Compliance Requirements under the Regulations

1. Shareholder’s approval for reclassification (Regulation 31A (3) (a)(v))

Listed entity shall place the reclassification request before the shareholders in a general meeting for approval, within sixty days of receipt of no-objection letter from the recognized stock exchange, along with the views of the board of directors on the request and the no-objection letter received from the recognized stock exchange.

2. Shareholder’s approval for reclassification to be intimated to the S.E. (Regulation 31A (3)(a)(vii))

The listed entity shall notify the stock exchanges within five days of obtaining shareholder approval and effect the reclassification. The listed entity shall seek approval of the recognized stock exchange for effecting reclassification if there are changes in the facts and circumstances of the case after receipt of no objection from the recognized stock exchanges

3. Approval of S.E. for changes in facts of reclassification approval of promoters (Regulation 31A (3)(a)(vii))

The listed entity shall seek approval of the recognized stock exchange for effecting reclassification if there are changes in the facts and circumstances of the case after receipt of no-objection from the recognized stock exchanges

4. Approval of special rights granted to shareholders (Regulation 31B)

Any special right granted to the shareholders of a listed entity to be approved at General Meeting once in every 5 years

Exceptions:

• Rights granted to Financial Institution/Debenture trustee under lending arrangement where they become shareholders due to such arrangement

• Where rights are already existing at the time of notification (i.e. 15.07.23), approval to be obtained within a period of five years from the date of coming into force of this regulation

5. Disclosure of financial results where resolution plan has been approved in quarter other than last (Regulation 33(3)(a) proviso)

Listed entity in respect of which a resolution plan under section 31 of the Insolvency Code has been approved, shall disclose its financial results within ninety days from the end of the quarter in which such resolution plan was approved, except in case such resolution plan has been approved in the last quarter of a financial year

6. Disclosure of financial results where resolution plan has been approved in last quarter of a F.Y. (Regulation 33(3)(d) proviso)

A listed entity in respect of which a resolution plan under section 31 of the Insolvency Code has been approved during the last quarter of a financial year, shall disclose its annual audited financial results within 120 days from the end of such financial year

7. Annual Report to Stock Exchange (Regulation 34(1)(a))

The listed entity shall submit to the stock exchange and publish on its website a copy of the annual report sent to the shareholders along with the notice of the annual general meeting on or before the day of commencement of dispatch to its shareholders

8. Revised copy of Annual Report to be submitted to S.E. for changes (Regulation 34(1)(b))

In the event of any changes to the annual report, the revised copy along with the details of and explanation for the changes shall be sent not later than 48 hours after the annual general meeting

9. Business Responsibility and Sustainability Report (Regulation 34(2)(f))

Business Responsibility and Sustainability Report (applicable to top 1000 listed entities) to be submitted along with Annual Report

With effect from 2024-25 onwards, the listed entities shall follow the industry standards on Reporting of BRSR Core to ensure compliance with SEBI requirements on disclosure of BRSR Core.

10. Annual Information Memorandum (Regulation 35)

The listed entity shall submit to the stock exchange(s) an Annual Information Memorandum in the manner specified by the Board from time to time. Submission of Annual Information Memorandum to the stock exchange(s) as and when specified by the Board

11. Documents and information to shareholders (Annual Report) (Regulation 36(1))

The listed entity shall send the annual report in the following manner to the shareholders:

(a) Soft copies of full annual report to all those shareholder(s) who have registered their email addresses either with the listed entity or with any depository

(b) A letter providing the web-link, including the exact path, where complete details of the Annual Report is available to those shareholder(s) who have not so registered

(c) Hard copy of full annual reports to those shareholders, who request for the same.

