HO/49/14/14(7)2025-CFD-POD2/I/3762/2026

1 · Unless otherwise specifically mentioned in this circular, the provisions of this master circular are applicable to those entities that have listed their specified securities.

2 · Other Stakeholders for the purpose of applicability of this master circular includes Statutory Auditors, Depository Participants, Registrar and Transfer Agents, Material Subsidiaries of listed entities, e-voting service providers, The Associated Chambers of Commerce and Industry of India (ASSOCHAM), Federation of Indian Chambers of Commerce and Industry (FICCI), Confederation of Indian Industry (CII), etc. to whom specific provisions of this Circular are applicable.

3 · Omitted Section II -B -' Report on compliance with the Corporate Governance provisions specified in the LODR Regulations ' , along with Annexures 3 to 6, as same has become part of Integrated Filing (Governance), with issuance of Circular SEBI/HO/CFD/CFDPoD -2/CIR/P/2024/185 dated December 31, 2024, incorporated in Section VI-L of this Master Circular.

4 · Omitted ' Section VI -J: Relaxation from compliance with certain provisions of the LODR Regulations', pursuant to relaxations provided under Regulation 36(1)(b) and Regulation 44(4) vide Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Third Amendment) Regulations, 2024 (link) .

5 · Inserted with the issuance of Circular SEBI/HO/CFD/PoD2/CIR/P/2025/47 dated April 01, 2025

6 · Inserted with the issuance of Circular SEBI/HO/CFD/CFD -PoD -2/CIR/P/2024/185 dated December 31, 2024

7 · CIR/CFD/CMD/6/2015 dated October 13, 2015. The LODR Regulations was notified on September 2, 2015 and came into effect from December 1, 2015, except for regulations 23(4) and 31A which were immediately effective .

31 · of the LODR Regulations deals with the disclosure of shareholding pattern (also referred to as holding of specified securities) and manner of maintaining shareholding in dematerialized format.

2 · Manner of representation of holding of specified securities

2 · 1 The holding of specified securities shall be divided into the following 3 categories viz. Promoter and Promoter Group, Public and Non-Promoter Non-Public.

2 · 2 'Promoter and Promoter Group' shall have the same meaning as defined under Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018. The holding of promoter(s) and promoter group must be segregated as provided in Table II of Annexure 2 to this circular.

2 · 3 The details of the shareholding of the promoters and promoter group, public shareholders and non -public non-promoter shareholders must be accompanied with Permanent Account Number (PAN) (first holder in case of joint holding). Further, the shareholding of the promoter and promoter group, public shareholders and nonpublic non-promoter shareholders is to be consolidated on the basis of the PAN and folio number to avoid multiple disclosures of shareholding of the same person.

2 · 4 In the disclosure of Public Shareholding:

2 · 4.1 Names of the shareholders holding 1% or more than 1% of shares of listed entity is to be disclosed.

2 · 4.2 Names of the shareholders who are persons acting in concert, if available, shall be disclosed separately.

2 · 5 Shares against which Depository Receipts have been issued:

2 · 5.1 As per Securities Contracts (Regulation) Rules, 1957 and Depository Receipts Scheme, 2014, the shares of a listed entity underlying the depository receipts shall form part of the public shareholding of the company only if the holder of such depository receipts has the right to issue voting instruction and such depository receipts are listed on an international exchange.

2 · 5.2 Accordingly, the underlying shares, against which depository receipts have been issued, held by any person belonging to Promoter and Promoter Group, shall be disclosed under category 'Promoter and Promoter Group'. The shares

8 · CIR/CFD/CMD/13/2015 dated November 30, 2015; SEBI/HO/CFD/CMD/CIR/P/2017/128 dated December 19, 2017; SEBI/HO/CFD/CMD1/CIR/P/2018/0000000149 dated December 7, 2018; SEBI/HO/CFD/CMD1/CIR/P/2019/36 dated March 12, 2019; SEBI/HO/CFD/CMD/CIR/P/2021/616 dated August 13, 2021 and SEBI/HO/CFD/PoD-1/P/CIR/2022/92 dated June 30, 2022.

2 · 5.3 The underlying shares, against which depository receipts have been issued, of a listed entity not satisfying the conditions at paragraph2.5.1 above which are held by Public Shareholders shall be classified under the category 'NonPublic Non -Promoter shareholding'.

2 · 6 The listed entity shall ensure that shareholding of employee trusts and schemes are shown separately in relevant categories in terms of Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021.

3 · Manner of calculation of shareholding

3 · 1 The categories as defined at paragraph 2.1 above:

3 · 2 Total Shareholding for the purpose of calculating the public shareholding shall be calculated as (A+B+C2) in line with requirements of Depository Receipts Scheme, 2014, Securities Contracts (Regulation) Rules, 1957 and Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021.

3 · 3 Percentage of promoter Shareholding shall be calculated as A/(A+B+C2) * 100.

3 · 4 Percentage of public Shareholding shall be calculated as B/(A+B+C2) * 100.

4 · 1 Summary statement showing holding of specified securities of the listed entity as per Table-I .

9 · The initial circular dated November 30, 2015 contained Tables I, II, III and IV which were effective from December 1, 2015. Table V was made effective from the quarter ended June 30, 2019. Table VI was made effective from the quarter ended September 30, 2022. Table II was modified vide circular dated August 13, 2021. Table III and IV were modified vide circular dated June 30, 2022 and the revised Table III and IV were effective from the quarter ended September 30, 2022 .

4 · 2 Statement showing holding of specified securities by the Promoter and Promoter Group as per Table-II .

4 · 3 Statement showing holding of specified securities by the public shareholders as per Table -III .

4 · 4 Statement showing holding of specified securities by the Non-Promoter Non-Public shareholders as per Table-IV .

4 · 5 Statement showing details of significant beneficial owners as per Table V (see paragraph 5 below) .

4 · 6 Statement showing foreign ownership limits as per Table VI (see paragraph 6 below) .

11 · [6A. Based on the requests received from Depositories, Stock Exchanges and in the interest of providing further clarity & transparency in the disclosure of shareholding pattern to the investors in the securities market, the Annexure 2 of section II-A of chapter II to the Circular is being partially modified as under:

10 · Substituted for "disclose" to take into account system driven disclosure of shareholding pattern, pursuant to issuance of Circular SEBI/HO/CFD/CFD -PoD -2/CIR/P/2024/185 dated December 31, 2024, which is incorporated in Section VI-L of this Master Circular.

11 · Inserted with the issuance of Circular bearing number SEBI/HO/CFD/CFD-PoD-2/P/CIR/2025/35 dated March 20, 2025 , came into force with effect from the quarter ending June 30, 2025

12 · [All listed companies shall mandatorily include the details of Promoter and promoter group with "NIL" Shareholding in the table II of the Format of disclosure of shareholding pattern of a listed entity . ]

7 · Holding of specified securities in dematerialized form:

7 · 1 Regulation 31(2) of the LODR Regulations mandates the listed entities to ensure that 100% of shareholding of promoter(s) and promoter group is in dematerialized form and the same is maintained on a continuous basis in the manner specified by the Board. The listed entity shall take into consideration the following exemptions while arriving at compliance with 100% promoter(s) holding in dematerialized form:-

7 · 2 For availing the exemption under paragraph 7.1(a) to (c)above, the listed entity shall approach Stock Exchange(s) along with necessary documentary evidence.

7 · 3 In case any such exemption has been granted to the listed entity the same must be stated in summary statement and given separately and information should be given separately in the Annexure.

7 · 4 Further, at least 50% of non-promoter holding shall be held in dematerialized form. The listed entity shall take necessary steps for achieving the same.

7 · 5 While computing the requirement of minimum 50% shareholding of non-promoters in dematerialized form in a company, the government holding in non-promoter category may be excluded.

8 · Display of holding of specified securities on website of Stock Exchange(s)

8 · 1 If the listed entity confirms that any particular instrument is not issued or there are no encumbered/ pledged shares and locked-in shares, respective columns will not be displayed by the Stock Exchange(s) on their website. The declaration given by the listed entity in this regard would be displayed by Stock Exchange(s).

8 · 2 The Stock Exchange(s) shall also ensure that PAN numbers so disclosed in different tables are not displayed on the website of Stock Exchange(s).

8 · 3 The Depositories shall provide the shareholding data to listed entities 13 [and/or Stock Exchanges] in the requisite categorization as specified in this Section .

12 · Substituted for "A footnote has been added to the table II that provides the details of promoter and promoter group with shareholding "NIL" for clarification.

13 · Inserted with the issuance of Circular SEBI/HO/CFD/CFD -PoD -2/CIR/P/2024/185 dated December 31, 2024, which is incorporated in Section VI-L of this Master Circular .

