The Securities and Exchange Board of India (“SEBI”), vide its circular dated September 9, 2015 ("Original Circular”) had specified the details that need to be provided while disclosing events given in Part A of Schedule III of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“LODR Regulations”) and guidance on when an event/ disclosure requirement can be said to have occurred. The Earlier Circular was made part of Section V-A of Chapter V of the master circular issued by SEBI on July 11, 2023 (“Master Circular”).

In order to bring more transparency and to ensure timely disclosure of material events/ information by listed entities, SEBI vide notification dated June 14, 2023, notified the SEBI (Listing Obligations and Disclosure Requirements) (Second Amendment) Regulations, 2023 (“LODR Amendment Regulations”).

Accordingly, SEBI vide circular dated July 13, 2023 (“Circular”) has notified the disclosure requirements for material events/ information by listed entities under Regulations 30 and 30A of the LODR Regulations, under four annexures as follows: 

1. Annexure I: This specifies the details that need to be provided while disclosing events stated under Paragraphs A and B of Part A of Schedule III of the LODR Regulations, which includes, inter-alia, events of acquisitions, amalgamations, de-mergers, filing of winding-up petition, loan agreements, giving guarantee/indemnity to a third party, etc.  

2. Annexure II: This specifies and clarifies the timelines for disclosing the events stated under Part A of Schedule III of the LODR Regulations.
3. Annexure III: This provides guidance on when an event or information can be said to have occurred for disclosures under Regulation 30 of the LODR regulations, depending upon the stage of discussion, negotiation or approval and in other instances where there is no such discussion, negotiation or approval required viz. in case of natural calamities, disruptions etc. and depending upon the timing when the listed entity became aware of the event/information.
4. Annexure IV: This provides guidance on the criteria for determining the materiality of events/information as specified under Regulation 30(4) of the LODR regulations.

The Circular is effective from July 15, 2023.

Please find a copy of the Circular here, the Master Circular here and the LODR Amendment Regulations here.

This update has been contributed by Aastha (Partner) and Ishani Mishra (Associate).

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