12. Documents & Information to shareholders for Director appointment/re-appointment (Regulation 36(3))

Documents & Information to be provided to shareholders for Director’s appointment/re-appointment along with AGM Notice

13. NOC to be obtained before filing Draft Scheme of Arrangement (Regulation 37(1)(2))

NOC from Stock Exchange to be obtained before filing any draft scheme of arrangement with Court /Tribunal (not applicable for merger with wholly owned subsidiary and Scheme approved under Insolvency resolution process)

14. Documents filing after sanction of Draft Scheme of Arrangement (Regulation 37(5))

Upon sanction of scheme of arrangement by Court/Tribunal, documents to be filed with Stock Exchange from time to time (s)

15. Filing of Draft Scheme of Merger with Stock Exchange (Regulation 37(6))

Following Draft schemes to be filed with Stock exchange for disclosure purposes:

1. i) Scheme for merger of a wholly owned subsidiary with its holding company

2. ii) Scheme providing for writing off the accumulated losses against the share capital of the listed entity applied uniformly across all shareholders on a pro rata basis or against the reserves of the listed entity

16. Filing of resolution plan approved by the Tribunal under Section 31 of the Insolvency Code (Regulation 37(7))

Restructuring proposal approved as part of a resolution plan by the Tribunal under section 31 of the Insolvency Code to be filed with the Stock Exchange within 1 days of the plan being approved

17. Prior approval of shareholders for Sale, Lease or Disposal of an Undertaking (Regulation 37A)

Sale, lease or disposal of an undertaking outside Scheme of Arrangement requires prior approval of shareholders by passing special resolution.

18. Letter of confirmation or Receipts/Letters/Advices for securities (Regulation 39(2))

Letter of Confirmation or Receipts/Letters/Advices for subdivision, split, consolidation, renewal, exchanges, endorsements, issuance of duplicates thereof /Letter of Confirmation or receipts or advices in case of loss/old receipts/worn out certificates of securities to be issued ( in demat form) within a period of thirty days from the date of such lodgement.

19. Issuance of securities pursuant to Scheme of Arrangement or sub-division, split, etc in demat form (Regulation 39(2A))

The listed entity shall issue securities pursuant to any Scheme of Arrangement or any sub-division, split or consolidation of securities only in the dematerialised form. The listed entity shall also open a separate demat account for such securities of investors not having a demat account.

20. Formulation of Dividend Distribution Policy (Regulation 43A)

The top 1000 listed entities based on market capitalization shall formulate a dividend distribution policy which shall be disclosed on the website of the listed entity and a web-link shall also be provided in their annual reports

21. Disclosure(s) of audio recordings of analysts or institutional investors meet (Regulation 30 & Point 15(b)(i) of Para A of Part A of Schedule III, Reg 46(2((oa))

The audio recordings of analysts or institutional investors meet shall be promptly made available on the website and in any case, before the next trading day or within twenty-four hours from the conclusion of such calls, whichever is earlier

22. Disclosure(s) of video recordings of analysts or institutional investors meet (Regulation 30 & Point 15(b)(ii) of Para A of Part A of Schedule III, Reg 46(2)(oa))

The video recordings of analysts or institutional investors meet, if any, shall be made available on the website within forty-eight hours from the conclusion of such calls

23. Disclosure(s) of transcripts of post earnings/quarterly calls (Regulation 30 & Point 15(b)(iii) of Para A of Part A of Schedule III, Reg 46(2)(oa))

The transcripts of post earnings/quarterly calls shall be made available on the website along with simultaneous submission to recognized stock exchanges within five working days of the conclusion of such calls.

24. Intimation of Record date or Date of closure of transfer books (Regulation 42(2))

The listed entity shall give notice in advance of at least three working days (excluding the date of intimation and the record date) to stock exchange(s) of record date specifying the purpose of the record date for following events as specified in Regulation 42(1):

(a) issue of bonus shares;

(b) issue of shares for conversion of debentures or any other convertible security;

(c) shares arising out of rights attached to debentures or any other convertible security

(d) corporate actions like mergers, de-mergers, splits, etc;

(e) such other purposes as may be specified by the stock exchange(s)

25.  Updation of the Website for any change in the information (Regulation 46)

The listed entity shall maintain a functional website containing the basic information about the listed entity. It shall ensure that the contents of the website are correct and shall update any change in the content of its website within two working days from the date of such change in content.

