Compliance officers waste months answering a question that should take five minutes: which chapter of LODR binds my entity today? The confusion is not the compliance officer's fault. LODR was written with equity-listed entities as the primary audience; debt-listed entities were added later; HVDLE was inserted in March 2025 and the threshold moved twice within twelve months. The applicability picture in August 2026 is not what a Company Secretary trained in 2022 was taught.
This lesson decodes it.
The applicability map
| Your entity has listed | Primary chapter | Overlays that may apply |
|---|---|---|
| Equity shares only | Chapter IV (equity) | None |
| Equity + NCD below HVDLE threshold | Chapter IV + Chapter V (debt continuing disclosures) | None |
| Equity + NCD at Rs 5,000 crore or more | Chapter IV + Chapter V + Chapter VA HVDLE | Yes (dual regime) |
| NCD only, below Rs 5,000 crore | Chapter V only | Sec 15(1A) HVDLE not triggered |
| NCD only, at Rs 5,000 crore or more | Chapter V + Chapter VA HVDLE | Chapter VA governance obligations |
| NCRPS (non-convertible redeemable preference shares) | Chapter VI | None unless also equity or HVDLE debt |
| Perpetual debt (AT1 bonds) | Chapter VII | Continuing disclosures under Reg 71 |
| Securitised debt (SPDE) | Chapter VIII | Post 2nd Amend 2025 (29 April 2025) expanded SPDE disclosures |
| MF / InvIT / REIT units | Chapter IX / X (product-specific) | Their own SEBI Regulations layer on top |
Chapter IV, the equity chapter
Chapter IV covers Regs 15 through 44. These are the obligations most compliance officers know: board composition (Reg 17), Audit Committee (Reg 18), NRC (Reg 19), SRC (Reg 20), Risk Management Committee (Reg 21, top 1,000), material subsidiary governance (Reg 24), secretarial audit (Reg 24A), IDs (Reg 25), CG report (Reg 27), disclosure of holdings by promoters (Reg 29), material events (Reg 30), RPTs (Reg 23), financial results (Reg 33), annual report and BRSR (Reg 34), meetings and voting (Regs 44, 44A).
The Reg 15(2) small-company exemption applies within Chapter IV. If you fit the exemption, Regs 17-27 do not bind you. Reg 30 material events, Reg 33 financials and Reg 34 annual report still do.
Chapter V, the pure debt chapter
Chapter V covers Regs 49 through 62. If your entity has only listed non-convertible debt securities (or NCRPS through Chapter VI, or perpetual debt through Chapter VII), the Chapter IV corporate-governance provisions do not apply unless the entity is also equity listed or an HVDLE. Reg 52 sets semi-annual financial results for pure debt entities (not quarterly). Reg 51 sets continuing disclosures with the Debenture Trustee interface. The bar for a pure debt-listed entity is materially lower than for an equity-listed entity.
Chapter VA, HVDLE governance
Chapter VA (Regs 62A through 62Q) was inserted by the LODR Amendment 2025 gazetted 27 March 2025 and modified by the LODR Amendment 2026 gazetted 22 January 2026 [L2-C1]. It applies to any listed entity with outstanding listed non-convertible debt above the HVDLE threshold. That threshold has moved:
- Original 2021 framework: Rs 500 crore, with comply-or-explain sunset extensions through 31 March 2025.
- 27 March 2025 amendment: Rs 1,000 crore, with hard rules from 1 April 2025. Approximately 137 entities in scope.
- 22 January 2026 amendment: Rs 5,000 crore. Approximately 48 entities in scope. Roughly 89 entities dropped out of Chapter VA.
Chapter VA obligations mirror Chapter IV substantively but with modified thresholds and applicable dates. Board composition (Reg 62B), committees (Reg 62C), IDs (Reg 62D), material subsidiary (Reg 62E), and (after the January 2026 amendment) RPTs (Reg 62K read with Reg 23) apply. If your entity is a pure debt-listed HVDLE, this is your primary governance regime. If your entity is equity + HVDLE debt, both Chapter IV and Chapter VA apply and you must reconcile the two.
