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Companies Act 2006 Disclosure Requirements for the Strategic Report, Directors’ Report and Energy and Carbon Report: Scoping Tables (March 2025)

The FRC does not accept any liability to any party for any loss, damage or costs howsoever arising, whether directly or indirectly, whether in contract, tort or otherwise from any action or decision taken (or not taken) as a result of any person relying on or otherwise using this document or arising from any omission from it.

The Financial Reporting Council Limited 2025

The Financial Reporting Council Limited is a company limited by guarantee. Registered in England number 2486368. Registered Office: 13th Floor, 1 Harbour Exchange Square, London, E14 9GE

Contents

Introduction

The following tables summarise the disclosure requirements of the Companies Act 2006 (the Act) and its associated regulations for companies, qualifying partnerships and limited liability partnerships (LLPs) in respect of:

  • the strategic report;
  • the directors' report; and
  • the energy and carbon report.

The tables reflect legislation that is effective for financial years beginning on or after 6 April 2025 and they supersede the tables in Appendices II, III, IV(a) and IV(b) to the Guidance on the Strategic Report (June 2022) which apply to earlier periods.

The tables are intended to help entities determine which disclosure requirements apply to them. The disclosures that apply to an entity in each reporting period may depend on additional conditions; for example, smoothing provisions of two years apply to company size thresholds.

Additional disclosure requirements may apply to listed entities under applicable listing rules.

All tables in this guidance are for information purposes only and are intended to be used alongside relevant source legislation. Users of this guidance should also refer to the relevant source legislation (links provided).

1. Strategic report disclosures

The duty to prepare a strategic report is set out in section 414A of the Act and applies to all companies except for those that are entitled to the small companies exemption.

Regulation 4(1)(a) of The Partnerships (Accounts) Regulations 2008 (SI 2008/569) requires qualifying partnerships to prepare a strategic report.

Under section 414B of the Act, a company or qualifying partnership is entitled to the small companies exemption in relation to the strategic report for a financial year if:

  1. it is entitled to prepare accounts for the year in accordance with the small companies regime (section 382); or
  2. it would be so entitled but for being or having been a member of an ineligible group.

The small companies regime does not apply to a company or qualifying partnership that is, or was, at any time within the financial year to which the accounts relate: a public company, a company that is an authorised insurance company, a banking company, an e-money issuer, a MiFID investment firm, a UCITS management company; or carries on insurance market activity (section 384(1)).

Table 1 summarises the disclosure requirements of the Act in respect of the strategic report for companies and qualifying partnerships:

