Regulation 52 - Financial Results - Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015

Financial Results. 52. 16 [ (1) The listed entity shall prepare and submit un-audited or audited quarterly and year to date standalone financial results on a quarterly basis in the format as specified by the Board within forty- five days from the end of the quarter, other than last quarter, to the recognized stock exchange(s): 35 [ Provided that for the last quarter of the financial year, the listed entity shall submit un-audited or audited quarterly and year to date standalone financial results within sixty days from the end of the quarter to the recognised stock exchange(s): ] Provided 36 [ further ] that in case of entities which have listed their debt securities, a copy of the financial results submitted to stock exchanges shall also be provided to Debenture Trustees on the same day 37 [ **** ] . ] (2) The listed entity shall comply with following requirements with respect to preparation, approval, authentication and publication of annual and 17 [ quarterly ] financial results: 18 [ (a) Un-audited financial results on quarterly basis shall be accompanied by limited review report prepared by the statutory auditors of the listed entity, in the format as specified by the Board: Provided that in case of issuers whose accounts are audited by the Comptroller and Auditor General of India, the report shall be provided by any practising Chartered Accountant. ] (b) 19 [ The quarterly ] results shall be taken on record by the board of directors and signed by the managing director / executive director. (c) The audited results for the year shall be submitted to the recognised stock exchange(s) in the same format as is applicable for 20 [ quarterly ] financial results. 21 [ (d) The annual audited standalone and consolidated financial results for the financial year shall be submitted to the stock exchange(s) within sixty days from the end of the financial year along with the audit report: 38 [ Provided that issuers, which are required to be audited by the Comptroller and Auditor General of India under applicable law, shall submit: (i) un-audited financial results along with the limited review report issued by the Comptroller and Auditor General of India or an auditor appointed by the Comptroller and Auditor General of India or a Practising Chartered Accountant, to the stock exchange(s), within sixty days from the end of the financial year; and (ii) the financial results, audited by the Comptroller and Auditor General of India, to the stock exchange(s), within nine months from the end of the financial year. ]] (e) Modified opinion(s) in audit reports 22 [ /limited review reports ] that have a bearing on the interest payment/ dividend payment pertaining to non-convertible 23 [ securities ] / redemption or principal repayment capacity of the listed entity shall be appropriately and adequately addressed by the board of directors while publishing the accounts for the said period. 39 [ **** ] 12 [ Provided that in case of entities which have listed their equity shares and debt securities, a copy of the financial results submitted to stock exchanges shall be provided to Debenture Trustees on the same day the information is submitted to stock exchanges. ] 40 [ (2A) The listed entity shall submit a statement of assets and liabilities and statement of cash flows as at the end of every half year, by way of a note, along with the financial results. ] (3) (a) The annual audited financial results shall be submitted along with the annual audit report and [Statement on Impact of Audit Qualifications (applicable only] 1 for audit report with modified opinion[)] 2 [;] 3 [Provided that, in case of audit reports with unmodified opinion, the listed entity shall furnish a declaration to that effect to the Stock Exchange(s) while publishing the annual audited financial results.] 4 (b) 14 [ **** ] (c) [***] 7 (d) The applicable [format] 8 of [Statement on Impact of Audit Qualifications (for audit report with modified opinion)] 9 shall be [in the manner as] 10 specified by the Board [***] 11 . 