IR & AR WEEKLY ALERTS : ISSUE 107

1) 2026 UK Taxonomy Suite now published

What changed: The FRC has published the 2026 UK Taxonomy Suite, covering the main FRC taxonomy, the Charities taxonomy and the Irish taxonomy, together with mapping files, changelog and supporting documentation. Key changes include:

• Concepts to reflect UK Endorsement Board amendments to IFRS 7 for certain financial instruments and equity investments at fair value through other comprehensive income.

• Updates for amendments to UK Financial Reporting Standards (including FRED 85).

• Additional dimensions for revenue disaggregation categories, aligned with illustrative groupings in the standards.

• Expanded and refined elements for audit report disclosures, intended to improve clarity and completeness.

• Updates to SORP-related dimensions and charity disclosures. (FRC (Financial Reporting Council))

The FRC reiterates that filers to HMRC and Companies House should use the most up-to-date taxonomy where possible, and that in practice only the latest and penultimate versions should be in active use. (FRC (Financial Reporting Council))

For UK reporters, the taxonomy is no longer a purely technical concern of the finance systems team. Additional disaggregation options for revenue and enhanced structures for audit report disclosures will expose any inconsistencies between the tagged data and the narrative in the Strategic Report, MD&A, segment note and Audit Committee report. Those inconsistencies are easily visible to investors and data providers.

• Ask your digital reporting vendor to confirm when the 2026 suite will be available in your filing tool and what testing they have done against the mapping files.

• Commission an internal or external review of your 2024–25 taxonomy mapping for:

  • revenue categories versus segment and product disclosures;

  • classification of financial instruments and associated risk disclosures;

  • audit report key audit matters and opinion wording.

• Plan a short joint session between finance, IR and your external auditor’s digital reporting contact to align on how the new elements will be used and how that links to narrative.

• If you use UKSEF, track the promised updated guidance for 2026 and ensure design and tagging teams are aligned before mock-ups progress too far. (FRC (Financial Reporting Council))

2) FRC thematic review of smaller listed companies

What changed: The FRC has released a thematic review, “Reporting by the UK’s smaller listed companies”, based on a sample of 20 issuers outside the FTSE 350, covering both Main Market and AIM companies. It focuses on four recurring pressure points: revenue recognition, cash flow statements, impairment of non-financial assets and financial instruments disclosures. (FRC (Financial Reporting Council))

The review provides practical insights, including contrasting examples of informative and weak disclosures, and highlights common triggers for FRC questions and correspondence.

• Revenue recognition – generic policy wording, vague descriptions of performance obligations and lack of linkage between revenue note categories, segment disclosures and the business model remain common weaknesses.

• Cash flow statements – misclassification between operating, investing and financing activities and inconsistencies with changes in working capital and debt balances continue to raise flags.

• Impairment – sparse disclosure of key assumptions, growth rates and sensitivities is still frequently challenged, especially where performance has been volatile.

• Financial instruments – standard boilerplate on risk management often fails to reflect the actual instruments and hedging approaches in use. (FRC (Financial Reporting Council))

For UK issuers, particularly those outside the FTSE 350 or with constrained finance resources:

• Rewrite revenue policies to be company-specific, clearly identifying performance obligations, timing of recognition and how those tie to operational KPIs and segment reporting.

• Reconcile the cash flow statement narrative with the statement of financial position and notes, ensuring classification of items such as lease payments, factoring, and non-recourse financing is consistent with IFRS requirements and your previous guidance.

• Expand impairment disclosures to include:

  • key assumptions for value-in-use calculations;

  • sensitivity of headroom to reasonable changes in assumptions;

  • explicit commentary where indicators exist but no impairment is recorded.

• Replace generic financial instruments wording with tailored descriptions of the instruments you actually use, including any covenant features, and cross-references to risk management governance.

• Replace generic financial instruments wording with tailored descriptions of the instruments you actually use, including any covenant features, and cross-references to risk management governance.

These changes will not only reduce the risk of regulator queries but also provide more credible material for investor meetings and ESG analysts. (FRC (Financial Reporting Council))

1) SEBI LODR Fifth Amendment Regulations 2025 – related party transactions recalibrated

What changed: SEBI has notified the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Fifth Amendment) Regulations, 2025. The amendments refine the related party and related party transaction framework, including:

• Adjustments to the definition of “related party” and “related party transaction” to address gaps observed in practice.

• Clarification of materiality thresholds for RPTs, using consolidated turnover as the reference in certain cases.

• Refinements to Regulation 23 on RPT approval requirements and the validity period and scope of shareholder approvals for material RPTs. (Securities and Exchange Board of India)

The stated intent, based on summaries from professional bodies, is to ease compliance where the earlier strict wording created operational challenges, while preserving investor protection in genuinely material transactions. (ICSI)

• RPT policies and the Board’s “materiality” lens must be recalibrated to the revised thresholds and definitions.