14 · Substituted for "disclose the" to take into account system driven disclosure of shareholding pattern, pursuant to issuance of Circular SEBI/HO/CFD/CFD -PoD -2/CIR/P/2024/185 dated December 31, 2024, which is incorporated in Section VI-L of this Master Circular.

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).

16 · CIR/CFD/CMD/9/2015 dated November 4, 2015, effective from December 1, 2015.

17 · Substituted for "Annexures 3 -6" with the issuance of Circular SEBI/HO/CFD/CFD -PoD -2/CIR/P/2024/185 dated December 31, 2024, incorporated in Section VI-L of this Master Circular.

18 · CIR/CFD/CMD/15/2015 dated November 30, 2015; CIR/CFD/FAC/62/2016 dated July 5, 2016; CIR/CFD/DIL/115/2016 dated October 24, 2016.

19 · Substituted with the issuance of Circular SEBI/HO/CFD/CFD -PoD -2/CIR/P/2024/185 dated December 31, 2024, which is incorporated in Section VI-L of this Master Circular . Prior to substitution, Para 3 read as under:

20 · Omitted "(b)" pursuant to the amendments to Regulation 47 of the LODR Regulations vide Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Third Amendment) Regulations, 2024 (link) .

21 · CIR/CFD/CMD -1/142/2018 dated November 19, 2018

22 · CIR/CFD/CMD1/44/2019 dated March 29, 2019 and CIR/CFD/CMD1/ 80 /2019 dated July 19, 2019 .

23 · CIR/CFD/CMD/56/2016 dated May 27, 2016 .

24 · Substituted for "at Annexure 12 " , pursuant to the issuance of Circular SEBI/HO/CFD/CFD-PoD-2/CIR/P/2024/185 dated December 31, 2024, which is incorporated in Section VI-L of this Master Circular. Accordingly, Annexure 12 is also omitted from this Master Circular.

27 · [3A. Industry Standards Forum ("ISF") comprising of representatives from three industry associations, viz. ASSOCHAM, CII and FICCI, under the aegis of the Stock Exchanges, in consultation with SEBI formulated Industry Standards on "Minimum information to be provided to the Audit Committee and Shareholders for approval of related party transactions" ("RPT Industry Standards"). ASSOCHAM , FICCI , CII and the stock exchanges shall publish the RPT Industry Standards on their websites. The listed entities, shall follow the aforesaid RPT Industry Standards to ensure compliance with Regulation 23(2), (3) and (4) of LODR Regulations.] 28 [Further, it has been decided to relax minimum information to be provided to the Audit Committee and shareholders for the approval of RPTs. The same is detailed as under . ]

25 · SEBI/HO/CFD/CMD1/CIR/P/2021/662 dated November 22, 2021 (effective from April 1, 2022; the submission from the half year ended March 31, 2022 or thereafter was in the new format); SEBI/HO/CFD/CMD1/CIR/P/2022/40 dated March 30, 2022 and SEBI/HO/CFD/CMD1/CIR/P/2022/47 dated April 8, 2022.

26 · Substituted for "Annexure 13", pursuant to the issuance of Circular SEBI/HO/CFD/CFD-PoD-2/CIR/P/2024/185 dated December 31, 2024, which is incorporated in Section VI-L of this Master Circular. Accordingly, Annexure 13 is also omitted from this Master Circular.

27 · Inserted with the issuance of Circular SEBI/HO/CFD/CFD -PoD -2/P/CIR/2025/93 dated June 26, 2025 (effective from September 01, 2025) which supersedes the Circular no. SEBI/HO/CFD/CFD-PoD-2/P/CIR/2025/18 dated February 14, 2025 and Circular no. SEBI/HO/CFD/CFD -PoD -2/P/CIR/2025/37 dated March 21, 2025

28 · Inserted with the issuance of Circular SEBI/HO/CFD/CFD -PoD -2/P/CIR/2025/135 dated October 13, 2025

29 · Substituted with the issuance of Circular SEBI/HO/CFD/CFD -PoD -2/P/CIR/2025/93 dated June 26, 2025 and SEBI/HO/CFD/CFDPoD -2/P/CIR/2025/135 dated October 13, 2025. Prior to substitution Para 4 read as under:

30 · Substituted with the issuance of Circular SEBI/HO/CFD/CFD -PoD -2/P/CIR/2025/93 dated June 26, 2025 and SEBI/HO/CFD/CFD-PoD2/P/CIR/2025/135 dated October 13, 2025. Prior to its substitution Para 6 read as under:

31 · The relevant provisions are suitably incorporated in Regulation 23(4) of the LODR, pursuant to Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Fifth Amendment) Regulations, 2025 (link). Prior to omission Para (C) read as under:

1 · Regulation 23(3)(e) of the LODR Regulations specifies that omnibus approval granted by the audit committee shall be valid for a period not exceeding one year and shall require fresh approvals after expiry of one year. Regulation 23(4) of the LODR Regulations requires shareholder approval for material RPTs.

2 · Section 96(1) of the Companies Act, 2013 specifies that the time gap between two Annual General Meetings (AGMs) cannot be more than fifteen months.

3 · In order to facilitate listed entities to align their processes to conduct AGMs and obtain omnibus shareholders' approval for material RPTs, it has been decided to specify that the shareholders' approval of omnibus RPTs approved in an AGM shall be valid up to the date of the next AGM for a period not exceeding fifteen months. In case of omnibus approvals for material RPTs, obtained from shareholders in general meetings other than AGMs, the validity of such omnibus approvals shall not exceed one year."

3 · 1. Applicability: The format shall be applicable for funds raised by listed 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 on quarterly basis 34 [as part of the Integrated Filing (Financial) as specified in Annexure-25 to this circular] until such funds are fully utilised or the purpose for which these proceeds were raised has been achieved.

3 · 3. Role of the Audit Committee: The statement of deviation report shall be placed before audit committee of the listed entity for review on quarterly basis and after such review, the comments of audit committee along with the report shall be 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'.

32 · CIR/CFD/CMD1/162/2019 dated December 24, 2019. The submissions began from the quarter ended December 31, 2019.

33 · Substituted for "at Annexure 14", pursuant to the issuance of Circular SEBI/HO/CFD/CFD-PoD-2/CIR/P/2024/185 dated December 31, 2024, which is incorporated in Section VI-L of this Master Circular. Accordingly, Annexure 14 is also omitted from this Master Circular.

34 · Substituted for "a "along with the declaration of financial results (within 45 days of end of each quarter / 60 days from the end of the last quarter of the financial year)" pursuant to the issuance of Circular SEBI/HO/CFD/CFD-PoD-2/CIR/P/2024/185 dated December 31, 2024, which is incorporated in Section VI-L of this Master Circular.

35 · Omitted pursuant to issuance of Circular SEBI/HO/CFD/CFD-PoD-2/CIR/P/2024/185 dated December 31, 2024, which is incorporated in Section VI -L of this Master Circular. Prior to omission Para 4 read as under:

3 · 1 Annual secretarial audit report:

3 · 1.1 Currently, Section 204 of the Companies Act, 2013 read with rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended from time to time, requires Secretarial Audit by Practicing Company Secretaries (PCS) for listed companies and certain unlisted companies above a certain threshold in Form No. MR -3.

3 · 1.2 In order to avoid duplication, the listed entity and its unlisted material subsidiaries shall continue to use the same Form No. MR -3 as required under Companies Act, 2013 and the rules made thereunder for the purpose of compliance with Regulation 24A(1) of the LODR Regulations .

3 · 2 Annual secretarial compliance report:

3 · 2.1 While the annual secretarial audit shall cover a broad check on compliance with all laws applicable to the entity, listed entities shall additionally, on an annual basis, require a check by the PCS on compliance of all applicable SEBI Regulations and circulars/ guidelines issued thereunder, consequent to which, the PCS shall submit a report to the listed entity in the manner specified in this Section . The format for the annual secretarial compliance report is specified at Annexure15 of this circular .

36 · CIR/CFD/CMD1/27/2019 dated February 8, 2019, effective from the financial year ended March 31, 2019.

1 · BRSR37

1 · 1 In recent times, adapting to and mitigating climate change impact, inclusive growth and transitioning to a sustainable economy have emerged as major issues globally. There is an increased focus of investors and other stakeholders seeking businesses to be responsible and sustainable towards the environment and society. Thus, reporting of company's performance on sustainability related factors has become as vital as reporting on financial and operational performance.

1 · 2 From the financial year 2022-23, in terms of the proviso to regulation 34 (2) (f) of the LODR Regulations, top 1000 listed entities based on market capitalization had to submit a Business Responsibility and Sustainability Report (BRSR) in the format as specified by the Board. Further, other listed entities can voluntarily submit such reports.

1 · 3 The BRSR seeks disclosures from listed entities on their performance against the nine principles of the 'National Guidelines on Responsible Business Conduct' (NGRBCs) and reporting under each principle is divided into essential and leadership indicators. The essential indicators are required to be reported on a mandatory basis while the reporting of leadership indicators is on a voluntary basis. Listed entities should endeavour to report the leadership indictors also.

