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Clarity on LODR Regulations: SEBI’s Latest FAQs Explained

On April 23, 2025, Securities and Exchange Board of India (SEBI) released a set of Frequently Asked Questions (FAQs) to provide clarity on the recent amendments to the Listing Obligations and Disclosure Requirements (LODR) Regulations. These clarifications aim to assist listed entities in navigating the updated compliance landscape effectively. This also provides much needed clarity, on many provisions of LODR Regulations, to the Professionals.

Key Clarifications from SEBI’s April 23, 2025 FAQs on LODR Regulations

1. Disclosure of Balance Sheet and Cash Flow Statements as at the end of half year

  • Statement of Assets and Liabilities and
  • Cash flow statement shall form part of financial results for the half year.

2. Publication of QR Code in newspaper advertisement for financial results

  • It is mandatory to publish QR Code in newspaper advertisement
  • Publication of extract of financial results in newspaper is optional.

3. Calculation of tenure of Secretarial Auditor

  • Association of Secretarial Auditor before March 31, 2025 shall not be considered for calculation of tenure
  • Tenure of Secretarial Auditor shall not be for a period of less than 5 years
  • Fresh appointment needs to be done as per new provisions after April 1, 2025
  • Sole proprietorship firm shall be treated as individual Company Secretary in Practice
  • Common Secretarial Auditor can be appointed for both Listed Entity and it’s material unlisted subsidiary.

4.  Related Party

  • Related Party should be viewed under Companies Act, 2013 as well as Accounting Standards
  • No Related Party shall vote on the Resolution for approving the material RPT and subsequent modification, irrespective of the fact whether the related party has any interest or not in that Resolution.

5. Certification under Regulation 17(8)

  • It needs to be certified by CEO & CFO
  • In case the Company does not have CEO, same may be signed by the officials who hold powers, duties and responsibilities of CEO irrespective of designation.

6. Material Subsidiary

  • Listed Entity may develop a stricter criteria for determining material subsidiary in its Policy for determining material subsidiary.

7. Acquisition under Schedule III

  • Such acquisition covers all the target company i.e. whether listed or unlisted.

8. Shareholding Pattern

  • An individual or entity can be mentioned only in one category
  • Name of promoter & promoter group can only be removed after following the reclassification procedure
  • In case of deceased promoter, late should be used before his name till the transmission has been done. Post transmission name of legal heir should be mentioned and proper note should be given about transmission of shares
  • Details of whole Promoter and Promoter Group should be mentioned in Shareholding Pattern irrespective of their shareholding.

9. Financial Results

  • Financial results for last quarter can be audited or limited reviewed
  • In case of unmodified opinion, Company may submit a common declaration of unmodified opinion for standalone and consolidated results
  • Financial results shall be signed by Chairperson/ MD/ WTD or in their absence by a Director authorised by Board alongwith the documents for such authorisation

10. Forensic Audit

  • Fact of initiation of forensic audit needs to be disclosed
  • Personally identifiable information may be expunged

11. Business Responsibility and Sustainability Report (BRSR) Core

  • Assurance or assessment of BRSR can be undertaken by person having expertise in the area of sustainability
  • If assessment or assurance provider (AP) sells it’s product or offers any non audit or non assurance or non assessment services to Company or its group companies, irrespective of it being financial or non financial, it cannot undertake assurance
  • AP can undertake activities which do not pose conflict of interest
  • Internal auditor of Company or group company cannot be appointed as AP
  • Statutory auditor can be appointed as AP
  • Globally accepted assurance standards may be used by assurance provider for BRSR Core
  • Industry standard note on BRSR Core shall be followed
  • ESG disclosure for value chain is voluntary.

Conclusion

SEBI’s April 23, 2025 FAQs on LODR Regulations reflect its continued commitment to enhancing transparency, governance, and accountability among listed entities. By addressing practical concerns—ranging from the disclosure of Financials, Related Parties, tenure of Secretarial Auditors to the BRSR Core—SEBI has provided much-needed clarity for companies navigating an evolving regulatory landscape.

These clarifications not only ease implementation but also reinforce SEBI’s focus on strengthening market integrity and investor confidence. As compliance expectations grow, listed entities must remain proactive in understanding and adapting to these regulatory insights to ensure seamless alignment with SEBI’s governance framework.

Stay Compliant, Stay Ahead

If you’re part of a listed entity or advise one, now’s the time to review your internal processes in light of these clarifications.

Have questions or need help implementing these changes?
Leave a comment below—we’re here to help you decode the regulations and stay a step ahead in your governance journey.

For referring the detailed FAQs by SEBI click here.

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