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SEBI Plan to Raise HVDLE Threshold to ₹5,000 Crore

28 October 20251 min read
BANKING & FINANCESEBI Plan to RaiseHVDLE Thresholdto ₹5,000 Crore28 October 2025safalsetu.com

Why in the news

An October 2025 consultation paper seeks lighter governance rules for High Value Debt-Listed Entities.

Key facts

  • HVDLEs list NCDs above a set value; framework added in September 2021 under Regulation 3(1)(ca) of LODR 2015.
  • Current rule: ₹1,000 crore and above, mandatory from 1 April 2025; 137 entities in FY25.
  • Duties resemble equity-listed firms: committees, secretarial reports, independent directors, whistle-blowing.

Proposed tweaks

AreaChange
Material subsidiaryUse turnover, not income
Director above 75Special shareholder approval
Court or regulator nomineesNo shareholder approval
Committee vacancies3 months to fill
Intra-group transfersNo shareholder approval
Compliance reportsFlexible SEBI timeline replaces 21 days
RPT disclosuresDropped from periodic reports
  • Boards must explain recommendations.
  • Clearer rules on secretarial auditors.
  • Debenture trustee NOCs for RPTs remain.

Exam angle

  • Numbers: ₹1,000 to ₹5,000 crore; 137 to 48.
  • Benefit: lower compliance cost, more private placements.

Test yourself

1. What threshold of outstanding listed NCDs did SEBI propose for classifying an HVDLE in its October 2025 consultation paper?

The threshold would rise from ₹1,000 crore to ₹5,000 crore.

2. If SEBI's HVDLE proposal is adopted, how many entities would remain HVDLEs, down from 137?

The count would fall from 137 to 48, around 64% lower.

3. Under the proposal, special shareholder approval would be needed for a director above what age?

The proposal requires special approval if a director is above 75 years.