1 · 4 The BRSR is intended towards having quantitative and standardized disclosures on ESG parameters to enable comparability across companies, sectors and time. Such disclosures will be helpful for investors to make better investment decisions. The BRSR shall also enable companies to engage more meaningfully with their stakeholders, by encouraging them to look beyond financials and towards social and environmental impacts.

1 · 5 The listed entities already preparing and disclosing sustainability reports based on internationally accepted reporting frameworks (such as GRI, SASB, TCFD or Integrated Reporting) may cross-reference the disclosures made under such framework to the disclosures sought under the BRSR.

1 · 6 The format of the BRSR is as specified in Annexure 16 38 . The BRSR is accompanied with a guidance note to enable the companies to interpret the scope of disclosures. The guidance note is given at Annexure 17 .

37 · SEBI/HO/CFD/CMD -2/P/CIR/2021/562 dated May 10, 2021.

38 · The format for BRSR was revised for disclosures from FY2023 -2024 onwards vide SEBI circular SEBI/HO/ CFD/CFD -SEC -2/P/CIR/2023/122 dated July 12, 2023.

2 · BRSR Core39

2 · 1 40[The BRSR Core is a sub -set of the BRSR, consisting of a set of Key Performance Indicators (KPIs) / metrics under 9 ESG attributes. Keeping in view the relevance to the Indian /Emerging market context, few new KPIs have been identified for assessment or assurance such as job creation in small towns, open-ness of business, gross wages paid to women etc.

2 · 2 In order to facilitate the verification process, the BRSR Core specifies the data and approach for reporting and assessment or assurance. It is clarified that the approach specified is only a base methodology. Any changes or industry specific adjustments / estimations shall be disclosed.]

2 · 3 For ease of reference, the BRSR Core contains a cross-reference to the disclosures contained in the BRSR.

2 · 4 Applicability

2 · 4.1 From FY 2023 – 2024, the top 1000 listed entities (by market capitalization) shall make disclosures as per the updated BRSR format, as part of their Annual Reports.

2 · 4.2 41[Listed entities shall mandatorily undertake assessment or assurance of the BRSR Core, as per the glide path specified in the following table:

39 · SEBI/HO/CFD/CFD -SEC -2/P/CIR/2023/122 dated July 12, 2023

40 · Substituted with the issuance of Circular SEBI/HO/CFD/CFD -PoD -1/P/CIR/2025/42 dated Mar 28, 2025. Prior to its substitution Para 2.1 and 2.2 read as under:

2 · 2 In order to facilitate the verification process, the BRSR Core specifies the data and approach for reporting and assurance. It is however clarified that the approach specified is only a base methodology. Any changes or industry specific adjustments / estimations shall be disclosed. "

41 · Substituted with the issuance of Circular SEBI/HO/CFD/CFD -PoD -1/P/CIR/2025/42 dated Mar 28, 2025. Prior to its substitution Para 2.4.2 read as under:

2 · 5 42 [Industry Standards for BRSR Core

2 · 5.1 In order to facilitate ease of doing business and to bring about standardization in implementation, the Industry Standards Forum ("ISF") comprising of representatives from three industry associations, viz. ASSOCHAM, CII and FICCI, under the aegis of the Stock Exchanges, has formulated industry standards, in consultation with SEBI, for effective implementation of the requirement to disclose BRSR Core .

2 · 5.2 The industry associations which are part of ISF (ASSOCHAM , FICCI, and CII) and the stock exchanges shall publish the aforesaid industry standards on their websites.

2 · 5.3 The listed entities shall follow the above industry standards to ensure compliance with SEBI requirements on disclosure of BRSR Core.

2 · 5.4 The aforesaid industry standards shall be applicable for FY 2024-25 and onwards.]

3 · ESG Disclosures for value chain

3 · 1 43[Disclosures for value chain shall be made by the listed company as per BRSR Core, as part of its Annual Report. For this purpose, value chain shall encompass the top upstream and downstream partners of a listed entity, individually comprising 2% or more of the 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 . ]

3 · 2 Listed entities shall report the KPIs in the BRSR Core for their value chain to the extent it is attributable to their business with that value chain partner. Such reporting may be segregated for upstream and downstream partners or can be reported on an aggregate basis.

3 · 3 The scope of reporting and any assumptions or estimates, if any, shall be clearly disclosed.

42 · Inserted with the issuance of Circular SEBI/HO/CFD/CFD -PoD -1/P/CIR/2024/177 dated Dec 20, 2024

43 · Substituted with the issuance of SEBI/HO/CFD/CFD -PoD -1/P/CIR/2025/42 dated Mar 28, 2025. Prior to its substitution Para 3.1 read as under:

3 · 4 Applicability

3 · 4.1 44 [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 .

3 · 4.2 The assessment or assurance of the above shall be applicable on a voluntary basis from FY 2026 -27 . ]

3 · 5 45[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 .

3 · 6 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.]

4 · 1 The Board of the listed entity shall ensure that the assessment or assurance provider of the BRSR Core has the necessary expertise, for undertaking assessment or assurance.

4 · 2 The listed entity shall ensure that there is no conflict of interest with the assessment or assurance provider appointed for assuring the BRSR Core. For instance, it shall be ensured that the assessment or assurance provider or any of its associates do not sell its products or provide any non-audit / non-assessment / non-assurance related service including consulting services, to the listed entity or its group entities.]

3 · 4.2 The limited assurance of the above shall be applicable on a comply-or-explain basis from FY 2025 – 26.

46 · Substituted with the issuance of Circular SEBI/HO/CFD/CFD -PoD -1/P/CIR/2025/42 dated Mar 28, 2025. Prior to its substitution Para 4 read as under:

4 · 1 The Board of the listed entity shall ensure that the assurance provider of the BRSR Core has the necessary expertise, for undertaking reasonable assurance.

4 · 2 The listed entity shall ensure that there is no conflict of interest with the assurance provider appointed for assuring the

3 · 1. ANNEXURE 1848 specifies the details that need to be provided while disclosing events given in Part A of Schedule III .

3 · 2. ANNEXURE 18A49 specifies the timeline for disclosing events given in Part A of Schedule III.

3 · 3. ANNEXURE 19 provides guidance on when an event / information can be said to have occurred.

3 · 4. ANNEXURE 19A provides guidance on the criteria for determination of materiality of events / information.

47 · CIR/CFD/CMD/4/2015 dated September 9, 2015, effective from December 1, 2015 and SEBI/HO/CFD/CFD-PoD1/P/CIR/2023/123 dated July 13, 2023

48 · Annexure 18 of this Master Circular is updated with issuance of Circular SEBI/HO/CFD/CFD-PoD-2/CIR/P/2024/185 dated December 31, 2024

49 · Annexure 18A of this Master Circular is updated with issuance of Circular SEBI/HO/CFD/CFD-PoD-2/CIR/P/2024/185 dated December 31, 2024

50 · 6. [In order to facilitate ease of doing business, the Industry Standards Forum ("ISF") comprising of representatives from three industry associations, viz. ASSOCHAM, CII and FICCI, under the aegis of the Stock Exchanges, has formulated industry standards, in consultation with SEBI, for effective implementation of the requirement to disclose material events or information under Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("LODR Regulations"). The industry associations which are part of ISF (ASSOCHAM , FICCI, and CII) and the stock exchanges shall publish the industry standards note on their websites. The listed entities shall follow the aforesaid industry standards to ensure compliance with Regulation 30 of LODR Regulations.]

50 · Inserted with the issuance of Circular SEBI/HO/CFD/CFD -PoD -2/P/CIR/2025/25 dated February 25, 2025.

51 · SEBI/HO/CFD/CFD -PoD -2/P/CIR/2024/7 dated January 25, 2024

52 · SEBI/HO/CFD/CFD -PoD -2/P/CIR/2024/51 dated May 21, 2024

53 · SEBI/HO/CFD/CFD -PoD -2/P/CIR/2024/52 dated May 21, 2024

3 · Applicability:

3 · 1. These provisions shall be applicable to all listed entities which have listed their specified securities (equity and convertible securities) .

3 · 2. The disclosures shall be made to the stock exchanges when the entity has defaulted in payment of interest / instalment obligations on loans, including revolving facilities like cash credit, from banks / financial institutions and unlisted debt securities.

3 · 3. 'Default' for the purpose of this Section shall mean non-payment of the interest or principal amount in full on the date when the debt has become due and payable ('preagreed payment date').

4 · Timing of disclosures:

4 · 1. Listed entities shall make disclosure of any default on loans, including revolving facilities like cash credit, from banks / financial institutions which continues beyond 30 days. Such disclosure shall be made promptly, but not later than 24 hours from the 30th day of such default.