  • Each row outlines a disclosure requirement with reference to source legislation.
  • The columns illustrate entities in scope, with key terminology summarised in the table below.
Column Summary
All strategic reports All companies (and qualifying partnerships) required to prepare a strategic report, which applies to all companies that are not entitled to the small companies exemption under section 414B of the Act.
Large private company (turnover <£500m) Company size thresholds are set out in the Act in sections 384A-384B (micro-entities), sections 381-384 (small companies) and sections 465-467 (medium-sized companies). A company not meeting the conditions set out in the above sections is a large company. As set out in section 4(1) of the Act, a 'private' company is any company that is not a public company. A private company may not offer securities of the company to the public. A public company must have a trading certificate issued by the registrar and must meet a minimum share capital requirement (Part 20 of the Act).
Quoted company As set out in section 385 of the Act, a company whose equity share capital:
  1. has been included in the official list in accordance with the provisions of Part 6 of the Financial Services and Markets Act 2000; or
  2. is officially listed in an EEA State; or
  3. is admitted to dealing on either the New York Stock Exchange or the exchange known as Nasdaq.
AIM company (>500 employees) As set out in section 414CA(1)(e) of the Act, a company that has any securities admitted to trading on the market known as the Alternative Investment Market (AIM) of the London Stock Exchange.
High turnover company (>500 employees) As set out in section 414CA(2A) of the Act, a company with turnover in that financial year of more than £500 million.
Public interest entity (>500 employees) As set out in section 414CA(1) of the Act, a UK traded, banking or insurance company. For this purpose: * A traded company is a company with transferable securities admitted to trading on a UK regulated market (section 474(1) of the Act). * A banking company is an entity that has permission under Part 4A of the Financial Services and Markets Act 2000 (c8) to accept deposits (section 1164(2) and (3) of the Act). An insurance company refers to: * An authorised insurance company – an entity which has permission under Part 4A of the Financial Services and Markets Act 2000 (c8) to effect or carry out contracts of insurance (section 1165(2) of the Act). * A company carrying on insurance market activity, as defined in section 316(3) of the Financial Services and Markets Act 2000 (section 1165(3) and (7) of the Act).
Reference Summary Requirements All strategic reports Large private company (turnover <£500m) Quoted company (>500 employees) AIM company (>500 employees) High turnover company (>500 employees) Public interest entity (>500 employees)
Companies Act 2006
s414C(1) Purpose The purpose of the strategic report is to inform members of the company and help them to assess how the directors have performed their duty under section 172 (duty to promote the success of the company). ✓ ✓ ✓ ✓ ✓ ✓
s414C(2)(a) Fair review of the business The strategic report must contain a fair review of the company's business. ✓ ✓ ✓ ✓ ✓ ✓
s414C(2)(b) Principal risks and uncertainties The strategic report must contain a description of the principal risks and uncertainties facing the company. ✓ ✓ ✓ ✓ ✓ ✓
s414C(3) Fair, balanced and comprehensive analysis The review required is a balanced and comprehensive analysis of the development and performance of the company's business during the financial year, and the position of the company's business at the end of that year, consistent with the size and complexity of the business. ✓ ✓ ✓ ✓ ✓ ✓
s414C(4)(a) Financial KPIs The review must, to the extent necessary for an understanding of the development, performance or position of the company's business, include:
  1. analysis using financial key performance indicators; and
 ✓ ✓ ✓ ✓ ✓ ✓
s414C(4)(b), (6) Non-financial KPIs
  1. where appropriate, analysis using other key performance indicators, including information relating to environmental matters and employee matters.
 X ✓ ✓ ✓ ✓ *1
s414C(7)(a) Trends and factors The strategic report must, to the extent necessary for an understanding of the development, performance or position of the company's business, include the main trends and factors likely to affect the future development, performance and position of the company's business. X X ✓ X X ✓
s414C(7)(b) Environmental matters Employees Social, community and human rights issues Policies on these matters and their effectiveness The strategic report must, to the extent necessary for an understanding of the development, performance or position of the company's business, include information about:
  1. environmental matters (including the impact of the company's business on the environment);
  2. the company's employees; and
  3. social, community and human rights issues,
including information about any policies of the company in relation to those matters and the effectiveness of those policies. If the strategic report does not contain information of each kind mentioned in section 414C(7)(b)(i), (ii) or (iii), it must state which of those kinds of information it does not contain.		 X X ✓ X X *1 (except as it relates to community issues – quoted companies only)
s414C(8)(a) Strategy The strategic report must include a description of the company's strategy. X X ✓ X X ✓ (quoted companies only)
s414C(8)(b) Business model The strategic report must include a description of the company's business model. X X ✓ X X *1
s414C(8)(c), (9), (10) Breakdown of directors, senior managers and employees by sex The strategic report must include a breakdown showing at the end of the financial year:
  1. the number of persons of each sex who were directors of the [parent] company;
  2. the number of persons of each sex who were senior managers of the company (other than persons falling within sub-paragraph (i)) [or who were directors of undertakings included in the consolidation]; and
  3. the number of persons of each sex who were employees of the company.
A senior manager is an employee of the company who has responsibility for planning, directing or controlling the activities of the company, or a strategically significant part of the company.		 X X ✓ X X ✓ (quoted companies only)
s414C(11) Matters of strategic importance from the directors' report The strategic report may also contain such matters otherwise required by regulations made under section 416(4) to be disclosed in the directors' report that the directors consider are of strategic importance to the company.2 ✓ ✓ ✓ ✓ ✓ ✓
s414C(12) Additional explanations The strategic report must, where appropriate, include references to, and additional explanations of, amounts included in the company's annual accounts. ✓ ✓ ✓ ✓ ✓ *1 (so far as relating to sections 414C(4)(b), (7), (8)(b) and (12))
s414A(4), s414C(13) Group strategic report A group strategic report may, where appropriate, give greater emphasis to the matters that are significant to the undertakings included in the consolidation, when taken as a whole. With the exception of the disclosures required by section 414C(8), in relation to a group strategic report section 414C has effect as if the references to the company were references to the undertakings included in the consolidation. ✓ ✓ ✓ ✓ ✓ ✓
