Regulation 62O - Obligations with respect to employees including senior management, key managerial personnel, directors and promoters - Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015

1 [Obligations with respect to employees including senior management, key managerial personnel, directors and promoters. 62O . (1) A director shall not be a member in more than ten committees or act as chairperson of more than five committees across all listed entities in which he/she is a director which shall be determined as follows: a) for calculating the limit of the committees on which a director may serve, all public limited companies, whether listed or not, and HVDLEs, shall be included and all other companies including private limited companies, foreign companies and companies under Section 8 of the Companies Act, 2013 shall be excluded; b) for the purpose of determination of limit, chairpersonship and membership of the audit committee and the stakeholders relationship committee alone shall be considered. (2) Every director shall inform the HVDLE about the positions he or she occupies in committees of other listed entities/HVDLEs and notify changes as and when they take place. (3) All members of the board of directors and senior management personnel shall affirm compliance with the code of conduct of board of directors and senior management on an annual basis. (4) Senior management shall make disclosures to the board of directors relating to all material, financial and commercial transactions, where they have personal interest that may have a potential conflict with the interest of the HVDLE at large. Explanation: For the purpose of this sub-regulation, conflict of interest relates to dealing in the shares of listed entity or commercial dealings with bodies, which have shareholding of management and their relatives etc. (5) No employee including key managerial personnel or director or promoter of a HVDLE shall enter into any agreement for himself/herself or on behalf of any other person, with any shareholder or any other third party with regard to compensation or profit sharing in connection with dealings in the securities of such HVDLE, unless prior approval for the same has been obtained from the board of directors as well as public shareholders by way of an ordinary resolution: Provided that such agreement, if any, whether subsisting or expired, entered during the preceding three years from the date of coming into force of this sub-regulation, shall be disclosed to the stock exchanges for public dissemination: Provided further that subsisting agreement, if any, as on the date of coming into force of this sub-regulation shall be placed for approval before the board of directors in the forthcoming Board meeting: Provided further that if the board of directors approve such agreement, the same shall be placed before the public shareholders for approval by way of an ordinary resolution in the forthcoming general meeting: Provided further that all interested persons involved in the transaction covered under the agreement shall abstain from voting in the general meeting. Explanation : For the purposes of this sub-regulation, interested person shall mean any person holding voting rights in the HVDLE and who is in any manner, whether directly or indirectly, interested in an agreement or proposed agreement, entered into or to be entered into by such a person or by any employee or key managerial personnel or director or promoter of such listed entity with any shareholder or any other third party with respect to compensation or profit sharing in connection with the securities of such listed entity. ] **************** NOTES:- 1 . Inserted vide F. No. SEBI/LAD-NRO/GN/2025/239 dated 27-03-2025