4 · 2. In case of unlisted debt securities i.e. NCDs and NCRPS, the disclosure shall be made promptly but not later than 24 hours from the occurrence of the default. This is in line with the existing disclosure requirements specified for listed debt instruments. Disclosures shall be made in the format(s) specified in paragraph5 below.

54 · SEBI/HO/CFD/CMD1/CIR/P/2019/140 dated November 21, 2019, effective from January 1, 2020, including the quarterly disclosures.

5 · Disclosure formats:

5 · 1. The following details shall be disclosed by listed entities for each instance of default, as specified in Paragraph4 above:

5 · 2. Disclosures specified in the table below shall be made by listed entities, if on the last date of any quarter:

55 · Substituted for the words "made within 7 days from the end of each quarter", pursuant to the issuance of Circular SEBI/HO/CFD/CFD -PoD -2/CIR/P/2024/185 dated December 31, 2024, which is incorporated in Section VI-L of this Master Circular .

30 · of the LODR Regulations requires every listed entity to disclose to stock exchange(s) all events or information, which are material, as soon as reasonably possible and not later than 24 hours from occurrence of event or information. Further, SEBI (Prohibition of Insider Trading) Regulations, 2015 mandates prompt disclosure of unpublished price sensitive information that would impact price discovery no sooner than credible and concrete information comes into being.

56 · CIR/CFD/CMD1/120/2019 dated October 31, 2019.

6 · 1. All listed entities/material subsidiaries shall ensure compliance with the following conditions while appointing/re-appointing an auditor:

6 · 1.1. If the auditor resigns within 45 days from the end of a quarter of a financial year, then the auditor shall, before such resignation, issue the limited review/ audit report for such quarter.

6 · 1.2. If the auditor resigns after 45 days from the end of a quarter of a financial year, then the auditor shall, before such resignation, issue the limited review/ audit report for such quarter as well as the next quarter.

6 · 1.3. Notwithstanding the above, if the auditor has signed the limited review/ audit report for the first three quarters of a financial year, then the auditor shall, before such resignation, issue the limited review/ audit report for the last quarter of such financial year as well as the audit report for such financial year.

57 · CIR/CFD/CMD1/114/2019 dated October 18, 2019.

6 · 2. Other conditions relating to resignation shall include:

6 · 2.1. Reporting of concerns with respect to the listed entity/its material subsidiary to the Audit Committee:

6 · 2.1.1. In case of any concern with the management of the listed entity/material subsidiary such as non-availability of information / non-cooperation by the management which may hamper the audit process, the auditor shall approach the Chairman of the Audit Committee of the listed entity and the Audit Committee shall receive such concern directly and immediately without specifically waiting for the quarterly Audit Committee meetings.

6 · 2.1.2. In case the auditor proposes to resign, all concerns with respect to the proposed resignation, along with relevant documents shall be brought to the notice of the Audit Committee. In cases where the proposed resignation is due to non -receipt of information / explanation from the company, the auditor shall inform the Audit Committee of the details of information / explanation sought and not provided by the management, as applicable.

6 · 2.1.3. On receipt of such information from the auditor relating to the proposal to resign as mentioned above, the Audit Committee / board of directors, as the case may be, shall deliberate on the matter and communicate its views to the management and the auditor.

6 · 2.2. Disclaimer in case of non -receipt of information:

9 · Obligations of the listed entity and its material subsidiary:

9 · 1. Format of information to be obtained from the statutory auditor upon resignation:

9 · 1.1. Upon resignation, the listed entity / its material subsidiary shall obtain information from the Auditor in the format as specified in Annexure 21 to this circular. The listed entity shall ensure disclosure of the same under clause (7A) of Para A in Part A of Schedule III under Regulation 30(2) of SEBI LODR Regulations.

9 · 2. Co -operation by listed entity and its material subsidiary:

9 · 2.1. During the period from when the auditor proposes to resign till the auditor submits the report for such quarter / financial year as specified above, the listed entity and its material subsidiaries shall continue to provide all such documents/information as may be necessary for the audit / limited review.

9 · 3. Disclosure of Audit Committee's views to the Stock Exchanges:

9 · 3.1. Upon resignation of the auditor, the Audit Committee shall deliberate upon all the concerns raised by the auditor with respect to its resignation as soon as possible, but not later than the date of the next Audit Committee meeting and communicate its views to the management. The listed entity shall ensure the disclosure of the Audit Committee's views to the stock exchanges as soon as possible but not later than twenty-four hours after the date of such Audit Committee meeting.

38 · of the LODR Regulations requires every listed entity to comply with Minimum Public Shareholding (MPS) requirements as specified in Rule 19(2)(b) and Rule 19A of the Securities Contracts (Regulation) Rules, 1957 ( " SCRR " )in the manner as specified by the Board from time to time.

58 · SEBI/HO/CFD/PoD2/P/CIR/2023/18 dated February 03, 2023.

59 · CIR/CFD/CMD/8/2015 dated November 4, 2015, effective from December 1, 2015.

2 · 1. Direct registration with Depositories – Shareholders can register directly with the depository. Depositories shall allow login through registered Mobile number / Email based One Time Password (OTP) verification as an alternate to login through username and password. Shareholders would be able to access the evoting page of various ESPs through the websites of the Depositories without further authentication by ESPs for participating in the e-voting process.

2 · 2. Through Depository Participants - Shareholders would be able to access the evoting page of various ESPs through the link provided on the websites of the Depositories Participants. The shareholders would be routed to the webpage of the respective Depositories where the requisite details (client ID, PAN, username etc.) have to be entered, which in turn would enable access to the e-voting portals of various ESPs without further authentication by ESPs for participating in the e -voting process.

2 · 3. Through Demat Accounts with Depository Participants – Demat account holders will have the option of accessing various ESP portals directly from their demat accounts. They would be routed to the webpage of the respective Depositories from their demat accounts, which in turn would enable access to the e-voting portals of various ESPs without further authentication by ESPs for participating in the e -voting process.

60 · SEBI/HO/CFD/CMD/CIR/P/2020/242 dated December 9, 2020 and the implementation was in phases.

61 · SEBI/HO/CFD/CMD/CIR/P/2017/004 dated January 5, 2017

62 · SEBI/HO/CFD/CMD1/CIR/P/2018/141 dated November 15, 2018

40 · of the LODR Regulations, bye-laws, listing agreement & regulations of the stock exchanges provide for dispute resolution under the stock exchange arbitration mechanism for disputes between a listed company and its shareholder(s)/ investor(s).

63 · SEBI/HO/CFD/SSEP/CIR/P/2022/48 dated April 8, 2022

64 · SEBI/HO/CFD/CMD1/CIR/P/2020/119 dated August 4, 2020 and SEBI/HO/CFD/CMD1/CIR/P/2020/159 dated August 27, 2020; made effective from January 1, 2021.

2 · 1. Group Governance Unit:

2 · 1.1. Where the listed entity has a large number of unlisted subsidiaries:

2 · 2. Medium -term and long-term strategy:

2 · 2.1. The listed entity may consider the following with respect to disclosure of medium -term and long-term strategy of the entity:

65 · SEBI/HO/CFD/CMD/CIR/P/2018/79 dated May 10, 2018

66 · Omitted " comprising the members of its board of directors" pursuant to issuance of Circular SEBI/HO/CFD/CFD-PoD2/CIR/P/2024/185 dated December 31, 2024, which is incorporated in Section VI-L of this Master Circular.

67 · Omitted pursuant to issuance of Circular SEBI/HO/CFD/CFD-PoD-2/CIR/P/2024/185 dated December 31, 2024, which is incorporated in Section VI-L of this Master Circular. Prior to omission Para (iii) read as under:

68 · SEBI/HO/CFD/CMD1/CIR/P/2020/144 dated July 31, 2020

2 · MCA, vide General Circular No.09/2023 dated September 25, 2023, has extended the relaxation from sending physical copies of financial statements (including Board's report, Auditor's report or other documents required to be attached therewith) to the shareholders, for the AGMs conducted till September 30, 2024.

3 · In view of the above, the applicability of regulation 36(1)(b) of the LODR Regulations is relaxed for the AGMs conducted till September 30, 2024. Further, the requirement of sending proxy forms under regulation 44(4) of the LODR Regulations is dispensed with till September 30, 2024 for general meetings held only through electronic mode.

4 · 1. In terms of regulation 36(1)(c) of the LODR Regulations, listed entities are required to send hard copy of full annual reports to those shareholders who request for the same.

4 · 2. The notice of AGM published by advertisement in terms of regulation 47 of the LODR Regulations shall disclose the web -link to the annual report so as to enable shareholders to have access to the full annual report.]

