Section 92, 134 of The Companies Act, 2013

Annual Report.

34. The listed entity shall 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

(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) The annual report shall contain the following:

(a)audited financial statements i.e. balance sheets, profit and loss accounts etc ;

(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;

 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:

(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.

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

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 31st day of March of every financial year.

(f)for the top  hundred  listed entities based on market capitalization (calculated as on March 31 of every financial year), 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 100  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.

(3)The annual report shall contain any in Companies Act, 2013 along with other requirements as specified in  of these regulations.

Office Order to constitute a Committee to finalise Business Responsibility Reporting Format for Listed and Unlisted Companies dated 14.11.2018

SEBI (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2018 dated 09.05.2018

SEBI Notification dated 14.06.2023 regarding SEBI (LODR) (Second Amendment) Regulations, 2023

SEBI Notification dated 17.01.2023 regarding SEBI (Listing Obligations and Disclosure Requirements) (Amendment) Regulation, 2023.

Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Second Amendment) Regulations, 2021 dated 05.05.2021

Securities and Exchange Board of India (Listing Obligationsand Disclosure Requirements) (Amendment)Regulations, 2016 dated 25/05/2016 w.e.f 01.04.2016

The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2024 dated 17.05.2024

The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Fifth Amendment) Regulations, 2019 dated 26.12.2019

The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Sixth Amendment) Regulations, 2018 dated 16.11.2018

BRSR FAQs / Guidelines along with General Observations issued by BSE dated 10.05.2024

BRSR FAQs / Guidelines along with General Observations issued by NSE dated 10.05.2024

BSE Circular dated 12.07.2022 regarding introducing facility of filing BRSR in XBRL mode.

BSE Circular dated 13.07.2023 regarding BRSR Core – Framework for assurance and ESG disclosures for value chain

BSE Circular dated 13.07.2023 regarding compliance with SEBI (LODR) Regulations, 2015

Business responsibility and sustainability reporting by listed entities circular dated 10.05.2021

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Circular on Disclosures regarding Commodity Risks by Listed Companies dated 15.11.2018

Corrigendum on NSE Master Circular dated 05.07.2023 for Listed Companies

NSE Circular dated 24.02.2023 regarding filing of Related Party Transactions (RPT) and Business Responsibility & Sustainability Report (BRSR) to be made available on the NEAPS (NSE Electronic Application Processing System) platform.

NSE Circular pertaining to XBRL based Compliance filings for Listed Companies at NSE dated 01.11.2019

SEBI Circular CIR/CFD/CMD/10/2015 dated 04/11/2015

SEBI Circular dated 12.07.2023 regarding BRSR Core – Framework for assurance and ESG disclosures for value chain

SEBI Circular on Further relaxations from compliance with certain provisions of LODR and the SEBI circular dated January 22, 2020 relating to SOP due to the CoVID -19 virus pandemic dated 26.03.2020

SEBI Circular on non-compliance with certain provisions of the SEBI LODR and the Standard Operating Procedure for suspension and revocation of trading of specified securities dated 22.01.2020

SEBI Master Circular dated 11.07.2023 for Listed Companies

Annexure I- BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORTING FORMAT

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Annexure II- GUIDANCE NOTE FOR BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORTING FORMAT

LODR – SCHEDULE V

ANNUAL REPORT
[See Regulation 34(3) and 53(f)]

A. Related Party Disclosure:

1. The listed entity shall make disclosures in compliance with the Accounting Standard on “Related Party Disclosures”.

2. The disclosure requirements shall be as follows:

For the purpose of above disclosures directors’ interest shall have the same meaning as given in Section 184 of Companies Act, 2013.

The above disclosures shall not be applicable to listed banks.

3. The above disclosures shall be applicable to all listed entities except for listed banks.

B. Management Discussion and Analysis:

1. This section shall include discussion on the following matters within the limits set by the listed entity’s competitive position:

a. Industry structure and developments.

b. Opportunities and Threats.

c. Segment–wise or product-wise performance.

d. Outlook

e. Risks and concerns.

f. Internal control systems and their adequacy.

g. Discussion on financial performance with respect to operational performance.

h. Material developments in Human Resources / Industrial Relations front, including number of people employed.

details of significant changes (i.e. change of 25% or more as compared to the immediately previous financial year) in key financial ratios, along with detailed explanations therefor, including:

(i) Debtors Turnover

(ii) Inventory Turnover

(iii) Interest Coverage Ratio

(iv) Current Ratio

(v) Debt Equity Ratio

(vi) Operating Profit Margin (%)

(vii) Net Profit Margin (%)

or sector-specific equivalent ratios, as applicable.

details of any change in Return on Net Worth as compared to the immediately previous financial year along with a detailed explanation thereof.

