 5.13 pm you finally hit submit. The announcement is 1 minute late. Nine months later you receive a show-cause notice from SEBI. This is not a hypothetical. This exact fact pattern shows up in dozens of Reg 30 adjudication orders on the SEBI Enforcement page every year.
Meanwhile at 9.15 am the next morning, a Vice President of Corporate Development who sat in that board meeting sold Rs 12 lakh of the company's shares from his personal broker account. Nobody had told him the trading window was closed. Except SEBI, three months later, saying the trading window closed automatically at the depository level at midnight on Tuesday under the 21 April 2025 automated-PAN-freeze circular, and his trades violated PIT Reg 4(1) plus Sch B Cl 4 [L1-C2]. Section 15G of the SEBI Act puts the minimum penalty at Rs 10 lakh and the maximum at Rs 25 crore or 3 times profits [L1-C3].
Two Regulations. One compliance officer. One board meeting. This is the world this course teaches.
SEBI LODR Regulations 2015, one paragraph
SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, as consolidated on 22 January 2026, are the operating manual for every entity that has listed equity, non-convertible debt, non-convertible redeemable preference shares, perpetual debt, securitised debt, mutual fund units, InvIT units or REIT units on a recognised Indian stock exchange [L1-C4]. The regulations replaced the old Listing Agreement in December 2015 and have been amended eight times between June 2023 and January 2026. They set continuing disclosure obligations (financial results, board composition, related party transactions, material events, corporate governance report, annual report) and continuing governance obligations (board and committee composition, secretarial audit, subsidiary governance, independent director regime).
The regulations are structured in ten chapters (I through X) plus twelve Schedules (I through XII). Chapter IV binds equity-listed entities. Chapter V binds pure debt-listed entities. Chapter VA (inserted March 2025) binds High Value Debt Listed Entities (HVDLE). Chapter VIII binds securitised debt entities. Different chapters bind different categories of listed entity. Getting this right at the outset is the first thing this course teaches.
SEBI PIT Regulations 2015, one paragraph
SEBI (Prohibition of Insider Trading) Regulations 2015, as consolidated on 12 March 2025, prohibit insider trading and the communication of unpublished price sensitive information (UPSI) in listed or to-be-listed securities [L1-C5]. The regulations were amended five times between May 2024 and March 2025. Reg 3 restricts communication of UPSI except for legitimate purposes. Reg 4 prohibits trading in possession of UPSI, subject to six defences. Reg 5 permits trading plans under a formal 120-day cool-off. Regs 6 and 7 impose disclosure obligations on promoters, KMPs and designated persons. The Code of Conduct in Schedule B mandates a trading window closure regime, a Structured Digital Database (SDD), pre-clearance workflows and a contra-trade prohibition.
PIT is not a filings-only regulation like LODR. It is a Regulation that binds specific persons (insiders, connected persons, designated persons, promoters, KMPs, directors) and prohibits specific conduct (trading and communication). The consequences of a breach are personal to the individual, not the listed entity, though the entity's Code of Conduct and SDD get audited during any SEBI investigation.
Why every listed-entity compliance function keeps both open
The two Regulations interact daily. Every event that becomes a Reg 30 material event under LODR is, until it hits the stock exchange, UPSI under PIT [L1-C6]. The window between the board decision at 4.42 pm and the exchange filing at 5.12 pm is a UPSI window during which trading by anyone who was in the boardroom is a PIT breach. The 30-minute Reg 30 filing clock and the immediate SDD entry and trading-window closure obligations run in parallel. A well-run compliance function updates the SDD entry before the Reg 30 filing hits and confirms the trading window is closed before the announcement goes out.
The 11 March 2025 PIT Amendment made this alignment explicit. Reg 2(1)(n) UPSI was expanded from a 5-item list to a 16-item list mirroring the material events under LODR Sch III Part A [L1-C7]. Where LODR says a fund raising, a KMP change or a forensic audit is a material event, PIT now says the same information is UPSI. The compliance officer runs one materiality assessment that satisfies both Regulations.
Who binds who, at a glance
| Regulation | Binds | Governs | Latest amendment |
|---|---|---|---|
| LODR Chapter IV | Equity-listed entities on BSE / NSE | Board composition, committees, RPTs, secretarial audit, material events, CG report, financials, BRSR | LODR (Amendment) 2026, 22 January 2026 |
| LODR Chapter V | Pure NCD / NCRPS listed entities | Continuing debt disclosures, Debenture Trustee interface, semi-annual financials | LODR (2nd Amend) 2025, 29 April 2025 |
| LODR Chapter VA | HVDLE (listed NCD Rs 5,000 crore+ after Jan 2026) | Corporate governance for high-value debt entities (Regs 62A-62Q) | LODR (Amendment) 2026, 22 January 2026 |
| LODR Chapter VIII | Securitised debt entities | SPDE disclosures, SCORES at trustee level | LODR (2nd Amend) 2025, 29 April 2025 |
| PIT Regulations 2015 | Insiders, connected persons, designated persons of any listed or to-be-listed entity | Prohibition on communication and trading on UPSI, Code of Conduct, SDD, trading window, disclosures | PIT (Amendment) 2025, 11 March 2025 |
The small-company exemption
Reg 15(2) of LODR carves out small listed entities from the corporate-governance provisions of Regs 17 through 27 [L1-C8]. If your paid-up equity share capital is Rs 10 crore or less AND your net worth is Rs 25 crore or less on the last day of the previous financial year, the entire governance chapter of LODR does not apply to you. You still comply with Reg 30 material events, Reg 33 financials and Reg 34 annual report, but the board composition, audit committee, IDs and secretarial audit obligations skip you.
