Annual Report Contents Checklist: Companies Act 2013 and LODR Order

Ask ten annual-report design agencies where the Business Responsibility and Sustainability Report (BRSR) belongs in the printed book and you'll get ten different page numbers. Ask ten company secretaries whether the annual return has to be bound inside the annual report and a surprising number say yes. Any annual report contents checklist for an Indian company has to start from a structural fact: the document is governed by three rulebooks stacked in a fixed order, and only the outermost layer applies once a company lists its shares. SEBI's circular of 20 December 2024 fixing the reporting format for BRSR Core is a good trigger to go back to first principles.

Three rulebooks, one bound document

The starting point is the Companies Act, 2013 itself: Section 134 (the Board's Report) read with Section 129 and Schedule III (the financial statements). This layer applies to every company registered in India, private or public, listed or not.

The second layer sits inside the Companies (Accounts) Rules, 2014, which convert broad statutory language into specific annexures such as the Corporate Social Responsibility (CSR) report, the AOC-2 related-party disclosure and the Section 186 loan and investment particulars. Some of these Rules-based annexures apply universally; others bite only once a company crosses a size or listing threshold.

The third layer belongs to the Securities and Exchange Board of India (SEBI) alone: Regulation 34 of the Listing Obligations and Disclosure Requirements (LODR) Regulations, 2015, read with Schedule V. That is what requires a Management Discussion and Analysis (MD&A), a Corporate Governance Report, a BRSR and a CEO/CFO certification, and it binds listed entities only.

Treat these as concentric obligations rather than one flat checklist and drafting gets easier, because each layer has its own trigger, its own signing authority and its own penalty.

What must every company include under Section 134 and Schedule III?

The Board's report and any annexures under sub-section (3) shall be signed by the chairperson if authorised by the Board, and where the chairperson is not so authorised, by at least two directors, one of whom shall be a managing director, or by the sole director where there is one.

The report must state the total number of Board meetings held during the year and carry the Directors' Responsibility Statement, which confirms, among other things, that applicable accounting standards were followed with proper explanation of material departures, that accounting policies were applied consistently to give a true and fair view, and that the accounts were prepared on a going-concern basis.

Financial statements must follow the Schedule III format under Section 129. Schedule III is the prescribed presentation format for the balance sheet and the statement of profit and loss, and it has not stood still. The Ministry of Corporate Affairs (MCA) amended Schedule III on 24 March 2021, effective from 1 April 2021, to enhance disclosures across Division I (Indian GAAP), Division II (Ind AS) and Division III (NBFCs). The changes annual-report teams still trip over include disclosure of promoter shareholding and the percentage change during the year, for all companies rather than listed companies alone, along with ageing schedules for trade receivables, trade payables, capital work-in-progress and intangible assets under development, and new notes on struck-off company dealings and non-compliance with layering restrictions.

Key number: ₹3,00,000, the penalty a company faces for defaulting on its Section 134 Board's Report obligations, with a further ₹50,000 for every officer in default.

That figure comes straight from the statute: a company in default of Section 134 is liable to a penalty of ₹3,00,000, and every officer of the company who is in default is liable to a penalty of ₹50,000. It's a small number by listed-company standards, and it applies to every company in the country, which is the point of the first layer.

Layer two: the annexures the Accounts Rules bolt on

Section 134(3) is deliberately skeletal. The Companies (Accounts) Rules, 2014 fill in the annexures that make up most of a Board's Report's bulk. Four are worth calling out because they are the ones auditors and secretarial teams query most often at sign-off.

The CSR annexure follows from Section 135. The Board's report must disclose the composition of the CSR Committee, and the Board must ensure at least 2% of average net profit over the preceding three financial years is spent on the CSR policy every year, with reasons recorded in the report for any shortfall in spending.

AOC-2 covers related-party contracts. The Board's Report must set out particulars of contracts or arrangements with related parties referred to in sub-section (1) of Section 188, in the prescribed form. That prescribed form is AOC-2, and it sits as a standalone annexure rather than inside the financial statement notes. This is the part most teams misfile.

The secretarial audit report in Form MR-3, required under Section 204 for listed companies and other prescribed classes of public company, and the Section 186(4) particulars of loans, guarantees and investments round out the annexures that most mid-cap and large companies will need even without a listing.

In practice: build the annexure sequence once as a template (CSR, AOC-2, MR-3, Section 186, conservation of energy/technology absorption/forex) and reuse it every year rather than re-deriving the order at draft stage.

What does SEBI add only for listed entities?

Regulation 34 of the LODR Regulations is where the annual report stops being a Companies Act document and becomes a securities-law document. It requires the MD&A, the Corporate Governance Report and the BRSR to be woven into the same bound document that carries the statutory financial statements, and it requires the CEO and CFO to certify the numbers separately from the Board.

The MD&A is the section where management explains, in its own words, what happened in the year and why; Schedule V Part B lists ten items it must cover, including a rule on key financial ratios that moved 25% or more.

