Applicability of corporate governance provisions as per the SEBI LODR

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Discussion is on SEBI LODR changes after introduction of Chapter VA for HVDLEs. It asks whether Regulations 16-27 still apply or Chapter VA overrides them, and whether compliance is required if an entity temporarily crosses 5,000 crore threshold during a financial year.

SREENATH P.

SREENATH P. (Querist)
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10 April 2026 I would appreciate some guidance on the recent changes to the SEBI Listing Regulations.
Prior to the introduction of Chapter VA, most debt-listed entities, particularly those classified as High Value Debt Listed Entities (HVDLEs), were complying with Regulations 16 to 27 relating to corporate governance.
With the introduction of Chapter VA, which is specifically applicable to listed Non-Convertible Debt Securities (NCDs), I have a couple of queries:
1. Are Regulations 16 to 27 still applicable to HVDLEs, or does Chapter VA now fully govern their compliance requirements?
2. In a situation where a company qualified as a High Value Listed Entity during part of the last quarter of FY 2026–27, but subsequently falls below the revised threshold of Rs. 5,000 crore, would it still be required to comply with filings such as the Corporate Governance Report and Related Party Transaction disclosures for the quarter/year ending March?
Any insights or clarifications from professionals or those who have dealt with similar situations would be greatly appreciated.

Thank you in advance

Aashok Kumar Sharma

Aashok Kumar Sharma (Expert)
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10 April 2026 Post introduction of Chapter VA in SEBI LODR, High Value Debt Listed Entities (HVDLEs) are primarily governed by Chapter VA provisions instead of Regulations 16–27, unless they also have listed equity. Further, if an entity qualifies as an HVDLE during any part of the financial year, it is required to comply with applicable corporate governance and disclosure requirements for that period, even if it subsequently falls below the threshold of ₹5,000 crore.

In compliance, timing matters — even one quarter of crossing the threshold can lock you into full-year obligations.

• Chapter VA now governs debt-listed entities (HVDLEs)
• Reg. 16–27 not applicable unless equity listed
• Threshold crossing = compliance triggered
• Even if later falls below → no escape for that period

SREENATH P.

SREENATH P. (Querist)
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10 April 2026 Before the introduction of Chapter VA, the heading of Chapter IV was the same as it is presently, i.e., “Applicable to specified securities and non-convertible debentures.” However, in practice, debt (only) listed entities were complying with these requirements. Further, it appears that no specific amendments have been made in Chapter IV to clarify that these provisions are not applicable to debt-only listed entities.

Following the introduction of Chapter VA, it appears that there is no explicit clarification stating that Regulations 15 to 27 of Chapter IV are no longer applicable (please correct us if our understanding is incorrect).

Further, pursuant to the proviso to Regulations 15(1AA) and 62C(2) of the SEBI (LODR) Regulations, my understanding is that Regulations 15 to 27 of Chapter IV and Chapter VA are not applicable to the entity from the date of the notification.

In this regard, it would be grateful if you could kindly clarify whether filings for the quarter ending March-such as the corporate governance report and secretarial compliance report-are still required to be complied with.

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