Material Statutory Updates

SEBI CIRCULARS

Manner of achieving minimum public shareholding

• SEBI vide its Circular No. SEBI/HO/CFD/PoD2/P/CIR/2023/18 dated February 3, 2023; has provided the manner for achieving minimum public shareholding mandated under Rule 19(2)(b) and 19A of the Securities Contracts (Regulation) Rules, 1957 (“SCRR”) read with regulation 38 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“LODR Regulations”)
• Methods of achieving minimum public shareholding:
• Issuance of shares to public through prospectus
• Offer for sale of shares held by promoter(s) / promoter group to public through prospectus
• Offer for sale of shares held by promoter(s) / promoter group through the Stock Exchange mechanism
• Rights issue to public shareholders
• Bonus Issue to public shareholders
• Allotment of equity shares under Qualified Institutions Placement in terms of Chapter VI of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018.

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Manner of achieving minimum public shareholding (contd.)

6. Sale of shares held by promoter(s) / promoter group in the open market in any one of the following ways, subject to compliance with the conditions specified
7. Increase in public holding pursuant to exercise of options and allotment of shares under an employee stock option (ESOP) scheme, subject to a maximum of 2% of the paid-up equity share capital of the listed entity.
8. Transfer of shares held by promoter(s) / promoter group to an Exchange Traded Fund (ETF) managed by a SEBI-registered mutual fund, subject to a maximum of 5% of the paid-up equity share capital of the listed entity
9. Any other method as may be approved by the Board on a case to case basis.

Applicability to the Company: Not Applicable as Minimum Public Shareholding Achieved as our public shareholding is 27.54% as on March 31, 2023.

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Common and simplified norms for processing investor’s service requests by RTAs and norms for furnishing PAN, KYC details and Nomination

• SEBI vide its Circular No. SEBI/HO/MIRSD/MIRSD-PoD-1/P/CIR/2023/37 dated March 16, 2023; has mandated furnishing of PAN, KYC details and Nomination by holders of physical securities.
• The folios where such details are not available on or after 1^st October, 2023 shall be frozen.
• Such security holder shall however, be eligible for payment of dividend only through electronic mode. (An intimation shall be sent by the Listed Company to the security holder that such payment is due and shall be made electronically only upon complying with the requirements provided under the circular)
• Contact details of RTA to be disseminated on the website of the listed entity.
• Listed entities, RTA shall disseminate the requirements to be complied with by holders of physical securities on their respective websites.

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Common and simplified norms for processing investor’s service requests by RTAs and norms for furnishing PAN, KYC details and Nomination (contd.)

• Listed companies shall also directly intimate its security holders about folios which are incomplete with regard to details required under this circular on an annual basis within 6 months from the end of the financial year .
• However, for the Financial Year 2022-23, intimation shall be sent by the listed companies on or before May 31, 2023.
• Form SH-13, SH-14 and ISR-3 shall be displayed on the website of the listed entity.
• Listed Companies/RTAs shall submit a report to SEBI by May 31, 2023, on the steps taken by them towards sensitizing their security holders regarding mandatory furnishing of PAN, KYC and nomination details as detailed in para 4 of this circular.

Applicability to the Company: Applicable

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BSE CIRCULARS

� Additional affirmations by Practicing Company Secretaries (PCS) in Annual Secretarial Compliance Report (ASCR) under Regulation 24A of the SEBI (LODR) Regulations, 2015 �

• Additional Affirmations to be included in Annual Secretarial Compliance Report by PCS:
• Secretarial Standards
• Adoption and timely updation of Policies
• Maintenance and disclosures on website
• Disqualification of Directors
• To examine details related to subsidiaries of Listed entities
• Preservation of Documents
• Performance Evaluation
• Related Party Transactions
• Disclosure of Events or Information
• Prohibition of Insider Trading
• Actions Taken by SEBI/ Stock Exchanges, etc
• Compliances relating to Resignation of Statutory Auditors
• Additional Compliances, if any

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Additional affirmations by Practicing Company Secretaries (PCS) in Annual Secretarial Compliance Report (ASCR) (contd.)

• BSE Circular dated March 31, 2023 and April 10, 2023
• This Circular is effective from the financial year ended March 31, 2023

Applicability to the Company: Applicable

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Filing of information required under Regulation 46 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 on BSE Listing Centre

• BSE Notice No. 20230209-1 dated February 9, 2023
• Listed entities are required to provide the URL of the information provided under Regulation 46 of on their website.
• Due Date: February 20, 2023

Applicability to the Company: Applicable & Complied

Submission of Quarterly SDD Compliance Certificate

• Companies to whom the provisions of Regulation 24A of SEBI (LODR) Regulations, 2015 are not applicable are required to continue to submit SDD compliance certificate on a quarterly basis, within 21 days from the end of the quarter.
• BSE Notice No. 20230329-21 dated March 29, 2023

Applicability to the Company: Not Applicable with effect from the quarter ended March 31, 2023 as the Company is subjected to the provisions of Regulation 24A of SEBI (LODR) Regulations, 2015

Thank you.