LODR (Listing Obligations and Disclosure Requirements)
LODR refers to the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, which prescribed the obligations of listed companies regarding continuous disclosures, corporate governance practices, investor relations, and the conditions of their listing agreement with stock exchanges.
SEBI issued the LODR Regulations in September 2015, consolidating and replacing five earlier circulars and the equity listing agreement that had governed the obligations of listed companies since the early 2000s. The LODR Regulations brought uniformity across equity and debt securities listed on recognised stock exchanges and codified disclosure obligations that had previously been scattered across multiple instruments. The stated objective was to ensure that investors had timely access to accurate and complete information to make informed decisions and that listed companies operated within defined governance standards.
Continuous disclosure obligations under LODR were structured into time-based categories. Certain events required disclosure within 24 hours of their occurrence — these included board meeting outcomes, board-approved financial results, material litigation, regulatory orders, default on payment obligations, changes in key managerial personnel, and any other event deemed material. Other disclosures, such as shareholding patterns, related-party transactions, corporate governance reports, and business responsibility reports, had specified periodic deadlines (quarterly, semi-annual, or annual).
The materiality framework under LODR underwent significant tightening with SEBI's 2023 amendments, which responded to market observations that companies were disclosing material events with delays or classifying events as immaterial to avoid timely disclosure. The amendments introduced a mandatory quantitative materiality threshold (2 percent of turnover, net worth, or profit before tax, subject to a minimum absolute threshold), created an obligation to disclose events within 30 minutes of the conclusion of the board meeting or decision, and required companies to have a board-approved policy for determining materiality.
Board composition and governance requirements under LODR were comprehensive. Listed entities were required to maintain specified proportions of independent directors (at least one-third of the board, or at least half if the chairperson was an executive director), mandatory board committees (Audit Committee, Nomination and Remuneration Committee, Stakeholder Relationship Committee), and, for top-500 listed entities by market capitalisation, a Risk Management Committee. Independent directors' qualifications, the limit on directorships, and cooling-off periods for independence were all defined.
The 2023 amendments also addressed related-party transactions (RPTs) significantly. All material RPTs above defined thresholds required prior shareholder approval (not merely audit committee approval), with independent directors and public shareholders voting on such transactions without the promoter or interested party being eligible to vote. This shareholder empowerment on RPTs was a major governance enhancement in response to observed instances of value transfer from listed companies to promoter-controlled entities through non-arm's-length transactions.