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The Securities and Exchange Board of India (SEBI) issued a notification on May 17, 2024, detailing amendments to the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2024, effective from the date of their publication in the Official Gazette, are aimed at refining the regulatory framework governing listed entities in India.

SECURITIES AND EXCHANGE BOARD OF INDIA

NOTIFICATION

Mumbai, the 17th May, 2024

SECURITIES AND EXCHANGE BOARD OF INDIA (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) (AMENDMENT) REGULATIONS, 2024

No. SEBI/LAD-NRO/GN/2024/177.—In exercise of the powers conferred by section 11, sub-section (2) of section 11A and section 30 of the Securities and Exchange Board of India Act, 1992 (15 of 1992) read with section 31 of the Securities Contracts (Regulation) Act, 1956 (42 of 1956), the Board hereby makes the following regulations to further amend the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, namely:-

1. These regulations may be called the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2024.

2. They shall come into force on the date of their publication in the Official Gazette:

Provided that the amendments in Regulations 3, 17, 21(5), 25, 30 [omission of the Explanation under sub-regulation (11)], 34, 43A and 44 shall come into force with effect from December 31, 2024:

Provided further that the first list in accordance with clause (a) of sub-regulation (2) of Regulation 3 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 shall be prepared by the recognized stock exchange(s) as on December 31, 2024.

3. In the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015

I. in regulation 3,

i. sub-regulation (2) shall be substituted with the following sub-regulation, namely-

“(2) The applicability of the provisions of these regulations to a listed entity on the basis of market capitalisation shall be determined as follows:

(a) Every recognized stock exchange shall, at the end of the calendar year i.e., 31st December, prepare a list of entities that have listed their specified securities ranking such entities on the basis of their average market capitalisation from 1st July to 31st December of that calendar year.

(b) The relevant provisions shall then become applicable to a listed entity that is required to comply with such requirements for the first time (or, if applicable, required to comply after any interim period) after a period of three months from December 31 (i.e. April 1) or from the beginning of the immediate next financial year, whichever is later:

Provided that the listed entity, which is required to comply for the first time or after a period of cessation, shall put in place systems and processes for compliance with clause (f) of sub-regulation (2) of regulation 34 within a period of three months from December 31 (i.e. on or before April 1) or from the beginning of the immediate next financial year, whichever is later, and further disclose the Business Responsibility and Sustainability Report and/or assurance as per the Business Responsibility and Sustainability Report Core in the Annual Report prepared for the financial year in which systems and processes were required to be put in place in accordance with this proviso.

(c) The listed entity shall continue to comply with relevant provisions that were applicable to it based on the market capitalisation of previous year and continue(s) to remain applicable on the basis of its rank in the list prepared by recognized stock exchanges as per clause (a) of this sub-regulation.”

ii. after sub-regulation (2), the following new sub-regulations (2A) and 2(B) shall be inserted, namely-

“(2A) The provisions of these regulations, which become applicable to a listed entity on the basis of criteria of market capitalisation, shall continue to apply to such an entity unless its ranking changes in the list prepared in accordance with sub-regulation (2) of this regulation and such change results in the listed entity remaining outside the applicable threshold for a period of three consecutive years.

(2B) For such listed entities which remain outside the applicable threshold for a period of three consecutive years in terms of sub-regulation (2A) of this regulation, the provisions that apply on the basis of criteria of market capitalisation shall cease to apply at the end of the financial year following the 31st December of the third consecutive year:

Provided that for those listed entities that follow January to December as its financial year, the provisions shall cease to apply at the end of three months from 31st December of the third consecutive year (i.e. on 31st March).”

 II. in regulation 15, in sub-regulation (1A),

i. in the second proviso, the words and symbols “March 31, 2024” shall be substituted by the words and symbols, “March 31, 2025”;

ii. in Explanation (3), the words and symbols “March 31, 2024” shall be substituted by the words and symbols, “March 31, 2025;

III. in regulation 17,

i. in sub-regulation (1), in clause (a),

1. in the proviso,

A. the words, numerals and symbols “top 500 listed entities shall have at least one independent woman director by April 1, 2019 and the Board of directors of the” shall be omitted;

B. the words, numerals and symbols “by April 1, 2020” shall be omitted;

2. the Explanation shall be omitted;

ii. in sub-regulation (1), in clause (c),

1. the words, numerals and symbols “top 1000 listed entities (with effect from April 1, 2019) and the” shall be omitted;

