Introduction
UK companies that grant equity to employees through "unapproved" schemes (schemes other than EMI or CSOP) must file an annual return with HMRC. This return reports all equity activity during the tax year, including grants, exercises, settlements, terminations, and expirations.
The deadline for filing is July 6th following the end of the tax year. Ledgy can generate your return in seconds, pre-populated with data from your cap table.
This article explains what the "Other" annual return is, what data you need to prepare, and how to generate and submit your return using Ledgy.
Who can generate returns: You need to be an account admin in Ledgy to generate compliance reports.
What is the "Other" annual return?
The "Other" annual return (also called "Other Employment-Related Securities") is an HMRC compliance requirement for unapproved equity schemes. Unlike approved schemes like EMI and CSOP which have their own reporting requirements, all other equity arrangements must be reported through this return.
What must be reported:
Grants of stock options, warrants, or RSUs
Option exercises and settlements
Share acquisitions (like growth shares)
Terminations and expirations of grants
Any other equity-related activity during the tax year
Tax year: The UK tax year runs from April 6th to April 5th of the following year.
What Ledgy generates
Ledgy automatically populates 3 of the 9 tabs in HMRC's template:
Other_Grants_V4 - Grants from unapproved option, warrant, or RSU schemes
Other_Options_V4 - Cash settlements, terminations, expirations, and equity settlements
Other_Acquisition_V4 - Stock grants of actual shares (e.g., growth shares)
Note: The remaining 6 tabs are included in the exported file but do not contain data. Ledgy exports the file in the exact format HMRC requires, so you can submit it directly after review.
Important considerations before generating
What Ledgy includes
✅ All published and unpublished (draft) transactions - Ensure there are no draft transactions you don't intend to report
✅ All employees in selected plans, including non-UK employees - You may need to manually remove non-UK employees
✅ Automatic calculations for most required columns
What you may need to adjust manually
❌ Certain columns Ledgy leaves blank (e.g., security restrictions, market value at exercise for restricted securities)
❌ Stock split adjustments - Ledgy ignores stock splits in calculations, so manual adjustments may be required
❌ Non-UK employee records - If non-UK employees received grants from selected plans, you may need to remove them manually
❌ Some columns where Ledgy makes assumptions (see Column guidance below)
Critical requirements
Currency: Monetary values must be reported in GBP. If your company's base currency is not GBP, set the currency of relevant transactions to GBP before generating the return.
File format: Do not change the format of Ledgy's .ods export. Returns that don't match HMRC's template exactly will be rejected.
Data accuracy: Ensure all Ledgy data is up-to-date before generating the return. The report pulls directly from your transaction history.
Save your submission: Returns cannot be retrieved from HMRC once submitted. Save your final submission in a secure location, such as Ledgy's data room.
How to generate your return
Step 1: Prepare your data
Grants
Include strike price in GBP
Ensure accurate grant dates
Transactions
Exercise, cash settlement, equity settlement, and termination transactions must be recorded
Valuations
Create valuations with type "Unapproved (UK)"
Date on or before grant dates, with AMV, UMV, expiry date
Add HMRC reference number if agreed with HMRC
Stakeholder information
Create custom field named "NIN" and populate with National Insurance Numbers
Company information
Add PAYE reference in Company Settings > Company Profile
Step 2: Generate the report
Go to Reporting > Compliance > Other annual return.
Select the desired tax year to filter for events dated within that date range and specify which unapproved plans to include. Do not include EMI or CSOP plans.
Note: the UK tax year runs from April 6th to April 5th.
Step 3: Preview and check
Review the in-app preview and check for warnings about missing data, NIns, valuations, currency settings, or unwanted draft transactions.
Step 4: Download and review
Click Download to get the file. Review all three tabs (Other_Grants_V4, Other_Options_V4, Other_Acquisition_V4) and:
Manually populate blank columns (see Column guidance)
Remove non-UK employees if needed
Adjust for stock splits if applicable
Important: Do not change the file format. HMRC will reject incorrectly formatted returns.
Step 5: Submit to HMRC
Submit through the HMRC website before July 6th. Use HMRC's checking service, then save a copy to Ledgy's data room.
Column guidance
Ledgy populates automatically:
Disclosable tax avoidance scheme (always NO)
Grantor company and company whose securities under option (employing company)
Listed on exchange (always NO for private companies)
HMRC agreed market value (YES if HMRC reference added to valuation)
You must populate manually:
Market value at exercise date (depends on security restrictions)
Security restrictions columns
Any other blank columns
Understanding the report tabs
Other_Grants_V4: Grants of options, warrants, and RSUs issued during the tax year
Other_Options_V4: Cash settlements, terminations, expirations, and equity settlements. RSUs appear here even though they're not technically options.
Other_Acquisition_V4: Stock grants of actual shares (e.g., growth shares). Excludes non-grant share issuances and transfers.
Troubleshooting
Missing data?
Select all relevant plans
Check dates fall within tax year (6 April to 5 April)
Create "Unapproved (UK)" valuations dated before grant dates
Add "NIN" custom field with National Insurance Numbers
Add PAYE reference in Company Settings
Set transaction currency to GBP
Non-UK employees appearing?
Manually remove rows for non-UK employees in the file
FAQs
When is the deadline for filing the Other annual return?
The deadline is July 6th following the end of the tax year. For the 2023/24 tax year (6 April 2023 to 5 April 2024), the deadline is 6 July 2024.
What happens if I have both EMI and unapproved plans?
EMI plans have their own separate reporting requirement (EMI40 annual return). Only include your unapproved plans in the Other annual return. Do not include EMI or CSOP plans.
Can I edit the file after Ledgy generates it?
Yes, you should review and manually populate certain columns. However, do not change the file format or structure. HMRC will reject returns that don't match their template exactly. Only edit cell contents, not formatting.
Why are RSUs reported in the options tabs?
HMRC treats RSUs as having a similar structure to options for reporting purposes, even though they're not technically options. This is why RSUs appear in both Other_Grants_V4 and Other_Options_V4.
What if I discover an error after submitting to HMRC?
Contact HMRC directly to discuss how to correct errors in submitted returns. Returns cannot be retrieved from HMRC once submitted, so you'll need to follow HMRC's process for amendments.
How does Ledgy split stakeholder names into first, second, and last name?
Ledgy uses the full name you entered for stakeholders. The first string becomes "first name," the last string becomes "last name," and everything in between is "second name." Example: "John Michael Smith" → First: John, Second: Michael, Last: Smith.
Do I need to include employees who left during the tax year?
Yes, if they had equity activity during the tax year (grants, exercises, terminations), they should be included in the return regardless of whether they're still employed.
What if I had a stock split during the tax year?
Ledgy ignores stock splits when calculating valuations and quantities. You'll need to manually adjust the numbers in the downloaded file to reflect post-split values.
Can I generate returns for multiple tax years at once?
No, you need to generate a separate return for each tax year. Select the appropriate tax year when generating each return.
Where should I store my submitted returns?
Upload your final submitted returns to Ledgy's data room for secure storage. This creates an audit trail and ensures you have access to historical submissions if needed.