Last updated: 18 August 2026 | By CS Sapna Malpani, Practising Company Secretary, Bangalore
On 13 August 2025, a mid-cap manufacturer settled a fine with the NSE for one late document. Not a fraud, not a restatement, not a governance scandal. It filed its annual secretarial compliance report a few days after the 60-day window closed, and the exchange applied the standard operating procedure fine of Rs 2,000 for every single day of delay. Cases like Gala Global Products and SMT Engineering show the same pattern through 2025 and 2026: the penalty is small per day, silent when it starts, and it keeps running until you file. For a company that has just listed, or is about to, that one-page certificate is also the first public signal to SEBI and investors that your compliance house is in order. This guide explains what Regulation 24A actually demands, what changed on 1 April 2025, and the exact steps to file clean.
- Deadline: Within 60 days of the financial year end (30 May for a 31 March year-end).
- Who must comply: Every equity-listed entity, from the first financial year after listing.
- Penalty: Rs 2,000 per day under the SEBI SOP, running until you file.
- Key action: Appoint a Peer Reviewed secretarial auditor for a fixed five-year term and file the report in both PDF and XBRL.
- Time to act: Start now if you list this year; the clock begins the day you list.
What the annual secretarial compliance report actually is
Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 does two separate things, and companies routinely confuse them. First, it requires every listed entity and its material unlisted subsidiaries to undergo a secretarial audit and annex the secretarial audit report to the annual report. Second, and this is the part that trips people up, it requires the listed entity to obtain a separate annual secretarial compliance report from a Practising Company Secretary and submit it to the stock exchanges within 60 days of the end of each financial year.
The two documents look similar and are often prepared by the same professional, but they answer different questions. The secretarial audit report under Section 204 checks compliance with the Companies Act, 2013 and the rules made under it. The annual secretarial compliance report checks compliance with the SEBI regulations and circulars that apply to a listed company: the LODR itself, the takeover code, insider trading norms, the ICDR framework, the buyback and depositories regulations, and the many circulars issued under them. It is a SEBI-facing certificate, not a Companies Act one.
For an IPO-bound company, this distinction matters the moment you list. From that financial year onward, you are on the hook for a report that says, in a standard ICSI format, whether you complied with the entire SEBI rulebook. According to CS Sapna Malpani, most first-year listed companies underestimate how much reconciliation this single report demands, because it pulls together every filing made across the year into one signed opinion.
The problem: a small fine that never stops on its own
The reason Regulation 24A shows up in penalty lists month after month is the design of the fine. SEBI’s standard operating procedure for LODR non-compliance, administered by the NSE and BSE, sets a fine of Rs 2,000 per day for failure to submit the secretarial compliance report under Regulation 24A(2). There is no cap that arrives quickly, and the meter runs until the day you actually file. A company that discovers the miss three months late is not looking at a token amount; it is looking at roughly Rs 1.8 lakh, plus the reputational cost of appearing on the exchange’s monthly defaulter list.
The trigger is almost always administrative rather than substantive. A secretarial auditor whose peer review certificate lapsed. An XBRL upload that failed validation and was never re-submitted. A report signed by a Company Secretary who, after 1 April 2025, is no longer eligible to sign it. Each of these leaves the company technically non-compliant even though the underlying compliance work was done. The exchange does not distinguish between a lazy company and a careless filing; the fine is the same.
What changed: the December 2024 overhaul that took effect on 1 April 2025
SEBI notified the LODR (Third Amendment) Regulations on 12 December 2024, and the changes to the secretarial audit and compliance report framework took effect on 1 April 2025. This is the update most listed companies are still catching up with, and it directly affects who can sign your annual secretarial compliance report.
The headline change is tenure. A listed entity must now appoint its secretarial auditor for a fixed term, in the same way it appoints its statutory auditor. An individual can be appointed for one term of five consecutive years. A secretarial audit firm can be appointed for up to two terms of five consecutive years each. The appointment or reappointment goes to shareholders at the AGM, on the recommendation of the board and the audit committee. Before this amendment, a secretarial auditor could be reappointed year on year with far less process.
The second change is eligibility. The secretarial auditor must be a Peer Reviewed Company Secretary, whether a firm or an individual. SEBI has given regulatory force to what was earlier an ICSI guideline. The practical effect: any annual secretarial compliance report issued after 1 April 2025 can be signed only by a Peer Reviewed Company Secretary who is eligible to act as secretarial auditor, or by the secretarial auditor the entity has formally appointed under the new framework. SEBI’s April 2025 FAQs on the LODR confirmed that the tenure of appointment cannot be less than five years.
