VKVikash Khanal

SME LODR toolkit

Three checks an SME-listed company runs often: is this event material under Regulation 30, does Regulation 23 apply and is this related party transaction material, and what fine does a late filing attract.

Rules as on 6 October 2026

₹ crore, from the last audited consolidated financial statements (standalone if there are no subsidiaries).

Ignored in the test if negative
Losses as negative; absolute values are averaged
Order, contract, claim, penalty, etc. Leave empty to see the threshold only
Only matters if Reg 23 applied to you earlier
Aggregate of all transactions with the party during the year
For 6(1)/7(1): date the post fell vacant beyond the allowed period
Leave empty if still pending (counts to today)

Regulation 30: the quantitative materiality test

Events in Para B of Part A of Schedule III (orders and contracts, litigation, fines, capacity changes and the like) must be disclosed if material. Regulation 30(4)(i)(c), inserted in June 2023, makes an event material if its value or expected impact exceeds the lowest of: 2% of turnover, 2% of net worth (dropped if net worth is negative), and 5% of the average of the absolute value of profit or loss after tax over the last three years, all from the last audited consolidated financial statements. It applies to SME-listed companies as it does to main board companies. An event below the threshold can still be material on the qualitative tests, and Para A events are disclosed without a materiality test.

Regulation 23 for SME-listed companies

SME-listed companies were exempt from Regulation 23 until the LODR (Third Amendment) Regulations, 2024. Under the amended Regulation 15(2)(b), Regulation 23 now applies to an SME-listed entity whose paid-up equity capital exceeds ₹10 crore or net worth exceeds ₹25 crore on the last day of the previous financial year, and continues until both stay below those limits for three consecutive financial years. A related party transaction is material for an SME if, with earlier transactions with the same party in the year, it exceeds the lower of ₹50 crore and 10% of annual consolidated turnover. The scale-based limits introduced for main board companies do not apply to SMEs.

Fines for late LODR filings

Under SEBI's standard operating procedure, exchanges levy fixed fines: ₹5,000 a day for late financial results (Reg 33) or RPT disclosures (Reg 23(9)); ₹2,000 a day for the shareholding pattern (Reg 31) or annual report (Reg 34); ₹1,000 a day for Reg 6(1), 7(1), 13(3) and 32(1); and ₹10,000 an instance for late prior intimation of board meetings (Reg 29(2)/(3)), record date (Reg 42) and voting results (Reg 44(3)). GST at 18% is added. Unpaid fines lead to a freeze of the promoter group's holdings, and repeated default to suspension of trading.

Sources: SEBI LODR Regulations, 2015 as amended (sebi.gov.in); SEBI (LODR) (Third Amendment) Regulations, 2024 (12 Dec 2024); SEBI Master Circular for stock exchanges, SOP chapter; NSE guidance note on SEBI SOP circular (updated 4 May 2026). Checked 6 Oct 2026.

Common questions

Are the Reg 30 numbers standalone or consolidated?

Consolidated, from the last audited financial statements. A company without subsidiaries uses its standalone figures.

Does the Reg 23 threshold include past transactions with the same party?

Yes. Materiality is tested on the aggregate of all transactions with that related party during the financial year, including the one proposed.

Is GST payable on SOP fines?

Exchanges add 18% GST to the fine amount in their notices. Pay the total shown in the notice and keep the receipt for the compliance file.

Can a fine be waived?

Exchanges have a policy for waiver applications in limited cases, such as delays caused by technical glitches or circumstances outside the company's control. Apply promptly with evidence; the fine continues to be shown as outstanding until decided.