41 [ (4) The listed entity, while submitting quarterly and annual financial results, shall disclose the following line items along with the financial results: (a) debt-equity ratio; (b) debt service coverage ratio; (c) interest service coverage ratio; (d) outstanding redeemable preference shares (quantity and value); (e) capital redemption reserve/debenture redemption reserve; (f) net worth; (g) net profit after tax; (h) earnings per share: (i) current ratio; (j) long term debt to working capital; (k) bad debts to Account receivable ratio; (l) current liability ratio; (m) total debts to total assets; (n) debtors turnover; (o) inventory turnover; (p) operating margin percent; (q) net profit margin percent: Provided that if the information mentioned in sub-regulation (4) above is not applicable to the listed entity, it shall disclose such other ratio/equivalent financial information, as may be required to be maintained under applicable laws, if any. ] 30 [ **** ] (6) The listed entity which has listed its non convertible redeemable preference shares shall make the following additional disclosures as notes to financials: 31 [ **** ] (b) free reserve as on the end of half year; (c) securities premium account balance (if redemption of redeemable preference share is to be done at a premium, such premium may be appropriated from securities premium account): Provided that disclosure on securities premium account balance may be provided only in the year in which non convertible redeemable preference shares are due for redemption; (d) track record of dividend payment on non convertible redeemable preference shares: Provided that in case the dividend has been deferred at any time, then the actual date of payment shall be disclosed; (e) breach of any covenants under the terms of the non convertible redeemable preference shares: Provided that in case a listed entity is planning a fresh issuance of shares whose end use is servicing of the non convertible redeemable preference shares (whether dividend or principle redemption), then the same shall be disclosed whenever the listed entity decided on such issuances. 42 [ (7). The listed entity shall submit to the stock exchange(s), along with the quarterly financial results, a statement indicating the utilisation of the issue proceeds of non-convertible securities, in such format as may be specified by the Board, till such proceeds of issue have been fully utilised or the purpose for which the proceeds were raised has been achieved. ] 43 [ (7A). The listed entity shall submit to the stock exchange(s), along with the quarterly financial results, a statement disclosing material deviation(s) (if any) in the use of issue proceeds of non-convertible securities from the objects of the issue, in such format as may be specified by the Board, till such proceeds have been fully utilised or the purpose for which the proceeds were raised has been achieved. ] (8) The listed entity shall, within two 34 [ working ] days of the conclusion of the meeting of the board of directors, publish the financial results and 44 [ the line items ] referred to in sub-regulation (4), in at least one English national daily newspaper circulating in the whole or substantially the whole of India 45 [ : ] 46 [ Provided that if the listed entity has submitted both standalone and consolidated financial results, to the stock exchange(s), it shall publish consolidated financial results along with the line items referred to in sub-regulation (4), in the newspaper 47 [ : ]] 48 [ Provided further that listed entities may publish only a window advertisement in the newspapers that refers to a Quick Response Code and the link of the website of the listed entity and stock exchange(s), where such financial results are available and capable of being accessed by the investors subject to the following conditions: i. For non-convertible securities outstanding as on the date of notification of this proviso, the listed entity has obtained the prior approval from the debenture trustee; ii. In case of any issuances after the date of notification of this proviso, the listed entity shall either make a disclosure in the offer document regarding the window advertisement in the newspapers or obtain prior approval from the debenture trustee. ] ************* NOTES:- 1 Substituted for either Form A for audit report with unmodified opinion, or Form B by SEBI (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2016 , w.e.f. 01.04.2016. 2 Inserted by SEBI (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2016 , w.e.f. 01.04.2016. 3 Substituted for the symbol . by SEBI (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2016 , w.e.f. 01.04.2016. 4 Inserted by SEBI (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2016 , w.e.f. 01.04.2016. 5 Substituted for Form B by SEBI (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2016 , w.e.f. 01.04.2016. 6 The words and the Qualified Audit Report Review Committee in the manner specified in Schedule VIII omitted by SEBI (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2016 , w.e.f. 01.04.2016. 7 Omitted by SEBI (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2016 , w.e.f. 01.04.2016. Prior to omission, sub regulation (3) read as follows:, The listed entity shall on the direction issued by the Board, carry out the necessary steps, for rectification of modified opinion and/or submission of revised pro-forma financial results, in the manner specified in Schedule VIII 8 Substituted for formats by SEBI (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2016 , w.e.f. 01.04.2016 9 Substituted for Form A and Form B by SEBI (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2016 , w.e.f. 01.04.2016 10 Inserted by SEBI (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2016 , w.e.f. 01.04.2016. 