Listed Company ESOP Annual Disclosure and Reporting

Every year, your listed company has to prove its ESOP scheme is compliant, and the deadlines do not wait. Patron Accounting runs your annual SBEB disclosure and reporting on a per-year retainer: the Regulation 14 annual-report disclosures, the secretarial-auditor certificate for the AGM, the board-report statements and every related filing, done on time, every year.

An ESOP scheme is not a set-and-forget asset. Once it is in place, the SBEB Regulations impose a fixed annual cycle of disclosures and certifications, anchored on Regulation 14 and the company's AGM. Miss a step and it shows up in the secretarial compliance report and the annual filing. We own that cycle so it runs without gaps.

Content is reviewed quarterly for accuracy.

The annual cycle has a handful of core deliverables, each with its own basis and timeline:

• Regulation 14 annual-report disclosures: we compile the Schedule I disclosures for each scheme, options and SARs in force, granted, vested, exercised, lapsed and outstanding, with the qualitative and financial-impact narrative.
• Secretarial-auditor certificate at the AGM: the Board places before shareholders a certificate from the secretarial auditors that the scheme has been implemented in line with the regulations and the general-meeting resolution; the AGM falls within six months of the financial-year end.
• Board report disclosures (Part F): we draft the directors'-report statements that disclose any material change and confirm compliance.
• Section 178 NRC documentation: the committee meets at least once a year; we prepare the agenda, minutes and resolutions.
• Secretarial compliance and filings: we support the Regulation 24A report within 60 days of FY close, event disclosures under Regulation 30, and website disclosure under Regulation 46.

• The scheme document and any variations or fresh grants in the year.
• The grant register: options or SARs granted, vested, exercised, lapsed and outstanding.
• The financial-year end and AGM date.
• The Nomination and Remuneration Committee composition and meeting dates.
• Prior year disclosures and the secretarial compliance report.

All fees and charges listed are indicative only and do not constitute a binding offer. Final amounts may vary depending on the volume of work and the complexity involved.

Professional service charges for drafting, filing, and representation are separate from the statutory fees. The exact fee depends on the complexity of the case, disputed amount, and number of hearings required. Contact us for a detailed quote.

Get a free Listed Company ESOP Annual Disclosure consultation - Call +91 945 945 6700 or WhatsApp us. No-obligation assessment.

10,000+ Businesses | 4.9 Google Rating | 50,000+ Documents Processed | 15+ Years

Patron Accounting LLP is a CA and CS firm with 15+ years running annual SEBI and secretarial compliance for listed companies.

With offices in Pune, Mumbai, Delhi and Gurugram, Patron Accounting serves businesses across India, both in-person and remotely.

This page sits within our listed-company ESOP work, alongside SEBI SBEB regulations compliance and Regulation 9A founder ESOP treatment, all delivered through our ESOP management and compliance services.

The annual disclosure draws on your secretarial audit, and the deadlines sit in your compliance calendar. Unlisted ESOPs are handled in ESOP management and compliance services. See also the full ESOP services hub.

SBEB Regulation 14: requires listed entities to make extensive annual-report disclosures on their ESOP and SAR schemes, in the Schedule I detailed format covering options in force, granted, vested, exercised, lapsed and outstanding, with financial impact.

Secretarial-auditor certificate: the Board must, at each AGM, place before shareholders a certificate from the secretarial auditors that the scheme has been implemented per the regulations and the general-meeting resolution.

Board report and compliance report: the directors' report discloses any material change and compliance status per Part F of Schedule I, and a Secretarial Compliance Report under LODR Regulation 24A is filed within 60 days of the financial-year close, with the annual secretarial audit report annexed to the annual report.

NRC, events and website: the Section 178 Nomination and Remuneration Committee documents its annual oversight, event-based disclosures are made under LODR Regulation 30, and scheme documents are disclosed on the website under LODR Regulation 46.

Authoritative sources: the Securities and Exchange Board of India (SBEB Regulation 14, LODR), the SEBI circulars and compliance-report format, the Ministry of Corporate Affairs (Section 178 NRC, Companies Act), and the Companies Act and Rules.

Annual ESOP disclosures cluster tightly around the year-end and the AGM, and a missed certificate or a wrong Schedule I number shows up in the secretarial compliance report and the annual filing for everyone to see. A managed retainer means the numbers are reconciled, the certificate is ready for the AGM, and every filing lands on time, not in a last-minute rush before the meeting.

Listed-company ESOP compliance does not end when the scheme is adopted; it recurs every year through SBEB Regulation 14, the AGM secretarial-auditor certificate, the board-report disclosures and a calendar of filings.

Patron Accounting LLP, a CA and CS firm with 15+ years of listed-company compliance experience, runs this annual cycle on a predictable per-year retainer, alongside the SBEB compliance and Regulation 9A spokes, so your reporting is always current and clean.