Circular for implementation of recommendations of the Expert Committee for - 31st December 2024 - Securities and Exchange Board of India - Gazette Notification PDF

CIRCULAR SEBI/HO/CFD/CFD-PoD-2/CIR/P/2024/185 December 31, 2024 To, All listed entities that have listed their specified securities All Recognized Stock Exchanges All Depositories The Institute of Company Secretaries of India (ICSI) Madam / Sir, Sub: Implementation of recommendations of the Expert Committee for facilitating ease of doing business for listed entities 1. The recommendations of the Expert Committee1 that was set up to inter-alia review the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“LODR Regulations” or “LODR”) from the point of view of facilitating ease of doing business for listed entities were approved by the SEBI Board and amendments to the LODR Regulations have been published in the Gazette of India on December 13, 2024 (link). 2. Consequently, this circular is being issued to give effect to certain recommendations of the Expert Committee and carry out consequential changes to the provisions of SEBI Master Circular dated November 11, 2024, on compliance with the LODR Regulations by listed entities (“Master Circular”), the details of which are given in the subsequent paragraphs. Integrated Filing 3. In order to facilitate ease of filing and compliance for listed entities, it has been decided to introduce Integrated Filing, in terms of regulation 10(1A) of the LODR Regulations, for the following Governance and Financial related periodic filings required under the LODR, which shall be applicable for the filings to be done for the quarter ending 31st December 2024 and thereafter: 1 Expert Committee for facilitating ease of doing business and harmonization of the provisions of the ICDR and LODR Regulations. The report of the Expert Committee can be accessed here. Page 1 of 44Sr. No. Regulation / Periodic Filing Revised Timeline Frequency circular Integrated Filing (Governance) 1. 13(3) Statement on redressal Within 30 days of the end of Quarterly of investor grievances the quarter. 2. 27(2)(a) Compliance Report on Quarterly Corporate Governance Integrated Filing (Financial) 3. 23(9) Disclosure of Related Within 45 days of the end of Half Yearly Party Transactions the quarter & 60 days from (RPTs) end of the last quarter & 4. Reg. 30 r/w Quarterly disclosure of financial year. Quarterly section V-B outstanding default on of the Master loans / debt securities Circular 5. 32(1) Statement of Deviation Quarterly and Variation 6. 33(3) Financial results Quarterly The format of quarterly Integrated Filing i.e., Integrated Filing (Governance) and Integrated Filing (Financial) is given in Annexure 1 to this circular. 4. The timeline for quarterly Integrated Filing shall be as follows: a. Integrated Filing (Governance): within 30 days from the end of the quarter; b. Integrated Filing (Financial): within 45 days from the end of the quarter, other than the last quarter, and 60 days from the end of the last quarter and the financial year. In this regard, the first quarterly Integrated Filing i.e., Integrated Filing (Governance) and Integrated Filing (Financial) which is applicable for the quarter ending December 31, 2024, may be filed within a period of 45 days from the end of the quarter. 5. The following material events / information shall be disclosed on a quarterly basis in the format specified as part of the Integrated Filing (Governance): a. Acquisition of shares or voting rights by listed entities in an unlisted company, aggregating to 5% or any subsequent change in holding exceeding 2% in terms of the provisions of Para A(1) of Part A of Schedule III of LODR. b. Imposition of fine or penalty which are lower than the monetary thresholds specified under Para A(20) of Part A of Schedule III of LODR. Page 2 of 44c. Updates on ongoing tax litigations or disputes in terms of the provisions of Para B(8) of Part A of Schedule III of LODR read with the corresponding provisions of Annexure 18 of the Master Circular. 6. In terms of the provisions of Regulation 23(2) of LODR, details of ratification of RPTs are required to be disclosed along with the half-yearly disclosures of RPTs. Accordingly, the value of ratified RPTs shall be disclosed in the format specified for disclosure of RPTs as part of the Integrated Filing (Financial) (refer Table D under the format for quarterly Integrated Filing (Financial) given in Annexure 1). Secretarial Auditor 7. Clause (a) of regulation 24A(1A) of the LODR Regulations inter-alia states that a person shall be eligible for appointment as a Secretarial Auditor of the listed entity only if such person is a Peer Reviewed Company Secretary and has not incurred any of the disqualifications as specified by the Board. Accordingly, disqualifications for appointment or continuation of a Secretarial Auditor of the listed entity is given in Annexure 2 of this circular. 8. Further, as per regulation 24A(1B) of the LODR, a Secretarial Auditor appointed under the regulations shall provide to the listed entity only such other services as are approved by the board of directors but which shall not include any services as specified by SEBI in this behalf. Accordingly, the services that a Secretarial Auditor cannot render to the listed entity are specified in Annexure 3 of this circular. 9. The Institute of Company Secretaries of India (ICSI) may bring the contents of this circular to the notice of all its members, including Practising Company Secretaries (PCS). Guidelines for disclosure of Employee Benefit Scheme related documents 10. Regulation 46(2)(za) of the LODR requires listed entities to disclose Employee Benefit Scheme Documents, excluding commercial secrets and such other information that would affect competitive position, framed in terms of SEBI (SBEB) Regulations, 20212. Further, redaction of information from such documents shall be approved by the board of directors and shall be in compliance with guidelines as may be specified by SEBI. 2 SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 Page 3 of 4411. Listed entities shall, therefore, comply with the following requirements for disclosure of Employee Benefit Scheme Documents in terms of regulation 46(2)(za) of the LODR: a. The scheme document shall be uploaded on the website of the listed entity after obtaining shareholder approval as required under SEBI (SBEB) Regulations, 2021. b. The documents uploaded on the website shall mandatorily have minimum information to be disclosed to shareholders as per SEBI (SBEB) Regulations, 2021. c. The rationale for redacting information from the documents and the justification as to how such redacted information would affect competitive position or reveal commercial secrets of the listed entity shall be placed before the board of directors for consideration and approval. The secretarial compliance report issued by a Peer Reviewed Company Secretary under regulation 24A(2) of the LODR Regulations shall include a confirmation on compliance with the aforesaid requirements by the listed entity. Single Filing System 12. The facility of single filing by listed entities has already been put in place by BSE and NSE w.e.f. October 1, 2024, beginning with the filing of statement on redressal of investor grievances under regulation 13(3) of the LODR Regulations and subsequently extended to corporate governance report under regulation 27(2), reconciliation of share capital audit report and disclosure of voting results under regulation 44(3). Details of other filings to be brought under the single filing system shall be communicated by Stock Exchanges from time to time. System driven disclosure of certain filings 13. Stock Exchanges, in consultation with SEBI, shall specify the process, procedure and timelines for system driven disclosure of the following filing / disclosure requirements applicable to listed entities under the LODR Regulations: Sr. No. Regulation Filing 1. Regulation 31(1)(b) of LODR Shareholding Pattern 2. Regulation 30(6) r/w sub-para 3 New rating(s) or revision in ratings of para A of part A of schedule III of LODR Page 4 of 44Changes to the Master Circular 14. In order to give effect to certain recommendations of the Expert Committee, changes have been carried out to the provisions of the Master Circular as detailed in Annexure 4 of this circular. Major changes to the Master Circular include the following: a. The formats for corporate governance report, financial results, statement of deviation, RPT etc. have been deleted as relevant formats have been incorporated in Annexure 1 of this circular as part of the new Integrated Filing. b. Introduction of fines for non-compliance with the timelines specified in regulation 31A(3)(a) of the LODR for reclassification of promoter / promoter group entity as public. c. Changes to the provisions relating to Group Governance Unit in order to bring in clarity. d. Annexure 18A of the Master Circular on timelines for disclosure of material events / information shall stand substituted by Annexure 5 to this circular. 