s414C(14) Strategic report – seriously prejudicial exemption Nothing in section 414C requires the disclosure of information about impending developments or matters in the course of negotiation if the disclosure would, in the opinion of the directors, be seriously prejudicial to the interests of the company. ✓ ✓ ✓ ✓ ✓ ✓
s414CZA(1), (2) Section 172(1) statement A strategic report of a company must include a statement (a 'section 172(1) statement') which describes how the directors have had regard to the matters set out in section 172(1)(a) to (f) when performing their duty under section 172. X ✓ ✓ ✓ ✓ ✓
s414CA(A1) Non-financial and sustainability information statement A strategic report of a company to which section 414CA(A1) applies must include a non-financial and sustainability information statement (NFSIS). X X X ✓ ✓ ✓
s414CA(7), (8) NFSIS – subsidiary exemption Section 414CA(A1) does not apply to a company if the company is a subsidiary undertaking at the end of the financial year and is included in the group strategic report of a parent undertaking that:
  1. relates to undertakings that include the company and its subsidiary undertakings (if any);
  2. is prepared for a financial year of the parent undertaking that ends at the same time as, or before the end of, the company's financial year; and
  3. includes a group NFSIS in respect of all the undertakings included in the consolidation.
 X X X X X ✓
s414CB(1) Environmental matters Employees Social matters Respect for human rights Anti-corruption and anti-bribery matters The NFSIS must contain information, to the extent necessary for an understanding of the company's development, performance and position and the impact of its activity, relating to, as a minimum:
  1. environmental matters (including the impact of the company's business on the environment);
  2. the company's employees;
  3. social matters;
  4. respect for human rights; and
  5. anti-corruption and anti-bribery matters.
 X X X X X ✓
s414CB(2)(a) Business model The information in the NFSIS must include a brief description of the company's business model. X X X X X ✓
s414CB(2)(b) Sustainability-related policies and associated due diligence processes The information in the NFSIS must include a description of the policies pursued by the company in relation to the matters mentioned in section 414CB(1) and any due diligence processes implemented by the company in pursuance of those policies. X X X X X ✓
s414CB(2)(c) Outcome of policies The information in the NFSIS must include a description of the outcome of those policies. X X X X X ✓
s414CB(2)(d) Principal risks and uncertainties (sustainability-related matters) The information in the NFSIS must include a description of the principal risks relating to the matters mentioned in section 414CB(1) arising in connection with the company's operations and, where relevant and proportionate:
  1. a description of its business relationships, products and services which are likely to cause adverse impacts in those areas of risk; and
  2. a description of how it manages the principal risks.
 X X X X X ✓
s414CB(2)(e) Non-financial KPIs The information in the NFSIS must include a description of the non-financial key performance indicators relevant to the company's business. X X X X X ✓
s414CB(4) Explanation for omission of policies If the company does not pursue policies in relation to one or more of the matters mentioned in section 414CB(1), the NFSIS must include a clear and reasoned explanation for not doing so. X X X X X ✓
s414CB(A1), (2A) Climate-related financial disclosures The NFSIS must contain the climate-related financial disclosures of the company, namely:
  1. a description of the company's governance arrangements in relation to assessing and managing climate-related risks and opportunities;
  2. a description of how the company identifies, assesses, and manages climate-related risks and opportunities;
  3. a description of how processes for identifying, assessing, and managing climate-related risks are integrated into the company's overall risk management process;
  4. a description of:
    1. the principal climate-related risks and opportunities arising in connection with the company's operations, and
    2. the time periods by reference to which those risks and opportunities are assessed;
  5. a description of the actual and potential impacts of the principal climate-related risks and opportunities on the company's business model and strategy;
  6. an analysis of the resilience of the company's business model and strategy, taking into consideration different climate-related scenarios;
  7. a description of the targets used by the company to manage climate- related risks and to realise climate-related opportunities and of performance against those targets; and
  8. a description of the key performance indicators used to assess progress against targets used to manage climate-related risks and realise climate-related opportunities and of the calculations on which those key performance indicators are based.
 X X X ✓ ✓ ✓
s414CB(4A), (4B) Climate-related financial disclosures – omission Where the directors of a company reasonably believe that, having regard to the nature of the company's business, and the manner in which it is carried on, the whole or a part of a climate-related financial disclosure required by section 414CB(2A)(e), (f), (g) or (h) is not necessary for an understanding of the company's business, the directors may omit the whole or (as the case requires) the relevant part of that climate-related financial disclosure. Where this discretion is exercised, the non-financial and sustainability information statement must provide a clear and reasoned explanation of the directors' reasonable belief that forms the basis of any non-disclosure. X X X ✓ ✓ ✓
s414CB(5) NFSIS - additional explanations The NFSIS must, where appropriate, include references to, and additional explanations of, amounts included in the company's annual accounts. X X X ✓ ✓ ✓
s414CB(7) NFSIS compliance If a NFSIS complies with section 414CB(1) to (6), the strategic report of which it is a part is to be treated as complying with the requirements in:
  1. section 414C(4)(b);
  2. section 414C(7), except as it relates to community issues;
  3. section 414C(8)(b); and
  4. section 414C(12) so far as relating to the provisions mentioned in paragraphs (a) to (c).
 X X X X X ✓
s414CB(8) Group NFSIS In relation to a group NFSIS, section 414CB has effect as if the references to the company were references to the undertakings included in the consolidation. X X X ✓ ✓ ✓
s414CB(9) NFSIS - seriously prejudicial exemption Nothing in section 414CB requires the disclosure of information about impending developments or matters in the course of negotiation if the disclosure would, in the opinion of the directors, be seriously prejudicial to the commercial interests of the company, provided that the non-disclosure does not prevent a fair and balanced understanding of the company's development, performance or position or the impact of the company's activity. X X X ✓ ✓ ✓
s414D(1) Approval and sign off The strategic report must be approved by the board and signed on behalf of the board by a director or the secretary of the company. ✓ ✓ ✓ ✓ ✓ ✓