11 The words from time to time omitted by SEBI (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2016 , w.e.f. 01.04.2016 12. Inserted vide NOTIFICATION No. SEBI/LAD-NRO/GN/2019/12 dated 07-05-2019 13. Substituted vide NOTIFICATION No. SEBI/LAD-NRO/GN/2019/12 dated 07-05-2019 before it was read as (5) While submitting the information required under sub- regulation (4), the listed entity shall submit to stock exchange(s), a certificate signed by debenture trustee that it has taken note of the contents. 14. Omitted vide Notification No. SEBI/LAD-NRO/GN/2021/22 dated 05-05-2021 before it was read as (b) The [Statement on Impact of Audit Qualifications (for audit report with modified opinion] 5 and the accompanying annual audit report submitted in terms of clause (a) shall be reviewed by the stock exchange(s) [***] 6 . 15. Omitted Vide Notification No. SEBI/LAD-NRO/GN/2021/42 dated 13-08-2021 before it was read as: (a) credit rating and change in credit rating (if any); (b) asset cover available, in case of non convertible debt securities; (d) previous due date for the payment of interest/ dividend for non-convertible redeemable preference shares/ repayment of principal of non-convertible preference shares /non convertible debt securities and whether the same has been paid or not; and, (e) next due date for the payment of interest/ dividend of non-convertible preference shares /principal along with the amount of interest/ dividend of non-convertible preference shares payable and the redemption amount; 16. Substituted vide Notification No. SEBI/LAD-NRO/GN/2021/47 dated 07-09-2021 before it was read as (1)The listed entity shall prepare and submit un-audited or audited financial results on a half yearly basis in the format as specified by the Board within forty five days from the end of the half year to the recognised stock exchange(s). 17. Substituted vide Notification No. SEBI/LAD-NRO/GN/2021/47 dated 07-09-2021 before it was read as half-yearly 18. Substituted vide Notification No. SEBI/LAD-NRO/GN/2021/47 dated 07-09-2021 before it was read as (a) Un-audited financial results shall be accompanied by limited review report prepared by the statutory auditors of the listed entity or in case of public sector undertakings, by any practising Chartered Accountant, in the format as specified by the Board: Provided that if the listed entity intimates in advance to the stock exchange(s) that it shall submit to the stock exchange(s) its annual audited results within sixty days from the end of the financial year, un-audited financial results for the last half year accompanied by limited review report by the auditors need not be submitted to stock exchange(s). 19. Substituted vide Notification No. SEBI/LAD-NRO/GN/2021/47 dated 07-09-2021 before it was read as Half-yearly 20. Substituted vide Notification No. SEBI/LAD-NRO/GN/2021/47 dated 07-09-2021 before it was read as half-yearly 21. Substituted vide Notification No. SEBI/LAD-NRO/GN/2021/47 dated 07-09-2021 before it was read as, (d) If the listed entity opts to submit un-audited financial results for the last half year accompanied by limited review report by the auditors, it shall also submit audited financial results for the entire financial year, as soon as they are approved by the board of directors. 22. Inserted vide Notification No. SEBI/LAD-NRO/GN/2021/47 dated 07-09-2021 23. Substituted vide Notification No. SEBI/LAD-NRO/GN/2021/47 dated 07-09-2021 before it was read as redeemable debentures 24. Inserted vide Notification No. SEBI/LAD-NRO/GN/2021/47 dated 07-09-2021 25. Substituted vide Notification No. SEBI/LAD-NRO/GN/2021/47 dated 07-09-2021 before it was read as half yearly 26. Inserted vide Notification No. SEBI/LAD-NRO/GN/2021/47 dated 07-09-2021 27. Omitted vide Notification No. SEBI/LAD-NRO/GN/2021/47 dated 07-09-2021 before it was read as asset cover 28. Inserted vide Notification No. SEBI/LAD-NRO/GN/2021/47 dated 07-09-2021 29. Omitted vide Notification No. SEBI/LAD-NRO/GN/2021/47 dated 07-09-2021 before it was read as, Provided further that the requirement of this sub- regulation shall not be applicable in case of unsecured debt instruments issued by regulated financial sector entities eligible for meeting capital requirements as specified by respective regulators. 