Business Finance · Regulation of financial reporting of incorporated entities

SEBI LODR Financial Reporting Requirements for Listed Companies

Updated 11 October 2026 · Fact-checked

SEBI LODR means the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. They add continuing disclosure duties for listed companies on top of the Companies Act 2013: periodic financial results, shareholding patterns, related party transactions, corporate governance reports and prompt disclosure of material events. Know what is disclosed, to whom and why.

Understand SEBI Listing Regulations and Disclosure Requirements

A company that issues shares or debt to the public and lists them on a stock exchange takes money from investors it does not know. These investors cannot walk into the boardroom. They need regular, reliable information to price the securities. Disclosure rules exist to close this information gap.

The Companies Act 2013 applies to all companies, listed or not. It sets the basic framework: books of account, annual financial statements, board's report and audit. SEBI LODR applies only to entities whose securities are listed. It adds duties on how often, how fast and how much a listed company must disclose.

The main LODR themes are these:

Periodic results: unaudited or audited financial results each quarter, plus annual results, with a limited review or audit by the auditor.
Related party transactions: policy, board and audit committee approval, shareholder approval for material ones, and regular disclosure to the exchange.
Event-based disclosure: price-sensitive or material events must be reported to the exchanges promptly.
Governance and ownership: governance reports, board and committee composition, and shareholding patterns.

The logic is fairness and timeliness. If only insiders knew results or large dealings with promoters, they could profit at the expense of other investors. Public disclosure on the exchange puts everyone on the same footing.

In the IAI Business Finance paper, you are tested on purpose and broad content, not on memorising every regulation number. Expect to explain why listed companies face extra rules, compare them with the Companies Act, and apply the ideas to a short scenario. Exact deadlines and thresholds are amended from time to time, so state them as 'as prescribed by SEBI' unless the question gives them.

Key rules to remember

Core principle of listed company disclosure: Listed company duty = Companies Act duties + SEBI LODR additional duties; LODR adds to the Companies Act. It does not replace it.
Reporting frequency: Financial results: quarterly and annual (to stock exchanges); Quarterly results are reviewed by the auditor; annual results are audited. The exact time limits are set by SEBI and can change, so check the current rule.
Related party transaction control: Audit committee approval → board oversight → shareholder approval if material; Related parties cannot vote on the resolution for approval of their own material transactions. Materiality thresholds are set by SEBI.
Event disclosure: Material event → prompt disclosure to stock exchanges; Timing depends on the type of event. Say 'promptly' unless a time limit is given.
Purpose test: Disclosure aim = equal information + timely information + protection of investors; Use this to structure any 'why' answer.

How to solve SEBI Listing Regulations and Disclosure Requirements questions

Use this method for any question on SEBI LODR or on listed company disclosure.

1Identify who the entity is: listed or unlisted. If unlisted, LODR does not apply, only the Companies Act.
2Identify the type of disclosure: periodic results, related party transaction, material event, governance or shareholding.
3State the base rule under the Companies Act, then the extra LODR requirement on top.
4Name who must act: board, audit committee, auditor, shareholders, stock exchange.
5Explain the purpose in one line: equal and timely information for investors.
6Apply to the scenario in the question using its numbers, parties and dates.
7Conclude with a clear recommendation or answer and note that thresholds and time limits are as currently prescribed.

Quickest way: Four-question check

When to use it: Use for MCQs and short written parts when time is tight.

Is the company listed? If not, stop: LODR does not apply.
What is being disclosed: results, related party, event or ownership?
Who approves or reviews: audit committee, board, auditor or shareholders?
Is it to the stock exchange, and is it periodic or prompt?