70 · SEBI/HO/CFD/CFD -PoD -2/P/CIR/2023/167 dated October 07, 2023

69 · Section VI -J: [ *** ] 70

71 · [Section VI-K: Clarification on the position of Compliance Officer in terms of regulation 6 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 – Reg.

71 · Inserted with the issuance of Circular SEBI/HO/CFD/PoD2/CIR/P/2025/47 dated April 01, 2025

72 · [Section VI-L: Implementation of recommendations of the Expert Committee for facilitating ease of doing business for listed entities

72 · Inserted with the issuance of Circular SEBI/HO/CFD/CFD -PoD -2/CIR/P/2024/185 dated December 31, 2024.

73 · Expert Committee for facilitating ease of doing business and harmonization of the provisions of the ICDR and LODR Regulations.

74 · SEBI (Share Based Employee Benefits and Sweat Equity) Regulations , 2021

2 · 1. Take action in case of non -compliances with the LODR Regulations as specified in paragraph6of this Section, and.

2 · 2. Follow the SOP for suspension and revocation of suspension of trading of specified securities as specified in paragraphs7-10 of this Section .

75 · SEBI/HO/CFD/CMD/CIR/P/2020/12 dated January 22, 2020, effective for the compliance periods ended on or after June 30, 2020.The SoP circular dated May 3, 2018 was in force till such time.

6 · 1. Fines to be imposed for non-compliance:

76 · Substituted with the issuance of Circular SEBI/HO/CFD/CFD -PoD -2/CIR/P/2024/185 dated December 31, 2024, which is incorporated in Section VI -L of this Master Circular. Before substitution it read as under:

6 · 2. Concerned recognized stock exchange(s) shall display on their website non-compliance by the listed entity and details of fine levied/ action taken.

6 · 3. The amount of fine realized as per the above structure shall be credited to the "Investor Protection Fund" of the concerned recognized stock exchange.

6 · 4. The fines specified above shall continue to accrue till the time of rectification of the noncompliance to the satisfaction of the concerned recognized stock exchange or till the scrip of the listed entity is suspended from trading for non-compliance with aforesaid provisions 77 . Such accrual shall be irrespective of any other disciplinary/enforcement action(s) initiated by recognized stock exchange(s)/SEBI.

6 · 5. Every recognized stock exchange shall review the compliance status of the listed entities and shall issue notices to the non -compliant listed entities within 30 days from the due date of submission of information. Non -compliant listed entity shall ensure compliance with the requirement(s) and pay fines as per this Section within 15 days from the date of such notice . If the non -compliant listed entity fails to comply with the aforesaid requirement(s) and/or pay fine levied within the stipulated period as per the notice stated above, the concerned recognized stock exchange(s) shall, upon expiry of the period indicated in the notice, shall issue notices to the promoter(s) of such non-compliant entities, to ensure compliance with the requirement(s) and pay fines within 10 days from the date of such notice. While issuing the aforementioned notices, the recognized stock exchange shall also send intimation to other recognized stock exchange(s) where the shares of the non-compliant entity are listed.

77 · Fines would be imposed even during suspension period for non-compliance of regulation13(1)

6 · 6. The concerned recognized stock exchange(s) shall, upon expiry of the stipulated periods indicated in the aforementioned notices, forthwith intimate the depositories to freeze the entire shareholding of the promoter(s) in such entity as well as all other securities held in the demat accounts, if the non-compliant listed entity fails to comply with the aforesaid requirement(s) and/or pay fine levied. The depository(ies) shall immediately freeze such demat accounts and also intimate the promoter(s) about the details of non-compliances resulting in freezing of their demat accounts.

6 · 7. If the non -compliant listed entity subsequently complies with the respective requirement(s) and pays the fine levied, in terms of this Section, the concerned recognized stock exchange(s) shall display on their website details of compliance and fines paid by the listed entity. Simultaneously, the recognized stock exchange(s) shall intimate the depositories to unfreeze the entire shareholding of the promoter(s) in such entity as well as all other securities held in the demat account of the promoter(s), immediately from the date of compliance.

6 · 8. If any non-compliant listed entity fails to pay the fine despite receipt of the notice as stated above, the recognized stock exchange(s) may also initiate appropriate enforcement action.

6 · 9. The recognised stock exchange(s) shall also advise the non-compliant listed entity to ensure that the subject matter of non-compliance which has been identified and indicated by the recognised stock exchange(s) and any subsequent action taken by the recognised stock exchange(s) in this regard shall be placed before the Board of Directors of the company in its next meeting. Comments made by the board shall be duly informed to the recognised stock exchange(s) for dissemination .

7 · 1. If a listed entity is non-compliant with the provisions of the LODR Regulations as specified under paragraph 7.4 below, the concerned recognized stock exchange(s) shall:

7 · 1.1. move the scrip of the listed entity to "Z" category wherein trades shall take place on 'Trade for Trade' basis by following procedure specified at paragraph 8 below and

7 · 1.2. suspend trading in the shares of such listed entity by following procedure specified at paragraph 9 below.

7 · 2. If a listed entity rectifies non-compliance with the provisions of the LODR Regulations, the stock exchanges shall neither move the listed entity to "Z" category nor suspend trading in the shares of such listed entity. However, the entire shareholding of the promoter(s) in the non-compliant listed entity as well as all other securities held in the demat account(s) of the promoter(s) shall remain frozen till the non -compliant listed entity complies with respective requirement(s) and pays the applicable fines.

7 · 3. In cases, where the non -compliant listed entity complies with the respective requirement(s) and pays the applicable fine, the recognized stock exchange(s) shall intimate the depositories to unfreeze the entire shareholding of the promoter(s) in such entity as well as all other securities held in the demat account of the promoter(s), immediately from the date of compliance.

7 · 4. Criteria for suspension of the trading in the shares of the listed entities:

7 · 4.1. Failure to comply with regulation 17(1) with respect to board composition including appointment of woman director for two consecutive quarters;

7 · 4.2. Failure to comply with regulation 18(1) with respect to constitution of audit committee for two consecutive quarters;

7 · 4.3. failure to comply with regulation 27(2) with respect to submission of corporate governance compliance report for two consecutive quarters;

7 · 4.4. failure to comply with regulation 31(1) with respect to submission of shareholding pattern for two consecutive quarters;

7 · 4.5. failure to comply with regulation 33 with respect to submission of financial results for two consecutive quarters;

7 · 4.6. failure to comply with regulation 34 with respect to submission of Annual Report for two consecutive financial years;

7 · 4.7. failure to submit information on the reconciliation of shares and capital audit report, for two consecutive quarters;

7 · 4.8. receipt of the notice of suspension of trading of that entity by any other recognized stock exchange on any or all of the above grounds.

7 · 5. For the purpose of paragraph 7.4 above, it is clarified that non-compliance for two consecutive quarters of regulations 17(1) and 18(1) refers to two complete consecutive quarters (180 days) of non -compliance.

7 · 6. If the non -compliant listed entity complies with the aforesaid requirement(s) after the date of suspension and pays the applicable fine, the recognized stock exchange(s) shall revoke the suspension of trading of its shares by following the procedure specified at paragraph 10 below.

7 · 7. If the non -compliant listed entity fails to comply with the aforesaid requirement(s) or fails to pay the applicable fine within 6 months from the date of suspension, the recognized stock exchange(s) shall initiate the process of compulsory delisting of the non-compliant listed entity in accordance with the provisions of the Securities Contracts (Regulation) Act, 1956, the Securities Contracts (Regulation) Rules, 1957 and the Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2021 as amended from time to time.

8 · Standard operating procedure for moving the scrip to "Z" Category

8 · 1. If a listed entity defaults in complying with the provisions of the LODR Regulations as specified under paragraph 7.4 above, in terms of this section, the concerned recognised stock exchange(s) shall, in addition to imposing fine under paragraph 6 above, move the scrip of the listed entity to "Z" category wherein trades shall take place on 'Trade for Trade' basis. However, before moving the scrip to "Z" category, the concerned recognized stock exchange(s) shall send written intimation to the non -compliant listed entity calling upon it to comply with respective requirement(s) within 7 days of the date of the intimation.

8 · 2. Simultaneously, the recognized stock exchange(s) shall give 10 days prior public notice to investors before moving the scrip to "Z" category or while moving the scrip out of "Z" category. While issuing the notice, the recognized stock exchange(s) shall intimate the other recognized stock exchange(s) where the shares of the non-compliant entity are listed.

8 · 3. If the non -compliant listed entity complies with respective requirement(s) two working days before the proposed date of movement of the scrip to "Z" category, the scrip shall not be moved to "Z" category and the concerned recognized stock exchange(s) shall give a public notice on its website informing compliance by the listed entity. While issuing the said notice, the recognized stock exchange(s) shall send intimation of notice to other recognized stock exchange(s) where the shares of the entity are listed

8 · 4. The recognised stock exchange(s) shall move back the scrip of the listed entity from "Z" category to the normal trading category (if not suspended as specified in paragraph 9 below), provided it complies with respective provisions of the LODR Regulations and pays the fine imposed as stated above. While moving the scrip back to normal trading category the recognized stock exchange(s) shall intimate the other recognized stock exchange(s) where the shares of the non -compliant entity are listed.