2. Disclosure of Accounting Treatment:
Where in the preparation of financial statements, a treatment different from that prescribed in an Accounting Standard has been followed, the fact shall be disclosed in the financial statements, together with the management’s explanation as to why it believes such alternative treatment is more representative of the true and fair view of the underlying business transaction.

 Corporate Governance Report: The following disclosures shall be made in the section on the corporate governance of the annual report.

1. A brief statement on listed entity’s philosophy on code of governance.

2. Board of directors:

a. composition and category of directors (e.g. promoter, executive, non-executive, independent non-executive, nominee director – institution represented and whether as lender or as equity investor);

b. attendance of each director at the meeting of the board of directors and the last annual general meeting;

c. number of other board of directors or committees in which a directors is a member or chairperson;

d. number of meetings of the board of directors held and dates on which held;

e. disclosure of relationships between directors inter-se;

f. number of shares and convertible instruments held by non- executive directors;

g. web link where details of familiarisation programmes imparted to independent directors is disclosed.

A chart or a matrix setting out the skills/expertise/competence of the board of directors specifying the following:

(i) With effect from the financial year ending March 31, 2019, the list of core skills/expertise/competencies identified by the board of directors as required in the context of its business(es) and sector(s) for it to function effectively and those actually available with the board; and
(ii) With effect from the financial year ended March 31, 2020, the names of directors who have such skills / expertise / competence

confirmation that in the opinion of the board, the independent directors fulfill the conditions specified in these regulations and are independent of the management.

detailed reasons for the resignation of an independent director who
resigns before the expiry of his/ tenure along with a confirmation by such director that there are no other material reasons other than those provided.

3. Audit committee:

a. brief description of terms of reference;
b. composition, name of members and chairperson;
c. meetings and attendance during the year.

4. Nomination and Remuneration Committee:

a. brief description of terms of reference;
b. composition, name of members and chairperson;
c. meeting and attendance during the year;
d. performance evaluation criteria for independent directors.

(a) name of the non-executive director heading the committee;

(b) name and designation of the compliance officer;

(c) number of shareholders’ complaints received during the financial year;

(d) number of complaints not solved to the satisfaction of shareholders;

(e) number of pending complaints.

5. Remuneration of Directors:

a. all pecuniary relationship or transactions of the non-executive directors vis-à-vis the listed entity shall be disclosed in the annual report;

b. criteria of making payments to non-executive directors. alternatively, this may be disseminated on the listed entity’s website and reference drawn thereto in the annual report;

c. disclosures with respect to remuneration: in addition to disclosures required under the Companies Act, 2013, the following disclosures shall be made:

i. all elements of remuneration package of individual directors summarized under major groups, such as salary, benefits, bonuses, stock options, pension etc;

ii. details of fixed component and performance linked incentives, along with the performance criteria;

iii. service contracts, notice period, severance fees;

iv. stock option details, if any and whether issued at a discount as well as the period over which accrued and over which exercisable.

(a) brief description of terms of reference;

(b) composition, name of members and chairperson;

(c) meetings and attendance during the year;

Particulars of senior management including the changes therein since the close of the previous financial year.

(a) all pecuniary relationship or transactions of the non-executive directors vis-à-vis the listed entity;

(b) criteria of making payments to non-executive directors. Alternatively, this may be disseminated on the listed entity‘s website and reference drawn thereto in the annual report;

(c) disclosures with respect to remuneration: in addition to disclosures required under the Companies Act, 2013, the following disclosures shall be made:

(i) all elements of remuneration package of individual directors summarized under major groups, such as salary, benefits, bonuses, stock options, pension etc;

(ii) details of fixed component and performance linked incentives, along with the performance criteria;

(iii) service contracts, notice period, severance fees;

(iv) stock option details, if any and whether issued at a discount as well as the period over which accrued and over which exercisable.

6. Stakeholders’ grievance committee:

a. name of non-executive director heading the committee;
b. name and designation of compliance officer;
c. number of shareholders’ complaints received so far;
d. number not solved to the satisfaction of shareholders;
e. number of pending complaints.

7. General body meetings:

a. location and time, where last three annual general meetings held;
b. whether any special resolutions passed in the previous three annual general meetings;
c. whether any special resolution passed last year through postal ballot – details of voting pattern;
d. person who conducted the postal ballot exercise;
e. whether any special resolution is proposed to be conducted through postal ballot;
f. procedure for postal ballot.