30. Omitted vide Notification No. SEBI/LAD-NRO/GN/2021/47 dated 07-09-2021 before it was read as 13 [ (5) The listed entity shall, within seven working days from the date of submission of the information required under sub- regulation (4), submit to stock exchange(s), a certificate signed by debenture trustee that it has taken note of the contents. ] 31. Omitted vide Notification No. SEBI/LAD-NRO/GN/2021/47 dated 07-09-2021 before it was read as (a) profit for the half year and cumulative profit for the year; 32. Substituted vide Notification No. SEBI/LAD-NRO/GN/2021/47 dated 07-09-2021 before it was read as (7) The listed entity shall submit to the stock exchange on a half yearly basis along with the half yearly financial results, a statement indicating material deviations, if any, in the use of proceeds of issue of non convertible debt securities and non-convertible redeemable preference shares from the objects stated in the offer document. 33. Inserted vide Notification No. SEBI/LAD-NRO/GN/2021/47 dated 07-09-2021 34. Substituted vide Notification No. SEBI/LAD-NRO/GN/2021/47 dated 07-09-2021 before it was read as calendar 35. Inserted vide Notification No. SEBI/LAD-NRO/GN/2022/103 dated 14-11-2022 36. Inserted vide Notification No. SEBI/LAD-NRO/GN/2022/103 dated 14-11-2022 37. Omitted vide Notification No. SEBI/LAD-NRO/GN/2022/103 dated 14-11-2022 before it was read as, the information is submitted to stock exchanges 38. Substituted vide Notification No. SEBI/LAD-NRO/GN/2022/103 dated 14-11-2022 before it was read as, Provided that issuers, who are being audited by the Comptroller and Auditor General of India, shall adopt the following two step process for disclosure of the annual audited financial results: (i) The first level audit shall be carried out by the auditor appointed by the Comptroller and Auditor General of India, who shall audit the financials of the listed entity and such financial results shall be submitted to the Stock Exchange(s) within sixty days from the end of the financial year. (ii) After the completion of audit by the Comptroller and Auditor General of India, the financial results shall be submitted to the Stock exchange(s)within nine months from the end of the financial year. 39. Omitted vide Notification No. SEBI/LAD-NRO/GN/2022/103 dated 14-11-2022 before it was read as, 24 [ (f) The listed entity shall also submit as part of its standalone or consolidated financial results for the half year, by way of a note, a statement of assets and liabilities and statement of cash flows as at the end of the half year. ] 40. Inserted vide Notification No. SEBI/LAD-NRO/GN/2022/103 dated 14-11-2022 41. Substituted vide Notification No. SEBI/LAD-NRO/GN/2022/103 dated 14-11-2022 before it was read as, (4) The listed entity, while submitting 25 [ quarterly ] / annual financial results, shall disclose the following line items along with the financial results: 15 [******] 15 [******] (c) debt-equity ratio; 15 [******] 15 [******] (f) debt service coverage ratio; (g) interest service coverage ratio; (h) outstanding redeemable preference shares (quantity and value); (i) capital redemption reserve/debenture redemption reserve; (j) net worth; (k) net profit after tax; (l) earnings per share: Provided that the requirement of disclosures of debt service coverage ratio, 27 [ **** ] and interest service coverage ratio shall not be applicable for banks or non banking financial companies 28 [ /housing finance companies ] registered with the Reserve Bank of India. 29 [ **** ] 26 [ (m) current ratio; (n) long term debt to working capital; (o) bad debts to Account receivable ratio; (p) current liability ratio; (q) total debts to total assets; (r) debtors turnover; (s) inventory turnover; (t) operating margin (%); (u) net profit margin (%); (v) sector specific equivalent ratios, as applicable. ] 42. Substituted vide Notification No. SEBI/LAD-NRO/GN/2022/103 dated 14-11-2022 before it was read as, 32 [ (7) The listed entity shall within forty-five days from the end of every quarter submit to the stock exchange, a statement indicating the utilization of issue proceeds of non-convertible securities, which shall be continued to be given till such time the issue proceeds have been fully utilised or the purpose for which these proceeds were raised has been achieved. ] 43. Substituted vide Notification No. SEBI/LAD-NRO/GN/2022/103 dated 14-11-2022 before it was read as, 33 [ (7A) In case of any material deviation in the use of proceeds as compared to the objects of the issue, the same shall be indicated in the format as specified by the Board. ] 44. Substituted vide Notification No. SEBI/LAD-NRO/GN/2022/103 dated 14-11-2022 before it was read as, statement 45. Substituted vide Notification No. SEBI/LAD-NRO/GN/2022/103 dated 14-11-2022 before it was read as, . 46. Inserted vide Notification No. SEBI/LAD-NRO/GN/2022/103 dated 14-11-2022 47. Substituted vide F. No. SEBI/LAD-NRO/GN/2024/189 dated 08-07-2024 before it was read as, . 48. Inserted vide F. No. SEBI/LAD-NRO/GN/2024/189 dated 08-07-2024