SEBI Notifies LODR Second Amendment Regulations 2026: Overhauling Securities Transfer and Transmission Provisions

The Securities and Exchange Board of India has introduced significant regulatory changes through the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Second Amendment) Regulations, 2026, officially notified on 10 July 2026. These amendments bring meaningful structural changes to the existing framework governing the transfer and transmission of securities for listed entities in India.

The amendment has been issued by SEBI in exercise of its powers under:

  • Section 11 of the Securities and Exchange Board of India Act, 1992
  • Section 11A(2) of the Securities and Exchange Board of India Act, 1992
  • Section 30 of the Securities and Exchange Board of India Act, 1992

These provisions are read in conjunction with Section 31 of the Securities Contracts (Regulation) Act, 1956, collectively empowering SEBI to frame and modify regulations governing listed entities and securities markets.

Note: The amended regulations came into effect immediately upon publication in the Official Gazette, making compliance obligations applicable from 10 July 2026 itself.

Background and Regulatory History

The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 — commonly referred to as the LODR Regulations — were originally notified on 2 September 2015 vide notification No. SEBI/LAD-NRO/GN/2015-16/013. Since their introduction, these regulations have undergone several rounds of revision to align with evolving market dynamics and regulatory priorities.

The most recent amendment preceding this notification was the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2026, issued on 22 January 2026 vide notification No. SEBI/NRO-GN/2026/295.

The current notification bears the reference number SEBI/LAD-NRO/GN/2026/312 and has been issued by Amit Pradhan, Executive Director, SEBI.

Key Amendments Introduced

The Second Amendment Regulations, 2026 bring about three distinct but interrelated changes within the LODR framework. Each of these is examined in detail below.

1. Substitution of Regulation 40(7) — Procedural Requirements for Transfer and Transmission

The most substantive change introduced through this amendment relates to Regulation 40(7) of the LODR Regulations, 2015.