Three clocks run under Regulation 30, and the shortest one starts when the board meeting closes

Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is usually read as a list of events. It is better read as a set of clocks. Three of them run at different speeds: thirty minutes from the close of a board meeting for what the board decided, twelve hours for an event that came from inside the company, and twenty four hours for one that came from outside it. A fourth clock, the rumour clock, no longer starts when a newspaper prints something; since the 2024 amendment it starts when the price moves. Each clock has a different starting point, and the starting point, not the length, is where most of the compliance risk sits.

Three clocks, not one

Before the 2023 amendment there was effectively one timeline. A listed entity disclosed a material event to the stock exchanges as soon as reasonably possible and in any case within twenty four hours of its occurrence, and if it took longer it explained the delay. That single figure did two things badly. It gave a company a full day to sit on a decision its own board had just taken, and it gave the same day to an event the company learnt about from a third party, where a day may be no time at all.

The amendment split the figure. For an event or information emanating from within the listed entity, the outer limit came down from twenty four hours to twelve. For an event not emanating from within, twenty four hours stayed. And for a decision taken at a meeting of the board of directors, a third and much shorter limit was written in: thirty minutes from the closure of that meeting.

The three limits sit in Regulation 30(6). The distinction they turn on is whether the company is the source of the event. That reads as a simple test and is not always one, which is why it repays reading closely before an event arrives rather than after.

What has to be disclosed before any clock runs

A clock only runs on something disclosable, and Schedule III decides what that is. Part A of the Schedule is divided. The events in Para A are deemed material. There is no judgement to exercise and no threshold to clear: the event happens, the clock starts. The events in Para B are disclosable only where the company applies the materiality test and the test is met.

The 2023 amendment moved a good deal of traffic from Para B into Para A, which is to say it took the judgement away. Several of the additions are worth knowing because they catch companies that are otherwise careful. Announcements made by a director, a promoter or a member of key managerial personnel on social media or in mainstream media about a material event are themselves disclosable. Actions initiated or taken by a regulatory, statutory, enforcement or judicial authority, including a search, a seizure, an investigation, a fine, a penalty or a debarment, moved into Para A, so a company no longer tests them for materiality first. A resignation letter from a member of key managerial personnel, a senior management employee, the compliance officer or a non independent director is disclosable with the reasons it gives. The absence of a managing director or chief executive officer for more than 45 days in any rolling period of 90 days is disclosable. So is a voluntary revision of financial statements, and so is a new credit rating, where the earlier rule caught only a revision of an existing one.

Para B kept the items that genuinely need a test, and gained a few: a delay or default in a payment obligation owed to a regulator, a loan agreement entered into as a lender outside the normal course of business, and the closure of a subsidiary's operations.

The materiality gate, in numbers

For a Para B event the company applies Regulation 30(4). Two limbs matter. The first is qualitative and has been there throughout: an event is material where omitting it would be likely to result in a discontinuity or an alteration of an event or information already available publicly, or where its omission is likely to result in significant market reaction if it later came to light.

The second limb is the one the 2023 amendment added, and it is arithmetic. The value or the expected impact of the event is measured against three figures, all taken from the last audited consolidated financial statements:

1. two per cent of turnover;
2. two per cent of net worth, except where net worth is negative; and
3. five per cent of the three year average of absolute profit or loss after tax.

The threshold is the lowest of the three, not the highest. That is the detail that surprises a finance team reading it for the first time, because the arithmetic in a loss making year or a thin margin year can produce a very small number, and a transaction that feels immaterial to the business clears it comfortably.

Regulation 30(4) also requires the company to have a policy for determining materiality, authorised by the board, and the policy cannot be narrower than the regulation. It can be stricter. A company that writes a lower threshold into its own policy is held to the lower one.

Where the twelve hour clock actually starts

Twelve hours is generous until one asks when it begins. It begins when the event occurs or the information comes into existence, not when the compliance officer hears about it. A decision taken by a committee below the board, a notice served on a plant manager, a default by a subsidiary known to its own finance team: in each case the clock has been running while the information climbs the organisation.

That is the practical content of the amendment, and it is a design question rather than a drafting one. Twelve hours is long enough for an escalation path that exists and far too short for one that does not. A company with a written list of who must inform the compliance officer, of what, and within how long, can meet a twelve hour limit on an event discovered at a factory on a Saturday. A company without one will meet it only when the event happens in the boardroom, where everyone who needs to know is already in the room.

Two further points of mechanics. The limits are expressed in hours rather than in working days, so a weekend does not stop them. And Regulation 30(9) puts events relating to a subsidiary within the parent's obligation where they are material to the parent, whether or not the subsidiary is itself a material subsidiary, so group information has to travel upward on the same clock.