15. The Recognized Stock Exchanges and Depositories are directed to: a. bring the contents of this circular to the notice of the all the stakeholders; b. put in place necessary systems and infrastructure for monitoring and implementation of this circular. 16. This Circular is issued in exercise of the powers conferred under Section 11(1) of the Securities and Exchange Board of India Act, 1992 read with regulations 101 and 102 of the LODR Regulations. 17. This Circular is available at www.sebi.gov.in under the link “Legal->Circulars”. Yours faithfully, Raj Kumar Das Deputy General Manager Corporation Finance Department Policy and Development – 2 +91-22-26449253 rajkd@sebi.gov.in ***** Page 5 of 44Annexure 1 FORMAT FOR QUARTERLY INTEGRATED FILING (GOVERNANCE) A. Compliance Report on Corporate Governance to be submitted by a listed entity on a quarterly basis 1. Name of the Listed Entity: 2. Quarter ending: I. Composition of Board of Directors Title Name of PAN$ Category Initial Date Date of Re- Date of Tenure* Date of No. of No. of No. of No. of post of (Mr the & DIN (Chairperson of appointment Cessation Birth directorship Independent memberships Chairperson in . / Director /Executive/Non- Appointment in listed Directorship in Audit/ Audit/ Ms) Executive/in entities in listed Stakeholder Stakeholder dependent/ including entities Committee(s) Committee Nominee) & this listed including including this held in listed entity this listed listed entity entities entity including this [with (Refer listed entity reference to [with Regulation Regulation reference to 26(1) of the (Refer 17A] proviso to LODR Regulation regulation Regulations) 26(1) of the 17A(1)] & LODR reg. 17A(2)] Regulations) Whether Regular chairperson appointed Whether Chairperson is related to managing director or CEO Page 6 of 44$PAN number of any director would not be displayed on the website of Stock Exchange &Category of directors means executive/non-executive/independent/Nominee. If a director fits into more than one category write all categories separating them with hyphen * to be filled only for Independent Director. Tenure would mean total period from which Independent director is serving on Board of directors of the listed entity in continuity without any cooling off period. II. Composition of Committees Name of Committee Whether Regular Name of Category Date of Date of chairperson appointed Committee (Chairperson/Executive/Non- Appointment Cessation members Executive/independent/ Nominee) & 1. Audit Committee 2. Nomination & Remuneration Committee 3. Risk Management Committee (if applicable) 4. Stakeholders Relationship Committee &Category of directors means executive/non-executive/independent/Nominee. if a director fits into more than one category write all categories separating them with hyphen III. Meeting of Board of Directors Date(s) of Meeting in Whether Number of Number of Date(s) of Meeting in Maximum gap between any two the relevant quarter requirement of Directors independent the previous quarter consecutive meetings (in number of days) Quorum met* present* directors present* Yes / No * to be filled in only for the current quarter meetings Page 7 of 44IV. Meeting of Committees Name of the Date(s) of Whether Number of Number of Date(s) of Maximum gap Committee meeting of the requirement of Directors independent meeting of the between any two committee in Quorum met present* directors present* committee in consecutive meetings the relevant (details)* the previous in number of days** quarter quarter Yes / No * to be filled in only for the current quarter meetings ** This information has to be mandatorily be given for audit committee and Risk Management Committee, for rest of the committees giving this information is optional V. Affirmations 1. The composition of Board of Directors is in terms of SEBI (Listing obligations and disclosure requirements) Regulations, 2015. 2. The composition of the following committees is in terms of SEBI (Listing obligations and disclosure requirements) Regulations, 2015 a. Audit Committee b. Nomination & remuneration committee c. Stakeholders relationship committee d. Risk management committee (applicable to the top 1000 listed entities, voluntary for entities ranked 1001 to 2000) 3. The committee members have been made aware of their powers, role and responsibilities as specified in SEBI (Listing obligations and disclosure requirements) Regulations, 2015. 4. The meetings of the board of directors and the above committees have been conducted in the manner as specified in SEBI (Listing obligations and disclosure requirements) Regulations, 2015. 5. This report and/or the report submitted in the previous quarter has been placed before Board of Directors. Any comments/observations/advice of Board of Directors may be mentioned here: Name & Designation Company Secretary / Compliance Officer / Managing Director / CEO / CFO Note: Information at Table I and II above need to be necessarily given in 1st quarter of each financial year. However, if there is no change of information in subsequent quarter(s) of that financial year, this information may not be given by the listed entity and instead a statement “same as previous quarter” may be given. Page 8 of 44B. INVESTOR GRIEVANCE REDRESSAL REPORT Investor Grievance Redressal Report No. of investor complaints pending at the beginning of Quarter No. of investor complaints received during the Quarter No. of investor complaints disposed off during the Quarter No. of investor complaints those remaining unresolved at the end of the Quarter C. DISCLOSURE OF ACQUISITION OF SHARES OR VOTING RIGHTS IN UNLISTED COMPANIES The details of acquisition of shares or voting rights in unlisted companies during the quarter in terms of sub-para 1 of para A of Part A of Schedule III are given below: S. Name of the unlisted Date of Aggregate holding (% % shares or voting Aggregate holding (% No. company in which shares acquisition shares or voting rights) as rights acquired shares or voting rights) or voting rights have at the end of the previous during the quarter as at the end of the been acquired quarter quarter Page 9 of 44D. DISCLOSURE OF IMPOSITION OF FINE OR PENALTY The details of imposition of fine or penalty during the quarter in terms of sub-para 20 of para A of Part A of Schedule III are given below: S. Name of Nature and details Date of receipt of direction or Details of the Impact on financial, No. the of the action(s) order, including any ad-interim violation(s)/ operation or other activities authority taken or order(s) or interim orders, or any other contravention(s) of the listed entity, passed communication from the committed or alleged to quantifiable in monetary authority be committed terms to the extent possible E. DISCLOSURE OF UPDATES TO ONGOING TAX LITIGATIONS OR DISPUTES The updates on tax litigations or disputes in terms of sub-para 8 of para B of Part A of Schedule III read with corresponding provisions of Annexure 18 of the Master Circular are given below: S. Name of the Date of initiation of the Status of the litigation / dispute as Current status of the No. opposing party litigation / dispute per last disclosure litigation / dispute Page 10 of 44F. DISCLOSURE OF LOANS / GUARANTEES / COMFORT LETTERS / SECURITIES ETC. (applicable only for half-yearly filings i.e., 2nd and 4th quarter) HALF YEAR ENDING - ……………… I. Disclosure of Loans / guarantees / comfort letters / securities etc. refer note below (A) Any loan or any other form of debt advanced by the listed entity directly or indirectly to: Entity Aggregate amount advanced during six months Balance outstanding at the end of six months Promoter or any other entity controlled by them Promoter Group or any other entity controlled by them Directors (including relatives) or any other entity controlled by them KMPs or any other entity controlled by them (B) Any guarantee/ comfort letter (by whatever name called) provided by the listed entity directly or indirectly, in connection with any loan(s) or any other form of debt availed by: Entity Type (guarantee, comfort letter etc.) Aggregate amount of issuance during Balance outstanding at the end of six months six months (taking into account any invocation) Promoter or any other entity controlled by them Promoter Group or any other entity controlled by them Directors (including relatives) or any other entity controlled by them KMPs or any other entity controlled by them (C) Any security provided by the listed entity directly or indirectly, in connection with any loan(s) or any other form of debt availed by: Page 11 of 44Entity Type of security (cash, Aggregate value of security provided Balance outstanding at the end of six shares etc.) during six months months Promoter or any other entity controlled by them Promoter Group or any other entity controlled by them Directors (including relatives) or any other entity controlled by them KMPs or any other entity controlled by them II. Affirmations: All loans (or other form of debt), guarantees, comfort letters (by whatever name called) or securities in connection with any loan(s) (or other form of debt) given directly or indirectly by the listed entity to promoter(s), promoter group, director(s) (including their relatives), key managerial personnel (including their relatives) or any entity controlled by them are in the economic interest of the company. Name & Designation CEO / CFO Note 1. These disclosures shall exclude any loan (or other form of debt), guarantee / comfort letter (by whatever name called) or security provided in connection with any loan or any other form of debt; a) by a government company to/ for the Government or government company b) by the listed entity to/for its subsidiary [and joint-venture company] whose accounts are consolidated with the listed entity. c) by a banking company or an insurance company; and d) by the listed entity to its employees or directors as a part of the service conditions 2. If the Listed Entity would like to provide any other information, the same may be indicated as Para D in the above table. Page 12 of 44G. AFFIRMATIONS ON COMPLIANCE REQUIREMENTS FOR AGM (applicable only for the first half-year filing i.e., 2nd quarter) I Affirmations Regulation Number Compliance status (Yes/No/NA)refer note below Copy of the annual report including balance sheet, profit and loss account, directors report, 46(2) corporate governance report, BRSR & BRSR core, if applicable, displayed on website Presence of Chairperson of Audit Committee at the Annual General Meeting 18(1)(d) Presence of Chairperson of the nomination and remuneration committee at the annual general 19(3) meeting Presence of Chairperson of the Stakeholder Relationship committee at the annual general 20(3) meeting Disclosure of the Secretarial Audit Report of the listed entity and the material subsidiaries in the 24A(1) Annual Report Compliance with the conditions laid down for Secretarial Auditor or the person signing the 24A(1A), 24A(1B), Secretarial Compliance Report 24A(1C) Submission of Annual Secretarial Compliance Report 24A(2) Whether “Corporate Governance Report” disclosed in Annual Report 34(3) read with para C of Schedule V Note 1 In the column “Compliance Status”, compliance or non-compliance may be indicated by Yes/No/N.A. For example, if the Board has been composed in accordance with the requirements of LODR Regulations, "Yes" may be indicated. 2 If status is “No” details of non-compliance may be given here. 3 If the Listed Entity would like to provide any other information the same may be indicated here. Name & Designation Company Secretary / Compliance Officer / Managing Director / CEO / CFO Page 13 of 44H. WEBSITE AFFIRMATIONS (applicable only for Annual Filing i.e., 4th quarter) I. Disclosure on website in terms of LODR Regulations Item Compliance status If Yes provide link to (Yes/No/NA)refer note below website. If No / NA provide reasons As per regulation 46(2) of the LODR: a) Details of business aa) Memorandum of Association and Articles of Association ab) Brief profile of board of directors including directorship and full-time positions in body corporates b) Terms and conditions of appointment of independent directors c) Composition of various committees of board of directors d) Code of conduct of board of directors and senior management personnel e) Details of establishment of vigil mechanism/ Whistle Blower policy f) Criteria of making payments to non-executive directors g) Policy on dealing with related party transactions h) Policy for determining ‘material’ subsidiaries i) Details of familiarization programmes imparted to independent directors j) email address for grievance redressal and other relevant details k) Contact information of the designated officials of the listed entity who are responsible for assisting and handling investor grievances l) Financial results m) Shareholding pattern n) Details of agreements entered into with the media companies and/or their associates o) (i) Schedule of analyst or institutional investor meet (ii) Presentations prepared by the listed entity for analysts or institutional investors meet, post earnings or quarterly calls prior to beginning of such events. oa) Audio recordings, video recordings, if any, and transcripts of post earnings or quarterly calls, by whatever name called, conducted physically or through digital means Page 14 of 44p) New name and the old name of the listed entity q) Advertisements as per regulation 47(1) r) Credit rating or revision in credit rating obtained s) Separate audited financial statements of each subsidiary of the listed entity in respect of a relevant financial year t) Secretarial Compliance Report u) Materiality Policy as per Regulation 30(4) v) Disclosure of contact details of KMP who are authorized for the purpose of determining materiality as required under regulation 30(5) w) Disclosures under regulation 30(8) x) Statements of deviation(s) or variations(s) as specified in regulation 32 y) Dividend distribution policy as specified in regulation 43A(1) z) Annual return as provided under section 92 of the Companies Act, 2013 za) Employee Benefit scheme documents framed in terms of SEBI (SBEB) Regulations, 2021  Confirmation that the above disclosures are in a separate section as specified in regulation 46(2)  Compliance with regulation 46(3) with respect to accuracy of disclosures on the website and timely updation I. AFFIRMATIONS W.R.T. COMPLIANCE WITH CORPORATE GOVERNANCE PROVISIONS (applicable only for Annual Filing i.e., 4th quarter) II Annual Affirmations Particulars Regulation Number Compliance status (Yes/No/NA)refer note below Independent director(s) have been appointed in terms of specified 16(1)(b) criteria of ‘independence’ and/or ‘eligibility’ Board composition 17(1), 17(1A), 17(1C), 17(1D) & 17(1E) Meeting of Board of directors 17(2) Quorum of Board meeting 17(2A) Review of Compliance Reports 17(3) Plans for orderly succession for Appointments 17(4) Page 15 of 44Code of Conduct 17(5) Fees/compensation 17(6) Minimum Information 17(7) Compliance Certificate 17(8) Risk Assessment & Management 17(9) Performance Evaluation of Independent Directors 17(10) Recommendation of Board 17(11) Maximum number of directorships 17A Composition of Audit Committee 18(1) Meeting of Audit Committee 18(2) Role of Audit Committee and information to be reviewed by the audit 18(3) committee Composition of nomination & remuneration committee 19(1) & (2) Quorum of Nomination and Remuneration Committee meeting 19(2A) Meeting of nomination & remuneration committee 19(3A) Role of Nomination and Remuneration Committee 19(4) Composition of Stakeholder Relationship Committee 20(1), 20(2)and 20(2A) Meeting of stakeholder relationship committee 20 (3A) Role of Stakeholders Relationship Committee 20(4) Composition and role of risk management committee 21(1),(2),(3),(4) Meeting of Risk Management Committee 21(3A) Quorum of Risk Management Committee meeting 21(3B) Gap between the meetings of the Risk Management Committee 21(3C) Vigil Mechanism 22 Policy for related party Transaction 23(1), (1A), (5) ,(6),& (8) Prior or Omnibus approval of Audit Committee for all related party 23(2), (3) transactions Approval for material related party transactions 23(4) Disclosure of related party transactions on consolidated basis 23(9) Composition of Board of Directors of unlisted material Subsidiary 24(1) Other Corporate Governance requirements with respect to subsidiary of 24(2),(3),(4),(5) & (6) listed entity Alternate Director to Independent Director 25(1) Maximum Tenure 25(2) Appointment, Re-appointment or removal of an Independent Director 25(2A) through special resolution or the alternate mechanism Page 16 of 44Meeting of independent directors 25(3) & (4) Familiarization of independent directors 25(7) Declaration from Independent Director 25(8) & (9) Directors and Officers insurance 25(10) Confirmation with respect to appointment of Independent Directors who 25(11) resigned from the listed entity Memberships in Committees 26(1) Affirmation with compliance to code of conduct from members of Board 26(3) of Directors and Senior management Personnel Policy with respect to Obligations of directors and senior management 26(2) & 26(5) Approval of the Board and shareholders for compensation or profit 26(6) sharing in connection with dealings in the securities of the listed entity. Vacancies in respect Key Managerial Personnel 26A(1) & 26A(2), 26A(3) Note 1. In the column “Compliance Status”, compliance or non-compliance may be indicated by Yes/No/N.A. For example, if the Board has been composed in accordance with the requirements of LODR Regulations, "Yes" may be indicated. Similarly, in case the Listed Entity has no related party transactions, the words “N.A.” may be indicated. 