How to Write an Annual Report in India: Sections, Length, Tone

To write an annual report for an Indian listed company, start by sorting what the law requires from what you choose to add. The report is several legal documents bound together. The Companies Act, 2013 and SEBI's listing rules set the content of each part. Neither sets a page count, so length is an editorial decision.

The Board's Report carries its own penalties for wrong content. The rest of the report is where investors judge your judgement.

What does the law require when you write an annual report?

The listing rules are SEBI's LODR Regulations (Listing Obligations and Disclosure Requirements). Regulation 34(2) lists what the annual report must contain. Regulation 34(3) adds the other disclosures in the Companies Act and Schedule V of the LODR. The TaxGuru drafting guide sets out the Regulation 34(2) list:

• Audited financial statements, plus the statement on impact of audit qualifications under Regulation 33(3)(d) where it applies.
• Consolidated financial statements audited by the statutory auditors.
• A cash flow statement under the indirect method only.
• The directors' report, and the Management Discussion and Analysis (MD&A), which can sit inside the directors' report or alongside it.
• A sustainability report in the format SEBI specifies.

That last item is now the BRSR, the Business Responsibility and Sustainability Report. From FY 2022-23, SEBI requires the top 1,000 listed companies by market capitalisation to file a BRSR. It replaced the earlier Business Responsibility Report. The ICSI compendium on BRSR, updated to 15 December 2025, collects the circulars, FAQs and exchange notices that govern it. For a plain-English view of the numeric part, see our explainer on BRSR and BRSR Core.

The bundle breaks down like this:

Our annual report contents checklist goes through each layer and the order the sections should appear in.

What must the Board's Report say?

The Board's Report, also called the directors' report, is where the directors account to shareholders for the year. Section 134(3) of the Companies Act, 2013 is its core. ICSI's Referencer on Board's Report notes that Section 134 and Rule 8 specify the contents. It adds that many other sections of the Act, among them 135, 149, 177, 178, 188 and 204, also push disclosures into the report.

The TaxGuru note on Section 134 lists the Section 134(3) items. In plain terms, the report must cover:

• the number of board meetings and the Directors' Responsibility Statement;
• the independent directors' declarations under Section 149(6);
• the nomination and remuneration policy (Section 178(3));
• the board's comments on every auditor and secretarial auditor qualification, reservation or adverse remark;
• loans, guarantees and investments (Section 186);
• related party contracts in Form AOC-2 (Section 188);
• the state of the company's affairs, proposed transfers to reserves and the recommended dividend;
• material changes between the balance sheet date and the report date;
• energy, technology and foreign exchange details under Rule 8(3);
• the risk management statement, the CSR policy and the board evaluation statement.

Rule 8 of the Companies (Accounts) Rules, 2014 adds more. The report must also carry:

• a financial summary;
• any change in the nature of business;
• director and key managerial person appointments and resignations;
• changes in subsidiaries, joint ventures and associates;
• deposit details;
• significant orders by regulators or courts;
• adequacy of internal financial controls;
• any pending proceedings under the Insolvency and Bankruptcy Code.

The board evaluation statement depends on company type. It applies to every listed company and every other public company with paid-up capital of ₹25 crore or more.

Key number: ₹25 lakh is the top of the fine on a company that contravenes Section 134, per TaxGuru's summary of Section 134(8).

Officers face personal exposure too. TaxGuru's summary says an officer in default can face up to three years' imprisonment, or a fine of ₹50,000 to ₹5 lakh, or both.

Which Board's Report items are law and which are good practice?

ICSI draws this line itself. On reserves, it says that if no transfer is proposed, a statement saying so is good practice. On dividends, it says the same about stating the reasons when none is recommended. Those lines cost a sentence each and most readers want them, so we'd keep them.

Annual return: extract or web link?

The sources disagree here. ICSI's 2015 referencer and a 2018 TaxGuru explainer say an extract of the annual return in Form MGT-9 forms part of the report. The later drafting guide quotes Section 134(3)(a) as asking for the web address where the annual return is placed.

A board report format note says the extract was discontinued from FY 2021-22 and a web link is used instead. Follow the web address. Every company with a website must place the annual return there and disclose the web link in the Board's Report.

Who approves and signs the Board's Report?

The board approves the report at a board meeting. TaxGuru's note says circulation and committee approval are not allowed. Under Section 134(6), the chairperson signs if the board has authorised that. Otherwise at least two directors sign, one of them the managing director where there is one.

How should the whole annual report be structured?

Orient the readerCorporate information, leadership perspective, performance and strategy.

Explain and accountBoard’s Report, MD&A, governance and BRSR where applicable.

Support and substantiateFinancial statements, notes, forms, annexures and certificates.

Build two maps before draftingA clause map for completeness. A contents plan for the reader’s journey.

Editorial overview of the layers discussed in this article, not an exhaustive legal checklist or prescribed section order. Requirements depend on the entity and applicable rules.

Start from the legal order, then add reader-friendly layers. The drafting guide splits a listed company's report into six parts:

• corporate information;
• the AGM notice with the directors' report;
• directors' report annexures;
• secretarial reports and certificates;
• financial statements;
• notice annexures.

That is a compliance order, and it works well as your internal tracker.