The thirty minute clock and the board meeting

The thirty minute limit is the shortest in the regulation and the easiest to miss, because it is not thirty minutes from the decision. It is thirty minutes from the closure of the board meeting at which the decision was taken.

Read that way it stops being a drafting curiosity. A board that takes a disclosable decision at the start of a four hour meeting owes nothing for four hours, and then owes everything within half an hour of the chair closing the meeting. The practical consequence is that the outcome of a board meeting is drafted while the meeting is still going on. It cannot be drafted afterwards and it cannot wait for a full set of minutes. Companies that comply with this limit do so because somebody is writing the outcome intimation in parallel with the discussion, with the figures already checked and only the decision itself left to fill in.

The rumour clock moved from the newspaper to the price

Regulation 30(11) carries a different obligation. Where a report in mainstream media, which is not general in nature, indicates that a rumour of an impending specific material event is circulating among the investing public, the company must confirm, deny or clarify it.

As first framed, the clock ran twenty four hours from the reporting in mainstream media. The 2024 amendment moved the start. It now runs twenty four hours from a material price movement, which inverts the burden in a useful way: a report that no one trades on starts no clock at all, and a report the market reacts to starts one immediately.

Material price movement is not defined in the regulation. It is specified by the stock exchanges, and the specification is a set of bands keyed to the share price, with an adjustment for the benchmark index. On the framework placed before the Board, a scrip priced below INR 100 moves materially at five per cent, one priced between INR 100 and INR 200 at four per cent, and one priced at INR 200 or above at three per cent, with the movement of the benchmark index added where that index has itself moved by at least one per cent. The comparison is against the previous trading day's close.

The obligation is phased by size. It applies to the top 100 listed entities by market capitalisation from 1 June 2024, and to the top 250, meaning the next 150, from 1 December 2024. The dates in the 2023 Board memorandum, October 2023 and April 2024, were the earlier proposal and were superseded.

A connected change sits in the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015. The definition of generally available information was amended so that an unverified event or information reported in print or electronic media does not qualify. An unconfirmed newspaper report is therefore not public information for insider trading purposes, which closes the argument that a leak had already made the information generally available.

What a timely confirmation buys: the unaffected price

The rumour clock is not only a penalty provision. Confirming within the twenty four hours earns something: the company may use an unaffected price for a transaction that follows.

The problem it solves is familiar. A rumour of a transaction moves the price, and the moved price then feeds into the pricing formula for the transaction itself, so a leak can distort the very deal it describes. The answer is to compute the price as though the announcement had not happened, by excluding the price variation between the date of the material price movement and the trading day after the confirmation.

The relief has conditions and a shelf life. It is available only where the company confirmed the rumour within the twenty four hours, and it runs for 60 days from that confirmation to the relevant date for the transaction, extended to 180 days in a competitive bidding process where a sole bidder is not identified. It feeds into the pricing provisions under the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 for a preferential issue and a qualified institutions placement, the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 for an open offer, and the buy back and delisting pricing provisions.

A company that misses the twenty four hours therefore loses twice: it has breached Regulation 30(11), and it has to price its transaction off a price the rumour moved.

The duties that sit on people, not on the company

The rumour framework also places an obligation on individuals. A promoter, a director, a member of key managerial personnel and a member of senior management must give the company an adequate, accurate and timely response to a query it raises about a market rumour, and the company disseminates that response to the exchanges promptly. The unaffected price relief depends on this working, so a board member who does not answer the compliance officer's question in time can cost the company the pricing benefit on a transaction.

Read with the Para A item on announcements by directors, promoters and key managerial personnel on social media, the direction of travel is clear enough. What an individual says about the company is the company's disclosure problem, and what an individual declines to say can be the company's pricing problem.

What this note does not claim

The consolidated Listing Obligations and Disclosure Requirements Regulations, 2015 as amended up to 22 January 2026 are cited here as the current text, and the particulars of Regulation 30 set out above are taken from the two Board memoranda that proposed and approved them rather than from a reading of the consolidated regulation itself. Where the consolidated text and this note differ, the consolidated text governs.

Three further limits. The band figures for material price movement are as placed before the Board; the operative specification is the stock exchanges', and it is theirs to revise. The detailed methodology for computing the unaffected price was approved as an annexure to be notified separately, so the mechanism should be read from the notified version before it is relied on. And the industry standards on Regulation 30, framed by the industry standards forum with the exchanges, have not been read for this note; they are the working gloss most compliance teams use alongside the regulation, and a disclosure question of any difficulty is answered with them open.