Regulation 3 - Applicability of the regulations - Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015

Applicability of the regulations. 3. 2 [ (1) ] Unless otherwise provided, these regulations shall apply to 3 [ a ] listed entity 3 [ which ] has listed any of the following designated securities on recognised stock exchange(s): (a) specified securities listed on main board or SME Exchange or 4 [ Innovators Growth Platform ] ; 6 [ (b) non-convertible securities; ] (c) Indian depository receipts; (d) securitised debt instruments; 1 [(da) security receipts;] (e) units issued by mutual funds; (f) any other securities as may be specified by the Board. 8 [ (2) The applicability of the provisions of these regulations to a listed entity on the basis of market capitalisation shall be determined as follows: 10 [ (a) Every recognized stock exchange shall, at the end of the calendar year i.e., 31 st December, prepare a list of entities that have listed their specified securities ranking such entities on the basis of their average market capitalisation from 1st July to 31st December of that calendar year. ] (b) The relevant provisions shall then become applicable to a listed entity that is required to comply with such requirements for the first time (or, if applicable, required to comply after any interim period) after a period of three months from December 31 (i.e. April 1) or from the beginning of the immediate next financial year, whichever is later: Provided that the listed entity, which is required to comply for the first time or after a period of cessation, shall put in place systems and processes for compliance with clause (f) of sub-regulation (2) of regulation 34 within a period of three months from December 31 (i.e. on or before April 1) or from the beginning of the immediate next financial year, whichever is later, and further disclose the Business Responsibility and Sustainability Report and/or assurance as per the Business Responsibility and Sustainability Report Core in the Annual Report prepared for the financial year in which systems and processes were required to be put in place in accordance with this proviso. (c) The listed entity shall continue to comply with relevant provisions that were applicable to it based on the market capitalisation of previous year and continue(s) to remain applicable on the basis of its rank in the list prepared by recognized stock exchanges as per clause (a) of this sub-regulation. ] 9 [ (2A) The provisions of these regulations, which become applicable to a listed entity on the basis of criteria of market capitalisation, shall continue to apply to such an entity unless its ranking changes in the list prepared in accordance with sub-regulation (2) of this regulation and such change results in the listed entity remaining outside the applicable threshold for a period of three consecutive years. (2B) For such listed entities which remain outside the applicable threshold for a period of three consecutive years in terms of sub-regulation (2A) of this regulation, the provisions that apply on the basis of criteria of market capitalisation shall cease to apply at the end of the financial year following the 31st December of the third consecutive year: Provided that for those listed entities that follow January to December as its financial year, the provisions shall cease to apply at the end of three months from 31st December of the third consecutive year (i.e. on 31st March). ] 7 [ (3) The provisions of these regulations which become applicable to listed entities on the basis of the criterion of the value of outstanding listed debt securities shall continue to apply to such entities even if they fall below such thresholds as mentioned in sub-regulation (1A) of regulation 15. ] ************** NOTES:- 1 Inserted by the SEBI (Listing Obligations and Disclosure Requirements) (Fifth Amendment) Regulations, 2018, w.e.f. 06.09.2018. 2. Numbered vide Notification No. SEBI/LAD-NRO/GN/2021/22 dated 05-05-2021 3. Substituted vide Notification No. SEBI/LAD-NRO/GN/2021/22 dated 05-05-2021 before it was read as the who 4. Substituted vide Notification No. SEBI/LAD-NRO/GN/2021/22 dated 05-05-2021 before it was read as institutional trading platform 5. Inserted vide Notification No. SEBI/LAD-NRO/GN/2021/22 dated 05-05-2021 6. Substituted vide Notification No. SEBI/LAD-NRO/GN/2021/47 dated 07-09-2021 before it was read as, (b) non-convertible debt securities, non-convertible redeemable preference shares, perpetual debt instrument, perpetual non-cumulative preference shares; 7. Inserted vide Notification No. SEBI/LAD-NRO/GN/2021/47 dated 07-09-2021 8. Substituted vide Notification No. SEBI/LAD-NRO/GN/2024/177 dated 17-05-2024 w.e.f. 31-12-2024 before it was read as, 5 [ (2) The provisions of these regulations which become applicable to listed entities on the basis of market capitalisation criteria shall continue to apply to such entities even if they fall below such thresholds. ] 9. Inserted vide Notification No. SEBI/LAD-NRO/GN/2024/177 dated 17-05-2024 w.e.f. 31-12-2024 10. Provided further that the first list in accordance with clause (a) of sub-regulation (2) of Regulation 3 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 shall be prepared by the recognized stock exchange(s) as on December 31, 2024.