The Principal Act is amended by the substitution of the following section for section 363:

''363.

(1) Subject to subsection (2), and notwithstanding that section 358 is complied with, a company is not entitled to the audit exemption referred to in that section in respect of its statutory financial statements for the 2 financial years immediately succeeding a financial year (in this section referred to as the 'relevant financial year') where the company -

(a) failed to deliver to the Registrar, in compliance with section 343, the company's annual return in respect of the relevant financial year, and

(b) previously failed to deliver to the Registrar, in compliance with section 343, the company's annual return in respect of any of the 5 financial years immediately preceding the relevant financial year.

(2) The following shall be disregarded for the purposes of paragraph (b) of subsection (1):

(a) a failure by a company to deliver its annual return which is the company's first annual return as referred to in section 349;

(b) a failure by a company to deliver its annual return before the operative date.

(3) In this section, 'operative date' means the date of commencement of section 22 of the Companies (Corporate Governance, Enforcement and Regulatory Provisions) Act 2024.''.