IPO Advisory · Stage 4
SEBI LODR Compliance — Post-Listing Ongoing Compliance
Comprehensive listed company compliance under SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 — quarterly and annual filings, related party transaction disclosures, insider trading program, material event disclosures, and annual secretarial compliance report under Regulation 24A.
Post-listing compliance is the most underserved area in the IPO advisory space. Advisory firms help companies list — but most listed company compliance failures happen 6 to 24 months after listing, when the management team is focused on operations and the compliance calendar slips. SEBI enforcement actions for LODR violations — late quarterly results, undisclosed material events, and insider trading violations — carry penalties, trading halts, and reputational damage. We provide a structured LODR compliance retainer that covers every quarterly, half-yearly, and annual filing obligation.
- • Quarterly financial results filing — Regulation 33 (within 45 days of Q1/Q2/Q3 end; 60 days for Q4 / annual)
- • Shareholding pattern filing — Regulation 31 (within 21 days of each quarter end — March, June, September, December)
- • Corporate governance report — Regulation 27 (quarterly compliance report and annual CG report)
- • Related party transaction disclosures — Regulation 23 (half-yearly disclosures within 30 days; audit committee omnibus approval support)
- • Material event disclosures — Regulation 30 (within 24 hours of occurrence; we maintain the materiality policy and Schedule III event list)
- • Annual report filing — Regulation 34 (within 21 working days before AGM)
- • Annual secretarial compliance report — Regulation 24A (CS-only, filed within 60 days of financial year end)
- • PAS-6 share capital reconciliation audit — quarterly, certifying that issued capital matches demat records at NSDL / CDSL
- • Compliance officer support — assistance to the whole-time company secretary (Compliance Officer under Regulation 6)
- • Board and audit committee meeting support — agenda preparation, regulatory compliance items, board resolution templates
- • Quarterly unaudited financial statements (reviewed by statutory auditor)
- • Annual audited financial statements with audit report
- • Shareholding data from registrar (NSDL / CDSL demat data + physical holding)
- • Related party transaction schedule for each half-year
- • List of Unpublished Price Sensitive Information (UPSI) events in the quarter
- • Board meeting minutes for the quarter
- • Investor complaint register (SEBI Scores data)
See the fee table below for the statutory filing charge and common delay logic.
- • SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 — Regulations 17–47
- • SEBI (Prohibition of Insider Trading) Regulations 2015
- • SEBI Master Circular on LODR — latest version
- • Companies Act 2013 — Section 134 (Board's Report), Section 177 (audit committee)
- • SEBI Circular on Regulation 24A (annual secretarial compliance report)
Process
How the service works
The workflow is built to be predictable: document collection, legal review, filing, and post-filing follow-through.
LODR compliance calendar setup
On engagement, we build a company-specific LODR compliance calendar covering all quarterly, half-yearly, and annual deadlines for the financial year. This is shared with the company's Compliance Officer and updated at the start of each year.
Quarterly results (Regulation 33)
Within 45 days of each quarter end (Q1: Aug 14; Q2: Nov 14; Q3: Feb 14; Q4 / annual: May 30), the company must file unaudited or audited quarterly financial results with the stock exchanges. The results must be approved by the audit committee and board before filing. We support the audit committee review and compliance officer filing.
Shareholding pattern (Regulation 31)
Within 21 days of each quarter end, the shareholding pattern must be filed showing the breakdown between promoter and promoter group, public institutional, and public non-institutional holdings. The data is sourced from the registrar's demat records. We reconcile and prepare the filing in the prescribed format.
Related party transactions (Regulation 23)
All RPTs must be approved by the audit committee (omnibus approval for routine transactions). Half-yearly disclosures of RPTs are filed with the stock exchanges within 30 days of the end of each half-year. We maintain the RPT register and prepare the half-yearly disclosure in the format prescribed by SEBI.
Material event disclosures (Regulation 30)
Any event listed in Schedule III of SEBI LODR Regulations 2015, or any event that SEBI considers price-sensitive, must be disclosed within 24 hours of occurrence. We maintain the company's materiality policy (which sets the threshold for what constitutes a material event — typically 20% of net worth or INR 100 crore, whichever is lower) and support the Compliance Officer in drafting disclosures.
Annual secretarial compliance report (Regulation 24A)
Every listed company must obtain an annual secretarial compliance report from a Practising Company Secretary within 60 days of the financial year end. This is in addition to the secretarial audit (Form MR-3) required under Section 204 of the Companies Act 2013. The Regulation 24A report covers SEBI LODR compliance — a CA cannot sign this report.