Two caveats. First, this exemption is calculated on the previous financial year. If you cross either threshold, the CG provisions kick in within 6 months. Second, once the CG provisions become applicable, they continue to apply until the paid-up capital and net worth both fall below the thresholds for three consecutive financial years. Growing past the line is easy. Shrinking back below is hard.
The SME crossover from 1 April 2025
SME-listed entities historically enjoyed relief from most of the LODR obligations that Main Board entities carry. The LODR Amendment 2025 gazetted 27 March 2025 changed part of that. From 1 April 2025 any SME listed entity that breaches the Rs 10 crore paid-up equity or Rs 25 crore net worth thresholds must comply with Reg 23 RPT within 6 months [L1-C9]. This is the first Main Board-style compliance burden most SME-listed entities meet.
Note the ambiguity here that this course flags in Module 2. The March 2025 amendment textually covers Reg 23. Whether it also brings Regs 17-22 (board composition, committees) and Regs 24-27 (subsidiary governance, IDs, secretarial audit, CG report) into scope is not entirely clear from the notification text. The SEBI FAQ file dated April 2025 [L1-C10] is the operative interpretive document; this course reads it conservatively as extending Reg 23 only, but flags this for verification against the current FAQ before you act on it.
The HVDLE regime
High Value Debt Listed Entities are entities with outstanding listed non-convertible debt above a threshold, currently Rs 5,000 crore after the LODR Amendment 2026 gazetted 22 January 2026 [L1-C11]. The threshold was Rs 500 crore in the original 2021 framework, Rs 1,000 crore after the March 2025 amendment, and Rs 5,000 crore after the January 2026 amendment. The threshold hike took roughly 89 companies out of the HVDLE regime. Chapter VA (Regs 62A through 62Q) applies specific corporate-governance obligations to HVDLEs including modified board composition, committees, RPTs (via Reg 23 after the January 2026 amendment), and secretarial audit.
If your entity has listed equity plus listed NCD above Rs 5,000 crore, you are covered by both Chapter IV and Chapter VA. If your entity is a pure debt-listed entity at that threshold, only Chapter VA applies. Getting the applicability chapter right is what this course teaches in Module 2 Lesson 1.
What LODR and PIT are not
- Not a substitute for the Companies Act 2013. LODR overlays SEBI-specific obligations on top of Companies Act obligations. Reg 23 sits on top of Section 188. Reg 17 sits on top of Section 149. Reg 24A sits on top of Section 204. Listed entities comply with both.
- Not a substitute for the Ind AS accounting standards. Reg 33 sets financial-results filing timelines. What goes into those results is set by Ind AS.
- Not one-time. Both Regulations run continuously. There is no once-a-year filing that discharges the obligation. Reg 30 is every event. PIT is every trade.
- Not free of the March 2025 UPSI recast. Any compliance manual dated before 10 June 2025 needs to be updated for the 16-item UPSI list, external UPSI 2-day SDD entry rule and trading-window carve-out.
- Not the same for equity and debt listed entities. Chapter IV binds equity. Chapter V binds pure debt. Chapter VA binds HVDLE. Chapter VIII binds securitised debt. Each chapter has its own obligations. Do not assume equity-listed rules apply to a debt-listed entity.
The Indian picture
India has roughly 5,300 listed entities across BSE and NSE main boards, plus another 800 or so SME-listed entities. The top 100 by market cap includes the names any compliance officer already knows (Reliance Industries, TCS, HDFC Bank, Infosys, ICICI Bank, Bharti Airtel, ITC, LTI Mindtree, Sun Pharma, Wipro). The top 500 includes the operators the course draws case studies from (Zee Entertainment, IndusInd Bank, IEX, RHFL, NDTV, Nucleus Software, Swan Corp). The Reg 30(11) rumour verification obligation runs on the top 250 by market cap; the automated PIT PAN-freeze runs on the top 500 for the first phase and all listed for the second.
If you are the Company Secretary at a mid-cap or large-cap listed entity, or an in-house counsel supporting the audit committee, or an IR head managing quarterly results choreography, or a Peer-Reviewed Practising Company Secretary qualifying for the Reg 24A Secretarial Auditor mandate, this course is written for the operator you already are. Not the ICSI exam-prep tutor selling classroom hours.
Next lesson: the four chapters of LODR, how HVDLE and Chapter VA work after the January 2026 threshold hike, and the SME crossover reality check. Which chapter binds your entity today.