2. If status is “No” details of non-compliance may be given here. 3. If the Listed Entity would like to provide any other information the same may be indicated here. III Affirmations: The Listed Entity has approved the Material Subsidiary Policy and the Corporate Governance requirements with respect to the subsidiary of Listed Entity have been complied. Name & Designation Company Secretary / Compliance Officer / Managing Director / CEO / CFO Page 17 of 44FORMAT FOR QUARTERLY INTEGRATED FILING (FINANCIAL) A. FINANCIAL RESULTS Formats for unaudited / audited quarterly financial results i.e., Statement of Profit and Loss and the unaudited / audited half-yearly balance sheet to be submitted by listed entities shall be as per the formats for balance sheet and statement of profit and loss (excluding notes and detailed sub- classification) as prescribed in Schedule III to the Companies Act, 2013, as amended from time to time. Listed banking and insurance companies shall follow the formats as prescribed under the respective Acts / Regulations and / or as specified by the sectoral regulators. While publishing the quarterly financial results, listed entities shall also publish the figures relating to the periods as mentioned in para 5 of section III-A of SEBI Master Circular dated November 11, 2024. B. STATEMENT ON DEVIATION OR VARIATION FOR PROCEEDS OF PUBLIC ISSUE, RIGHTS ISSUE, PREFERENTIAL ISSUE, QUALIFIED INSTITUTIONS PLACEMENT ETC. Statement on deviation / variation in utilisation of funds raised Name of listed entity Mode of Fund Raising Public Issues / Rights Issues / Preferential Issues / QIP / Others Date of Raising Funds Amount Raised Report filed for Quarter ended Monitoring Agency applicable / not applicable Monitoring Agency Name, if applicable Is there a Deviation / Variation in use of funds Yes / No raised Page 18 of 44If yes, whether the same is pursuant to change in terms of a contract or objects, which was approved by the shareholders If Yes, Date of shareholder Approval Explanation for the Deviation / Variation Comments of the Audit Committee after review Comments of the auditors, if any Objects for which funds have been raised and where there has been a deviation, in the following table Original Object Modified Object, if any Original Modified Funds Amount of Remarks if Allocation allocation, Utilised Deviation/Variation any if any for the quarter according to applicable object Deviation or variation could mean: (a) Deviation in the objects or purposes for which the funds have been raised or (b) Deviation in the amount of funds actually utilized as against what was originally disclosed or (c) Change in terms of a contract referred to in the fund raising document i.e. prospectus, letter of offer, etc. Name of Signatory Designation Page 19 of 44C. FORMAT FOR DISCLOSING OUTSTANDING DEFAULT ON LOANS AND DEBT SECURITIES S. No. Particulars in INR crore 1. Loans / revolving facilities like cash credit from banks / financial institutions A Total amount outstanding as on date B Of the total amount outstanding, amount of default as on date 2. Unlisted debt securities i.e. NCDs and NCRPS A Total amount outstanding as on date B Of the total amount outstanding, amount of default as on date 3. Total financial indebtedness of the listed entity including short-term and long-term debt Page 20 of 44D. FORMAT FOR DISCLOSURE OF RELATED PARTY TRANSACTIONS (applicable only for half-yearly filings i.e., 2nd and 4th quarter) Additional disclosure of related party transactions - applicable only in case the related party transaction relates to loans, inter-corporate deposits, advances or investments made or given by the listed entity/subsidiary. These details need to be disclosed only once, during the reporting period when such transaction was undertaken. Value of the related Value of party Value of Details of the Type of the related transaction transaction In case monies party (listed related party In case any financial as during the are due to entity party transaction indebtedness is incurred approved reporting either party as Details of the loans, inter-corporate deposits, /subsidiary) Details of the counterparty transaction ratified by to make or give loans, by the period a result of the advances or investments entering into (see Note the audit inter-corporate deposits, audit (see Note transaction the 5) committee advances or investments committee 6c) (see Note 1) transaction (see Note (see Note 6b) 6a) S. No Purpose for which Nature the Relationship Nature of Cost (loan/ funds of the indebtedness advance/ will be Name PAN Name PAN counterparty Opening Closing (loan/ issuance (see Tenure inter- Interest Tenure Secured/ utilised with the listed balance balance Rate (%) unsecured of debt/ any Note corporate by the entity or its other etc.) 7) deposit/ ultimate subsidiary investment recipient of funds (end- usage) Tota l (of Note 6b) Page 21 of 44Notes: 1. The details in this format are required to be provided for all transactions undertaken during the reporting period. However, opening and closing balances, including commitments, to be disclosed for existing related party transactions even if there is no new related party transaction during the reporting period. 2. Where a transaction is undertaken between members of the consolidated entity (between the listed entity and its subsidiary or between subsidiaries), it may be reported once. 3. Listed banks shall not be required to provide the disclosures with respect to related party transactions involving loans, inter-corporate deposits, advances or investments made or given by the listed banks. 4. For companies with financial year ending March 31, this information has to be provided for six months ended September 30 and six months ended March 31. Companies with financial years ending in other months, the six months period shall apply accordingly. 5. Each type of related party transaction (for e.g. sale of goods/services, purchase of goods/services or whether it involves a loan, inter-corporate deposit, advance or investment) with a single party shall be disclosed separately and there should be no clubbing or netting of transactions of same type. However, transactions with the same counterparty of the same type may be aggregated for the reporting period. For instance, sale transactions with the same party may be aggregated for the reporting period and purchase transactions may also be disclosed in a similar manner. There should be no netting off for sale and purchase transactions. Similarly, loans advanced to and received from the same counterparty should be disclosed separately, without any netting off. 6. In case of a multi-year related party transaction: a. The aggregate value of such related party transaction as approved by the audit committee shall be disclosed in the column “Value of the related party transaction as approved by the audit committee”. b. The value of the related party transaction ratified by the audit committee shall be disclosed in the column “Value of the related party transaction ratified by the audit committee”. c. The value of the related party transaction undertaken in the reporting period shall be reported in the column “Value of related party transaction during the reporting period”. 7. "Cost" refers to the cost of borrowed funds for the listed entity. Page 22 of 448. PAN will not be displayed on the website of the Stock Exchange(s). 9. Transactions such as acceptance of fixed deposits by banks/NBFCs, undertaken with related parties, at the terms uniformly applicable /offered to all shareholders/ public shall also be reported. E. STATEMENT ON IMPACT OF AUDIT QUALIFICATIONS (FOR AUDIT REPORT WITH MODIFIED OPINION) SUBMITTED ALONG- WITH ANNUAL AUDITED FINANCIAL RESULTS (Standalone and Consolidated separately) (applicable only for Annual Filing i.e., 4th quarter) Statement on Impact of Audit Qualifications for the Financial Year ended March 31, ........ (See regulation 33 of the SEBI (LODR) Regulations, 2015) Audited Figures Adjusted Figures I. (as reported before (audited figures after Sl. adjusting for qualifications) adjusting for Particulars qualifications) No. 1. Turnover / Total income - - 2. Total Expenditure - - 3. Net Profit/(Loss) - - 4. Earnings Per Share - - 5. Total Assets - - Page 23 of 446. Total Liabilities - - 7. Net Worth - - 8. Any other financial item(s) (as felt appropriate by the - - management) II. Audit Qualification (each audit qualification separately): a. Details of Audit Qualification: b. Type of Audit Qualification: Qualified Opinion / Disclaimer of Opinion / Adverse Opinion c. Frequency of qualification: Whether appeared first time / repetitive / since how long continuing d. For Audit Qualification(s) where the impact is quantified by the auditor, Management's Views: e. For Audit Qualification(s) where the impact is not quantified by the auditor: (i) Management's estimation on the impact of audit qualification: (ii) If management is unable to estimate the impact, reasons for the same: (iii) Auditors' Comments on (i) or (ii) above: III. Signatories: • CEO/Managing Director • CFO • Audit Committee Chairman • Statutory Auditor Place: Date: ***** Page 24 of 44Annexure 2 DISQUALIFICATIONS FOR A SECRETARIAL AUDITOR 1. For the purpose of Regulation 24A(1A) of the LODR Regulations, the following persons shall not be eligible to be appointed / continue as a Secretarial Auditor of the listed entity, namely: — a) a body corporate other than a limited liability partnership registered under the Limited Liability Partnership Act, 2008; b) an officer or employee of the listed entity; c) a person who is a partner, or who is in the employment, of an officer or employee of the listed entity; d) a person who, or his relative or partner— i. is holding security of or interest in the listed entity or its subsidiary, or of its