Regulation 34 - Annual Report - Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015

Annual Report. 34. 1 [(1) The listed entity shall submit to the stock exchange and publish on its website- (a) a copy of the annual report sent to the shareholders along with the notice of the annual general meeting not later than the day of commencement of dispatch to its shareholders; (b) in the event of any changes to the annual report, the revised copy along with the details of and explanation for the changes shall be sent not later than 48 hours after the annual general meeting.] (2) The annual report shall contain the following: (a) audited financial statements i.e. balance sheets, profit and loss accounts etc [,and Statement on Impact of Audit Qualifications as stipulated in regulation 33(3)(d), if applicable;] 2 (b) consolidated financial statements audited by its statutory auditors; (c) cash flow statement presented only under the indirect method as prescribed in Accounting Standard-3 or Indian Accounting Standard 7, as applicable, specified in Section 133 of the Companies Act, 2013 read with relevant rules framed thereunder or as specified by the Institute of Chartered Accountants of India, whichever is applicable; (d) directors report; (e) management discussion and analysis report - either as a part of directors report or addition thereto; 8 [ (f) for the top one thousand listed entities based on market capitalization, a Business Responsibility and Sustainability Report on the environmental, social and governance disclosures, in the format as may be specified by the Board from time to time: Provided that the assurance of the Business Responsibility and Sustainability Report Core shall be obtained, with effect from and in the manner as may be specified by the Board from time to time: Provided further that the listed entities shall also make disclosures and obtain assurance as per the Business Responsibility and Sustainability Report Core for their value chain, with effect from and in the manner as may be specified by the Board from time to time: Provided further that the remaining listed entities, including the entities which have listed their specified securities on the SME Exchange, may voluntarily disclose the Business Responsibility and Sustainability Report or may voluntarily obtain the assurance of the Business Responsibility and Sustainability Report Core, for themselves or for their value chain, as the case may be. Explanation-1: For the purpose of this clause: (i) market capitalization shall be calculated as on the 31st day of March of every financial year; (ii) Business Responsibility and Sustainability Report Core shall comprise of such key performance indicators as may be specified by the Board from time to time; (iii) value chain for the listed entities shall be specified by the Board from time to time. ] (3) The annual report shall contain any other disclosures specified in Companies Act, 2013 along with other requirements as specified in Schedule V of these regulations. ********** 1 Substituted ibid, and applicable for Annual report filed for the year ended March 31, 2019 and thereafter. Prior to the substitution, sub-regulation (1) read as follows: (1) The listed entity shall submit the annual report to the stock exchange within twenty one working days of it being approved and adopted in the annual general meeting as per the provisions of the Companies Act, 2013. 2 Substituted for the symbol ; by SEBI (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2016 , w.e.f. 01.04.2016. 3 Substituted for hundred by the SEBI (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2015, w.e.f. 01-04-2016 4 Substituted for 100 by the SEBI (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2015, w.e.f. 01-04-2016 5. Substituted vide Notification No. SEBI/LAD-NRO/GN/2019/45 dated 26-12-2019 before it was read as 3 [five hundred] 6. Substituted vide Notification No. SEBI/LAD-NRO/GN/2019/45 dated 26-12-2019 before it was read as 4 [five hundred] 7. Substituted vide Notification No. SEBI/LAD-NRO/GN/2021/22 dated 05-05-2021 before it was read as (f) for the top 5 [ one thousand ] listed entities based on market capitalization (calculated as on March 31 of every financial year), business responsibility report describing the initiatives taken by them from an environmental, social and governance perspective, in the format as specified by the Board from time to time: Provided that listed entities other than top 6 [ one thousand ] listed companies based on market capitalization and listed entities which have listed their specified securities on SME Exchange, may include these business responsibility reports on a voluntary basis in the format as specified. 8. Substituted vide Notification No. SEBI/LAD-NRO/GN/2023/131 dated 14-06-2023 w.e.f. 14-06-2023 before it was read as, 7 [ (f) for the top one thousand listed entities based on market capitalization, a business responsibility report describing the initiatives taken by the listed entity from an environmental, social and governance perspective, in the format as specified by the Board from time to time: Provided that the requirement of submitting a business responsibility report shall be discontinued after the financial year 2021 22 and thereafter, with effect from the financial year 2022 23, the top one thousand listed entities based on market capitalization shall submit a business responsibility and sustainability report in the format as specified by the Board from time to time: Provided further that even during the financial year 2021 22, the top one thousand listed entities may voluntarily submit a business responsibility and sustainability report in place of the mandatory business responsibility report: Provided further that the remaining listed entities including the entities which have listed their specified securities on the SME Exchange, may voluntarily submit such reports. Explanation: For the purpose of this clause, market capitalization shall be calculated as on the 31 st day of March of every financial year. ]