For a company preparing to list, this reshapes a decision that used to be an afterthought. You are no longer engaging a Company Secretary for one report at a time. You are locking in a five-year professional relationship that shareholders must approve, and the person you pick must carry a valid peer review certificate on the date the report is signed. Getting this wrong does not just risk a fine; it can invalidate the report itself.
What you must do now: the eight-step Regulation 24A checklist
The report is signed by the Company Secretary, but the compliance record it certifies is built by the company through the year. Treat the following as a working checklist rather than a last-week scramble.
- Confirm your secretarial auditor is validly appointed. Check that the appointment was made for a five-year term, approved by shareholders at the AGM on board and audit committee recommendation, and that the professional holds a current peer review certificate. If your existing arrangement predates 1 April 2025, align it with the new framework at the next AGM.
- Reconcile every SEBI filing made during the year. Pull together submissions under the key LODR regulations, including shareholding patterns under Regulation 31, corporate governance reports under Regulation 27, financial results under Regulation 33, and disclosures under Regulations 29, 30 and 40. The compliance report opinion rests on this reconciliation.
- Check the material unlisted subsidiary position. Regulation 24A also captures secretarial audit of material unlisted subsidiaries. Identify which subsidiaries crossed the materiality threshold during the year and ensure their secretarial audit reports are in hand.
- Give your Company Secretary time to examine, not just certify. The report requires the professional to verify compliance and flag deviations. Provide board minutes, filing acknowledgements, the structured digital database for insider trading, and the register of related-party transactions well before the deadline.
- Prepare the report in the prescribed ICSI format. SEBI and the ICSI publish a standard format that lists each regulation, the compliance status, and any observations. Do not free-draft it; the exchanges expect the standard structure.
- File in both PDF and XBRL. Submission is mandatory in both modes on the NSE and BSE portals. An XBRL upload that fails validation counts as non-filing, so confirm the acknowledgement, not just the upload.
- Place observations before the board. Any qualification, reservation or adverse remark in the report should be tabled at the board and, where relevant, disclosed. A clean report with a hidden qualification is worse than a qualified one filed honestly.
- Log the acknowledgement and calendar next year. Save the exchange acknowledgement number, and set the next 30 May deadline immediately. For a newly listed company, mark the first-year deadline the day listing is confirmed.
Annual secretarial compliance report versus secretarial audit: know the difference
The single most common error is treating the annual secretarial compliance report and the secretarial audit report as the same filing. They are governed by different laws, use different formats, and go to different recipients. The table below sets the two side by side, along with the Companies Act secretarial audit that unlisted companies over the threshold also face.
A useful way to hold the difference in mind: the secretarial audit report is the deep annual examination that lands in the annual report, while the annual secretarial compliance report is the SEBI-specific certificate that the exchanges want in their hands within 60 days. One is read by shareholders; the other is watched by the regulator.
The deeper implication for IPO-bound companies
For a company on the runway to listing, Regulation 24A is a preview of life as a public company, and it arrives fast. The first annual secretarial compliance report is due within 60 days of the close of the financial year in which you list. If you list in, say, October, your first full-year report follows the very next 31 March. There is no grace period that lets a new entrant find its feet, which is why a pre-IPO compliance countdown should account for it early.
The strategic point is that this report is public-facing evidence of your governance discipline. A clean, on-time report signals to SEBI, exchanges and institutional investors that the compliance function is real, alongside a sound corporate governance gap analysis and correctly constituted board committees. A late or qualified report does the opposite, and it lands in the same monthly disclosures that analysts read. According to CS Sapna Malpani, companies that build the reconciliation habit before listing almost never miss the first deadline, while those that treat the report as a post-listing formality are the ones that appear on the defaulter lists in their debut year.
Looking ahead, the direction of travel is toward more scrutiny, not less. SEBI has floated a consultation on strengthening the secretarial compliance report, aimed at widening its scope and deepening the checks a Company Secretary performs. The forward prediction is that the report will become harder to sign casually and more valuable to sign well. Companies that treat their secretarial auditor as a genuine five-year partner, rather than a signature at year-end, will be the ones ready for the tighter version.
Key takeaways
- The annual secretarial compliance report is due within 60 days of the financial year end, meaning 30 May for a 31 March year-end.