2. Directors' report disclosures

The duty to prepare a directors' report is set out in section 415 of the Act and applies to all companies that are not micro-entities, as defined in sections 384A and 384B of the Act.

Regulation 4(1)(a) of The Partnerships (Accounts) Regulations 2008 (SI 2008/569) requires qualifying partnerships to prepare a directors' report. A number of reporting exemptions apply and are set out in Schedule 1 to SI 2008/569.

Table 2 summarises the disclosure requirements of the Act and its associated regulations in respect of the directors' report for companies and qualifying partnerships:

  • Each row outlines a disclosure requirement with reference to source legislation.
  • The columns illustrate entities in scope, with key terminology summarised in the table below.
Column Summary
Small company A company (or qualifying partnership) meeting the small company size threshold and eligibility conditions, as set out in sections 381-384 of the Act.
Medium-sized company A company (or qualifying partnership) meeting the medium-sized company size threshold and eligibility conditions, as set out in sections 465-467 of the Act.
Large unquoted company Company size thresholds are set out in the Act in sections 384A-384B (micro-entities), sections 381-384 (small entities) and sections 465-467 (medium-sized). A company (or qualifying partnership) not meeting the conditions set out in the above sections is a large company. An unquoted company means a company that is not a quoted company, as set out in section 385 of the Act, which may include companies with securities admitted to trading on the Alternative Investment Market of the London Stock Exchange (AIM companies). Streamlined energy and carbon reporting (SECR) applies to large unquoted companies based on size thresholds set out in paragraphs 20B and 20C of Schedule 7 to The Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008 (SI 2008/410). A company is exempted if it (or the group) meets the qualifying conditions in the financial year and the preceding financial year, of two or more of the following:
  1. Turnover not more than £36 million (for groups net, or £43.2 million gross);
  2. Balance sheet total not more than £18 million (for groups net, or £21.6 million gross); and
  3. Number of employees not more than 250.
Quoted company As set out in section 385 of the Act, a company whose equity share capital:
  1. has been included in the official list in accordance with the provisions of Part 6 of the Financial Services and Markets Act 2000; or
  2. is officially listed in an EEA State; or
  3. is admitted to dealing on either the New York Stock Exchange or the exchange known as Nasdaq.
Very large company As set out in paragraph 23 of Schedule 7 to The Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008 (SI 2008/410), a company that satisfies either or both of the following qualifying conditions in the financial year and the preceding financial year:
  1. It has more than 2,000 employees.
  2. It has a turnover of more than £200 million and a balance sheet total of more than £2 billion.
AIM companies may be included in this category if the above conditions are satisfied.
Reference Summary Requirements Small company Medium-sized company Large unquoted company Quoted company Very large company
Companies Act 2006
s236 Qualifying indemnity provisions Statement of the existence, at any time during the financial year to which a directors' report relates or when the directors' report is approved, of qualifying indemnity provisions (whether made by the company or otherwise) for the benefit of one or more directors of the company or directors of an associated company. ✓ ✓ ✓ ✓ ✓
s416(1) Names of directors The names of the persons who, at any time during the financial year, were directors of the company. ✓ ✓ ✓ ✓ ✓
s416(3) Recommended dividends The amount (if any) that the directors recommend should be paid by way of dividend. X ✓ (Except those that would be small if not in an ineligible group section 415A) ✓ (Except those that would be small if not in an ineligible group (section 415A) ✓ ✓
s418(2) Statement of disclosure to auditors A statement to the effect that, in the case of each of the persons who are directors at the time the report is approved,
  1. so far as the director is aware, there is no relevant audit information of which the company's auditor is unaware; and
  2. he has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the company's auditor is aware of that information.
 (if audited) ✓ ✓ ✓ ✓
s419(1) Approval and sign off Approval by the board of directors and signature on behalf of the board by a director or the secretary of the company. ✓ ✓ ✓ ✓ ✓
s419(2) Small companies' exemption If in preparing the report advantage is taken of the small companies' exemption, the directors' report must contain a statement to that effect in a prominent position above the signature. ✓ X (Except those that would be small if not in an ineligible group section 415A) X (Except those that would be small if not in an ineligible group section 415A) X X
Schedule 5, The Small Companies and Groups (Accounts and Directors' Reports) Regulations 2008 (SI 2008/409)
Sch 5 para 2 Political donations or expenditure (UK donations) Specified information on political donations made or political expenditure incurred by the company or its subsidiaries, if in excess of £2,000 in aggregate to a UK political party. ✓3 X X X X
Sch 5 para 3 Political donations or expenditure (non-UK donations) Specified information on political donations made or political expenditure incurred by the company or its subsidiaries to a non-UK political party. ✓3 X X X X
Schedule 7, The Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008 (SI 2008/410)
Sch 7 para 1A Information set out in the strategic report Identification of the information which the company has chosen, in accordance with section 414C(11) to set out in the company's strategic report, which would otherwise be required by Schedule 7 to The Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008 (SI 2008/410) to be contained in the directors' report. X ✓ ✓ ✓ ✓
Sch 7 paras 3 Political donations or expenditure (UK donations) Specified information on political donations made or political expenditure incurred by the company or its subsidiaries, if in excess of £2,000 in aggregate to a UK political party. X ✓3 ✓3 ✓3 ✓3
Sch 7 paras 4 Political donations or expenditure (non-UK donations) Specified information on political donations made or political expenditure incurred by the company or its subsidiaries to a non-UK political party. X ✓3 ✓3 ✓3 ✓3
Sch 7 paras 9 Acquisition of own shares Information on the acquisition of own shares. X X ✓ (If a public company) ✓ ✓ (If a public company)
Sch 7 paras 13(2), 14 Capital structure Detailed specified information, including any necessary explanatory material with regard to that information, on matters including:
  1. the structure of the company's capital (including securities not admitted to trading on a regulated market);
  2. any restrictions on the transfer of securities in the company;
  3. persons with a significant direct or indirect holding of securities in the company;
  4. persons who hold securities carrying special rights with regard to control of the company;
  5. how voting rights of shares in employee share schemes are exercisable;
  6. any restrictions on voting rights;
  7. any agreements between holders of securities that are known to the company and may result in restrictions on the transfer of securities or on voting rights;
  8. any rules that the company has about the appointment and replacement of directors, or the amendment of the company's articles of association;
  9. the powers of the company's directors, including in particular any powers in relation to the issuing or buying back by the company of its shares;
  10. significant agreements to which the company is a party that take effect, alter, or terminate upon a change of control of the company following a takeover bid, and the effects of any such agreements unless disclosure of the agreement would be seriously prejudicial to the company and the company is not under any other obligation to disclose it;
  11. any agreements between the company and its directors or employees providing for compensation for loss of office or employment (whether through resignation, purported redundancy or otherwise) that occurs because of a takeover bid.
 X X X ✓ (Companies with securities carrying voting rights admitted to trading on a UK-regulated market only) X
Sch 7 para 15(1A) SECR – subsidiary exemption (quoted companies) Sch 7 (paras 15 to 20) Part 7 does not apply if:
  1. the company is a subsidiary undertaking at the end of the financial year;
  2. the company is included in the group report of a parent undertaking; and
  3. the group report is prepared for the financial year of the parent undertaking that ends at the same time as, or before the end of, the company's financial year; and:
    1. if the group report is a group directors' report it complies with quoted or unquoted company SECR requirements; or
    2. if the group report is a group energy and carbon report, it complies with LLP SECR requirements.
 X X X ✓ X
Sch 7 paras 15(2), (3), (3B), 18, 18A SECR – emissions (quoted companies) To the extent it is practical for the company to obtain the information, the annual quantity of emissions in tonnes of carbon dioxide equivalent from activities for which that company is responsible including:4
  1. the combustion of fuel; and
  2. the operation of any facility.