2. the words, numerals and symbols “(with effect from April 1, 2020)” shall be omitted;

3. the Explanation shall be omitted;

iii. in sub-regulation (2A),

1. the words, numerals and symbols “top 1000 listed entities with effect from April 1, 2019 and of the” shall be omitted;

2. the words, numerals and symbols “with effect from April 1, 2020” shall be omitted;

3. in Explanation I, the numeral “I ” shall be omitted;

4. Explanation II shall be omitted;

IV. in regulation 21,

i. in sub-regulation (3C), the words “one hundred and eighty” shall be substituted by the words “two hundred and ten”;

ii. in sub-regulation (5), in clause i, the words and symbols “, determined on the basis of market capitalization as at the end of the immediate preceding financial year” shall be omitted;

 V. in regulation 25, in sub-regulation (10),

i. the words, symbols and numerals “With effect from January 1, 2022, the”, shall be substituted by the word “The”;

ii. the words, symbols and numerals “calculated as on March 31 of the preceding financial year,” shall be omitted;

VI. in regulation 26A,

i. in sub-regulation (1),

1. in the existing proviso, after the word “Provided” and before the words “that the listed entity”, the words “further” shall be inserted;

2. before the existing proviso, the following new proviso shall be inserted, namely-

“Provided that where the listed entity is required to obtain approval of regulatory, government or statutory authorities to fill up such vacancies, then the vacancies shall be filled up by the listed entity at the earliest and in any case not later than six months from the date of vacancy;”

ii. in sub-regulation (2),

1. in the existing proviso after the word “Provided” and before the words “that the listed entity”, the words “further” shall be inserted;

2. before the existing proviso, the following new proviso shall be inserted, namely-

“Provided that where the listed entity is required to obtain approval of regulatory, government or statutory authorities to fill up such vacancy, then the vacancy shall be filled up by the listed entity at the earliest and in any case not later than six months from the date of vacancy;”

VII. in regulation 29,

i. in sub-regulation (1),

1. after the words “prior intimation” and before the words “to stock exchange”, the words and symbols “of at least two working days in advance, excluding the date of the intimation and date of the meeting,” shall be inserted;

2. in clause (d),

A. after the words “by way of” and before the words “further public offer”, the words and symbols “issue of securities (excluding security receipts, securitized debt instruments or money market instruments regulated by the Reserve Bank of India), through” shall be inserted;

B. after the existing proviso, the following new proviso shall be inserted, namely-

“Provided further that intimation for determination of issue price in a qualified institutions placement is not required if such placement is done in accordance with the provisions of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018.”

3. after clause (f), the following new clauses shall be inserted, namely-

“(g) any alteration in the form or nature of any of its securities that are listed on the stock exchange or in the rights or privileges of the holders thereof;

(h) any alteration in the date on which, the interest on debentures or bonds, or the redemption amount of redeemable shares or of debentures or bonds, shall be payable.”

ii. sub-regulation (2) and the proviso shall be substituted by the following sub-regulation, namely,-

“(2) The intimation required under sub-regulation (1) shall mention the date of such meeting of board of directors.”

iii. sub-regulation (3) shall be omitted;

VIII. in regulation 30, in sub-regulation (11),-

i. after the words “The listed entity may on its” and before the words “initiative also”, the word “own” shall be omitted;

ii. in the first proviso,

1. after the words “with effect from the date”, the words “as may be” shall be omitted;

2. after the words and symbol “confirm, deny or clarify” and before the words “any reported event or information” the words and symbols “, upon the material price movement as may be specified by the stock exchanges,” shall be inserted;

3. the word “rumours” shall be substituted by the word “rumour”;

4. after the words “impending specific” and before the words “event or information”, the words “material” shall be omitted;

5. after the words “event or information” the words “in terms of the provisions of this regulation are” shall be substituted by the word “is”;

6. after the words “as soon as reasonably possible” and before the words “not later than twenty four hours”, the word “and” shall be substituted by the words “but in any case”;

7. the words “reporting of the event or information” shall be substituted by the words “trigger of material price movement”;

iii. in the second proviso, the symbol “.” shall be substituted by the symbol “:”;

iv. after the second proviso, the following new proviso shall be inserted, namely, –

