CySEC Advanced · Chapter 13 · Topic 2 of 7

What must an issuer's annual financial report contain, and when is it due?

Deadline and availability, the three parts, who signs the responsibility statements and what they confirm, accounting and audit rules, and the ESEF format and sustainability reporting.

By the ExamPass CY editorial teamLast reviewed 8 min read

Short answer

An issuer publishes its annual financial report no later than four months after the financial year ends and keeps it available for at least 10 years. It has three parts: the audited financial statements, the management report and responsibility statements by the directors and by the CEO and CFO insofar as each is not a director. These, not the auditor, confirm a true and fair view and a fair review of the business and its principal risks; the audit report is published in full. Since financial year 2021 the report has been in ESEF format.

The annual financial report at a glance

DeadlineAs soon as possible, and no later than four months after the financial year ends
AvailabilityAt least 10 years (five years until 8 April 2016)
Three partsAudited financial statements; management report; responsibility statements
Who signs the statementsBoard members, and the CEO and the CFO (or equivalents) insofar as each is not a board member, with names and functions
What they confirmAccounts follow the applicable standards and show a true and fair view; the management report gives a fair review with principal risks and uncertainties; where applicable, sustainability reporting meets ESRS and Taxonomy rules
Group parentConsolidated accounts (Cypriot parent: Companies Law or IAS Regulation 1606/2002; other EU parent: IAS Regulation) plus the parent's own annual accounts
Third-country issuerConsolidated accounts under the IAS Regulation; the parent's own accounts under the Accounting Directive 2013/34/EU (since 29 July 2025)
AuditStatutory audit under Companies Law section 152A for Cypriot companies; audit report published in full; sustainability assurance report too, where applicable
FormatESEF: XHTML, with IFRS consolidated statements tagged in Inline XBRL, for financial years from 1 January 2021

Source: Law 190(I)/2007, section 9, as amended; CySEC Directive DI190-2007-04; Directive 2004/109/EC, Article 4; Delegated Regulation (EU) 2019/815; Companies Law, section 396.

In the exam

The exam is written from the exam material, which predates the changes below. Expect its answer. If that answer is not among the options and the current rule is, choose the current rule.

  • True-and-fair confirmation

    Exam material: The auditors state, within the annual financial statements, that the accounts meet the applicable standards and show a true and fair view.

    Current law (since 2007 (Law 190(I)/2007)): The confirmation is in the responsibility statements of the board members and, where they are not board members, the CEO and CFO; the auditor's contribution is the separate audit report, published in full.

  • CEO and CFO statements

    Exam material: The CEO and CFO give responsibility statements only where neither of them sits on the board.

    Current law (since 2007 (Law 190(I)/2007)): The Law says only that they sign if they are not board members, best read person by person: each signs unless already signing as a director.

  • Third-country parent's accounts

    Exam material: A third-country issuer prepares the parent company's accounts under an EU regulation, the one on consolidated accounts.

    Current law (since 29 July 2025 (Law 161(I)/2025); a directive, not a regulation, since 26 October 2012 (Law 143(I)/2012)): Its consolidated accounts follow the IAS Regulation (EC) No 1606/2002, and the parent's own accounts follow the Accounting Directive 2013/34/EU.

When is the annual report due, and who vouches for it?

Every issuer within the Law must publish its annual financial report as soon as it can, and no later than four months after its financial year ends, and keep it publicly available for at least 10 years. The period was five years until 8 April 2016, when Law 35(I)/2016 extended it. The report has three parts: the audited financial statements, the management report and the responsibility statements.

The responsibility statements are made by the board members and also by the chief executive and the chief financial officer, or their equivalents, insofar as they are not board members, with each person's name and function clearly shown. The exam material says the CEO and CFO give statements if they are both not board members. Since 2007 the Law has said only 'if they are not members of the board'. Read sensibly, that applies to each person: a CEO who sits on the board signs as a director, and a CFO who is not on the board signs in that capacity.

The signatories confirm, to the best of their knowledge, that the financial statements follow the applicable accounting standards and present a true and fair view of assets, liabilities, financial position and profit or loss for the issuer and the undertakings it consolidates, and that the management report fairly reviews how the business developed and performed and where the issuer stands, describing its principal risks and uncertainties. The exam material presents the true-and-fair confirmation as a statement by the auditors. Since 2007, following the Directive, the Law has given it to the persons responsible within the issuer; the auditor's contribution is the separate audit report. Since 29 July 2025 the statement also confirms, where applicable, that sustainability reporting follows the European Sustainability Reporting Standards (ESRS) and the Taxonomy disclosure rules.