To the extent practical for the company to obtain the information, the report must also state the annual amount of emissions in tonnes of carbon dioxide equivalent resulting from the purchase of electricity, heat, steam or cooling by the company for its own use. For all these disclosures, to the extent practical for the company to obtain the information, the report must state what proportion of the figures reported relate to emissions in the United Kingdom and offshore area. Comparatives must be given after the first year of the application of this requirement.		 X X X ✓ X
Sch 7 para 15(3A), (3C), 18A SECR – energy consumption (quoted companies) To the extent that it is practical for the company to obtain the information, the figure, in kWh, which is the aggregate of:
  1. the annual quantity of energy consumed from activities for which the company is responsible, including:
    1. the combustion of fuel; and
    2. the operation of any facility; and
  2. the annual quantity of energy consumed resulting from the purchase of electricity, heat, steam or cooling by the company for its own use.
For these disclosures, to the extent practical for the company to obtain the information, the report must state what proportion of the figures reported relate to emissions in the United Kingdom and offshore area. Comparatives must be given after the first year of the application of this requirement.		 X X X ✓ X
Sch 7 paras 15(3D), 18A SECR – energy efficiency measures (quoted companies) Where practical for the company to obtain the information, a description of the principal measures taken by the company during the year, if any, for the purpose of increasing the company's energy efficiency. Comparatives must be given after the first year of the application of this requirement. X X X ✓ X
Sch 7 para 15(4) SECR – omission (quoted companies) If it is not practical for the company to obtain the information required in Sch 7 paras 15(2) to (3D), 16 and 17 then a statement of what information is not included and why is required. X X X ✓ X
Sch 7 para 15(5) SECR – exemptions (quoted companies) Entities are not required to make the disclosures required under Sch 7 paras 15(2) to (3D), 16 and 17 if:
  1. the company consumed 40,000 kWh of energy or less during the period in respect of which the directors' report is prepared and the report states that the information is not disclosed for that reason; or
  2. the disclosure would, in the opinion of the directors, be seriously prejudicial to the interests of the company, and the report states that the information is not disclosed for that reason.
 X X X ✓ X
Sch 7 para 16 SECR – methodologies (quoted companies) To the extent practical for the company to obtain the information, the methodologies used to calculate the information disclosed under Sch 7 para 15(2), (3) and (3A). X X X ✓ X
Sch 7 paras 17, 18 SECR – intensity ratio (quoted companies) To the extent practical for the company to obtain the information, at least one ratio which expresses the company's annual emissions in relation to a quantifiable factor associated with the company's activities. Comparatives must be given after the first year of the application of this requirement. X X X ✓ X
Sch 7 paras 19, 19A SECR – reporting period (quoted companies) The directors' report must state the period for which it is reporting the information required by Sch 7 para 15(2) if it is different to the period in respect of which the directors' report is prepared. The period for which the directors' report is reporting the information required by Sch 7 para 15(3) and (3A) must be the same as the period for which it is reporting the information required by Sch 7 para 15(2). X X X ✓ X
Sch 7 para 20A(2) SECR – subsidiary exemption (unquoted companies) Sch 7 Part 7A (paras 20A to 20K) does not apply if the company is a large unquoted company and:
  1. the company is a subsidiary undertaking at the end of the financial year;
  2. the company is included in the group report of a parent undertaking; and
  3. the group report is prepared for the financial year of the parent undertaking that ends at the same time as, or before the end of, the company's financial year; and:
    1. if the group report is a group directors' report it complies with quoted or unquoted company SECR requirements; or
    2. if the group report is a group energy and carbon report, it complies with LLP SECR requirements.
 X X X ✓ ✓
Sch 7 paras 20D(1), (2), (5), 20H SECR – emissions (unquoted companies) To the extent that it is practical for the company to obtain the information, the annual quantity of emissions in tonnes of carbon dioxide equivalent from activities for which that company is responsible including:4
  1. the combustion of gas; and
  2. the operation of fuel for the purpose of transport.
To the extent that it is practical for the company to obtain the information, the report must also state the annual quantity of emissions in tonnes of carbon dioxide equivalent resulting from the purchase of electricity by the company for its own use, including for the purpose of transport. For all these disclosures, to the extent practical for the company to obtain the information, if the company is an offshore undertaking, it may exclude emissions and energy consumed outside the United Kingdom and offshore area; in any other case, it may exclude emissions and energy consumed outside the United Kingdom. Comparatives must be given after the first year of the application of this requirement.		 X X ✓ ✓ X
Sch 7 paras 20D(3), (5), 20H SECR – energy consumption (unquoted companies) To the extent that it is practical for the company to obtain the information, a figure, in kWh, which is the aggregate of:
  1. the annual quantity of energy consumed from activities for which the company is responsible involving:
    1. the combustion of gas; or
    2. the consumption of fuel for the purpose of transport; and
  2. the annual quantity of energy consumed resulting from the purchase of electricity by the company for its own use, including for the purpose of transport.
For all these disclosures, to the extent practical for the company to obtain the information, if the company is an offshore undertaking, it may exclude emissions and energy consumed outside the United Kingdom and offshore area; in any other case, it may exclude emissions and energy consumed outside the United Kingdom. Comparatives must be given after the first year of the application of this requirement.		 X X ✓ ✓ X
Sch 7 paras 20D(4), 20H SECR – energy efficiency measures (unquoted companies) Where practical for the company to obtain the information, a description of the principal measures taken by the company during the year, if any, for the purpose of increasing the company's energy efficiency. Comparatives must be given after the first year of the application of this requirement. X X ✓ ✓ ✓
Sch 7 para 20D(6) SECR – omission (unquoted companies) If it is not practical for the company to obtain the information required in Sch 7 paras 20D(1) to (4), 20F and 20G then a statement of what information is not included, and why is required. X X ✓ ✓ ✓
Sch 7 para 20D(7) SECR – exemptions (unquoted companies) Entities are not required to make the disclosures required by Sch 7 paras 20D(1) to (4), 20F and 20G if:
  1. the company consumed 40,000 kWh of energy or less during the period in respect of which the directors' report is prepared and the report states that the information is not disclosed for that reason; or
  2. the disclosure would, in the opinion of the directors, be seriously prejudicial to the interests of the company, and the report states that the information is not disclosed for that reason.
 X X ✓ ✓ ✓
Sch 7 para 20F SECR – methodologies (unquoted companies) To the extent practical for the company to obtain the information, the methodologies used to calculate the information disclosed under Sch 7 para 20D(1), (2) and (3). X X ✓ ✓ ✓
Sch 7 paras 20G, 20H SECR – intensity ratio (unquoted companies) To the extent practical for the company to obtain the information, at least one ratio which expresses the company's annual emissions in relation to a quantifiable factor associated with the company's activities. Comparatives must be given after the first year of the application of this requirement. X X ✓ ✓ ✓
Sch 7 paras 20I, 20J SECR – reporting period (unquoted companies) The period for which the company is reporting the information required by Sch 7 para 20D(1) if it is different to the period in respect of which the directors' report is prepared. The period for which the directors' report is reporting the information required by Sch 7 para 20D(2) and (3) must be the same as the period for which it is reporting the information required by Sch 7 para 20D(1). X X ✓ ✓ ✓
Sch 7 para 26 Statement of corporate governance arrangements The directors' report must include a 'statement of corporate governance arrangements' which states:
  1. which corporate governance code, if any, the company applied in the financial year,
  2. how the company applied any corporate governance code reported; and
  3. if the company departed from any corporate governance code reported, the respects in which it did so, and its reasons for so departing.
If the company has not applied any corporate governance code for the financial year, the statement of corporate governance arrangements must explain the reasons for that decision, and explain what arrangements for corporate governance were applied for that year. A company is exempted if:
  1. It is required to provide a corporate governance statement;
  2. It is a community interest company; or
  3. It is a charitable company.
 X X X X5 ✓