Common mistakes in SEBI Listing Regulations and Disclosure Requirements

Saying LODR replaces the Companies Act for listed companies.
Both deal with reporting, so students treat them as alternatives.
Fix: Write that listed companies must follow both. LODR adds to the Companies Act.
Applying LODR to unlisted private companies.
Students remember 'disclosure rules' and forget the listing condition.
Fix: Always check whether the securities are listed before applying LODR.
Quoting exact deadlines, thresholds or regulation numbers from memory.
Students try to show detail, but SEBI amends these rules often.
Fix: Use the figures given in the question. Otherwise say 'within the time prescribed by SEBI' and focus on the principle.
Treating related party transactions as banned.
The word 'related' suggests wrongdoing.
Fix: They are permitted but controlled: approval by independent oversight, shareholder approval when material, and disclosure.
Confusing the auditor's roles on quarterly and annual results.
Students assume every set of results is fully audited.
Fix: Remember quarterly results get a limited review, while annual results are audited.
Giving only a list of disclosures without the reason.
Students memorise content but skip the 'why' marks.
Fix: Add one sentence linking each disclosure to investor protection and the information gap.

Worked examples

Example 1

Explain why a listed company has more reporting obligations than an unlisted company, and name two additional obligations under SEBI LODR.

Show the solution

Listed companies raise money from the public, who are outside investors with no access to internal information.
Without regular disclosure, insiders could trade on private information, and outside investors could misprice the shares.
So SEBI requires continuing disclosure on top of the Companies Act, to give equal and timely information.
Two additional obligations: first, financial results every quarter and for the year, filed with the stock exchanges; second, disclosure and control of related party transactions, with audit committee approval and shareholder approval where material.

Answer: Listed companies need extra rules because public investors rely on disclosed information. Under SEBI LODR they must publish quarterly and annual results and control and disclose related party transactions, in addition to Companies Act duties.

Example 2

A listed company wants to sell goods to a firm owned by its promoter. The deal is above the materiality threshold prescribed by SEBI. Describe the approval and disclosure process.

Show the solution

The promoter's firm is a related party, so this is a related party transaction.
Under LODR, the audit committee must first review and approve it, with only independent directors deciding where required.
Because the deal is above the material threshold, it also needs shareholder approval by resolution.
Related parties cannot vote on that resolution.
The company must then disclose related party transactions to the stock exchange as required, in its periodic filings.
The purpose is to stop value being moved to insiders at the expense of other shareholders.

Answer: The deal is allowed, but needs audit committee approval, shareholder approval with related parties abstaining because it is material, and disclosure to the exchange.

Exam tips

Always start by checking whether the entity is listed. Many MCQ traps depend on this.
Write 'Companies Act plus LODR' when comparing. Examiners reward the idea that the rules stack.
Do not quote exact thresholds or days unless the question gives them. Say 'as prescribed by SEBI'.
In scenario questions, name the party who approves, such as audit committee, board or shareholders, and the purpose, which is investor protection.
Link the topic to governance: the audit committee and independent directors are the main safeguards in LODR.

Practice questions from Regulation of financial reporting of incorporated entities

SEBI Listing Regulations and Disclosure Requirements in other exams

The same ground in other exams, if you are preparing for more than one or want another angle on it.

SEBI Listing Regulations and Disclosure Requirements: frequently asked questions

What is the difference between the Companies Act and SEBI LODR disclosures?

The Companies Act applies to all companies and sets the base framework for accounts, audit and the board's report. SEBI LODR applies only to listed entities and adds more frequent and faster disclosure, such as quarterly results and event reporting. Listed companies must follow both.

Do listed companies have to file quarterly results?

Yes. Listed companies file financial results with the stock exchanges every quarter, and annual results as well. The time limit is set by SEBI and may be amended, so check the current regulation if you need the exact period.

Why are related party transactions disclosed?

Related parties, such as promoters or their firms, could deal with the company on terms that favour them. Approval and disclosure rules let independent directors and other shareholders check that terms are fair. The aim is to protect minority investors.

How much detail of SEBI LODR do I need for the IAI exam?

Focus on purpose, main categories of disclosure, who approves what and how LODR differs from the Companies Act. You are unlikely to need regulation numbers. Use figures from the question and avoid quoting thresholds from memory.