The listed entity may provide the exact link to the webpage of each of the recognized stock exchanges where such information has already been made available by the listed entity.

26. Presentations, post earnings/qtr calls to be hosted on website/summitted to S.E. prior to events (Regulation 46(2)(o)(ii), Schedule III, Part A, para 15(ii))

Presentations made for analysts or institutional investors meet post earnings or quarterly calls to be hosted on website and shall also be disclosed to the recognized stock exchanges prior to beginning of such events

27. Time limit for hosting audio/video recordings of analysts or institutional investors meet (Reg 46(2)(oa)(i),(ii))

Audio/ video recordings of analysts or institutional investors meet shall be hosted on the website of the listed entity for a minimum period of two years and thereafter as per the preservation policy of the listed entity in terms of clause (b) of regulation 9.

28. Time limit for hosting transcripts of post earnings/quarterly calls (Reg 46(2)(oa)(i),(ii))

Transcripts of post earnings/quarterly calls shall be hosted on the website of the listed entity for a minimum period of five years and preserved in accordance with clause (b) of regulation 9.

29. Publish of Financial Results in Newspapers (Regulation 47)

Listed entity shall publish the financial results/Notices given to shareholders by advertisement in the newspaper in English language and vernacular language of the State where the registered office is situated. It should also give a reference to link of its website and stock exchange(s), where further details are available. The listed entity shall publish an advertisement in the newspaper, within 48 hours of conclusion of the meeting of board of directors at which the financial results were approved, containing a Quick Response code and the details of the webpage where complete financial results of the listed entity, as specified in regulation 33, along-with the modified opinion(s) or reservation(s), if any, expressed by the auditor, is accessible to the investors. Nothing shall preclude a listed entity from publishing, if it so chooses, the financial results in terms of regulation 33 along-with the modified opinion(s) or reservation(s), if any, expressed by the auditor in the newspaper as per the format specified within 48 hours of conclusion of the meeting of the board of directors at which the financial results were approved

30. Events / Information to be disclosed as part of Integrated Filing (Governance) (SEBI/HO/CFD/CFD-PoD-2/CIR/P/2024/185)

As per SEBI Circular No. : SEBI/HO/CFD/CFD-PoD-2/CIR/P/2024/185 dated Dec 31′ 2024, the following material events / information shall be disclosed on a quarterly basis in the format specified as part of the Integrated Filing (Governance):

1. 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.

2. 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.

3. 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.

31. Industry Standards on min info to be provided for review of AC & shareholders for approval of RPT (SEBI/HO/CFD/CFD-PoD-2/P/CIR/2025/93 dated June 26, 2025 – Regulation 23(2), (3) and (4))

Listed entities are required to follow the Industry Standards on “Minimum information to be provided for review of the audit committee and shareholders for approval of a related party transaction” with effect from Sep 1, 2025.

32. Assessment or assurance of the BRSR Core (SEBI (LODR)(Amendment) Regulations, 2025, Master Circular SEBI/HO/CFD/PoD2/CIR/P/0155 dated November 11, 2024 as amended – Guideline 2.4.2)

Listed entities shall mandatorily undertake assessment/assurance of BRSR Core, as specified: F.Y. Applicability of BRSR Core to top listed entities (by market cap) 23-24 Top 150 listed entities 24-25 Top 250 listed entities 25-26 Top 500 listed entities 26-27 Top 1000 listed entities

33. ESG Disclosures for value chain (SEBI (LODR )(Amendment) Regulations, 2025, Master Circular SEBI/HO/CFD/PoD2/CIR/P/0155 dated November 11, 2024 as amended – Para 3.1, 3.4.1, 3.4.2, 3.5, 3.6)