9 · Standard operating procedure for suspending the trading

9 · 1. If a listed entity complies with respective provisions of the LODR Regulations, no suspension proceedings would be initiated. However, before suspending the trading of a scrip, the concerned recognized stock exchange(s) shall send written intimation to the non-compliant listed entity calling upon it to comply with respective requirement(s) and pay the applicable fine within 21 days of the date of the intimation. While issuing the said intimation, the recognized stock exchange(s) shall also inform other recognized stock exchange(s) where the shares of the non -compliant entity are listed to ensure that the date of suspension is uniform across all the recognised stock exchange(s). Simultaneously, the recognized stock exchange(s) shall give a public notice on its website proposing possible suspension of trading in the shares of the non -compliant listed entity 30 days prior to date of suspension.

9 · 2. If the non -compliant listed entity complies with respective requirement(s) two working days before the proposed date of suspension, the trading in its shares shall not be suspended and the concerned recognized stock exchange(s) shall give a public notice on its website informing compliance by the listed entity. While issuing the said notice, the recognized stock exchange(s) shall send intimation of notice to other recognized stock exchange(s) where the shares of the entity are listed.

9 · 3. In case of failure to comply with respective requirement(s), the recognized stock exchange(s) shall suspend the trading in the shares of a non-compliant listed entity. The entire shareholding of the promoter(s) in the non-compliant listed entity as well as all other securities held in the demat account(s) of the promoter(s) shall remain frozen during the period of suspension.

9 · 4. While suspending trading in the shares of the non-compliant entity, the recognized stock exchange(s) shall send intimation of suspension to other recognized stock exchange(s) where the shares of the non -compliant entity are listed to ensure that the date of suspension is uniform across all the recognised stock exchange(s).

9 · 5. After 15 days of suspension, trading in the shares of non-compliant entity may be allowed on 'Trade for Trade' basis, on the first trading day of every week for 6 months from the date of suspension. In this regard, the recognized stock exchange(s) shall give instruction to its trading members to obtain confirmation from clients before accepting an order for purchase of shares of the non -compliant listed entity on 'Trade for Trade' basis.

9 · 6. The recognized stock exchange(s) shall put in place a system to publish a caution message on its trading terminals, as follows: "Trading in shares of the <Name of the Listed Entity> is presently under 'suspension and trade to trade basis' and trading shall stop completely and compulsory delisting may be initiated if <Name of the Listed Entity> does not become compliant by <Date> ".

10 · Standard operating procedure for revocation of suspension of trading.

10 · 1.If the non -compliant listed entity complies with the aforesaid requirement(s) after trading is suspended in the shares of the non-compliant entity, the recognized stock exchange(s) shall, on the date of compliance, give a public notice on its website informing compliance by the listed entity. The recognized stock exchange(s) shall revoke the suspension of trading of its shares after a period of 7 days from the date of such notice. While issuing the said notice, the recognized stock exchange(s) shall send intimation of the notice to other recognized stock exchange(s) where the shares of the entity are listed. After revocation of suspension, the trading of shares shall be permitted only in 'Trade for Trade' basis for a period of 7 days from the date of revocation and thereafter, trading in the shares of the entity shall be shifted back to the normal trading category.

38 · of the LODR Regulations mandates a listed entity to comply with the Minimum Public Shareholding("MPS") requirements specified in rules 19(2) and 19A of the Securities Contracts (Regulation) Rules, 1957 in the manner as specified by the Board from time to time.

4 · 1. The recognized stock exchanges shall review compliance with MPS requirements based on shareholding pattern/ other filings made with them by the listed entities on a quarterly basis within 30 days from the due date for submission of information . On observing noncompliance with MPS requirements, the stock exchanges shall issue notices to such entities intimating all actions taken/ being taken as per this section and advise the entities to ensure compliance.

4 · 2. On observing non-compliance:

4 · 2.1. The recognized stock exchange shall impose a fine of ₹5,000/- per day of noncompliance on the listed entity and such fine shall continue to be imposed till the date of compliance by such listed entity.

4 · 2.2. The recognized stock exchange shall intimate the depositories to freeze the entire shareholding of the promoter and promoter group in such listed entity till the date of compliance by such entity. The above restriction shall not be an impediment for the entity for compliance with the minimum public shareholding norms through the methods specified/approved by SEBI.

4 · 2.3. The promoters, promoter group and directors of the listed entity shall not hold any new position as director in any other listed entity till the date of compliance by such entity. An intimation to this effect shall be provided to the listed entity by the recognized stock exchange and the listed entity shall subsequently intimate the same to its promoters, promoter group and directors.

78 · CFD/CMD/CIR/P/2017/115 dated October 10, 2017.

4 · 3. In cases where the listed entity continues to be non-compliant for a period more than one year:

4 · 3.1. The recognized stock exchange shall impose an increased fine of ₹10,000/- per day of non-compliance on the listed entity and such fine shall continue to be imposed till the date of compliance by such listed entity.

4 · 3.2. The recognized stock exchange shall intimate the depositories to freeze all the securities held in the Demat account of the promoter and promoter group till the date of compliance by such entity. The above restriction shall not be an impediment for the entity with respect to compliance with the minimum public shareholding norms through the methods specified/approved by SEBI.

4 · 3.3. Direction as per paragraph 4.2.3 above shall continue till the date of compliance by such entity.

8 · 1. The amount of fine realized as per the above structure shall be credited to the "Investor Protection Fund" of the concerned recognized stock exchange.

8 · 2. If any non-compliant listed entity fails to pay the fine despite receipt of the notice as stated above, the recognized stock exchange may initiate appropriate action.

9 · 1. intimate the depositories to unfreeze the shares and other securities of the promoter and promoter group of the listed entity.

9 · 2. intimate the listed entity that directions imposed in terms of para 4.2.3 above shall not continue and the listed entity shall subsequently intimate the same to its promoters, promoter group and directors.

9 · 3. disseminate the information in its website regarding the compliance achieved by the listed entity.

10 · 1. Names of non -compliant entities, amount of fine imposed, freezing of shares held by the promoters and promoter group and other actions taken against the entity;

10 · 2. Status of compliance including details regarding fine paid by the entity.

79 · Substituted with Annexure A of the SEBI/HO/CFD/CFD -PoD -2/P/CIR/2025/35 dated March 20, 2025, came into force with effect from the quarter ending June 30, 2025. For text of Annexure 2 prior to substitution, user may refer Master Circular dated November 11, 2024 available on the SEBI Website.

81 · [***]

81 · Omitted Annexures 3, as same has become part of Integrated Filing (Governance) , with issuance of Circular SEBI/HO/CFD/CFD -PoD -2/CIR/P/2024/185 dated December 31, 2024, incorporated in Section VI -L of this Master Circular. For text of Annexure 3 prior to omission, user may refer Master Circular dated November 11, 2024 available on the SEBI Website.

82 · [***]

82 · Omitted Annexures 4, as same has become part of Integrated Filing (Governance) , with issuance of Circular SEBI/HO/CFD/CFD -PoD -2/CIR/P/2024/185 dated December 31, 2024, incorporated in Section VI -L of this Master Circular. For text of Annexure 4 prior to omission, user may refer Master Circular dated November 11, 2024 available on the SEBI Website.

83 · [***]

84 · [***]

84 · Omitted Annexures 6, as same has become part of Integrated Filing (Governance) , with issuance of Circular SEBI/HO/CFD/CFD -PoD -2/CIR/P/2024/185 dated December 31, 2024, incorporated in Section VI-L of this Master Circular. For text of Annexure 6 prior to omission, user may refer Master Circular dated November 11, 2024 available on the SEBI Website.

1 · OBJECTIVE AND CLARIFICATIONS

2 · AUDIT / REVIEW OF CONSOLIDATED FINANCIAL STATEMENTS / RESULTS

85 · If applicable, based on facts and circumstances of the engagement.

86 · Partner or proprietor, as the case may be

87 · Whichever is applicable

88 · If applicable, based on facts and circumstances of the engagement.

89 · Partner or proprietor, as the case may be.

90 · Regulations includes relevant circulars issued by SEBI from time to time.

91 · As applicable (for example, in the first financial year of a newly listed company, or when consolidated quarterly financial results are submitted for the first time pursuant to the mandatory requirement with effect from April 1, 2019, and no quarterly consolidated financial results were submitted in the previous year)

92 · Figures for total assets to be reported when balance sheet is also presented with the income statements.

94 · Where applicable

95 · Figures for total assets to be reported when balance sheet is also presented with the income statements.

