In short: SEBI’s consultation paper of 13 October 2026 would let monitoring agencies file issue-proceeds reports directly with the stock exchanges, so investors need not wait on an uncooperative issuer, and would require an agency for every issue regardless of size. Issuers, agencies and exchanges are affected. Comments are due by 3 November 2026; no start date is set.
Key facts
| Authority | Securities and Exchange Board of India (SEBI) |
|---|---|
| Instrument | Consultation paper: Recommendations of the Working Group for review of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015: Review of framework for monitoring and disclosure of utilization of issue proceeds |
| Issue date | 13 October 2026 |
| Effective date | Not yet fixed; SEBI’s final regulations and circulars would set commencement |
| Applies to | Issuers and listed entities, monitoring agencies and stock exchanges |
| Status | Consultation All changes below are proposals |
| Official source | https://www.sebi.gov.in/reports-and-statistics/reports/oct-2026/consultation-paper-on-recommendations-of-the-working-group-for-review-of-sebi-lodr-regulations-2015-review-of-framework-for-monitoring-and-disclosure-of-utilization-of-issue-proceeds_105242.html |
| Last verified | 15 October 2026, against the paper, the Working Group report, the consolidated ICDR and LODR Regulations and the LODR Master Circular |
Why is SEBI proposing this?
SEBI’s Working Group, chaired by Shri V S Sundaresan, is reviewing the LODR Regulations, and this paper covers Chapter I of its first report. Its starting point is that monitoring agency reports are “intended to enhance transparency, accountability and safeguarding investor interests”, so timely submission to the stock exchanges is “paramount to ensuring investor protection”.
The difficulty it identifies is one of information flow. Today the report reaches the exchange through the listed entity, and agencies have told SEBI that entities sometimes delay forwarding it, and that information not provided, information without supporting documents or an unpaid fee can hold up the agency’s own report. The Working Group’s wider aim is that an agency checking the stated objects reduces “the risk of misuse or diversion”, and that monitoring every issuance gives “a uniform oversight mechanism”. It calls the amendments “fundamentally clarificatory in nature”, aimed at “a predictable compliance framework”.
How are issue proceeds monitored today?
The ICDR Regulations, 2018 require an independent check on how raised money is spent, and the LODR Regulations, 2015 govern what the listed company then reports to the exchanges.
| Provision | What it requires today |
|---|---|
| ICDR 41(1), 137(1), 173A(1) | A registered credit rating agency monitors the use of proceeds if the issue size, “excluding the size of offer for sale by selling shareholders”, exceeds Rs 100 crore. An issue by a bank, public financial institution or insurance company is outside this. |
| ICDR 162A(1), 82(1), 262(1) | Preferential issues: Rs 100 crore. Rights issues: no size condition. SME IPOs: Rs 50 crore, with an auditor certificate under 262(5) below it. |
| ICDR 41(2) to (4) | The agency reports to the issuer “in the format specified in Schedule XI on a quarterly basis” until 100 per cent of the proceeds are utilised. The issuer submits it to the exchanges within forty five days of quarter end. |
| LODR 32 | The listed entity files a quarterly statement of deviations and variations, format in Master Circular Section III-C (Annexure-25, via the Integrated Filing (Financial)); half-yearly for SME-listed entities under 32(8). It also submits the agency’s report to the exchange within forty-five days of each quarter (32(6)). |
What would change, and for whom?
Against that background the paper would shift the filing duty from the issuer to the agency and widen who needs one. Where a listed entity does not cooperate, the agency would file anyway, on the best available information, with a “Statement of Non-Cooperation”; following feedback from SEBI’s Advisory Committee on Listing Obligations and Disclosures (ACLOD), the exchanges would display it prominently. Once complete information arrives, the agency would file a complete report within 15 days, stating that the position has been rectified. In an ordinary quarter, draft Regulation 32A would route the agency’s draft through the audit committee before it is finalised.