8. Means of communication:

a. quarterly results;
b. newspapers wherein results normally published;
c. any website, where displayed;
d. whether it also displays official news releases; and
e. presentations made to institutional investors or to the analysts.

9. General shareholder information:

a. annual general meeting – date, time and venue;
b. financial year;
c. dividend payment date;
d. the name and address of each stock exchange(s)at which the listed entity’s securities are listed and a confirmation about payment of annual listing fee to each of such stock exchange(s);
e. stock code;
f. market price data- high, low during each month in last financial year;
g. performance in comparison to broad-based indices such as BSE sensex, CRISIL Index etc;
h. in case the securities are suspended from trading, the directors report shall explain there as on thereof;
i. registrar to an issue and share transfer agents;
j. share transfer system;
k. distribution of shareholding;
l. dematerialization of shares and liquidity;
m. outstanding global depository receipts or american depository receipts or warrants or any convertible instruments, conversion date and likely impact on equity;
commodity price risk or foreign exchange risk and hedging activities;
o. plant locations;
p. address for correspondence.

list of all credit ratings obtained by the entity along with any revisions thereto during the relevant financial year, for all debt instruments of such entity or any fixed deposit programme or any scheme or proposal of the listed entity involving mobilization of funds, whether in India or abroad.

10. Other Disclosures:

a. disclosures on materially significant related party transactions that may have potential conflict with the interests of listed entity at large;

b. details of non-compliance by the listed entity, penalties, strictures imposed on the listed entity by stock exchange(s) or the board or any statutory authority, on any matter related to capital markets, during the last three years;

c. details of establishment of vigil mechanism, whistle blower policy, and affirmation that no personnel has been denied access to the audit committee;

d. details of compliance with mandatory requirements and adoption of the non-mandatory requirements;

e. web link where policy for determining ‘material’ subsidiaries is disclosed;

f. web link where policy on dealing with related party transactions;

g. disclosure of commodity price risks and commodity hedging activities.

Details of utilization of funds raised through preferential allotment or qualified institutions placement as specified under Regulation 32 (7A).

a certificate from a company secretary in practice that none of the directors on the board of the company have been debarred or disqualified from being appointed or continuing as directors of companies by the Board/Ministry of Corporate Affairs or any such statutory authority.

where the board had not accepted any recommendation of any committee of the board which is mandatorily required, in the relevant financial year, the same to be disclosed along with reasons thereof:
Provided that the clause shall only apply where recommendation of / submission by the committee is required for the approval of the Board of Directors and shall not apply where prior approval of the relevant committee is required for undertaking any transaction under these Regulations.

total fees for all services paid by the listed entity and its subsidiaries, on a consolidated basis, to the statutory auditor and all entities in the
network firm/network entity of which the statutory auditor is a part

disclosures in relation to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013:

a. number of complaints filed during the financial year

b. number of complaints disposed of during the financial year

c. number of complaints pending as on end of the financial year

disclosure by listed entity and its subsidiaries of ‘Loans and advances in the nature of loans to firms/companies in which directors are interested by name and amount’:

Provided that this requirement shall be applicable to all listed entities except for listed banks.

Details of material subsidiaries of the listed entity; including the date and place of incorporation and the name and date of appointment of the statutory auditors of such subsidiaries.

11. Non-compliance of any requirement of corporate governance report of sub-paras (2) to (10) above, with reasons thereof shall be disclosed.

12. The corporate governance report shall also disclose the extent to which the discretionary requirements as specified in Part E of Schedule II have been adopted.

13. The disclosures of the compliance with corporate governance requirements specified in regulation 17 to 27 and clauses (b) to (i) of sub-regulation (2) of regulation 46 shall be made in the section on corporate governance of the annual report.

Declaration signed by the chief executive officer stating that the members of board of directors and senior management personnel have affirmed compliance with the code of conduct of board of directors and senior management.

Compliance certificate from either the auditors or practicing company secretaries regarding compliance of conditions of corporate governance shall be annexed with the directors’ report.

F. Disclosures with respect to demat suspense account/ unclaimed suspense account

1. The listed entity shall disclose the following details in its annual report,as long as there are shares in the demat suspense account or unclaimed suspense account, as applicable:

a. aggregate number of shareholders and the outstanding shares in the suspense account lying at the beginning of the year;

b. number of shareholders who approached listed entity for transfer of shares from suspense account during the year;

c. number of shareholders to whom shares were transferred from suspense account during the year;

d. aggregate number of shareholders and the outstanding shares in the suspense account lying at the end of the year;

e. that the voting rights on these shares shall remain frozen till the rightful owner of such shares claims the shares.

(1) Information disclosed under clause 5A of paragraph A of Part A of Schedule III of these regulations.