The CEO and CFO affirm the accuracy of the financial statements, adherence to accounting standards and the absence of fraudulent transactions, and the certification also covers the evaluation of internal control systems and disclosure of any deficiencies. None of this appears in the Companies Act. It exists because a company chose to raise capital from the public.

SEBI's 20 December 2024 circular on BRSR Core reporting

The clearest illustration of the third layer at work in 2024 was SEBI's circular on BRSR Core reporting. BRSR Core is the assured subset of the BRSR: nine ESG attributes with prescribed KPIs and measurement methods, cross-referenced to the questions in the full report they draw on.

SEBI issued Circular SEBI/HO/CFD/CFD-PoD-1/P/CIR/2024/177 on 20 December 2024, outlining industry standards for the reporting of BRSR Core. These standards were developed by the Industry Standards Forum, comprising ASSOCHAM, FICCI and CII, to standardise implementation of BRSR Core disclosures under the LODR Regulations, and specifically to help entities comply with Regulation 34(2)(f), applicable for financial year 2024-25 and onwards. The National Stock Exchange (NSE) passed the requirement down to its listed universe the same day: its circular referenced SEBI Circular No. SEBI/HO/CFD/CFD-PoD-1/P/CIR/2024/177 dated December 20, 2024, titled "Industry Standards on Reporting of BRSR Core".

Be precise about what that circular did. It fixed the format and verification approach for BRSR Core reporting. It did not invent the assurance glide path, which had already been set out in July 2023. That earlier circular established that from FY 2023-24, the top 1,000 listed entities by market capitalisation make BRSR disclosures as part of their annual reports, with mandatory assurance phased in over time, and that value chain, for this purpose, means the top upstream and downstream partners cumulatively comprising 75% of a listed entity's purchases or sales by value.

Key number: 75%, the share of purchases or sales that must be covered by a listed company's upstream and downstream partners before those partners count as its "value chain" for BRSR Core reporting.

SEBI has since eased the timetable rather than tightened it. The mandatory BRSR Core assessment or assurance schedule is phased, starting with the top 150 listed entities in FY 2023-24 and expanding to the top 1,000 by FY 2026-27, and a March 2025 circular gave companies a choice between "assurance" and a lighter-touch "assessment" route. Value-chain ESG disclosure, originally proposed on a comply-or-explain basis from FY 2024-25, was deferred by one year, with voluntary disclosure beginning FY 2025-26 and assessment or assurance from FY 2026-27.

Company secretaries drafting this year's report should treat the value-chain section as voluntary for now, not comply-or-explain, and flag the distinction to the board. Whether your entity is in scope at all turns on three separate market-capitalisation thresholds that no longer move together.

In what order should the sections appear in the bound report?

Practitioners rarely get a single document that lays out where each mandatory section physically sits. The Companies Act does not prescribe a sequence; layering the three sources gives a workable print order, and it is the order most large Indian reports settle on.

If you're briefing an external production partner from this table, the sequence is also the cleanest way to define scope: see our note on scope tiers and fee bands for annual report agencies.

Annual report vs annual return: two different documents

The most persistent confusion in practice is between the annual report and the annual return. They are not the same document, they don't share a filing deadline, and the return is never bound into the report.

The annual return is a standalone e-filing lodged with the Registrar of Companies under Section 92, in Form MGT-7 for most companies or the abridged MGT-7A for small companies and one-person companies, on its own timeline following the AGM. It never travels inside the PDF or the printed book that goes to shareholders.

The Board's Report used to carry a full extract of the annual return on Form MGT-9; that requirement has since been replaced. The Board's Report is now only required to disclose the web address, if any, where the annual return of the company has been placed. Getting this wrong is one of the more common errors we see when a client hands an agency a "compliance annexure list" that hasn't separated ROC filings from shareholder communication.

What this means for CFOs, company secretaries and IR teams

For CFOs, the practical task is sequencing sign-off. Financial statements and the auditor's report close last, but the CEO/CFO certification under the LODR layer has to be dated consistently with the Board's approval of those statements, not before it.

For company secretaries, the discipline is keeping the three legal triggers visible on the compliance calendar separately, so that a private subsidiary added to the group this year doesn't get handed the listed-entity checklist by mistake, and so that MGT-7 and MGT-7A deadlines are tracked independently of the annual report print schedule.

For investor relations teams and report designers, the BRSR Core reporting-format standard released in December 2024 means the sustainability section can no longer be drafted as free-form narrative. It has a fixed data structure that needs to match the format the assurance provider will test against, and the value-chain section is, for now, optional.

One habit is worth keeping: build the checklist from Section 134 outward, through the Accounts Rules, to LODR Regulation 34, rather than from last year's PDF. Last year's report may have carried a comply-or-explain disclosure that has since become voluntary, or a certification format that a later SEBI circular has quietly amended. Working outward from the statute catches those shifts before the printer does.