SEBI's second amendment regulations of 2022 reshaped RPT, material disclosures, BRSR ESG reporting and listed-company governance — here's the 2026 view.
SEBI's second amendment regulations of 2022 — across LODR, ICDR, PIT and other frameworks — set the stage for a series of disclosure, governance, and listing reforms that continue to evolve in 2026. For listed companies, intermediaries and merchant bankers, these changes have shaped how they approach related party transactions, ESG, women-director representation, and material disclosures.
Why SEBI Sharpened the Listing Framework
As Indian capital markets deepened, SEBI focused on bringing disclosure quality at par with global standards. The second amendment regulations addressed:
- Granular disclosure of material events and information.
- Stronger RPT regime to curb related-party loopholes.
- More robust independent director and audit committee oversight.
- ESG disclosures through the BRSR framework for top listed companies.
- Better protection for minority shareholders during M&A and delisting events.
Key Reforms Introduced
- Mandatory Business Responsibility and Sustainability Report (BRSR) for top listed companies, with BRSR Core for assured ESG metrics.
- Enhanced RPT framework under Regulation 23 — broader definition of related parties and tighter thresholds.
- Stricter timelines for disclosure of material events under Regulation 30.
- Improved framework for disclosure of acquisition and disposal of shares under PIT and SAST regulations.
- Refinements to ICDR — pricing of preferential issues, lock-in periods and promoter disclosures.
Implications for Listed Companies
- Material RPT thresholds now extend to subsidiary transactions, requiring board and audit committee oversight at the parent level.
- Shareholder approval for material RPTs above prescribed thresholds with stricter voting requirements.
- Quarterly and half-yearly RPT reporting in the standardised format.
- Material events disclosure timelines tightened — most disclosures within prescribed hours.
- Mandatory ESG ratings and assurance for BRSR Core for top listed entities.
What This Means in 2026
With several follow-on amendments, the framework has continued to evolve:
- Expanded BRSR Core coverage and standardised assurance methodologies.
- Greater scrutiny of promoter group cash flows and use of pledge financing.
- Stronger linkage between RPT disclosures, transfer pricing reporting and tax audit reporting.
- Continued tightening of merchant banker and intermediary obligations.
- Emerging frameworks for digital asset platforms, ESG investment products and sustainability-linked debt.
Compliance Action Items for Boards
- Review the company's RPT policy and align thresholds with the latest LODR.
- Build a real-time material event tracker to support disclosure within prescribed timelines.
- Strengthen audit committee charters and minutes around RPT and ESG oversight.
- Map BRSR Core data points to underlying ERP and HR systems for assurance readiness.
- Train independent directors on the latest disclosure expectations and red flags.
Conclusion
SEBI's second amendment regulations of 2022 catalysed a multi-year journey to global-grade disclosure and governance in Indian listed markets. For boards and CFOs in 2026, the practical agenda is to translate every amendment into checklist updates, system changes, and committee processes — and let market trust compound on the back of disciplined disclosure.