“Provided further that when the listed entity confirms within twenty four hours from the trigger of material price movement, any reported event or information on which pricing norms provided under Chapter V or Chapter VI of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 or pricing norms provided under Regulation 8 or Regulation 9 of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 or pricing norms provided under Regulation 19 or Regulation 22B of the Securities and Exchange Board of India (Buy-back of Securities) Regulations, 2018 or any other pricing norms specified by the Board or the stock exchanges are applicable, then the effect on the price of the equity shares of the listed entity due to the material price movement and confirmation of the reported event or information may be excluded for calculation of the price for that transaction as per the framework as may be specified by the Board.”

v. the Explanation shall be omitted;

IX. in regulation 30, after sub-regulation (11), the following new sub-regulation shall be inserted, namely. –

“(11A) The promoter, director, key managerial personnel or senior management of a listed entity shall provide adequate, accurate and timely response to queries raised or explanation sought by the listed entity in order to ensure compliance with the requirements under sub-regulation 11 of this regulation and the listed entity shall disseminate the response received from such individual(s) promptly to the stock exchanges.”

X. in regulation 34, in sub-regulation (2), in clause (f), in Explanation-1, clause (i) shall be omitted;

XI. in regulation 43A, in sub-regulation (1), the words, symbols and numerals “(calculated as on March 31 of every financial year)” shall be omitted;

XII. in regulation 44,

i. in sub-regulation (5), the words, symbols and numerals “, determined as on March 31st of every financial year,” shall be omitted;

ii. in sub-regulation (6), the Explanation shall be omitted.

BABITHA RAYUDU, Executive Director

[ADVT.-III/4/Exty./125/2024-25]

Footnotes:

1. The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 were published in the Gazette of India on 2nd September 2015 vide No. SEBI/LAD-NRO/GN/2015-16/013.

2. The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, were subsequently amended on:

a) December 22, 2015 by the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2015 vide notification No.SEBI/LAD-NRO/GN/2015-16/27.

b) May 25, 2016 by Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2016 vide notification No. SEBI/LAD-NRO/GN/ 2016­17/001.

c) July 8, 2016 by Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Second Amendment) Regulations, 2016 vide notification No. SEBI/ LAD-NRO/GN/ 2016-17/008.

d) January 4, 2017 by Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Third Amendment) Regulations, 2016 vide notification No. SEBI/ LAD-NRO/GN/ 2016-17/025.

e) February 15, 2017 by Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2017 vide notification No. SEBI/LAD/ NRO/GN/2016-17/029.

f) March 6, 2017 by the Securities and Exchange Board of India (Payment of Fees and Mode of Payment) (Amendment) Regulations, 2017 vide Notification No. LAD-NRO/GN/2016- 17/037 read with March 29, 2017 by Securities and Exchange Board of India (Payment of Fees and Mode of Payment) (Amendment) Regulations, 2017 vide notification No. SEBI/LAD/NRO/GN/2016-17/38.

g) May 9, 2018 by the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2018 vide notification no. SEBI/LAD-NRO/GN/2018/10.

h) May 30, 2018 by the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Second Amendment) Regulations, 2018 vide notification no. SEBI/LAD-NRO/GN/ 2018/13.

i) June 1, 2018 by the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Third Amendment) Regulations, 2018 vide notification no. SEBI/LAD-NRO/GN/ 2018/21.

j) June 8, 2018 by the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Fourth Amendment) Regulations, 2018 vide  notification No. SEBI/LAD-NRO/GN/ 2018/24.

k) September 6, 2018 by the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Fifth Amendment) Regulations, 2018 vide notification No. SEBI/LAD-NRO/GN/ 2018/30.

l) November 16, 2018 by the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Sixth Amendment) Regulations, 2018 vide notification No. SEBI/LAD-NRO/GN/ 2018/47.

m) March 29, 2019 by the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2019 vide notification no. SEBI/LAD-NRO/GN/2019/07.

n) May 7, 2019 by the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Second Amendment) Regulations, 2019, vide notification No. SEBI/ LAD-NRO/GN/ 2019/12.

o) June 27, 2019 by the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Third Amendment) Regulations, 2019, vide notification no. SEBI/ LAD-NRO/GN/ 2019/22.

p) July 29, 2019 by the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Fourth Amendment) Regulations, 2019, vide notification No. SEBI/ LAD-NRO/GN/ 2019/28.