| Change | Would affect |
|---|---|
| The agency files directly within 45 days of quarter end (60 for the March quarter), copying the listed entity | Agencies, exchanges; listed entities would no longer submit the report |
| An agency for every issuance irrespective of size, excluding offer for sale; SME 262(5) withdrawn, 262(6) moved to half-yearly results | Issuers now below the thresholds |
| Monitoring of gross proceeds, including pre-IPO proceeds, bank-held proceeds, issue expenses and investee end use | Agencies |
| Regulation 32 renamed “Statement of utilization including variation(s), if any”, applying only to issuers exempt from an agency; 32(7A) deleted | Banks, public financial institutions and insurers; preferential and QIP issuers |
| Report format moved from Schedule XI to a circular; “on a quarterly basis” removed from sub-regulation (2) of ICDR 41, 82, 137, 162A, 173A and 262 | Agencies, issuers |
| Unpaid fees not a ground for reporting non-cooperation; whole fee may be taken in advance, unused part refunded on early termination | Agencies, issuers |
| After non-cooperation is reported, no termination or new agency until it is rectified | Issuers |
From when?
Nothing here is in force. Comments are due by 3 November 2026 through SEBI’s online form, after which SEBI would decide; the final regulations and circulars have not yet been issued. For transition, the Working Group proposes that fresh offers follow the new rules at once and entities with an agency already appointed from the next reporting quarter, while entities not required to appoint one would stay on the rules in force when they raised funds. The format of the Statement of Non-Cooperation and the information-exchange timelines are to be set by circular.
What should issuers and agencies watch?
These are our suggestions, not requirements of the paper. Issuers below Rs 100 crore could estimate agency costs, since issuers not required to appoint one today file Regulation 32 statements. Agencies and issuers could check fee and termination clauses against the proposals, and audit committees could allow time for the draft-report review within the 45 or 60 day windows. Our reading is that issue managers, who structure these offers, would build an agency appointment into every issue, since the proposal applies to all issuances. Respondents could ask how the 15 days would be counted.
Frequently asked questions
My issue is below Rs 100 crore. Would I need a monitoring agency?
Today the threshold is Rs 100 crore for Main Board IPOs, further public offers, preferential issues and QIPs, and Rs 50 crore for SME IPOs; rights issues have none. The Working Group recommends an agency for every issuance, (excluding the offer for sale); that would be a proposal until notified.
Who would send the agency report to the stock exchanges?
Today the issuer does, within 45 days of quarter end (ICDR 41(4), LODR 32(6)). The agency would file directly within 45 days, or 60 for the March quarter.
Could an agency report non-cooperation because its fee is unpaid?
The paper proposes that it could not. Non-payment would not be a ground, and agencies could instead take the whole fee in advance, refunding the unused part if the agreement ends early.
How do I comment, and by when?
By 3 November 2026 through SEBI’s online public comments form, with rationale. If the form cannot be used, email consultationcfd@sebi.gov.in with the paper’s title as the subject.
Sources (official, verified 15 October 2026)
- SEBI, consultation paper page, 13 October 2026 https://www.sebi.gov.in/reports-and-statistics/reports/oct-2026/consultation-paper-on-recommendations-of-the-working-group-for-review-of-sebi-lodr-regulations-2015-review-of-framework-for-monitoring-and-disclosure-of-utilization-of-issue-proceeds_105242.html
- SEBI, the consultation paper (PDF) https://www.sebi.gov.in/sebi_data/attachdocs/oct-2026/1791903548127.pdf
- SEBI, Working Group report https://www.sebi.gov.in/sebi_data/commondocs/oct-2026/working_group_report_lodr_p.pdf
- SEBI, ICDR Regulations, 2018 (to 21 March 2026) https://www.sebi.gov.in/legal/regulations/mar-2026/securities-and-exchange-board-of-india-issue-of-capital-and-disclosure-requirements-regulations-2018-last-amended-on-march-21-2026-_100581.html
- SEBI, LODR Regulations, 2015 (to 14 July 2026) https://www.sebi.gov.in/legal/regulations/jul-2026/securities-and-exchange-board-of-india-listing-obligations-and-disclosure-requirements-regulations-2015-last-amended-on-july-14-2026-_102974.html
- SEBI, LODR Master Circular (January 2026) https://www.sebi.gov.in/legal/master-circulars/jan-2026/master-circular-for-compliance-with-the-provisions-of-the-securities-and-exchange-board-of-india-listing-obligations-and-disclosure-requirements-regulations-2015-by-listed-entities_99432.html
- India
- SEBI
- LODR
- ICDR
- Monitoring agency
- Issue proceeds
- Consultation paper
- Capital Market Regulations
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