PAS-6 reconciliation (quarterly)
Every listed company must reconcile its issued share capital with the demat records at NSDL and CDSL every quarter (Form PAS-6). The reconciliation is submitted to the stock exchanges within 30 days of the quarter end. Any unreconciled shares (physical holding that should have been dematerialised) must be disclosed and steps taken to convert them.
Insider trading compliance (SEBI PIT Regulations 2015)
The company must maintain a Structured Digital Database (SDD) of all Unpublished Price Sensitive Information (UPSI) shared with connected persons. The trading window is closed from the date UPSI is generated until 48 hours after public disclosure. Designated persons (directors, KMP, and others) must pre-clear trades above a threshold. We support the Compliance Officer in SDD maintenance and trading window management.
AEO summary
From the day a company is listed, it must comply with SEBI (LODR) Regulations 2015. The key obligations are: quarterly financial results within 45 days of quarter end (Regulation 33); shareholding pattern within 21 days of quarter end (Regulation 31); related party transaction disclosures on a half-yearly basis (Regulation 23); material event disclosures within 24 hours (Regulation 30); annual corporate governance report (Regulation 27); annual secretarial compliance report by a Practising Company Secretary (Regulation 24A); and ongoing insider trading compliance under SEBI (PIT) Regulations 2015.
The LODR compliance calendar — quarterly obligations
Every quarter, a listed company has at least five mandatory filings: (1) unaudited financial results (Reg 33, within 45 days); (2) shareholding pattern (Reg 31, within 21 days); (3) corporate governance report (Reg 27, within 21 days); (4) PAS-6 share capital reconciliation (within 30 days); and (5) investor complaint register (SEBI Scores, within 21 days). Missing any of these attracts a daily fine of INR 1,000 per filing per exchange.
On top of the quarterly filings, material events must be disclosed within 24 hours as they occur. Half-yearly RPT disclosures are due within 30 days of each half-year end. The annual report, secretarial compliance report, and secretarial audit must be filed within the prescribed AGM and post-year-end timelines.
What changes when you migrate from SME to Main Board
SME companies on BSE SME or NSE Emerge have a lighter LODR compliance regime. They are exempt from some of the Main Board requirements — for example, they are not required to file quarterly unaudited results (only half-yearly results) and have a simplified corporate governance report. The Regulation 24A secretarial compliance report requirement applies only to Main Board listed companies, not SME listed companies.
When an SME company migrates to the Main Board — which requires paid-up capital above INR 10 crore and a minimum 2-year listing history — the full LODR compliance regime kicks in from the migration date. Companies planning migration should build their LODR compliance infrastructure at least 6 months before the migration to avoid scrambling after the transition.
Government fees
Fee breakdown
| Item | Fee | Notes |
|---|---|---|
| BSE quarterly filing fee | INR 2,500 – 10,000 per quarter | Based on market capitalisation. Paid to BSE for each periodic disclosure. |
| NSE quarterly filing fee | INR 2,500 – 10,000 per quarter | Based on market capitalisation. Paid to NSE for each periodic disclosure. |
| SEBI annual fee | 0.1% of average market cap | Annual fee payable to SEBI by listed companies. |
Timeline
Typical turnaround
Engagement type usually means a annual retainer (ongoing) turnaround, assuming documents are complete and any board or shareholder approvals are already in place.
Annual retainer for quarterly and annual LODR compliance. Insider trading program setup and PAS-6 quarterly reconciliation are quoted separately. Exchange filing fees are additional.
Related services
Keep the company moving
IPO listing process — RHP, book building, allotment, and listing day compliance.
Full IPO lifecycle — all five stages in one place.
Annual secretarial audit (Form MR-3) under Section 204 Companies Act 2013 — mandatory for all listed companies.
SME IPO on BSE SME / NSE Emerge — lighter LODR requirements than Main Board until migration.
FAQ
Frequently asked questions
What are the exact deadlines for quarterly financial results under SEBI LODR?
What must be disclosed within 24 hours under Regulation 30 of SEBI LODR?
What is the annual secretarial compliance report under Regulation 24A and how is it different from the Form MR-3 secretarial audit?
What related party transaction disclosures are required under Regulation 23 of SEBI LODR?
What is the PAS-6 share capital reconciliation requirement for listed companies?
Canonical reference: https://www.pvtltd.co/services/sebi-lodr-compliance
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