q) December 26, 2019 by the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Fifth Amendment) Regulations, 2019, vide notification No. SEBI/ LAD-NRO/GN/ 2019/45.

r) January 10, 2020 by the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2020, vide notification No. SEBI/ LAD-NRO/GN/2020/02.

s) April 17, 2020 by the Securities and Exchange Board of India (Regulatory Sandbox) (Amendment) Regulations, 2020 vide no. SEBI/LAD-NRO/GN/2020/10.

t) August 5, 2020 by the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Second Amendment) Regulations, 2020, vide  notification No. SEBI/ LAD-NRO/GN/ 2020/25.

u) October 8, 2020 by the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Third Amendment) Regulations, 2020, vide notification No. SEBI/ LAD-NRO/GN/ 2020/33.

v) January 8, 2021 by the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2021, vide notification no. SEBI/ LAD -NRO/GN/2021/02.

w) May 5, 2021 by the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Second Amendment) Regulations, 2021, vide notification No. SEBI/ LAD-NRO/GN/2021/22.

x) August 3, 2021 by the Securities and Exchange Board of India (Regulatory Sandbox) (Amendment) Regulations, 2021 vide notification no. No. SEBI/LAD-NRO/GN/2021/30.

y) August 3, 2021 by the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Third Amendment) Regulations, 2021, vide notification No. SEBI/ LAD-NRO/GN/ 2021/35.

z) August 13, 2021 by the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Fourth Amendment) Regulations, 2021, vide notification No. SEBI/ LAD-NRO/GN/2021/42.

aa) September 7, 2021 by the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Fifth Amendment) Regulations, 2021, vide notification No. SEBI/ LAD-NRO/GN/ 2021/47.

bb) November 9, 2021 by the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Sixth Amendment) Regulations, 2021, vide notification No. SEBI/ LAD-NRO/GN/ 2021/55.

cc) January 24, 2022 by the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2022, vide notification No. SEBI/LAD-NRO/GN/2022/66.

dd) March 22, 2022 by the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Second Amendment) Regulations, 2022, vide  notification No. SEBI/LAD-NRO/GN/ 2022/76.

ee) April 11, 2022 by the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Third Amendment) Regulations, 2022, vide notification No. SEBI/LAD-NRO/GN/ 2022/79.

ff) April 25, 2022 by the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Fourth Amendment) Regulations, 2022 vide notification No. SEBI/LAD-NRO/GN/ 2022/80.

gg) July 25, 2022 by the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Fifth Amendment) Regulations, 2022 vide notification No. SEBI/LAD-NRO/GN/ 2022/88.

hh) November 14, 2022 by the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Sixth Amendment) Regulations, 2022 vide notification No. SEBI/LAD-NRO/GN/ 2022/103.

ii) December 05, 2022 by the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Seventh Amendment) Regulations, 2022 vide  notification No. SEBI/LAD-NRO/GN/ 2022/109.

jj) January 17, 2023 by the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2023 vide notification No. SEBI/LAD-NRO/GN/2023/117.

kk) February 7, 2023 by the Securities and Exchange Board of India (Payment of Fees and Mode of Payment) (Amendment) Regulations, 2023 vide notification No. SEBI/LAD-NRO/GN/2023/121.

ll) June 14, 2023 by the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Second Amendment) Regulations, 2023 vide  notification No. SEBI/LAD-NRO/GN/2023/131.

mm) July 4, 2023 by the Securities and Exchange Board of India (Alternative Dispute Resolution Mechanism) (Amendment) Regulations, 2023 vide  notification No. SEBI/LAD–NRO/GN/2023/137.

nn) August 23, 2023 by the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Third Amendment) Regulations, 2023 vide notification No. SEBI/LAD-NRO/GN/ 2023/149.

oo) September 19, 2023 by the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Fourth Amendment) Regulations, 2023 vide notification No. SEBI/LAD-NRO/GN/ 2023/151.

pp) October 09, 2023 by the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Fifth Amendment) Regulations, 2023 vide notification No. SEBI/LAD-NRO/GN/2023/155.

qq) October 20, 2023 by the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Sixth Amendment) Regulations, 2023 vide notification No. SEBI/LAD-NRO/GN/2023/158.

rr) December 21, 2023 by the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Seventh Amendment) Regulations, 2023 vide notification No. SEBI/LAD-NRO/GN/2023/161.

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