SEBI Amendment Regulations 2024: Key Updates to Listing Obligations and Disclosure Requirements

Overview of the SEBI Amendment Regulations 2024

On May 17, 2024, the Securities and Exchange Board of India (SEBI) issued the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2024 referred to as the SEBI Amendment Regulations 2024.

This amendment revises and strengthens the SEBI Listing Obligations and Disclosure Requirements (LODR) Regulations, 2015. It aims to enhance transparency, accountability, and corporate disclosure compliance in India, ensuring that listed entities maintain higher governance standards. The SEBI Amendment Regulations 2024 reaffirm SEBI’s focus on evolving regulations for listed companies and aligning them with global best practices in the SEBI governance and compliance framework.

Major Revisions under SEBI Listing Obligations and Disclosure Requirements

Key considerations of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2024

Market Capitalisation Criteria under SEBI LODR Amendment 2024

Earlier, Regulation 3(2) provided that provisions based on market capitalisation would continue to apply to listed entities even if their market capitalisation fell below the prescribed threshold.

Under the SEBI Amendment Regulations 2024, the updated provisions specify that:

• Every December 31st, stock exchanges must prepare a list of listed entities ranked by average market capitalisation.
• Three months after that date, relevant obligations will apply to entities required to comply.
• Newly compliant or re-compliant entities must establish systems ensuring adherence to Regulation 34(2)(f) within three months or by the start of the next financial year.
• Annual disclosures must follow the Business Responsibility and Sustainability Report (BRSR) Core framework.

Continuation and Cessation Rules Based on Market Capitalisation

New sub-regulations (2A) and (2B) under Regulation 3 have been introduced:

• If a company’s rank changes, it will no longer fall under the provisions applicable based on its previous market capitalisation.
• These provisions will cease to apply after the financial year ending on December 31st of the third consecutive year.

These updates align market capitalisation applicability with SEBI’s goal of balanced and sustainable compliance for listed companies.

Issue Price Intimation under SEBI Regulations for Listed Companies

A new proviso in Regulation 29(1) states that if a placement occurs under the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, the listed entity does not need to intimate the stock exchange about the issue price determination for a qualified institutions placement.

This change streamlines procedural requirements and supports efficient corporate disclosure compliance in India.

Uniform Two-Day Notice Requirement for Stock Exchange Intimations

Previously, SEBI required different advance notice periods for various board meetings. The SEBI LODR Amendment 2024 now introduces a uniform two-working-day notice across all events under Regulation 29.

This replaces the earlier timeline distinctions:

• Buyback, Dividend, Fundraising, Delisting, Bonus at least two days’ notice
• Financial Results at least five days’ notice
• Alteration in securities or redemption terms at least eleven days’ notice

The new uniform rule enhances clarity and strengthens the SEBI regulatory compliance process.

Price Movement and Information Confirmation Provisions

A new proviso under Regulation 30(11) states that if a listed company confirms a reported event or information where pricing norms under applicable legislation apply within 24 hours, any related price movement in its shares may be excluded when calculating transaction prices.

This provision under the SEBI Amendment Regulations 2024 helps mitigate undue price volatility and supports fair market conduct.

Responding to Queries: Strengthening SEBI Governance and Compliance Framework

The newly added Regulation 30(11A) mandates promoters, directors, key managerial personnel, and senior management to respond accurately and promptly to queries or explanations sought by the listed entity.

The entity must also share such responses with stock exchanges, reinforcing SEBI’s governance and compliance framework and ensuring accountability across leadership tiers.

Effective Date of Enforcement under SEBI Amendment Regulations 2024

The following regulations will come into effect from December 31, 2024:

• Regulation 3: Applicability of the regulations
• Regulation 17: Board of Directors
• Regulation 21(5): Risk Management Committee
• Regulation 25: Obligations with respect to independent directors
• Regulation 30: Disclosure of events or information
• Regulation 34: Annual Report
• Regulation 43A: Dividend Distribution Policy
• Regulation 44: Voting by shareholders

All other provisions became effective on May 17, 2024, marking a significant step in SEBI’s reform of corporate disclosure compliance in India.

Source and Notification for SEBI Amendment Regulations 2024

Source: Securities and Exchange Board of India, Notification No. SEBI/LAD-NRO/GN/2024/177 dated 17.05.2024. The full notification of the SEBI Amendment Regulations 2024 can be accessed here:
SEBI Notification on Amendment Regulations, 2024