Terms used in this note

Responsibility statement
The confirmation by the board, CEO and CFO that the accounts give a true and fair view and the management report gives a fair review.
Management report
The narrative part of the annual report reviewing the business's development, performance and position, and its principal risks and uncertainties.
ESEF
The European single electronic format: annual reports in XHTML, with IFRS consolidated statements tagged in Inline XBRL.
IAS Regulation
Regulation (EC) No 1606/2002, which requires international accounting standards for the consolidated accounts of listed EU companies.

Which accounting and audit rules apply?

An issuer incorporated under the Cyprus Companies Law that does not consolidate prepares its accounts under that Law; one from another Member State follows its home law. A Cypriot group parent presents consolidated accounts under the Companies Law or the IAS Regulation, (EC) No 1606/2002, with its own accounts under the Companies Law. A parent from another Member State uses the IAS Regulation for the consolidated accounts and its home law for its own. A third-country issuer prepares consolidated accounts under the IAS Regulation and the parent's own accounts under the Accounting Directive, 2013/34/EU, which also governs a third-country issuer that does not consolidate. The exam material says a third-country parent's accounts follow 'the EU regulation on consolidated accounts'. Since 29 July 2025, Law 161(I)/2025 has referred to the Accounting Directive; from 2012 until then the reference was the Seventh Council Directive on consolidated accounts, 83/349/EEC, a directive rather than a regulation.

A Cypriot issuer's accounts are audited under section 152A of the Companies Law; the statutory auditor or audit firm also gives an opinion on the management report, and the signed audit report is published in full with the annual report. Other EU issuers are audited under their home law implementing the Accounting Directive, and third-country issuers under that Directive's audit rules, again with the signed report published in full. The exam material describes a qualified auditor applying international standards on auditing. That matches the text in force until 29 July 2025; since then the Law has referred to the Companies Law and the Auditors Law instead. Management reports follow the Companies Law for Cypriot issuers, and home law or the Accounting Directive for others. CySEC Directive DI190-2007-04 adds further items: an explanation of any material gap between results and a published forecast, each director's direct and indirect holding and share options, and details of the capital structure, transfer restrictions and change-of-control arrangements.

What electronic format and sustainability content does the report need?

For financial years beginning on or after 1 January 2021, the whole report is prepared in the European single electronic format (ESEF) of Delegated Regulation (EU) 2019/815: the document is in XHTML, and IFRS consolidated financial statements carry Inline XBRL tags. The EU start was financial year 2020, but Cyprus used the one-year deferral that Regulation (EU) 2021/337 allowed; Law 161(I)/2025 wrote the rule into the Law on 29 July 2025.

Law 161(I)/2025 also brought the Corporate Sustainability Reporting Directive into the report. Where the Companies Law requires sustainability reporting, it forms part of the management report, an assurance opinion on it is published in full and the responsibility statement covers it. Under the Companies Law as amended by Law 162(I)/2025, this applies to large public-interest entities with more than 500 employees for financial years from 1 January 2025 (2024 voluntarily), to other large undertakings from 1 January 2027 and to listed SMEs from 1 January 2028. The exam material covers neither the format nor sustainability reporting.

How to think about it

Fix the clock first: published within four months, kept for 10 years. Then ask who says what: the board, CEO and CFO vouch for the accounts and the management report, while the auditor audits and its report is published in full. For the accounting basis, ask where the issuer is incorporated and whether it consolidates. Finally check the year: ESEF from financial year 2021, sustainability reporting only where the Companies Law requires it.

Common mistakes

  1. Crediting the auditor with the true-and-fair statement. The board, CEO and CFO give it; the auditor's audit report is a separate document published in full.

  2. Reading the CEO and CFO condition as joint. The Law's condition is best read person by person: each signs unless he or she already signs as a director.

  3. Calling the third-country parent-accounts rule a regulation. Consolidated accounts follow the IAS Regulation; the parent's own accounts follow the Accounting Directive.

  4. Using the old five-year availability period. Since 8 April 2016 the report must stay available for at least 10 years.

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Last reviewed on by the ExamPass CY editorial team against the law in force on that date. Study notes help you prepare for the CySEC exams; they are not legal advice. ExamPass CY is not affiliated with CySEC.

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