Compliance Requirements under the Regulations

1. Secretarial Audit and Secretarial Compliance Report (Regulation 24A)

Every listed entity & its material unlisted subsidiaries must undergo Secretarial Audit by a peer-reviewed CS and annex the report with the annual report. Secretarial compliance report to exchanges is due within 60 days of FY end .W.e.f Sept 15, 2025, Equity / Equity + Debt listed cos at NSE & BSE must file via Single API system, avoiding duplicate filings and ensure acknowledgements & availability on both exchange websites.

The listed entity shall ensure that with effect from April 1, 2025, the Secretarial Compliance Report submitted to the stock exchange(s) on annual basis is signed only by the Secretarial Auditor or by a Peer Reviewed Company Secretary who satisfies the conditions mentioned in sub-regulations (1A) and (1B) of Regulation 24A

2. Term of Secretarial Auditor (Regulation 24A (1) (b))

On recommendation of B.O.D, a listed entity shall appoint/re-appoint:

(i) An individual Secretarial Auditor who has completed term of 5 years shall not be eligible for re-appointment as Secretarial Auditor in the same entity for 5 years from completion of term

(ii) A Secretarial Audit firm which has completed its 2 terms of consecutive 5 years shall not be eligible for re-appointment as Secretarial Auditor in same entity for 5 years from completion of such term Provided further that as on date of appointment no Secretarial Audit firm having a common partner/partners to other Secretarial Audit firm, whose tenure has expired in listed entity immediately preceding F.Y, shall be appointed as Secretarial Auditor of same listed entity for a period of 5 years Also nothing contained in these regulations shall prejudice the right of entity to remove Secretarial Auditor with approval of its shareholders in its AGM or the right of the Secretarial Auditor to resign from such office of the listed entity

(iii) Ensure compliance of Regulation 24A(1),(1A),(1B) w.e.f 01.04.25

3. Casual Vacancy on the office of Secretarial Auditor (Regulation 24 A(1)(c))

Casual vacancy arising out of resignation, death or disqualification of a Secretarial Auditor shall be filled by board of directors of the listed entity within a period of three months and the secretarial auditor so appointed shall hold office till the conclusion of the next annual general meeting.(With effect from April 1, 2025, every listed entity shall ensure compliance with sub-regulation (1), (1A) and (1B) for appointment, re-appointment or continuation of the Secretarial Auditor of the listed entity)

4. Eligibility, Qualifications and Disqualifications of Secretarial Auditor (Regulation 24 A (1A))

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

a) A firm whereof majority of partners practicing in India are qualified for appointment may be appointed by its firm name to be Secretarial Auditor of listed entity

b) Where a firm including a LLP is appointed as Secretarial Auditor, only the partners who are Peer Reviewed Company Secretaries shall be authorized to act and sign on behalf of firm

c) Where a person appointed as Secretarial Auditor incurs any disqualifications as specified by SEBI, after appointment, such person shall vacate the office as Secretarial Auditor and such vacation shall be deemed to be a casual vacancy in the office of Secretarial Auditor

d)With effect from April 1, 2025, every listed entity shall ensure compliance with regulation 24A (1), (1A) and (1B) for appointment, re-appointment or continuation of Secretarial Auditor of listed entity Provided that any association of the individual or firm as Secretarial Auditor before March 31, 2025 shall not be considered for the purpose of calculating tenure under the regulation

5. Secretarial Auditor not to render certain services (Regulation 24 A (1B))

A Secretarial Auditor appointed under these 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

With effect from April 1, 2025, every listed entity shall ensure compliance with regulation 24A (1), (1A) and (1B) for appointment, re-appointment or continuation of the Secretarial Auditor of the listed entity. Provided that any association of the individual or the firm as the Secretarial Auditor of the listed entity before March 31, 2025 shall not be considered for the purpose of calculating the tenure under the regulation

6. Documents & Information to shareholders for Statutory/Secretarial Auditor appointment/re-appointment (Regulation 36(5))

Notice for AGM proposing appointment/reappointment of Statutory/Secretarial auditors shall include following disclosures in Explanatory Statement:

i) Proposed fees, terms of appointment & if applicable, rationale for any material change in fees compared to outgoing auditor

ii) Basis of recommendation for appointment, incl. details and credentials of proposed auditor

7.  Secretarial Audit and Secretarial Compliance Report – HDVLE (Regulation 62M)

Every HVDLE and its material unlisted subsidiaries incorporated in India shall undertake secretarial audit as per Regulation 24A.