holding or associate entity or a subsidiary of such holding entity to which the listed entity is also a subsidiary, of face value exceeding one lakh rupees; ii. is indebted to the listed entity, or its subsidiary, or its holding or associate entity or a subsidiary of such holding entity to which the listed entity is also a subsidiary, in excess of five lakh rupees; or iii. has given a guarantee or provided any security in connection with the indebtedness of any third person to the listed entity, or its subsidiary, or its holding or associate entity or a subsidiary of such holding entity to which the listed entity is also a subsidiary, in excess of one lakh rupees; e) a person or a firm who, whether directly or indirectly, has business relationship with the listed entity, or its subsidiary, or its holding or associate entity or subsidiary of such holding entity; Explanation I — For the purposes of this clause, the term “business relationship” shall be construed as any transaction entered into for a commercial purpose, except - i. commercial transactions which are in the nature of professional services permitted to be rendered by a secretarial auditor or secretarial audit firm under the Companies Act, 2013, Securities and Exchange Board of India Act, 1992, Companies Secretaries Act, 1980, and the rules or the regulations made under those Acts; ii. commercial transactions which are in the ordinary course of business of the company at arm’s length price - like sale of products or services to the secretarial auditor, as customer, in the ordinary course of business, by companies engaged in the business of telecommunications, airlines, hospitals, hotels and such other similar businesses. Explanation II — For the purpose of this clause, the term “directly or indirectly” shall mean, — i. in case of an individual, either himself or through his relative or any other person connected or associated with such individual or through any other entity, whatsoever, in which such individual has significant influence or control, or whose name or trade mark or brand is used by such individual; Page 25 of 44ii. in case of a firm, either itself or through any of its partners or through its parent, subsidiary or associate entity or through any other entity, whatsoever, in which the firm or any partner of the firm has significant influence or control, or whose name or trade mark or brand is used by the firm or any of its partners. f) a person whose relative is a director or is in the employment of the listed entity as a director or key managerial personnel; g) a person who is in full time employment elsewhere or a person or a partner of a firm holding appointment as its secretarial auditor, if such persons or partner is at the date of such appointment or reappointment holding appointment as secretarial auditor of 15 or more than 15 companies; h) a person who has been convicted by a court of an offence involving fraud and a period of ten years has not elapsed from the date of such conviction; i) a person who, directly or indirectly, renders any service prohibited under sub- regulation (1B) of regulation 24A to the listed entity or its holding or its subsidiary entities. ***** Page 26 of 44Annexure 3 SERVICES NOT TO BE RENDERED BY THE SECRETARIAL AUDITOR 1. For the purpose of Regulation 24A(1B) of the LODR Regulations, a secretarial auditor appointed under the LODR regulations, shall not provide any of the following services (whether such services are rendered directly or indirectly) to the listed entity, or its holding entity or subsidiary entity, namely: i. internal audit; ii. design and implementation of any compliance management system, information system, policy framework, systems or processes for compliance; iii. investment advisory services; iv. investment banking services; v. rendering of outsourced compliance management, record keeping & maintenance services; vi. management services; and vii. any other kind of services as may be specified from time to time. Explanation:- The term “directly or indirectly” shall include rendering of services by the secretarial auditor, — iii. in case of secretarial auditor being an individual, either himself or through his relative or any other person connected or associated with such individual or through any other entity, whatsoever, in which such individual has significant influence or control, or whose name or trade mark or brand is used by such individual; iv. in case of secretarial auditor being a firm, either itself or through any of its partners or through its parent, subsidiary or associate entity or through any other entity, whatsoever, in which the firm or any partner of the firm has significant influence or control, or whose name or trade mark or brand is used by the firm or any of its partners. ***** Page 27 of 44Annexure 4 CHANGES TO SEBI MASTER CIRCULAR DATED NOVEMBER 11, 2024 Chapter / section Existing provision Changes proposed to the Revised provision of the Master Circular number and para existing provision number of the Master Circular Changes pursuant to implementation of Integrated Filing Chapter II, Section 1. The applicability of the corporate To be omitted as it will [***] II-B and Annexures governance provisions of the LODR become part of Integrated 3, 4, 5 and 6 Regulations i.e., regulations 17 to 27 Filing (Governance). and certain provisions of regulation 46 Therefore, Section II-B and Schedule V, is specified in along with Annexures 3-6 to regulation 15(2) of the LODR be omitted. Regulations. 2. In terms of regulation 27(2) of LODR Regulations, the listed entity is required to submit a quarterly compliance report on corporate governance in the format specified by the Board from time to time, to recognised Stock Exchange(s). 3. Accordingly, the submission of compliance report on Corporate Governance shall be as under: a) Annexure 3 – on quarterly basis b) Annexure 4 – at the end of the financial year c) Annexure 5 – at the end of 6 months from the close of financial year Page 28 of 44Chapter / section Existing provision Changes proposed to the Revised provision of the Master Circular number and para existing provision number of the Master Circular d) Annexure 6 – on a half yearly basis. 4. Listed entities shall submit the compliance report on corporate governance as per the formats specified above. In case of non- applicability of the corporate governance provisions, the listed entity shall submit a declaration to that effect, duly signed by the compliance officer or the chief executive officer accompanied by a certificate from a PCA or a PCS, to the Stock Exchange(s), at the beginning of every financial year. Chapter III, Section 3. Therefore, the formats for unaudited / The formats shall be as 3. Therefore, listed entities shall follow the formats III-A, Para 3 audited quarterly financial results i.e., specified in Integrated Filing specified in Integrated Filing (Financial). Statement of Profit and Loss and the (Financial). unaudited / audited half-yearly balance sheet to be submitted by listed entities shall be as per the formats for balance sheet and statement of profit and loss (excluding notes and detailed sub- classification) as prescribed in Schedule III to the Companies Act, 2013, as amended from time to time. Listed banking and insurance companies shall follow the formats as prescribed under the respective Acts / Regulations and Page 29 of 44Chapter / section Existing provision Changes proposed to the Revised provision of the Master Circular number and para existing provision number of the Master Circular / or as specified by the sectoral regulators. Chapter III, Section 8. The financial results published in the Reference to the regulations 8. The detailed financial results published in the III-A, Para 8 newspapers in terms of regulation to be updated based on the newspapers in terms of regulation 47(1) of the 47(1)(b) of the LODR Regulations shall be recent amendments. LODR Regulations shall be in the format as in the format as specified in Annexure 9 to specified in Annexure 9 to this circular. The banking this circular. The banking and insurance and insurance companies may include additional companies may include additional disclosures, if any, specified by the sectoral disclosures, if any, specified by the regulators. sectoral regulators. Chapter III, Section 18. Therefore, every listed entity shall Reference to be given to the 18. Therefore, every listed entity shall submit the III-A, Para 18 and submit the Statement on Impact of Audit format specified in Statement on Impact of Audit Qualifications, for Annexure 12 Qualifications, for audit report with Integrated Filing (Financial). audit report with modified opinion, in the format modified opinion, in the format specified at Annexure 12 to be omitted. specified in Integrated Filing (Financial). The Annexure 12 to this circular. The management of the listed entity shall have the option management of the listed entity shall have to explain its views on the audit qualifications. The the option to explain its views on the audit recognized stock exchange(s) shall review the qualifications. The recognized stock aforesaid statement in terms of