Listed Companies: Analyst & Investor Meet Disclosure Requirements

Summary: Listed companies are required to make specified disclosures relating to analyst/institutional investor meetings and calls under Regulation 30 read with Schedule III, Part A, Para A of the LODR Regulations, with simultaneous dissemination on the company’s website under Regulation 46. Meeting schedules must be disclosed at least two working days in advance, excluding the date of intimation and meeting, while presentations prepared following earnings or quarterly calls must be submitted to recognised stock exchanges before the meeting. “Meet” includes physical, digital/online group meetings, group conference calls and similar interactions, while disclosure of participant names is optional. Companies should not disclose UPSI during investor interactions, and any disclosure of UPSI requires prompt disclosure in accordance with applicable regulations. Audio recordings of post-earnings or quarterly calls must be uploaded before the next trading day or within 24 hours, whichever is earlier; available video recordings within 48 hours; and transcripts on the company website and stock exchanges within five working days. Presentations and recordings should generally remain available for at least five years, while transcripts are required to be preserved permanently, as applicable under the LODR Regulations.

Background

Listed companies often hold meetings or conference calls with analysts and investors after announcing quarterly results or at least once a year, to discuss their company’s financial performance, key business developments and future prospects.

These meetings help improve transparency and allow investors to ask questions. Such meets generally include conference calls or meetings with a group of investors, one-to-one meetings or calls with investors/analysts. However, they may also lead to information asymmetry if important information is shared only with selected investors.

SEBI observed that some companies disclosed only meeting details or presentations and did not provide complete information about what was discussed. As a result, shareholders who did not attend the meetings, particularly minority shareholders, may not have access to the same information. Therefore, proper and timely disclosure of information shared during such meetings is important to ensure equal access to information and transparency for all shareholders.

Regulatory Developments and Disclosure Framework

Recognising the need for greater transparency and to address information asymmetry, SEBI issued a Consultation Paper on November 20, 2020, followed by amendments notified on May 5, 2021, relating to disclosures concerning analysts’ and investors’ meetings.

Further, the NSE issued Circular No. NSE/CML/2022/38 dated July 29, 2022, providing guidance and highlighting best practices for disclosures relating to analyst/institutional investor meetings and conference calls.

Under the regulatory framework, the relevant disclosures are required to be made to the Stock Exchanges pursuant to Regulation 30 read with Schedule III, Part A, Para A of the LODR Regulations and simultaneously disseminated on the Company’s website in accordance with Regulation 46.

Stage-wise Disclosure Requirements

Listed entities are required to make specified disclosures under the LODR Regulations in connection with analyst/institutional investor meetings or calls. The requirements have been summarised below in a stage-wise manner for better understanding and implementation.

Prior to Analyst/Investor Call/Meet

1. Advance Disclosure of Meeting Schedule

Listed entities are required to disclose the schedule of meetings with analysts or institutional investors at least two working days in advance.

While calculating the two working days, the date on which the intimation is made and the date of the meeting are excluded.

This requirement ensures that all shareholders and market participants receive advance notice of the proposed interaction and have equal access to information regarding such meetings.

2. Disclosure of Presentations

Where a listed entity prepares any presentation for meetings with analysts or institutional investors following an earnings or quarterly call, the presentation must be submitted to the recognised stock exchanges before the meeting or event begins.

This ensures that the information presented to a selected group of analysts or investors is also made available to the wider market.

3. Meaning of “Meet”

The term “meet” has a broad meaning and covers:

• Group meetings conducted physically;
• Group meetings conducted through digital/online platforms;
• Group conference calls; and
• Similar group interactions with analysts or institutional investors.

Therefore, the disclosure requirement is not limited to physical meetings and also applies to meetings conducted through digital means.

4. Disclosure of Names – Optional

The disclosure of the names of analysts or institutional investors attending the meeting is optional.

Accordingly, a listed entity may disclose the meeting schedule without specifically identifying each participant.

During the Meet/Call

The key objective is to prevent information asymmetry and ensure equal access to information.

• Companies should not disclose UPSI during investor interactions.
• This applies irrespective of whether the interaction is:
  • One-to-one or group;
  • Physical or virtual; or
  • Organised by or merely attended by the company.
• Companies may include a disclaimer that no UPSI will be shared and that discussions will be based on publicly available information.
• If UPSI is disclosed, whether intentionally or inadvertently, the company must make the required prompt disclosure in accordance with the applicable regulations.

Post-Earnings/Quarterly Calls

Listed entities are also required to make the audio/video recordings and transcripts of post-earnings or quarterly calls available to investors.

1. Audio Recording

The audio recording of the call must be made available on the company’s website promptly. In any case, it must be uploaded before the next trading day or within 24 hours from the conclusion of the call, whichever is earlier.