3. Strategic report disclosures for LLPs

The duty for traded and banking limited liability partnerships (LLPs) to prepare a strategic report is set out in regulation 12A of The Limited Liability Partnerships (Accounts and Audit) (Application of Companies Act 2006) Regulations 2008 (SI 2008/1911) which modifies section 414A(1) of the Act.

Table 3 summarises the disclosure requirements of the Act and associated regulations in respect of the strategic report for LLPs:

  • Each row outlines a disclosure requirement with reference to source legislation.
  • The columns illustrate entities in scope, with key terminology summarised in the table below.
Column Summary
Traded LLP An LLP any of whose transferable securities are admitted to trading on a UK regulated market, as set out in regulation 32 of The Limited Liability Partnerships (Accounts and Audit) (Application of Companies Act 2006) Regulations 2008 (SI 2008/1911) which modifies section 474 of the Act.
Banking LLP An LLP which has permission under Part 4 of the Financial Services and Markets Act 2000 to accept deposits (but does not include such an LLP which has permission to accept deposits only for the purpose of carrying on another regulated activity in accordance with that permission). This definition is set out in regulation 32 of The Limited Liability Partnerships (Accounts and Audit) (Application of Companies Act 2006) Regulations 2008 (SI 2008/1911) which modifies section 474 of the Act.
Reference Summary Requirements Traded LLP and Banking LLP (with <500 employees) Traded LLP and Banking LLP (with >500 employees)
The Limited Liability Partnerships (Accounts and Audit) (Application of Companies Act 2006) Regulations 2008 (SI 2008/1911)
References to sections of the Act are as modified by these regulations.
s414C(1)(a) Fair review of the LLP's business The strategic report of a traded LLP and of a banking LLP must contain a fair review of the LLP's business. ✓ ✓
s414C(2) Fair, balanced and comprehensive analysis The review required is a balanced and comprehensive analysis of the development and performance of the LLP's business during the financial year and the position of the LLP's business at the end of that year, consistent with the size and complexity of the business. ✓ ✓
s414C(1)(a) Principal risks and uncertainties The strategic report of a traded LLP and of a banking LLP must contain a description of the principal risks and uncertainties facing the LLP. ✓ ✓
s414C(3)(a) Financial KPIs The review must, to the extent necessary for an understanding of the development, performance or position of the LLP's business, include:
  1. analysis using financial key performance indicators
 ✓ ✓
s414C(3)(b) Non-financial KPIs
  1. where appropriate, analysis using other key performance indicators, including information relating to environmental matters and employee matters.
 ✓ ✓
s414C(1)(b), (4A) Climate-related financial disclosures The strategic report of a traded LLP and of a banking LLP must contain climate-related financial disclosures, namely:
  1. a description of the LLP's governance arrangements in relation to assessing and managing climate-related risks and opportunities;
  2. a description of how the LLP identifies, assesses, and manages climate-related risks and opportunities;
  3. a description of how processes for identifying, assessing, and managing climate-related risks are integrated into the LLP's overall risk management process;
  4. a description of:
    1. the principal climate-related risks and opportunities arising in connection with the LLP's operations, and
    2. the time periods by reference to which those risks and opportunities are assessed;
  5. a description of the actual and potential impacts of the principal climate-related risks and opportunities on the LLP's business model and strategy;
  6. an analysis of the resilience of the LLP's business model and strategy, taking into consideration different climate-related scenarios;
  7. a description of the targets used by the LLP to manage climate-related risks and to realise climate-related opportunities and of performance against those targets; and
  8. a description of the key performance indicators used to assess progress against targets used to manage climate-related risks and realise climate-related opportunities and of the calculations on which those key performance indicators are based.
 X ✓
s414C(4B), (4C) Climate-related financial disclosures – omission Where the members of an LLP reasonably believe that, having regard to the nature of the LLP's business, and the manner in which it is carried on, the whole or a part of a climate-related financial disclosure required by section 414C(4A)(e), (f), (g) or (h) is not necessary for an understanding of the LLP's business, the members may omit the whole or (as the case requires) the relevant part of that climate-related financial disclosure. Where the members omit the whole or part of a climate-related financial disclosure in reliance on section 414C(4B) the strategic report must provide a clear and reasoned explanation of the members' reasonable belief that forms the basis of any non-disclosure. X ✓
s414C(5) Additional explanations of amounts included in the accounts The report must, where appropriate, include references to, and additional explanations of, amounts included in the LLP's annual accounts. ✓ ✓
s414A(3), s414C(6) Group strategic report A group strategic report may, where appropriate, give greater emphasis to the matters that are significant to the undertakings included in the consolidation, taken as a whole. In relation to a group strategic report this section has effect as if the references to the LLP were references to the undertakings included in the consolidation. ✓ ✓
s414C(7) Strategic report – seriously prejudicial exemption Nothing in section 414C requires the disclosure of information about impending developments or matters in the course of negotiation if the disclosure would, in the opinion of the members, be seriously prejudicial to the interests of the LLP. ✓ ✓
s414D(1) Approval and sign off The strategic report must be approved by the members and signed on behalf of all the members by a designated member. ✓ ✓