regulation 95 of the exchange(s) shall review the aforesaid LODR Regulations and monitor it as part of its statement in terms of regulation 95 of the regular monitoring as specified in regulation 97 of LODR Regulations and monitor it as part the LODR Regulations. of its regular monitoring as specified in regulation 97 of the LODR Regulations. Chapter III, Section 2. Accordingly, listed entities shall make Reference to be given to the 2. Accordingly, listed entities shall make RPT III-B, para 2 and RPT disclosures in the format specified in format specified in disclosures in the format specified in Integrated Annexure 13 Annexure 13 to this circular. Integrated Filing (Financial). Filing (Financial). Annexure 13 to be omitted. Page 30 of 44Chapter / section Existing provision Changes proposed to the Revised provision of the Master Circular number and para existing provision number of the Master Circular Chapter III, Section 2. A common format for such reporting will Reference to be given to the 2. A common format for such reporting will aid the III-C, para 2, 3 & 4 aid the monitoring of the end use of issue format specified in monitoring of the end use of issue proceeds raised and Annexure 14 proceeds raised by listed entities through Integrated Filing (Financial). by listed entities through public issue, rights issue, public issue, rights issue, preferential Annexure 14 to be omitted. preferential issue, QIP etc. by Stock Exchanges. issue, QIP etc. by Stock Exchanges. Hence, for the purpose of compliance with Hence, for the purpose of compliance with regulations 32(1), 32(2) and 32(3) of the LODR regulations 32(1), 32(2) and 32(3) of the Regulations, listed entities shall follow the format LODR Regulations, listed entities shall specified in Integrated Filing (Financial). follow the format specified at Annexure 14 to this circular. 3. The salient features of the format are 3. The salient features of the format are as under: as under: 3.1) Applicability: The format shall be applicable for 3.1) Applicability: The format shall be funds raised by listed entities through public issue, applicable for funds raised by listed rights issue, preferential issue, QIPs etc. entities through public issue, rights issue, preferential issue, QIPs etc. 3.2) Frequency of Disclosure: The disclosure to the Stock Exchange(s) shall be made by listed entities 3.2) Frequency of Disclosure: The Timeline to be omitted. The on quarterly as part of the Integrated Filing disclosure to the Stock Exchange(s) shall timeline for Integrated Filing (Financial) until such funds are fully utilised or the be made by listed entities on quarterly (Financial) would be purpose for which these proceeds were raised has basis along with the declaration of applicable. been achieved. financial results (within 45 days of end of each quarter / 60 days from the end of the 3.3) Role of the Audit Committee: The statement of last quarter of the financial year) until such deviation report shall be placed before audit funds are fully utilised or the purpose for committee of the listed entity for review on quarterly which these proceeds were raised has basis and after such review, the comments of audit been achieved. committee along with the report shall be …. Page 31 of 44Chapter / section Existing provision Changes proposed to the Revised provision of the Master Circular number and para existing provision number of the Master Circular disclosed/submitted to the stock exchange, as part of the format. In cases where the listed entity is not required to have an audit committee under the provisions of LODR Regulations or the Companies Act, 2013, the word ‘Audit Committee’ shall be replaced with ‘Board of Directors’. 4. A NIL report shall be submitted by listed To be omitted. [***] entities that do not have any deviation or variation in the funds raised. Chapter V, Section 5.2 Disclosures specified in the table The format for quarterly 5.2 Disclosures specified in the table below shall be V-B, Para 5.2 below shall be made by listed entities, if disclosure of outstanding made by listed entities, if on the last date of any on the last date of any quarter: default on loans / debt quarter: a. Any loan including revolving securities has been made a. Any loan including revolving facilities like facilities like cash credit from part of the Integrated Filing cash credit from banks / financial institutions banks / financial institutions where (Financial). Therefore, the where the default continues beyond 30 days the default continues beyond 30 existing timeline mentioned or days or in the circular to be omitted. b. There is any outstanding debt security under b. There is any outstanding debt default. security under default. ….. S. Particulars in INR N crore The above disclosure shall be made o. within 7 days from the end of each 1. Loans / revolving facilities like cash credit quarter. from banks / financial institutions A Total amount outstanding as on date Page 32 of 44Chapter / section Existing provision Changes proposed to the Revised provision of the Master Circular number and para existing provision number of the Master Circular B Of the total amount outstanding, amount of default as on date 2. Unlisted debt securities i.e. NCDs and NCRPS A Total amount outstanding as on date B Of the total amount outstanding, amount of default as on date 3. Total financial indebtedness of the listed entity including short-term and long-term debt The above disclosure shall be part of the quarterly Integrated Filing (Financial) of the listed entity. Changes required for implementation of System driven disclosure of certain filings Chapter II, Section 6. All listed entities shall also disclose The provision needs to be 6. All listed entities shall also ensure disclosure of II-A para 6 of the details pertaining to foreign ownership modified to take into account details pertaining to foreign ownership limits Master Circular. limits indicating the board approved system driven disclosure of indicating the board approved limits and limits and utilization in the format shareholding pattern. utilization in the format prescribed in Table VI of prescribed in Table VI of Annexure 2 Annexure 2 to this circular. to this circular. Chapter II, Section 8.3 The Depositories shall provide the Under system driven 8.3 The Depositories shall provide the shareholding II-A para 8.3 of the shareholding data to listed entities in the disclosure, data needs to be data to listed entities and / or Stock Exchanges in Master Circular. requisite categorization as specified in made available by the requisite categorization as specified in this this Section. depositories to Stock Section. Exchanges also as dissemination would happen at the Stock Exchanges’ end after obtaining necessary Page 33 of 44Chapter / section Existing provision Changes proposed to the Revised provision of the Master Circular number and para existing provision number of the Master Circular confirmations from the listed entity. Chapter II, Section 9. Listed entities shall disclose the The provision needs to be 9. Listed entities shall ensure disclosure of the II-A para 9 of the shareholding pattern in the formats modified to take into account shareholding pattern in the formats specified above Master Circular. specified above for the purpose of system driven disclosure of for the purpose of compliance with regulation compliance with regulation 31(1)of the shareholding pattern. 31(1)of the LODR Regulations. LODR Regulations. Changes pursuant to other recommendations of the Expert Committee Chapter VII, Regulation 31A(3)(a) Rs. 5,000 Fines to be imposed for non- Regulation 31A(3)(a)(ii) / Rs. 5,000 Section VII-A, para per day compliance with the (iii) / (v) / (vii) per day 6.1, sl. No. 19 of the Non-compliance timelines specified for Master Circular pertaining to delay in various events relating to Non-compliance with the reclassification of promoter / submission of requirements for promoter group into public. reclassification reclassification of application to stock promoter / promoter exchanges group entity Chapter VI, section 2.1 Group Governance Unit: Bringing in clarity on the 2.1 Group Governance Unit: VI-H, para 2.1 of provisions relating to the Master Circular. composition of Group 2.1.1 Where the listed entity has a 2.1.1 Where the listed entity has a large number Governance Unit as large number of unlisted subsidiaries: of unlisted subsidiaries: suggested by the Expert i. The listed entity may monitor i. The listed entity may monitor their Committee. their governance through a governance through a dedicated group dedicated group governance Page 34 of 44Chapter / section Existing provision Changes proposed to the Revised provision of the Master Circular number and para existing provision number of the Master Circular unit or Governance Committee governance unit or Governance comprising the members of its Committee. board of directors. ii. A strong and effective group governance ii. A strong and effective group policy may be established by the entity. governance policy may be iii. [***] established by the entity. iii. The decision of setting up of such a unit/committee or