The Securities and Exchange Board of India (SEBI) has, vide its notification dated 12 December 2024, amended the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations). These amendments will become effective from 31 December 2024 (Effective Date), unless specified otherwise.

A gist of the important amendments to the Listing Regulations is summarized in below table:

SEBI (Listing Obligations and Disclosure Requirements) (Third Amendment) Regulations, 2024

Sr. No.	Particulars	Amendment
1	Withdrawal of the requirement of taking Audit Committee approval for paying remuneration and sitting Fees to Director, KMP, or Senior Management	Remuneration and sitting fees, which is not material in terms, payable to the Directors, Key Managerial Personnel (KMP), or Senior Management shall not require approval of the audit committee unless the individual is part of the Promoter/Promoter Group.
2	Ratification of Related Party Transaction by Independent Directors	Independent directors who are also members of Audit Committee are now empowered to ratify non-material related party transactions within three months of the transaction or in the immediate next meeting of audit committee, whichever is earlier, subject to the prescribed conditions.
3	New conditions for appointment of Secretarial Auditor by listed entity and its material unlisted subsidiaries incorporated in India (effective from 1 April 2025)	The Secretarial Auditor shall be appointed or removed by the Shareholders in the Annual General Meeting. An individual cannot be appointed as Secretarial Auditor for more than one term of five consecutive years; or a Secretarial Audit firm cannot be appointed as Secretarial Auditor for more than two terms of five consecutive years (subject to colling-off period). The Secretarial auditor shall be a peer-reviewed Practicing Company Secretary. The Casual vacancy arising out of death, resignation, or disqualification of secretarial auditor shall be filled by Board of Directors within 3 months and secretarial auditor so appointed shall hold office till the conclusion of next annual general meeting.
4	Increased time-limit for giving disclosures of outcome of Board meeting concluded outside trading hours	For Board Meetings concluding after trading hours but more than 3 hours before the next trading day, listed entities can now disclose outcomes within 3 hours of the meeting's closure.
5	QR Code for Financial Results	A Listed Entity is now permitted to publish in newspaper the financial result in newspapers via a QR code along with a weblink to the full financials.
6	Simplified Communication for Annual Reports	The Listed Entity is now permitted to send a simple letter providing the web link, including the exact path, where the complete details of the Annual Report are available, to shareholders who have not registered their email ID with the listed entity or depository.