96 · All amounts, whether audited by other auditors or unaudited to be presented before giving effect to the permanent and current period consolidation adjustments as specified by paragraph 50 of the Guidance Note on Audit of Consolidated Financial Statements issued by the ICAI

97 · To be given on half yearly basis with effect from April 1, 2019.

98 · When component's financial statements/ financial information/ financial results are not prepared under an accounting framework used by the parent or as per group accounting policies, para similar to that provided under Other Matters paragraph of Illustration 2 of Appendix I to the Guidance Note on Audit of Consolidated Financial Statements issued by the ICAI may need to be reported as required by paragraph 52 of the said Guidance Note.

99 · Figures for total assets to be reported when balance sheet is also presented with the income statements.

100 · To be given on half yearly basis with effect from April 1, 2019

101 · Use this paragraph only when the unaudited financial statements / financial information / financial results of the subsidiaries / associates

102 · Partner or proprietor, as the case may be

103 · As applicable (for example, when consolidated quarterly financial results are submitted for the first time pursuant to the mandatory requirement with effect from April 1, 2019, and no quarterly consolidated financial results were submitted in the previous year).

104 · If applicable, based on facts and circumstances of the engagement.

105 · Figures for total assets to be reported when balance sheet is also presented with the income statements.

106 · Figures for total assets to be reported when balance sheet is also presented with the income statements.

108 · As applicable.

109 · If applicable, based on facts and circumstances of the engagement.

110 · Where applicable.

111 · Figures for total assets to be reported when balance sheet is also presented with the income statements.

112 · Figures for total assets to be reported when balance sheet is also presented with the income statements.

113 · Use this paragraph where the quarters were subjected to a limited review.

114 · Use this paragraph where the quarters were audited.

116 · If applicable, based on facts and circumstances of the engagement.

117 · Partner or proprietor, as the case may be.

118 · As applicable.

119 · In the case of a Bank, which is not incorporated as a Company.

120 · If applicable, based on facts and circumstances of the engagement.

121 · As applicable.

122 · In the case of a Bank, which is not incorporated as a Company.

123 · As applicable.

125 · Regulations includes relevant circulars issued by SEBI from time to time.

126 · As applicable (for example, in the first financial year of a newly listed company, or when consolidated quarterly financial results are submitted for the first time pursuant to the mandatory requirement with effect from April 1, 2019, and no quarterly consolidated financial results were submitted in the previous year).

127 · In case of nationalised banks, the reference of Institute of Chartered Accountants of India be suitably specified in lieu of the reference of The Companies Act, 2013.

128 · Figures for total assets to be reported when balance sheet is also presented with the income statements.

129 · To be given on half yearly basis with effect from April 1, 2019

130 · Where applicable

131 · Figures for total assets to be reported when balance sheet is also presented with the income statements.

132 · All amounts, whether audited by other auditors or unaudited to be presented before giving effect to the permanent and current period consolidation adjustments as specified by paragraph 50 of the Guidance Note on Audit of Consolidated Financial Statements issued by the ICAI

133 · To be given on half yearly basis with effect from April 1, 2019

134 · When component's financial statements/ financial information/ financial results are not prepared under an accounting framework used by the parent or as per group accounting policies, para similar to that provided under Other Matters paragraph of Illustration 2 of Appendix I to the Guidance Note on Audit of Consolidated Financial Statements issued by the ICAI may need to be reported as required by paragraph 52 of the said Guidance Note

135 · Figures for total assets to be reported when balance sheet is also presented with the income statements

136 · To be given on half yearly basis with effect from April 1, 2019

137 · Where applicable

138 · Figures for total assets to be reported when balance sheet is also presented with the income statements.

139 · To be given on half yearly basis with effect from April 1, 2019

140 · Use this paragraph only when the unaudited financial statements / financial information / financial results of the subsidiaries / jointly controlled entities / associates are not material to the Group.

141 · Partner or proprietor, as the case may be.

142 · Regulations includes relevant circulars issued by SEBI from time to time.

143 · As applicable (for example, in the first financial year of a newly listed company, or when consolidated quarterly Financial Results are submitted for the first time pursuant to the mandatory requirement with effect from April 1, 2019, and no quarterly consolidated Financial Results were submitted in the previous year).

144 · As applicable.

145 · In the case of a Bank, which is not incorporated as a Company.

146 · If applicable, based on facts and circumstances of the engagement.

147 · As applicable.

148 · In the case of a Bank, which is not incorporated as a Company.

149 · Figures for total assets to be reported when balance sheet is also presented with the income statements.

150 · Figures for total assets to be reported when balance sheet is also presented with the income statements.

151 · Partner or proprietor, as the case may be

152 · Regulations includes relevant circulars issued by SEBI from time to time.

153 · As applicable (for example, in the first financial year of a newly listed company, or when consolidated quarterly Financial Results are submitted for the first time pursuant to the mandatory requirement with effect from April 1, 2019, and no quarterly consolidated Financial Results were submitted in the previous year).

154 · As applicable .

155 · In the case of a Bank, which is not incorporated as a Company.

156 · If applicable, based on facts and circumstances of the engagement.

157 · As applicable.

158 · In the case of a Bank, which is not incorporated as a Company.

159 · Figures for total assets to be reported when balance sheet is also presented with the income statements.

160 · Figures for total assets to be reported when balance sheet is also presented with the income statements.

161 · Use this paragraph where the quarters were subjected to a limited review.

162 · Use this paragraph where the quarters were audited.

163 · Partner or proprietor, as the case may be.

164 · [***]

164 · Omitted "Annexure 12", as same has become part of Integrated Filing (Financial), pursuant to the issuance of Circular SEBI/HO/CFD/CFDPoD -2/CIR/P/2024/185 dated December 31, 2024, which is incorporated in Section VI-L of this Master Circular.

165 · [***]

165 · Omitted "Annexure 13", as same has become part of Integrated Filing (Financial), pursuant to the issuance of Circular SEBI/HO/CFD/CFD-PoD-2/CIR/P/2024/185 dated December 31, 2024, which is incorporated in Section VI-L of this Master Circular.

166 · [Annexure 13A

166 · Inserted with the issuance of Circular SEBI/HO/CFD/CFD -PoD -2/P/CIR/2025/135 dated October 13, 2025

167 · [***]

167 · Omitted "Annexure 14", as same has become part of Integrated Filing (Financial), pursuant to the issuance of Circular SEBI/HO/CFD/CFD-PoD-2/CIR/P/2024/185 dated December 31, 2024, which is incorporated in Section VI-L of this Master Circular.

168 · [Name of assessment or assurance provider

168 · Substituted with the issuance of SEBI/HO/CFD/CFD -PoD -1/P/CIR/2025/42 dated Mar 28, 2025. Prior to its substitution Points 14 and 15 read as under:

15 · Type of assurance obtained”

19 · Markets served by the entity:

26 · Overview of the entity's material responsible business conduct issues

10 · Details of Review of NGRBCs by the Company:

11 · Has the entity carried out independent

169 · [How many Green Credits have been generated or procured:

169 · Inserted with the issuance of Circular SEBI/HO/CFD/CFD -PoD -1/P/CIR/2025/42 dated Mar 28, 2025

23 · Holding / subsidiary / associate companies / joint ventures

170 · Substituted with the issuance of Circular SEBI/HO/CFD/CFD -PoD -1/P/CIR/2025/42 dated Mar 28, 2025. Prior to its substitution the column title read as " Data & Assurance Approach " .

171 · Substituted with the issuance of Circular SEBI/HO/CFD/CFD -PoD -1/P/CIR/2025/42 dated Mar 28, 2025. Prior to its substitution the note read as " Disclosure may be provided if certificates from vendors have been relied upon for assurance of KPIs on waste management " .

1 · 1. Acquisition (including agreement to acquire):

172 · [1.1.A. Acquisition of 'to be incorporated' companies:

172 · Inserted with issuance of Circular SEBI/HO/CFD/CFD -PoD -2/CIR/P/2024/185 dated December 31, 2024, which is incorporated in Section VI-L of this Master Circular.

