Weekly IRO and Annual Report Intelligence

Date: Monday, 27 October 2025
Coverage window: 13–27 Oct 2025 (14 days)
Scope: United Kingdom, India, UAE, Qatar, Saudi Arabia

Why this matters (fast take)

Regulators have tightened the screws across three fronts that will shape what you publish and how you govern through year-end. In the United Kingdom, the FCA is taking a harder line on how issuers identify, document, and—where justified—delay disclosure of inside information under the UK Market Abuse Regulation (MAR). It is also signalling the need for clearer, risk-aware disclosures where companies hold or are considering cryptoassets in treasury. In India, SEBI has standardised the minimum information Audit Committees and shareholders must see before approving related-party transactions, lifting expectations on rationale, pricing basis, and cumulative exposure reporting. In the UAE (DIFC), prudential rule changes are confirmed and a live consultation on crypto tokens is running, both of which call for early planning by boards, finance, and compliance.

What this means in practice: tighten your year-end control environment, rehearse delayed-disclosure (DDII) decision logs, and clean up insider lists; refresh RPT templates, board packs, and minutes; brief treasury and risk on any crypto exposure; model capital and liquidity effects for DIFC entities; and adjust transaction calendars to new submission and approval windows. These steps feed straight into board papers, audit interactions, and the reporting timetable, so the sooner you embed them, the smoother your close.

United Kingdom

  1. FCA PMB 59 – MAR “delay” discipline; crypto-treasury warnings; NSM upgrades
    The FCA’s fresh thematic on delayed disclosure (MAR 17.4) flags longer average delays (≈35 days), late DDII notifications, and weak confidence classifying inside information. It also cautions listed companies adopting bitcoin/crypto treasury strategies to sharpen disclosures and MAR controls. Expect tighter supervision. (FCA)

  2. FCA PMB 58 – Prospectus cutover logistics (POATRs/PRM)
    From 1 Dec 2025 you may submit draft documents under the new PRM; approvals only from 19 Jan 2026. A short additional form is required for submissions made 1 Dec–16 Jan; new checklists/forms land ~24 Nov. Plan calendars now (turnaround pauses 22 Dec–2 Jan). Consultation deadlines on Knowledge Base updates hit 21 Nov/5 Dec. (FCA)

  3. FRC thematic reviews – investment companies & share-based payments
    FRC wants clearer key judgements, better FV methodology/sensitivity for investment companies, and crisper IFRS 2 narratives (vesting conditions, measurement, modifications). Fold this into FY25 drafts immediately. (FRC (Financial Reporting Council))

India

  1. SEBI: Minimum information for RPT approvals (Audit Committee & shareholders)
    Boards must receive/share standardised packs—purpose, pricing basis, MTD/YTD exposure, and arm’s-length substantiation—before approving RPTs. Update templates now; weak minutes will not fly. (Securities and Exchange Board of India)

  2. SEBI: Master Circular for non-convertible securities, SDIs, SRs, municipal debt & CP
    Consolidates the debt rule-book—refresh issuer checklists, trustee workflows and offer-doc boilerplates accordingly. (Securities and Exchange Board of India)

(Practical pointer) NSE has already echoed the RPT circular to listed companies; ensure your CoSec team has aligned NEAPS/XBRL processes. (nseindia.com)

UAE (Dubai / DIFC)

  1. DFSA: October amendments – Prudential (PIB) module
    Post-CP164, DFSA made prudential changes (effective 1 Jul 2026). DIFC-authorised firms should model capital/liquidity and brief boards now, even if listed outside DIFC. (dfsa.ae)

  2. DFSA: CP168 (crypto tokens) still open
    If you have any token exposure (treasury, customers, ecosystem), weigh in before the deadline and reconcile with FCA PMB 59 messaging if you’re dual-exposed to UK MAR. (dfsa.ae)

Qatar

No new issuer-wide circulars this fortnight; continue to run Code of Market Conduct standards (insider-dealing controls; disciplined disclosure). (qfma.org.qa)

Saudi Arabia

CMA’s consultation on enabling simplified investment funds remains open; monitor but no immediate AR changes for corporate issuers. (cma.org.sa)

What to change in drafts immediately (editor’s red pen)

UK – Inside information & MAR

  • Add a one-page box titled “Inside Information Governance” to your front-of-book compliance section.

  • Include: clear triggers for what counts as inside information, a DDII (delayed disclosure of inside information) decision log, insider-list hygiene (how you keep it current), and notification timeliness metrics.

  • Basis: FCA Primary Market Bulletin 59 (UK Market Abuse Regulation, MAR).

Treasury & financial risk – Crypto exposure

  • If you hold or are considering cryptoassets in treasury, expand your note to cover: purpose, governance, valuation method, volatility/impairment risks, and where MAR controls connect (e.g., who monitors price-sensitive moves).

  • Cross-refer to Audit Committee oversight.

  • Basis: FCA expectations.

India – Related-party transactions (RPTs)

  • Attach SEBI’s minimum-information table as a pre-meeting annex to Audit Committee packs and cross-reference it in the minutes.

  • Mirror the same detail in the shareholder notice: rationale, pricing basis, and cumulative exposure (MTD/YTD).

  • Basis: SEBI circular on RPT approvals.

UK – Prospectus/transactions cutover

  • Drop a sidebar in the CFO/MD&A explaining the new UK prospectus regime (POATRs/PRM):

    • Which documents migrate to the new rules,

    • The submission window (1 Dec–16 Jan), and

    • Checklist readiness if you plan any H1 FY26 issuance.

  • Basis: FCA PMB 58.

UK – Share-based payments (IFRS 2)

  • Tighten the IFRS 2 note: spell out performance conditions, grant-date fair-value inputs, any modifications and their effects, plus a short sensitivity analysis.

  • Basis: FRC thematic focus.

Watchlist (next 60 days)

  • FCA Knowledge Base consultations (POATRs): 21 Nov & 5 Dec 2025 (comment deadlines). (FCA)

  • DFSA CP168 (crypto tokens): closes 31 Oct 2025. (dfsa.ae)

  • FRC AEP consultation: responses due 9 Jan 2026; related audit-reporting consultations close 16 Jan 2026—bakes into audit interaction language. (FRC (Financial Reporting Council))

  • FCA PRM go-live: approvals under new regime from 19 Jan 2026 (submission prep from 1 Dec 2025). (FCA)

Sources

Triage grid (prioritised)

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