4 April 2025
SEBI strengthens Corporate Governance framework for SME Listed and High-Value Debt Companies
 
The Securities and Exchange Board of India (SEBI), via its notification dated 27 March 2025, introduced significant amendments to the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (LODR Regulations). These changes aim to reinforce corporate governance, enhance transparency, and impose stricter compliance requirements on entities listed on SME Exchanges and those classified as High-Value Debt Listed Entities (HVDLEs).

A gist of the important amendments to the Listing Regulations is summarized in below table:

SEBI (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2025

Sr. No. Particulars Amendment
1 Revised thresholds and governance norms for HVDLEs
  • The threshold for the applicability of corporate governance norms (Regulations 15 to 27) to entities with listed non-convertible debt securities has been increased from INR 500 crore to INR 1,000 crore.
  • Entities exceeding this threshold during a financial year will be required to comply within six months, with disclosures commencing from the third quarter post-trigger.
  • HVDLEs with listed specified securities must comply with Regulations 15 to 27.
  • LODR Regulations will continue to apply to an HVDLE until its outstanding listed debt securities remain below the prescribed threshold for three consecutive financial years.
  • A dedicated chapter on corporate governance norms for HVDLEs has been introduced.
2 Changes in Directorship Limits
  • Regulation 17A: The definition of directorship limits now includes HVDLEs in the cumulative count of listed entities.
  • Limits on committee positions have also been revised to include those held in HVDLEs.
  • A new Explanation (2) clarifies that directorships held on an ex-officio basis due to statutory requirements or contractual frameworks (in cases of public sector undertakings and public-private partnership entities) are excluded from these limits.
  • Provisions related to HVDLEs will become effective six months from 27 March 2025 or the next Annual General Meeting (AGM), whichever is later.
3 Corporate Governance Norms for SME-Listed Entities & Related Party Transactions (RPTs)
  • Effective 1 April 2025, Regulation 23 (RPTs) will be applicable to SME-listed entities with either a paid-up equity share capital exceeding INR 10 crore or a net worth exceeding INR 25 crore as of the last day of the previous financial year.
  • Entities crossing the specified thresholds will be required to comply within six months from the date of applicability.
  • Compliance with RPT provisions will continue until the entity remains below the prescribed thresholds for three consecutive financial years.
  • For SME-listed entities, an RPT will be considered material if it exceeds INR 50 crore or 10% of the annual consolidated turnover, whichever is lower, effective 1 April 2025.
Our Comments
The revised framework is expected to bolster corporate governance mechanisms, particularly for SME-listed entities and HVDLEs. Enhanced disclosure norms and a dedicated governance structure for HVDLEs will promote greater accountability and transparency. These amendments indicate SEBIs continued focus on strengthening regulatory oversight to mitigate governance risks and enhance investor confidence.
Entities impacted by these amendments should proactively assess their compliance obligations and implement necessary governance measures to align with the revised LODR Regulations.
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