1 · 2. Amalgamation/ Merger:

1 · 3. De -merger:

1 · 4. Sale or disposal of unit(s) or division(s), whole or substantially the whole of the undertaking(s) or subsidiary of the listed entity, sale of stake in the associate company of the listed entity:

1 · 5. Other Restructuring:

2 · 1. Issuance of securities:

2 · 2. Split/consolidation of shares:

2 · 3. Buy back of securities:

2 · 4. Any restriction on transferability of securities:

2 · 5. Any action, which will result in alteration of the terms or structure of any existing securities, including, but not limited to:

3 · New Rating(s) or Revision in Rating(s)

4 · 1. dividends and/or cash bonuses recommended or declared or the decision to pass any dividend and the date on which dividend shall be paid/dispatched;

4 · 2. any cancellation of dividend with reasons thereof;

4 · 3. the decision on buyback of securities;

4 · 4. the decision with respect to fund raising proposed to be undertaken;

4 · 5. increase in capital by issue of bonus shares through capitalization including the date on which such bonus shares would be credited/dispatched;

4 · 6. reissue of forfeited shares or securities, or the issue of shares or securities held in reserve for future issue or the creation in any form or manner of new shares or securities or any other rights, privileges or benefits to subscribe to;

4 · 7. short particulars of any other alterations of capital, including calls;

4 · 8. financial results;

4 · 9. decision on voluntary delisting by the listed entity from stock exchange(s);

5 · 1. name(s) of parties with whom the agreement is entered;

5 · 2. purpose of entering into the agreement;

5 · 3. shareholding, if any, in the entity with whom the agreement is executed;

5 · 4. significant terms of the agreement (in brief) special rights like right to appoint directors, first right to share subscription in case of issuance of shares, right to restrict any change in capital structure etc.;

5 · 5. whether, the said parties are related to promoter/promoter group/ group companies in any manner. If yes, nature of relationship;

5 · 6. whether the transaction would fall within related party transactions? If yes, whether the same is done at "arm's length";

5 · 7. in case of issuance of shares to the parties, details of issue price, class of shares issued;

5 · 8. any other disclosures related to such agreements, viz., details of nominee on the board of directors of the listed entity, potential conflict of interest arising out of such agreements, etc.;

5 · 9. in case of termination or amendment of agreement, listed entity shall disclose additional details to the stock exchange(s):

5A · Agreements entered into by the shareholders, promoters, promoter group entities, related parties, directors, key managerial personnel, employees of the listed entity or of its holding, subsidiary or associate company, among themselves or with the listed entity or with a third party, solely or jointly, which, either directly or indirectly or potentially or 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:

6 · 1. At the time of unearthing of fraud or occurrence of the default / arrest:

6 · 2. Subsequently intimate the stock exchange(s) further details regarding the fraud/default/arrest including:

7 · 1. reason for change viz. appointment, re-appointment, resignation, removal, death or otherwise;

7 · 2. date of appointment/re-appointment/cessation (as applicable) & term of appointment/re-appointment;

7 · 3. brief profile (in case of appointment);

7 · 4. disclosure of relationships between directors (in case of appointment of a director).

7A · As specified in sub-para 7A of Para A of Part A of Schedule III of LODR Regulations.

7B · As specified in sub-para 7B of Para A of Part A of Schedule III of LODR Regulations.

7C · As specified in sub-para 7C of Para A of Part A of Schedule III of LODR Regulations.

7D · As specified in sub-para 7D of Para A of Part A of Schedule III of LODR Regulations.

8 · 1. reason for appointment or discontinuation;

8 · 2. date on which above would become effective.

10 · 1. reasons for opting for OTS;

10 · 2. brief summary of the OTS.

11 · 1. reasons for such a petition;

11 · 2. impact of such petition on listed entity.

12 · 1. date of notice/call letters/resolutions etc.;

12 · 2. brief details viz. agenda (if any) proposed to be taken up, resolution to be passed, manner of approval proposed etc.

13 · 1. date of the meeting;

13 · 2. brief details of items deliberated and results thereof;

13 · 3. manner of approval proposed for certain items (e-voting etc.).

2 · Any of the following events pertaining to the listed entity:

2 · 1. Arrangements for strategic, technical, manufacturing, or marketing tieup:

2 · 2. Adoption of new line(s) of business:

2 · 3. Closure of operations of any unit, division or subsidiary (in entirety or in piecemeal):

3 · 1. Capacity addition:

3 · 2. Product launch:

4 · 1. Awarding of order(s)/contract(s): Only important terms and conditions which may be as under needs to be disclosed:

4 · 2. Bagging/Receiving of orders/contracts: Only important terms and conditions which may be as under needs to be disclosed:

4 · 3. Amendment or termination of orders/contracts:

6 · 1. At the time of occurrence:

6 · 2. Regularly, till complete normalcy is restored:

174 · [Explanation - Tax litigations or disputes, including demand notices, penalties, etc., shall be disclosed under sub -para 8 of Para B based on application of criteria for materiality in the following manner:

8 · 1. At the time of becoming the party:

8 · 2. Regularly till the litigation is concluded or dispute is resolved:

173 · Omitted "with an opposing party" pursuant to issuance of Circular SEBI/HO/CFD/CFD-PoD-2/CIR/P/2024/185 dated December 31, 2024, which is incorporated in Section VI-L of this Master Circular.

174 · Inserted with the issuance of Circular SEBI/HO/CFD/CFD -PoD -2/CIR/P/2024/185 dated December 31, 2024, which is incorporated in Section VI-L of this Master Circular

9 · 1. At the time of unearthing of fraud or occurrence of the default/arrest:

9 · 2. Subsequently intimate the stock exchange(s) further details regarding the fraud/default including:

175 · [TIMELINE FOR DISCLOSING EVENTS GIVEN IN PART A OF SCHEDULE III OF THE LODR REGULATIONS

175 · Text of Annexure 18A is substituted with text of Annexure 5 of the SEBI SEBI/HO/CFD/CFD -PoD -2/CIR/P/2024/185 dated December 31, 2024. For Annexure 18A prior to substitution, user may refer Master Circular dated November 11, 2024 available on the SEBI Website.

2 · 1. In the former, the events/information can be said to have occurred upon receipt of approval of Board of Directors e.g. further issue of capital by rights issuance and in certain events/information after receipt of approval of both i.e. Board of Directors and Shareholders.

2 · 2. In the latter, the events/information can be said to have occurred when a listed entity becomes aware of the events/information, or as soon as, an officer of the entity has, or ought to have reasonably come into possession of the information in the course of the performance of his duties.

1 · 1. The variation in daily WAP from the day of material price movement till the end of the next trading day after confirmation of the rumour shall be attributed to the rumour and confirmation of the rumour ("WAP variation").

1 · 2. The adjusted daily WAP shall be calculated by excluding the WAP variation from the daily WAP in the look back period from the day of the material price movement onwards. The adjusted daily WAP from the day of material price movement till the end of the next trading day after confirmation of the rumour shall be same as the daily WAP on the trading day preceding the day of material price movement .

1 · 3. The adjusted VWAP for the look back period shall be calculated based on the adjusted daily WAP calculated as mentioned at para 1.1 and 1.2 above, and as illustrated below.

2 · 1. The variation in daily WAP (in column B) from the day of material price movement (July 27, 2023) till the end of the next trading day after confirmation of the rumour (July 31, 2023) is the VWAP variation. The WAP variation is Rs. 118.14.

2 · 2. Adjusted daily WAP (in column C) has been calculated from the day of material price movement onwards (i.e. from July 27, 2023). The adjusted daily WAP from the day of material price movement (July 27, 2023) till the end of the next trading day (July 31, 2023)after confirmation of the rumour is same as the daily WAP on the trading day preceding the day of material price movement (i.e. July 26, 2023) viz. Rs. 1060.76.

2 · 3. Adjusted daily WAP (in column C) from August 1, 2023 onwards has been calculated by subtracting the WAP variation (i.e. Rs. 118.14) from the daily WAP .

2 · 4. VWAP in the look back period (T-1 to T-10) calculated under existing ICDR Regulations using the daily WAP is Rs. 1,175.78. Adjusted VWAP in the look back period (T-1 to T-10) calculated using the adjusted daily WAP isRs. 1,069.80.

6 · 1. In the illustration given in Table 1 above, the rumour has been confirmed on July 28, 2023 and the unaffected price calculated is applicable till September 26, 2023 (i.e. 60 days from the confirmation of the rumour, based on the stage of the transaction).

6 · 2. Subsequently, rumour pertaining to the same transaction may be reported in the mainstream media with material update to the transaction which require confirmation under Regulation 30(11) of LODR Regulations. The unaffected price subsequent to confirmation of rumour on, say August 28, 2023 shall be applicable till October 27, 2023 (i.e. 60 days from the confirmation of the rumour, based on the stage of the transaction).

6 · 3. The different scenarios for applicability of unaffected price are illustrated in the table below:

2 · Role of independent directors:

1 · Identifying the objectives of evaluation:

2 · Criteria of evaluation:

3 · Method of evaluation:

176 · [ANNEXURE 25

1 · Audit Committee

2 · Nomination & Remuneration Committee

3 · Risk Management Committee (if applicable)

177 · [ANNEXURE 26

177 · Inserted with the issuance of Circular SEBI/HO/CFD/CFD -PoD -2/CIR/P/2024/185 dated December 31, 2024.

178 · [Annexure 27

178 · Inserted with the issuance of Circular SEBI/HO/CFD/CFD -PoD -2/CIR/P/2024/185 dated December 31, 2024.