having such a policy shall lie with the board of directors of the listed entity. Annexure 18, Para - In case of ‘to be 1.1.A. Acquisition of ‘to be incorporated’ A, sub-para 1 of the incorporated’ companies, companies: Master Circular. the relevant details to be (i) name of the entity, date & country of provided at the time of incorporation, etc.; acquisition of such (ii) name of holding company of the incorporated companies to be separately company and relation with the listed entity; specified after point 1.1 (iii) industry to which the entity being incorporated under sub-para 1 of Para A belongs; of Annexure 18 of the Master (iv) brief background about the entity incorporated Circular. in terms of products / line of business; (v) brief details of any governmental or regulatory approvals required for the incorporation; (vi) nature of consideration - whether cash consideration or share swap and details of the same; (vii) cost of subscription / price at which the shares are subscribed; Page 35 of 44Chapter / section Existing provision Changes proposed to the Revised provision of the Master Circular number and para existing provision number of the Master Circular (viii) percentage of shareholding / control by the listed entity and / or number of shares allotted. Annexure 18, Para 8. Pendency of any litigation(s) or The manner of disclosure of 8. Pendency of any litigation(s) or dispute(s) or B, sub-para 8 of the dispute(s) or the outcome thereof tax litigation or dispute the outcome thereof which may have an impact Master Circular. which may have an impact on the listed based on application of on the listed entity: The listed entity shall notify the entity: The listed entity shall notify the materiality criteria to be stock exchange(s) upon it or its director or its key stock exchange(s) upon it or its director or specified under sub-para 8 management personnel or its senior management or its key management personnel or its of Para B of Annexure 18 of its promoter or its subsidiary becoming party to any senior management or its promoter or its the Master Circular. litigation, assessment, adjudication, arbitration or subsidiary becoming party to any dispute in conciliation proceedings or upon litigation, assessment, adjudication, institution of any litigation, assessment, arbitration or dispute in conciliation adjudication, arbitration or dispute including any ad- proceedings or upon institution of any interim or interim orders passed against or in favour litigation, assessment, adjudication, of the listed entity, the outcome of which can arbitration or dispute including any ad- reasonably be expected to have an impact. In case interim or interim orders passed against the amount involved in ongoing litigations or or in favour of the listed entity, the disputes become material on a cumulative basis, outcome of which can reasonably be then the same shall also be required to be disclosed expected to have an impact. In case the to the stock exchange(s). amount involved in ongoing litigations or disputes with an opposing party become Explanation - Tax litigations or disputes, including material on a cumulative basis, then the demand notices, penalties, etc., shall be disclosed same shall also be required to be under sub-para 8 of Para B based on application of disclosed to the stock exchange(s). criteria for materiality in the following manner: (i) Disclosure of new tax litigations or disputes within twenty-four hours from the receipt of notice by the listed entity. (ii) Quarterly updates on ongoing tax litigations or disputes in the format as may be specified. Page 36 of 44Chapter / section Existing provision Changes proposed to the Revised provision of the Master Circular number and para existing provision number of the Master Circular (iii) Tax litigations or disputes, the outcomes of which are likely to have a high correlation, should be cumulated for determining materiality. Annexure 18A of TIMELINE FOR DISCLOSING EVENTS Annexure 18A of the Master Please refer Annexure 5 of this circular on ‘Timeline the Master Circular. GIVEN IN PART A OF SCHEDULE III OF Circular on timelines for for disclosing events given in Part A of Schedule III THE LODR REGULATIONS disclosure of material events of the LODR Regulations.’ or information is being ….. modified in line with the amendments to the LODR Regulations and changes to Annexure 18 of the Master Circular. Annexure 18A of the Master Circular to be substituted by Annexure 5 to this circular. ****** Page 37 of 44Annexure 5 TIMELINE FOR DISCLOSING EVENTS GIVEN IN PART A OF SCHEDULE III OF THE LODR REGULATIONS 1. Regulation 30(6) of the LODR Regulations specifies that the listed entity shall first disclose to the stock exchange(s) all events or information which are material in terms of the provisions of the LODR Regulations as soon as reasonably possible and in any case not later than the following: i. thirty minutes from the closure of the meeting of the board of directors in which the decision pertaining to the event or information has been taken; however, in case the meeting of the board of directors closes after normal trading hours of that day but more than three hours before the beginning of the normal trading hours of the next trading day, the listed entity shall disclose the decision pertaining to the event or information, within three hours from the closure of the board meeting; ii. twelve hours from the occurrence of the event or information, in case the event or information is emanating from within the listed entity; iii. twenty four hours from the occurrence of the event or information, in case the event or information is not emanating from within the listed entity. Further, disclosure with respect to events for which timelines have been specified in Part A of Schedule III of the LODR Regulations shall be made within such timelines. 2. In order to bring clarity in the above timelines for disclosure of material events or information, the timeline for disclosure of events specified in Part A of Schedule III of the LODR Regulations is given in the table below: Table I: Timeline for disclosure of events specified in Part A of Schedule III of the LODR Regulations Para / Events Timeline for disclosure sub- para A. Events which shall be disclosed without any application of the guidelines for materiality as specified in sub-regulation (4) of regulation (30): 1. Acquisition(s) (including agreement to acquire), Within 12 hours * Scheme of Arrangement (amalgamation/ merger/ demerger/restructuring), sale or disposal of any Acquisition of shares or unit(s), division(s), whole or substantially the whole of voting rights by listed the undertaking(s) or subsidiary of the listed entity, entities in an unlisted sale of stake in the associate company of the listed company, aggregating to entity or any other restructuring. 5% or any subsequent change in holding exceeding 2%, shall be Page 38 of 44Para / Events Timeline for disclosure sub- para disclosed quarterly as part of Integrated Filing (Governance). 2. Issuance or forfeiture of securities, split or Within 12 hours * consolidation of shares, buyback of securities, any restriction on transferability of securities or alteration in terms or structure of existing securities including forfeiture, reissue of forfeited securities, alteration of calls, redemption of securities etc. 3. New Ratings(s) or Revision in Rating(s). Within 24 hours 4. Outcome of Meetings of the board of directors As specified in clause (i) of Regulation 30(6) of LODR. 5. Agreements (viz. shareholder agreement(s), joint Within 12 hours * (for venture agreement(s), family settlement agreements where listed agreement(s) (to the extent that it impacts entity is a party); management and control of the listed entity), agreement(s)/treaty(ies)/contract(s) with media Within 24 hours companies) which are binding and not in normal (for agreements where course of business, revision(s) or amendment(s) and listed entity is not a party). termination(s) thereof. 5A. Agreements entered into by the shareholders, Within 12 hours * (for promoters, promoter group entities, related parties, agreements where listed directors, key managerial personnel, employees of entity is a party); the listed entity or of its holding, subsidiary or associate company, among themselves or with the Within 24 hours listed entity or with a third party, solely or jointly, (for agreements where which, either directly or indirectly or potentially or listed entity is not a party). whose purpose and effect is to, impact the management or control of the listed entity or impose any restriction or create any liability upon the listed entity, shall be disclosed to the Stock Exchanges, including disclosure of any rescission, amendment or alteration of such agreements thereto, whether or not the listed entity is a party to such agreements: Provided that such agreements entered into by a listed entity in the normal course of business shall not be required to be disclosed unless they, either directly or indirectly or potentially or whose purpose and effect is to, impact the management or control of the listed entity or they are required to be disclosed in terms of any other provisions of these regulations. Page 39 of 44Para / Events Timeline for disclosure sub- para 6. Fraud or defaults by a listed entity, its promoter, Within 24 hours director, key managerial personnel, senior management or subsidiary or arrest of key managerial personnel, senior management, promoter or director whether occurred within India or abroad. 