4. Energy and carbon report disclosures for LLPs

The duty for certain LLPs to prepare an energy and carbon report is set out in regulation 12B of The Limited Liability Partnerships (Accounts and Audit) (Application of Companies Act 2006) Regulations 2008 (SI 2008/1911) which modifies sections 415 and 415A of the Act. The duty applies to LLPs that exceed specified 'medium-sized' conditions.

Under regulation 12B of SI 2008/1911 which modifies section 415(4) of the Act, an LLP that is a subsidiary at the end of the financial year is exempted from preparing an energy and carbon report if:

  1. the LLP is included in the group report of a parent undertaking;
  2. the group report is prepared for a financial year of the parent undertaking that ends at the same time as, or before the end of, the LLP's financial year; and
  3. the group report complies with the applicable requirements for either a group energy and carbon report or a group directors' report.

Table 4 summarises the disclosure requirements of the Act and associated regulations in respect of the energy and carbon report that apply to LLPs:

  • Each row outlines a disclosure requirement with reference to source legislation.
  • The columns illustrate entities in scope, with key terminology summarised in the table below.
Column Summary
All energy and carbon reports As set out in section 415A of the Act as modified by regulation 12B of The Limited Liability Partnerships (Accounts and Audit) (Application of Companies Act 2006) Regulations 2008 (SI 2008/1911), an LLP is exempted from preparing an energy and carbon report if it (or the group) meets the qualifying conditions in the financial year and the preceding financial year, of two or more of the following:
  1. Turnover not more than £36 million (for groups net or £43.2 million gross);
  2. Balance sheet total not more than £18 million (for groups net or £21.6 million gross); and
  3. Number of employees not more than 250.
Large LLP (turnover >£500m and >500 employees) As set out in section 416A(2) of the Act as modified by regulation 12B of The Limited Liability Partnerships (Accounts and Audit) (Application of Companies Act 2006) Regulations 2008 (SI 2008/1911) for the purposes of climate-related financial disclosures, an LLP which is not a traded LLP nor a banking LLP; and which has turnover of more than £500 million and more than 500 employees in the financial year. Traded and banking LLPs with more than 500 employees should refer to Section 3 Strategic report disclosures for LLPs for climate-related financial disclosure requirements.
Reference Summary Requirements All energy and carbon reports Large LLP (turnover >£500m and >500 employees)
Part 5A, Regulation 12B, The Limited Liability Partnerships (Accounts and Audit) (Application of Companies Act 2006) Regulations 2008 (SI 2008/1911)
References to sections of the Act are as modified by these regulations.
s416(1) Names of members The energy and carbon report for a financial year must state:
  1. the names of the persons who, at any time during the financial year, were members of the LLP; and
  2. the name of the designated member signing the report in accordance with section 419.
 ✓ ✓
s416(2) SECR – LLPs The requirements in regulation 10(1) and Part 7A of Schedule 7 to the Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008 (SI 2008/410) for disclosures concerning greenhouse gas emissions, energy consumption and energy efficiency action by unquoted companies apply to LLPs with certain modifications. ✓ ✓
s416A(1), (7) Climate-related financial disclosures – large LLPs The energy and carbon report of a large LLP for a financial year must set out climate-related financial disclosures as set out in section 414C(4A) (see below). X ✓
s419 Approval and sign off The energy and carbon report must be approved by the members and signed on behalf of all the members by a designated member. ✓ ✓
Part 5, Regulation 12A, The Limited Liability Partnerships (Accounts and Audit) (Application of Companies Act 2006) Regulations 2008 (SI 2008/1911)
References to sections of the Act are as modified by these regulations.
s414C(4A) Climate-related financial disclosures Climate-related financial disclosures mean:
  1. a description of the LLP's governance arrangements in relation to assessing and managing climate-related risks and opportunities;
  2. a description of how the LLP identifies, assesses, and manages climate-related risks and opportunities;
  3. a description of how processes for identifying, assessing, and managing climate-related risks are integrated into the LLP's overall risk management process;
  4. a description of:
    1. the principal climate-related risks and opportunities arising in connection with the LLP's operations, and
    2. the time periods by reference to which those risks and opportunities are assessed;
  5. a description of the actual and potential impacts of the principal climate-related risks and opportunities on the LLP's business model and strategy;
  6. an analysis of the resilience of the LLP's business model and strategy, taking into consideration different climate-related scenarios;
  7. a description of the targets used by the LLP to manage climate-related risks and to realise climate-related opportunities and of performance against those targets; and
  8. a description of the key performance indicators used to assess progress against targets used to manage climate-related risks and realise climate-related opportunities and of the calculations on which those key performance indicators are based.
 X ✓
s414C(4B), (4C) Climate-related financial disclosures – omission Where the members of an LLP reasonably believe that, having regard to the nature of the LLP's business, and the manner in which it is carried on, the whole or a part of a climate-related financial disclosure required by section 414C(4A)(e), (f), (g) or (h) is not necessary for an understanding of the LLP's business, the members may omit the whole or (as the case requires) the relevant part of that climate-related financial disclosure. Where the members omit the whole or part of a climate-related financial disclosure in reliance on section 414C(4B) the strategic report must provide a clear and reasoned explanation of the members' reasonable belief that forms the basis of any non-disclosure. X ✓