This enables investors who were unable to participate in the call to access the discussion without significant delay.

2. Video Recording

In case a video recording is available, the same shall be placed on the company’s website within 48 hours from the conclusion of the call.

3. Transcript

The transcript of the post-earnings or quarterly call must be:

• Made available on the company’s website; and
• Simultaneously submitted to the recognised stock exchanges,

within 5 working days from the conclusion of the call.

This provides investors with a written record of the discussion and helps ensure that the information shared during the call is equally accessible to all stakeholders.

Preservation/Archival

• Presentations and audio/video recordings should generally remain available on the company’s website for at least 5 years, followed by archival as per the company’s archival policy.
• Recordings should be preserved until the closure of any investigation relating to the relevant meeting/call.
• Transcripts are required to be preserved permanently, as applicable under the LODR Regulations.

Conclusion

The overall purpose of these requirements is that companies are required to make timely, transparent and equal dissemination of audio/video recordings, transcripts of post-earnings calls and presentations of analyst meets to the stock exchange. The requirements reduce the risk of information asymmetry by making information shared during analyst and investor interactions available to all investors and shareholders, and not only to those who participated in the meeting or call.

Frequently Asked Questions (FAQs) – Analyst/Institutional Investor Meets

1. What is the purpose of an analyst or institutional investor meet?

Analyst/institutional investor meets are conducted to discuss the company’s performance, business developments, financial results and future outlook with analysts and investors. The disclosure requirements aim to ensure that information shared during such interactions is available to all stakeholders on an equal basis.

2. Whether is sharing of UPSI permitted during a group meeting or one-to-one meeting?

The SEBI (Prohibition of Insider Trading) Regulations, 2015 (“PIT Regulations”) prohibit the communication or sharing of Unpublished Price Sensitive Information (“UPSI”) with any person, including analysts and investors, except where such communication is permitted under the PIT Regulations.

Accordingly, the nature or format of the interaction does not change the applicability of these provisions. Whether the interaction is conducted through a group meeting, conference call, one-to-one meeting, physical meeting or digital meeting, the prohibition on sharing UPSI continues to apply.

Similarly, it is immaterial whether the meeting or call is organised by the company itself or initiated/arranged through another platform or forum. The company must ensure that UPSI is not communicated or shared except in accordance with the applicable regulatory requirements.

3. How much in advance must the meeting schedule be disclosed?

The schedule of meetings with analysts or institutional investors must be disclosed at least two working days in advance, excluding the date of disclosure and the date of the meeting.

4. Does the requirement apply to online meetings and conference calls?

Yes. The term “meet” includes group meetings and group conference calls, whether conducted physically or through digital means.

5. Is disclosure of the names of analysts or institutional investors mandatory?

No. Disclosure of the names of analysts or institutional investors participating in the meeting is optional.

6. When should a presentation prepared for an investor meet be disclosed?

Where a presentation is prepared for an analyst/institutional investor meet following an earnings or quarterly call, it must be submitted to the recognised stock exchanges before the commencement of the meeting or event.

7. What disclosures are required after an earnings or quarterly call?

The company is required to make the audio recording, video recording (if any), and transcript of the call available in accordance with the prescribed timelines.

8. By when should the audio recording be made available?

The audio recording must be made available on the company’s website before the next trading day or within 24 hours from the conclusion of the call, whichever is earlier.

9. By when should the video recording be disclosed?

If video recording is available, it must be made available on the company’s website within 48 hours from the conclusion of the call.

10. By when should the transcript be disclosed?

The transcript must be made available on the company’s website and simultaneously submitted to the recognised stock exchanges within five working days from the conclusion of the call.

11. Why are these disclosure requirements important?

These requirements promote transparency, timely dissemination of information and equal access to information. They help reduce information asymmetry between investors who participate in the meeting and those who do not.

12. What is the key compliance objective?

The key objective is to ensure that information shared with analysts or institutional investors is not selectively available to a limited group of investors and is appropriately disseminated to the wider investor community.

13. What should companies keep in mind while conducting investor meets?

Companies should ensure that the meeting schedule, relevant presentations, recordings and transcripts are disclosed within the prescribed timelines and through the required channels, thereby maintaining transparency and equal information access.

Reference:

1. https://www.sebi.gov.in/legal/regulations/jul-2026/securities-and-exchange-board-of-india-listing-obligations-and-disclosure-requirements-regulations-2015-last-amended-on-july-14-2026-_102974.html
2. https://nsearchives.nseindia.com/web/sites/default/files/inline-files/Guidance%20note%20on%20disclosures%20pertaining%20to%20analysts%2C%20institutional%20investors%20meet%20and%20best%20practices.pdf
3. https://nsearchives.nseindia.com/web/sites/default/files/inline-files/NSE_Circular_29062021.pdf