7. Change in directors, key managerial personnel Within 12 hours * (except (Managing Director, Chief Executive Officer, Chief in case resignation); Financial Officer, Company Secretary etc.), senior management, Auditor and Compliance Officer. Within 24 hours (in case of resignation) 7A. In case of resignation of the auditor of the listed entity, Timeline as specified in detailed reasons for resignation of auditor, as given by sub-para 7A of Para A of the said auditor. Schedule III. 7B. Resignation of independent director including reasons Timeline as specified in for resignation. sub-para 7B of Para A of Schedule III. 7C. Letter of resignation along with detailed reasons for Timeline as specified in the resignation as given by the key managerial sub-para 7C of Para A of personnel, senior management, Compliance Officer Schedule III. or director. 7D. In case the Managing Director or Chief Executive Within 12 hours * Officer of the listed entity was indisposed or unavailable to fulfil the requirements of the role in a regular manner for more than forty five days in any rolling period of ninety days, the same along with the reasons for such indisposition or unavailability, shall be disclosed to the stock exchange(s). 8. Appointment or discontinuation of share transfer Within 12 hours * agent. 9. Resolution plan/ Restructuring in relation to Within 24 hours loans/borrowings from banks/financial institutions. 10. One time settlement with a bank. Within 24 hours 11. Winding-up petition filed by any party / creditors. Within 24 hours 12. Issuance of notices, call letters, resolutions and Within 12 hours * circulars sent to shareholders, debenture holders or creditors or any class of them or advertised in the media by the listed entity. 13. Proceedings of annual and extraordinary general Within 12 hours * meetings of the listed entity. 14. Amendments to memorandum and articles of Within 12 hours * association of listed entity, in brief. Page 40 of 44Para / Events Timeline for disclosure sub- para 15. (a) Schedule of analysts or institutional investors Timeline as specified in meet and presentations made by the listed entity sub-para 15 of Para A of to analysts or institutional investors. Schedule III. (b) Audio or video recordings and transcripts of post earnings/quarterly calls, by whatever name called, conducted physically or through digital means. 16. Events in relation to the corporate insolvency Within 24 hours resolution process (CIRP) of a listed corporate debtor under the Insolvency Code. 17. Initiation of Forensic audit: In case of initiation of Within 12 hours * forensic audit, (by whatever name called), the (if initiated by the listed following disclosures shall be made to the stock entity); exchanges by listed entities: (a) The fact of initiation of forensic audit along-with Within 24 hours name of entity initiating the audit and reasons (if initiated by external for the same, if available; agency). (b) Final forensic audit report (other than for forensic audit initiated by regulatory / enforcement agencies) on receipt by the listed entity along with comments of the management, if any. 18. Announcement or communication through social Within 24 hours media intermediaries or mainstream media by directors, promoters, key managerial personnel or senior management of a listed entity, in relation to any event or information which is material for the listed entity in terms of regulation 30 of these regulations and is not already made available in the public domain by the listed entity. 19. Action(s) initiated or orders passed by any regulatory, Within 24 hours statutory, enforcement authority or judicial body against the listed entity or its directors, key managerial personnel, senior management, promoter or subsidiary, in relation to the listed entity, in respect of the following: (a) search or seizure; or (b) re-opening of accounts under section 130 of the Companies Act, 2013; or (c) investigation under the provisions of Chapter XIV of the Companies Act, 2013; Page 41 of 44Para / Events Timeline for disclosure sub- para 20. Action(s) taken or orders passed by any regulatory, Within 24 hours statutory, enforcement authority or judicial body against the listed entity or its directors, key managerial Imposition of fine or penalty personnel, senior management, promoter or which are lower than the subsidiary, in relation to the listed entity, in respect of monetary thresholds the following: specified under Para A(20) (a) suspension; of Part A of Schedule III of (b) Imposition of fine or penalty; LODR shall be disclosed (c) settlement of proceedings; quarterly as part of (d) debarment; Integrated Filing (e) disqualification; (Governance). (f) closure of operations; (g) sanctions imposed; (h) warning or caution; or (i) any other similar action(s) by whatever name called; 21. Voluntary revision of financial statements or the report Within 12 hours * of the board of directors of the listed entity under section 131 of the Companies Act, 2013. B. Events which shall be disclosed upon application of the guidelines for materiality referred sub- regulation (4) of regulation (30) 1. Commencement or any postponement in the date of Within 12 hours * commencement of commercial production or commercial operations of any unit/division 2. Any of the following events pertaining to the listed Within 12 hours * entity: (i) arrangements for strategic, technical, manufacturing, or marketing tie-up; or (ii) adoption of new line(s) of business; or (iii) closure of operation of any unit, division, or subsidiary (entirety or piecemeal) 3. Capacity addition or product launch. Within 12 hours * 4. Awarding, bagging/ receiving, amendment or Within 24 hours termination of awarded/bagged orders/contracts not in the normal course of business. 5. Agreements (viz. loan agreement(s) or any other Within 12 hours * (for agreement(s) which are binding and not in normal agreements where listed course of business) and revision(s) or amendment(s) entity is a party); or termination(s) thereof. Within 24 hours Page 42 of 44Para / Events Timeline for disclosure sub- para (for agreements where listed entity is not a party). 6. Disruption of operations of any one or more units or Within 24 hours division of the listed entity due to natural calamity (earthquake, flood, fire etc.), force majeure or events such as strikes, lockouts etc. 7. Effect(s) arising out of change in the regulatory Within 24 hours framework applicable to the listed entity. 8. Pendency of any litigation(s) or dispute(s) or the Within 24 hours (except as outcome thereof which may have an impact on the provided under Regulation listed entity. 30(6) of LODR) Updates on ongoing tax litigations or disputes shall be disclosed quarterly as part of Integrated Filing (Governance). 9. Frauds or defaults by employees of the listed entity Within 24 hours which has or may have an impact on the listed entity. 10. Options to purchase securities including any Within 12 hours * ESOP/ESPS Scheme. 11. Giving of guarantees or indemnity or becoming a Within 12 hours * surety, by whatever name called, for any third party. 12. Granting, withdrawal, surrender, cancellation or Within 24 hours suspension of key licenses or regulatory approvals. 13. Delay or default in the payment of fines, penalties, Within 12 hours * dues, etc. to any regulatory, statutory, enforcement or judicial authority. C. Any other information/event viz. major development Within 24 hours that is likely to affect business, e.g. emergence of new technologies, expiry of patents, any change of accounting policy that may have a significant impact on the accounts, etc. and brief details thereof and any other information which is exclusively known to the listed entity which may be necessary to enable the holders of securities of the listed entity to appraise its position and to avoid the establishment of a false market in such securities. D. Without prejudice to the generality of para (A), (B) and Timeline as specified by (C) above, the listed entity may make disclosures of the Board. event/information as specified by the Board from time to time. Page 43 of 44* Note: In case the event or information emanates from a decision taken in a meeting of board of directors, the same shall be disclosed within 30 minutes or 3 hours, as applicable as per Regulation 30(6), from the closure of such meeting as against the timeline indicated in the table above. 3. The timeline for making disclosure under Regulation 30A of the LODR Regulations is given below:  Reg. 30A(1): the parties to the agreements shall inform the listed entity about the agreement to which such a listed entity is not a party within two working days of entering into the agreement or signing an agreement to enter into such agreements. ***** Page 44 of 44