What Is a Secretarial Compliance Report? SEBI Reg 24A

A secretarial compliance report is an annual report by a practising company secretary on whether a listed entity has complied with SEBI's regulations and the circulars issued under them. It is filed directly with the stock exchanges under Regulation 24A(2) of the LODR Regulations, within 60 days of the financial year end. It is a separate document from the secretarial audit report, and it is worth reading because its whole purpose is to name where compliance failed.

What does a secretarial compliance report actually cover?

The subject matter is SEBI law, not company law generally. The report examines whether the listed entity followed the SEBI regulations applicable to it and the circulars and guidelines issued under them, and it records observations, deviations and any actions taken by SEBI or the exchanges.

Since SEBI's circular of 31 December 2024, it also carries a specific confirmation on employee benefit scheme documents. Regulation 46(2)(za) requires listed entities to publish scheme documents framed under the SEBI Share Based Employee Benefits and Sweat Equity Regulations, 2021, with any redaction approved by the board and justified by reference to commercial secrets or competitive position. The secretarial compliance report must confirm that the entity met those requirements.

Secretarial compliance report versus secretarial audit report

The two are routinely confused because the same professional often produces both.

The secretarial audit report is the broader document. The secretarial compliance report is the narrower one, and it is the one that speaks directly to the disclosure regime a filings reader depends on.

Who signs it, and why that changed

SEBI tightened the eligibility rules through the LODR Third Amendment Regulations, 2024, in force from 13 December 2024, with the appointment provisions applying from 1 April 2025. Under Regulation 24A(1A), a person is eligible for appointment as secretarial auditor of a listed entity only if they are a Peer Reviewed Company Secretary and have not incurred the disqualifications SEBI specifies. Regulation 24A(1B) restricts the other services a secretarial auditor may provide to the entity.

Tenure is capped. Per SEBI's FAQs on the LODR Regulations, updated 23 April 2025, an individual company secretary in practice may be appointed for not more than one term of five consecutive years, and a secretarial audit firm for not more than two such terms, with the appointment made by shareholders at the annual general meeting. Association before 31 March 2025 does not count towards that tenure.

How to use it when reading a company

Read it for the exceptions, not the conclusion. The value of a secretarial compliance report is in the observations column: a late filing, a missed deadline, an action taken by an exchange. Those are dated, specific and attributable, which is more than most governance commentary offers.

It also sits usefully next to the periodic record. The integrated filing carries the quarterly governance and financial submissions, the corporate governance report carries the board and committee composition, and the shareholding pattern carries ownership. A secretarial compliance report tells you whether that machinery ran on time.

Flock reports the filings themselves, each one dated and linked back to its source. What a compliance observation means for your own view of a company is your call to make. Not investment advice.