For the reader, we suggest the order below. The page ranges are our own working budget for a mid-sized listed company. They are not a market benchmark and not a rule. They cover the narrative half only.

At these ranges, the narrative runs to roughly 45 to 75 pages before the BRSR, annexures and accounts.

Two rows deserve their own guides. For the letter, see how to write the Chairman's and CEO's message. For the MD&A, see the Schedule V checklist and drafting order.

What goes in the annexures?

Annexures hold the forms and certificates, and they should stay out of the body. The drafting guide lists several:

• Details of directors seeking appointment or re-appointment under Regulation 36(3).
• Remuneration particulars under Section 197(12) and Rule 5(1).
• The secretarial audit report in Form MR-3.
• A corporate governance certificate under Schedule V.
• The CEO/CFO certification under Regulation 17(8).
• The certificate of non-disqualification of directors, issued by a practising CA or CS.

In practice: Build a one-page clause map before drafting. List each Section 134(3) item, each Rule 8 item and each Regulation 34 and Schedule V item against the page where it appears.

How long should an annual report be?

No provision we have listed above fixes a page count. The law fixes content, so a 90-page report and a 300-page report can both comply. A useful test for each page is whether it satisfies a clause or answers a question an investor would ask.

Most bloat comes from the same facts told three times. The same revenue figure appears in the chair's letter, the Board's Report and the MD&A, each with slightly different wording.

A TaxGuru summary of the Directors' Report says the report should be based on the standalone financial statements and should avoid repetition by referring to the financial statements for detail. ICSI's referencer takes the same view on the state of affairs. It asks for prior-year comparatives and a brief explanation of substantial deviations. It does not ask for a restatement of the accounts.

Cross-reference instead of repeating. Write the number once, in the financial summary, and point to it by page elsewhere.

Move bulky material to annexures and, where the law allows, to web links. The annual return is the clear example, because the report carries only the web address.

Publish a short report in brief as a companion. The full statutory report stays the document of record. A summary of 8 to 16 pages is for readers who will never open the main report.

Digital delivery is also easing. A SEBI circular of 5 June 2025 (SEBI/HO/DDHS/DDHS-PoD-1/P/CIR/2025/83) lets companies with listed non-convertible securities skip physical copies of annual reports. The report and results must be published digitally and reachable through a QR code. The relief covers entities with listed non-convertible securities and does not extend to pure equity companies. For what a web edition costs and delivers, see our guide to digital annual reports.

What tone should the annual report narrative use?

1. Control the sourceUse one approved finance number set, with year, basis and units stated.
2. Reference the detailLink to the financial summary or relevant note instead of repeating whole tables.
3. Explain the movementPut the reason for a material change beside the number.
4. Standardise the languageUse consistent names, units and voice; remove repeated policy text where a summary and link suffice.

Cut repetition before cutting explanationKeep the full statutory report complete. A shorter companion can help readers find the main story.

Illustrative drafting approach from this article. Cross-reference where permitted and useful; keep every required disclosure complete.

Write one consistent voice across all sections. Choose 'the Company' or 'we' once and hold it. Use the same figures, units and names everywhere. Explain a change in a number in the sentence that reports it.

Materiality calls need a visible reason. ICSI's referencer says the post-balance-sheet disclosure turns on materiality, and that ICAI set no quantitative limit when it was written. So record why you included or left out an event.

Avoid the habits that pad Board's Reports, such as long thank-you paragraphs and policy text pasted in full. Link to the policy and summarise it in two lines.

Which recent circulars affect the annual report narrative?

We can't confirm any change that alters the Board's Report requirements. The BRSR rules have moved most, and the ICSI compendium lists these items:

The exchange circular is dated 1 April 2025, while SEBI's own circular is dated 28 March 2025. Read the SEBI circular for the rule and the exchange note for filing. Use the circular's own phasing table for value chain and assurance, because summaries elsewhere differ.

Timing is another place where summaries disagree. An older timeline page says the annual report goes to the exchange within 21 working days of the AGM. The drafting guide quotes Regulation 34(1) as requiring a copy sent no later than the day dispatch to shareholders begins. Follow the regulation text, and check our annual report deadlines guide for the AGM-to-filing chain.

What this means for CFOs, company secretaries and IR teams

CFOs

• Fix one set of numbers early, and have every section pull from it.
• Own the Directors' Responsibility Statement and the internal financial controls statement. Both are board assertions, and the Section 134(3) responses to auditor qualifications need your input.
• Decide the materiality test for post-balance-sheet events and write it down.

Company secretaries

• Own the clause map and keep it live through drafting.
• Calendar a physical board meeting to approve the Board's Report, with the signatories confirmed under Section 134(6).
• Put the annual return web link in the report and confirm the page is live before the report goes out.
• Collect the annexure certificates early, especially the MR-3 and the practising professional's non-disqualification certificate.

IR teams

• Own the MD&A voice and the report in brief, and keep both consistent with the investor presentation and earnings calls.
• Draft the highlights page from the finance number set, never from memory.
• Ask the agency for a page budget by section before design starts, using the table above as a starting point. Our guide to planning and briefing annual report design covers the schedule.

Agree the page budget and the clause map before the first design file is sent. Rebuilding structure after layout is the most expensive way to cut a report.