Schedule 7, The Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008 (SI 2008/410) as modified by The Limited Liability Partnerships (Accounts and Audit) (Application of Companies Act 2006) Regulations 2008 (SI 2008/1911)
Sch 7 paras 20D(1), (2), (5), 20H SECR – emissions6 To the extent it is practical for the LLP to obtain the information, the annual quantity of emissions in tonnes of carbon dioxide equivalent from activities for which that LLP is responsible involving:
  1. the combustion of gas; and
  2. the operation of fuel for the purpose of transport.
To the extent it is practical for the LLP to obtain the information, the report must also state the annual quantity of emissions in tonnes of carbon dioxide equivalent resulting from the purchase of electricity by the LLP for its own use, including for the purpose of transport.		 ✓ ✓
Sch 7 paras 20D(3), (5), 20H SECR – energy consumption To the extent it is practical for the LLP to obtain the information, a figure, in kWh, which is the aggregate of:
  1. the annual quantity of energy consumed from activities for which the LLP is responsible involving:
    1. the combustion of gas; or
    2. the consumption of fuel for the purpose of transport; and
  2. the annual quantity of energy consumed resulting from the purchase of electricity by the LLP for its own use, including for the purpose of transport.
For all these disclosures, to the extent it is practical for the LLP to obtain the information, if the LLP is an offshore undertaking, it may exclude emissions and energy consumed outside the United Kingdom and offshore area; in any other case, it may exclude emissions and energy consumed outside the United Kingdom. Comparatives must be given after the first year of the application of this requirement.		 ✓ ✓
Sch 7 paras 20D(4), 20H SECR – energy efficiency measures Where practical for the LLP to obtain the information, a description of the principal measures taken by the LLP during the year, if any, for the purpose of increasing the LLP's energy efficiency. Comparatives must be given after the first year of the application of this requirement. ✓ ✓
Sch 7 para 20D(6) SECR – omission If it is not practical for the LLP to obtain the information required in Sch 7 paras 20D(1) to (4), 20F and 20G then a statement of what information is not included, and why is required. ✓ ✓
Sch 7 para 20D(7) SECR – exemptions LLPs are not required to make the disclosures required under Sch 7 paras 20D(1) to (4), 20F and 20G if:
  1. the LLP consumed 40,000 kWh of energy or less during the period in respect of which the energy and carbon report is prepared and the report states that the information is not disclosed for that reason; or
  2. the disclosure would, in the opinion of the members, be seriously prejudicial to the interests of the LLP, and the report states that the information is not disclosed for that reason.
 ✓ ✓
Sch 7 para 20F SECR – methodologies To the extent practical for the LLP to obtain the information, the methodologies used to calculate the information disclosed under Sch 7 para 20D(1), (2) and (3). ✓ ✓
Sch 7 paras 20G, 20H SECR – intensity ratio To the extent practical for the LLP to obtain the information, at least one ratio which expresses the LLP's annual emissions in relation to a quantifiable factor associated with the LLP's activities. Comparatives must be given after the first year of the application of this requirement. ✓ ✓
Sch 7 paras 20I, 20J SECR – reporting period The period for which the LLP is reporting the information required by Sch 7 para 20D(1) if it is different to the period in respect of which the energy and carbon report is prepared. The period for which the LLP is reporting the information required by Sch 7 para 20D(2) and (3) must be the same as the period for which it is reporting the information required by Sch 7 para 20D(1). ✓ ✓

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  1. Under section 414CB(7), if the strategic report complies with section 414CB(1) to (6), the strategic report of which it is a part is to be treated as complying with the equivalent strategic report requirements in section 414C(4)(b), (7), (8)(b) and (12). ↩

  2. Such matters must also be identified in the directors' report. See paragraph 1A of Schedule 7 to the Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008 (SI 2008/410). ↩

  3. Other than wholly-owned subsidiaries of UK-incorporated companies. ↩↩↩↩↩↩↩↩↩↩

  4. Separate guidance on the application of the greenhouse gas (GHG) emissions disclosure requirements has been published by the Department for Business and Trade and the Department for Environment Food & Rural Affairs (DEFRA). ↩↩

  5. Except for quoted companies that are not required to provide a corporate governance statement; for example, companies quoted on the New York Stock Exchange or the exchange known as Nasdaq that meet the very large company size threshold. Quoted companies required to provide a corporate governance statement under rules 7.2.1 to 7.2.11 of the Financial Conduct Authority's Disclosure Guidance and Transparency Rules are exempt (section 472A of the Act). ↩

  6. Parts 5A, regulation 12B, sections 415(1) and 416 (1) of The Limited Liability Partnerships (Accounts and Audit) (Application of Companies Act 2006) Regulations 2008 (SI 2008/1911). ↩

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Name Companies Act 2006 Disclosure Requirements for the Strategic Report, Directors’ Report and Energy and Carbon Report: Scoping Tables (March 2025)
Publication date 20 March 2025
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