• Disclosures for value chain shall be made by listed company as per BRSR Core as part of its Annual Report. For this, value chain shall encompass top upstream & downstream partners of a listed entity, individually comprising 2% or more of listed entity’s purchases and sales (by value) respectively. However, the listed entity may limit disclosure of value chain to cover 75% of its purchases and sales (by value) respectively

• ESG disclosures for the value chain shall be applicable to the top 250 listed entities (by market capitalization), on a voluntary basis from FY 2025-26

• The assessment or assurance of the above shall be applicable on a voluntary basis from FY 2026-27

• For the first year of reporting ESG disclosures for value chain, reporting of previous year numbers shall be voluntary. To illustrate, for value chain disclosures of FY 2025-26, reporting of previous year data (i.e., data for FY 2024-25) shall be voluntary

• If a listed entity provides ESG disclosures for value chain, then it shall disclose the percentage of total sales and purchases covered by the value chain partners, respectively, for which ESG disclosure are provided

34. Special Window for re-lodgement of Transfer Requests of Physical Shares (SEBI Circular SEBI/HO/MIRSD/MIRSD-PoD/P/CIR/2025/97 dated July 2, 2025)

To facilitate ease of investing for investors and to secure the rights of investors in the securities which were purchased by them, a special window to be opened for re-lodgement of transfer deeds, which were lodged prior to the deadline of April 01, 2019 and were rejected/returned/not attended to due to deficiency in the documents/process/or otherwise, for a period of six months from July 07, 2025 till January 06, 2026. Securities lodged for transfer shall be issued in demat mode only

35. Publication of opening of special window for re-lodgement of Transfer Requests of Physical Shares (SEBI Circular SEBI/HO/MIRSD/MIRSD-PoD/P/CIR/2025/97 dated July 2, 2025)

To facilitate ease of investing for investors and to secure the rights of investors in the securities which were purchased by them, a special window to be opened for re-lodgement of transfer deeds, which were lodged prior to the deadline of April 01, 2019 and were rejected/returned/not attended to due to deficiency in the documents/process/or otherwise, for a period of six months from July 07, 2025 till January 06, 2026. Securities lodged for transfer shall be issued in demat mode only

36. Report for publicity of opening of special window for relodgement of Transfer Deeds (SEBI Circular SEBI/HO/MIRSD/MIRSD-PoD/P/CIR/2025/97 dated July 2, 2025)

To facilitate ease of investing for investors and to secure the rights of investors in the securities which were purchased by them, a special window to be opened for re-lodgement of transfer deeds, which were lodged prior to the deadline of April 01, 2019 and were rejected/returned/not attended to due to deficiency in the documents/process/or otherwise, for a period of six months from July 07, 2025 till January 06, 2026. Securities lodged for transfer shall be issued in demat mode only

37. Monthly reports on shares re-lodged for transfer cum demat (SEBI Circular SEBI/HO/MIRSD/MIRSD-PoD/P/CIR/2025/97 dated July 2, 2025)

To facilitate ease of investing for investors and to secure the rights of investors in the securities which were purchased by them, a special window to be opened for re-lodgement of transfer deeds, which were lodged prior to the deadline of April 01, 2019 and were rejected/returned/not attended to due to deficiency in the documents/process/or otherwise, for a period of six months from July 07, 2025 till January 06, 2026. Securities lodged for transfer shall be issued in demat mode only

38. Assessment or assurance of the BRSR Core (Master Circular SEBI/HO/CFD/PoD2/CIR/P/0155 dated November 11, 2024 as amended – Guideline 2.4.2)

Listed entities shall mandatorily undertake assessment/assurance of BRSR Core, as specified:
F.Y. Applicability of BRSR Core to top listed entities (by market cap)

• 23-24 Top 150 listed entities

• 24-25 Top 250 listed entities

• 25-26 Top 500 listed entities

• 26-27 Top 1000 listed entities