Reg 36 annual report to shareholders
Sending the annual report, or a letter with the web link and exact path to it, to every shareholder ahead of the annual general meeting.
Standing duty, no filing date
- SEBI
- SEBI events and governance
- Not specified
- 2026-09-01
LODR no longer fixes the dispatch date. Reg 36(2), which required the annual report to go out not less than twenty one days before the annual general meeting, was omitted with effect from 13 December 2024, so the dispatch clock now comes from the Companies Act, 2013. What Reg 36 still requires is the content: a soft copy to shareholders with a registered email, and a letter with the web link and the exact path for shareholders without one.
The LODR dispatch deadline is gone. Reg 36(2) required the annual report not less than twenty one days before the annual general meeting and was omitted with effect from 13 December 2024. A checklist that still shows a twenty one day LODR deadline is citing an omitted provision; the surviving clock sits in the Companies Act, 2013. What changed alongside it is the content for a shareholder without a registered email, who now gets a letter with the web link and exact path rather than a hard copy of the salient features.
Deadlines counted from an event
Send a soft copy of the full annual report to every shareholder who has registered an email address. Send every other shareholder a letter carrying the web link to the annual report and the exact path where it can be accessed. Reg 36(1)(b) was substituted with effect from 13 December 2024 and replaced the earlier hard copy of the salient features under section 136 of the Companies Act, 2013. A hard copy of the full annual report goes only to a shareholder who asks for it, under Reg 36(1)(c). Reg 36(3) requires the notice to carry the information about a new director, and Reg 36(5) requires the explanatory statement on an auditor appointment to carry the prescribed disclosures.
The rule
Send a soft copy of the full annual report to every shareholder who has registered an email address. Send every other shareholder a letter carrying the web link to the annual report and the exact path where it can be accessed. Reg 36(1)(b) was substituted with effect from 13 December 2024 and replaced the earlier hard copy of the salient features under section 136 of the Companies Act, 2013. A hard copy of the full annual report goes only to a shareholder who asks for it, under Reg 36(1)(c). Reg 36(3) requires the notice to carry the information about a new director, and Reg 36(5) requires the explanatory statement on an auditor appointment to carry the prescribed disclosures.
Who must comply
- Every entity with specified securities listed on a recognised stock exchange
- Every shareholder, whether or not an email address is registered
- Reg 36(2), the requirement to send the annual report not less than twenty one days before the annual general meeting, was omitted with effect from 13 December 2024.
Statutory basis
Before you file
- Get the annual report approved and published on the entity's website.
- Get the register of shareholders with registered email addresses from the registrar and transfer agent.
- Prepare the letter with the web link and the exact path to the annual report.
- Prepare the Reg 36(3) information on any new director for the notice.
- Prepare the Reg 36(5) disclosures for the auditor appointment explanatory statement.
How to file
- Send the soft copy of the annual report to every shareholder with a registered email address.
- Send the letter with the web link and exact path to every other shareholder.
- Send a hard copy to any shareholder who requests one.
- Take the dispatch deadline from the Companies Act, 2013, because LODR no longer fixes one.
- Submit the annual report to the exchanges under Reg 34.
Dispatch to shareholders, with the report filed to the exchanges
If you miss it
No per-day exchange fine is asserted here, because this provision is not on the fine table we have verified. A breach of a corporate-governance condition is a breach of listing conditions, which section 23E of the Securities Contracts (Regulation) Act reaches at not less than ₹5 lakh and up to ₹25 crore. SEBI's other head is section 15HB of the SEBI Act, the residual penalty that applies where the Act provides no specific penalty for the contravention. Section 15A(b) is not the right head, because a missed meeting is not a failure to furnish information.
- The default shows in the quarterly governance report inside Integrated Filing (Governance), so it becomes visible to the exchange and to investors without any separate complaint
- SEBI has moved to a settlement route for many governance defaults, which still carries a settlement amount and an admission on the record
Recent changes affecting this
Relaxation from SEBI Master Circular for Minimum Public Shareholding Non-Compliance
Master Circular for compliance with the provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 by listed entities
Minimum Information for Audit Committee and Shareholder Approval of Related Party Transactions
Master Circular for listing obligations and disclosure requirements for Non-convertible Securities, Securitized Debt Instruments and/ or Commercial Paper
Common questions
Is the annual report still due twenty one days before the AGM?
Not under LODR. Reg 36(2) carried that period and it was omitted with effect from 13 December 2024. Any twenty one day figure now has to be cited to the Companies Act, 2013, not to LODR.
What goes to a shareholder with no registered email?
A letter carrying the web link to the annual report and the exact path where it can be accessed. That replaced the hard copy of the section 136 salient features on 13 December 2024.
Can a shareholder still get a hard copy?
Yes, on request. Reg 36(1)(c) covers that.