Transition question for 2026. If your entity was HVDLE under the March 2025 rules but drops out under the January 2026 threshold hike, do the FY26 Chapter VA obligations you have already started running (secretarial audit, board composition changes, committee reconstitution) continue for FY26? The January 2026 amendment does not answer this cleanly. SEBI is expected to issue a follow-up circular in Q1 FY27 clarifying the transition. Until then, this course reads the position conservatively as continuing the FY26 obligations you started running under the March 2025 rules, and picking up the FY27 lighter regime from 1 April 2026. Watch for the circular.
The SME crossover reality check
SME-listed entities on BSE SME or NSE Emerge historically enjoyed a lighter LODR regime. The LODR Amendment 2025 dated 27 March 2025 extended Reg 23 RPT provisions to SME entities that cross either of the Reg 15(2) thresholds (Rs 10 crore paid-up equity OR Rs 25 crore net worth) as on the last day of the previous FY. Six-month compliance window from breach.
Practical consequence for an SME operator. You now need a Reg 23-compliant RPT policy, audit committee prior approval workflow for every RPT (no de minimis), and shareholder approval for material RPTs. The Schedule XII slab-based materiality applies (10 percent up to Rs 20,000 crore turnover; you are almost certainly in the first slab, so 10 percent of your consolidated turnover). You need an RPT Master Register and the audit committee backup papers per the ISF Industry Standards notified 26 June 2025 [L2-C2].
Whether the March 2025 amendment also extends Regs 17-22 (board composition, committees) and Regs 24-27 (subsidiary governance, IDs, secretarial audit, CG report) to SMEs breaching the threshold is not textually clear. The SEBI FAQ file dated April 2025 hosted at sebi.gov.in is the interpretive document; read it before advising a specific SME on the scope of applicability. This course flags this as a MANUAL VERIFY item in the research doc and does not commit to the wider reading.
The small-company exemption in operation
Reg 15(2)(a) of LODR: the compliance with the corporate governance provisions specified in Regs 17 to 27, clauses (b) to (i) of sub-regulation (2) of Reg 46 and para C, D and E of Sch V shall not apply to a listed entity having paid-up equity share capital not exceeding Rs 10 crore AND net worth not exceeding Rs 25 crore as on the last day of the previous financial year [L2-C3]. Both conditions must be met simultaneously. Breaching either threshold triggers full CG compliance within 6 months.
Reg 15(2)(b) sets the exit rule: where CG provisions have become applicable, they continue to apply until both the equity share capital and net worth reduce and remain below the specified limits for three consecutive financial years. Shrinking back out of the regime is deliberately hard.
The Reg 15(1A) HVDLE threshold in operation
Reg 15(1A) applies HVDLE Chapter VA to entities with outstanding listed non-convertible debt securities above the current threshold (Rs 5,000 crore after 22 January 2026). "Outstanding" means the aggregate outstanding book value of all listed NCDs issued by the entity. Include public issues, private placements, and any NCDs listed on either BSE or NSE regardless of whether traded. Exclude convertible debt (which is treated under equity), commercial paper (which is not listed), and unlisted bilateral loans.
The calculation is done as on 31 March of each financial year based on the outstanding book value at that date. If your outstanding listed NCD exceeded Rs 5,000 crore on 31 March 2026, your entity is HVDLE for FY 2026-27 regardless of whether the balance drops below the threshold during the year.
Reading your applicability in five minutes
Sit at a table with your Company Secretary and answer these five questions in order:
- Do you have any listed securities? Equity, NCD, NCRPS, perpetual debt, securitised debt, MF units, InvIT units, REIT units. If yes, LODR applies at some level.
- Do you have listed equity? If yes, Chapter IV applies (subject to Reg 15(2) exemption).
- Is your entity SME listed only, and does it cross Rs 10 crore paid-up equity OR Rs 25 crore net worth? If yes, Reg 23 kicks in from 1 April 2025 (six-month window from breach).
- Do you have outstanding listed NCD of Rs 5,000 crore or more as on 31 March last year? If yes, Chapter VA HVDLE applies for the current FY.
- Do you fit the Reg 15(2) exemption (paid-up equity Rs 10 crore or less AND net worth Rs 25 crore or less on the last day of the previous FY)? If yes and you are pure equity-listed with no debt-listed HVDLE overlay, Regs 17-27 do not apply. If no, full Chapter IV applies.
Next lesson: the amendment sprint. Eight LODR amendments and five PIT amendments between June 2023 and January 2026. Which ones changed the operating framework and which ones you can safely ignore.