- Delay attracts Rs 2,000 per day under the SEBI SOP, running until you file, with roughly Rs 1.8 lakh accrued by day 90.
- From 1 April 2025, the secretarial auditor is appointed for a fixed five-year term, approved by shareholders at the AGM.
- The auditor and signatory must be a Peer Reviewed Company Secretary holding a valid peer review certificate on the signing date.
- The report must be filed in both PDF and XBRL; a failed XBRL validation counts as non-filing.
- The compliance report under Reg 24A is different from the Form MR-3 secretarial audit report; they answer different questions.
- Newly listed companies are in scope from their first financial year, with no settling-in period.
- SEBI is consulting on a stronger version of the report, so build the reconciliation discipline now.
Sources and references
- SEBI (LODR) Regulations, 2015, Regulation 24A: Regulation 24A ready reckoner
- SEBI LODR (Third Amendment) Regulations, 2024 and five-year secretarial auditor term: Business Standard report
- SEBI FAQs on LODR, April 2025: SEBI LODR FAQs (PDF)
- ICSI format of the Annual Secretarial Compliance Report: ICSI ASCR format (PDF)
- SEBI consultation on strengthening the Secretarial Compliance Report: MMJC analysis
If you are listed, or listing this year, the annual secretarial compliance report is one deadline you cannot afford to treat as routine. CS Sapna Malpani helps listed and IPO-bound companies in Bangalore build the reconciliation, appoint a Peer Reviewed secretarial auditor correctly, and file the report in PDF and XBRL without a single day of penalty.
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Frequently asked questions
What is the deadline for the annual secretarial compliance report under Regulation 24A?
The annual secretarial compliance report must be submitted to the stock exchanges within 60 days of the end of the financial year. For a company with a 31 March year-end, that means 30 May. The deadline is the same regardless of when the AGM is held, because the report tracks the financial year, not the AGM cycle. For the year ended 31 March 2026, the report was due on 30 May 2026, and any company that missed it has been accruing the daily fine since 31 May.
What is the penalty for late filing of the secretarial compliance report?
Under SEBI’s standard operating procedure for LODR non-compliance, the fine for failing to submit the report under Regulation 24A(2) is Rs 2,000 per day until the company files. The fine is administered by the NSE and BSE and keeps running with no quick cap, so a delay of 90 days works out to roughly Rs 1.8 lakh. The company is also listed in the exchange’s monthly non-compliance disclosures, and continued non-payment of the exchange fine can lead to freezing of promoter shareholding.
Who can sign the annual secretarial compliance report after 1 April 2025?
From 1 April 2025, the report can be signed only by a Peer Reviewed Company Secretary who is eligible to act as secretarial auditor, or by the secretarial auditor formally appointed by the listed entity under the amended Regulation 24A. The professional must hold a valid peer review certificate on the date of signing. A report signed by a Company Secretary who does not meet these conditions risks being treated as invalid, which can leave the company non-compliant even though a report was filed.
How is the secretarial compliance report different from the secretarial audit report?
The annual secretarial compliance report under Regulation 24A checks compliance with SEBI regulations and circulars that apply to listed companies, and it goes to the stock exchanges within 60 days of year-end in a standard format. The secretarial audit report in Form MR-3 is the broader annual examination under Section 204 of the Companies Act, covering the Companies Act, SEBI laws and other applicable laws, and it is annexed to the board’s report in the annual report. The same Company Secretary often prepares both, but they are separate documents with separate purposes.
Does a newly listed company have to file the report in its first year?
Yes. A company that lists during a financial year is in scope for the annual secretarial compliance report from that financial year, with no settling-in period. The first report is due within 60 days of the close of the financial year in which the listing happened. Companies preparing for an IPO should set up the secretarial auditor appointment and the reconciliation process before listing, so the first deadline is met cleanly rather than discovered late.
Do both PDF and XBRL filings count, or is one enough?
Both are mandatory. The report must be submitted in PDF and in XBRL mode on the NSE and BSE portals. An XBRL upload that fails validation is treated as non-filing, so it is not enough to click submit; the company must confirm the acknowledgement went through in both modes. A common cause of the daily fine is a PDF filed on time while the XBRL submission silently failed validation and was never corrected.
This article is general information for company secretaries, directors and founders, and is not legal advice. Verify current requirements against the relevant SEBI regulations and circulars, or consult a Practising Company Secretary, before acting.