• Omnibus approvals and long-term frameworks previously structured under the older wording may need to be revisited.

• Disclosures in the Corporate Governance section, notes on RPTs and the website RPT policy will need alignment once the amendments take effect.

• Ask your Company Secretary and legal counsel for a short note mapping the new definitions and thresholds against your current policy and past year’s RPTs.

• Update the Board-approved RPT policy and the Audit Committee charter so they explicitly reference the amended Regulation 23 and revised thresholds.

• For transactions that rely on omnibus shareholder approvals, verify whether those approvals still meet the new conditions or whether fresh approvals are prudent.

• In the next Annual Report cycle, refresh RPT note presentation to clearly distinguish material transactions under the new framework, including cumulative exposures and rationale.

2) FSEBI warning on unregistered online bond platform providers (OBPPs)

What changed: SEBI has issued a press release cautioning investors against dealing with online bond platform providers that are not registered with SEBI. The communication reiterates that only SEBI-registered OBPPs may facilitate transactions in listed debt securities and that investors should independently verify registration status. (Securities and Exchange Board of India)

Although the warning is framed as investor protection, it has important implications for issuers that rely on digital channels for distribution of listed bonds or debentures:

• Using unregistered platforms could expose investors to risks and create reputational issues for the issuer.

• Questions may arise in investor meetings about how the issuer ensures that its distribution partners comply with SEBI expectations.

• Prepare an internal inventory of all digital platforms and intermediaries used to distribute listed debt, and verify which ones are SEBI-registered OBPPs.

• For future bond offerings targeted at HNI or retail investors, ensure deal documentation and IR FAQs clearly state that only SEBI-registered platforms and intermediaries are used.

• Consider a short risk disclosure in the debt offering section of the Annual Report, noting that the company deals only with regulated intermediaries and platforms for bond distribution.

3) Alternative Investment Funds – Third Amendment Regulations 2025

What changed: SEBI has also notified amendments to the Alternative Investment Funds Regulations (Third Amendment, 2025). Professional summaries indicate that one focus area is the framework for schemes aimed at accredited investors, including AI-driven or specialised strategies, with certain regulatory flexibilities balanced by eligibility and disclosure conditions. (ICSI)

For listed sponsors or groups with AIF businesses, this will influence product design, risk disclosure and group governance narratives. Investors increasingly expect clear articulation of how complex strategies and AI-driven approaches are governed, measured and controlled.

• For groups with AIF platforms, coordinate between the AIF compliance function, group risk and listed-entity IR to ensure that:

  • Board reporting captures the new product types and associated risk oversight;

  • the Business Overview and Risk sections of the Annual Report explain AIF activities in a way that is consistent with the new regime;

  • any AI-centric investment strategies are addressed in governance and technology risk disclosures.

4) Mutual Fund Regulations – consultation period extension

What changed: SEBI has extended the deadline for public comments on its consultation paper on a comprehensive review of the Mutual Fund Regulations, as referenced in recent professional updates. (ICSI)

• Listed groups with asset management subsidiaries have additional time to provide technical feedback on issues such as scheme categorisation, disclosure, fees and governance.

• From a listed-entity perspective, the eventual changes will shape how group AMC operations are described in the Annual Report and how fee and risk dynamics are disclosed.

• Ensure your AMC or group compliance team is actively engaging with the consultation and that any key positions are shared with the listed-entity Board, particularly the Risk and Audit Committees.

• Flag in internal timelines that the outcome of this review may need to be reflected in FY26 Annual Reports and IR presentations.

1) DFSA 2025 Annual Outreach – governance and AI expectations

What changed: According to DFSA communications, the Authority has hosted its 2025 Annual Outreach for more than 500 industry participants, highlighting supervisory themes, including governance of technology and AI use in regulated firms. (dfsa.ae)

While the outreach itself is not a new rule, it signals the DFSA’s expectations on:

• Board and senior management accountability for AI and technology deployments in trading, risk management and client-facing channels.

• The need for clear policies, inventory of AI use cases and documented controls.

• Integration of technology risk into the broader risk management and disclosure framework.

For DIFC-regulated issuers and financial groups:

• Ensure the Board Risk Committee receives a concise map of AI and advanced analytics use cases in the group, including third-party tools.

• Begin drafting or enhancing narrative in the Risk Management, Operational Risk and Technology sections of the Annual Report that explains governance, model validation and oversight mechanisms.

• Prepare IR talking points that connect the DFSA’s emphasis with your own controls, so that investor questions on AI use can be addressed confidently.

2) Corporate tax late registration penalty waiver – eligibility infrastructure

What changed: The UAE Federal Tax Authority has an online “Corporate Tax Late registration penalty waiver – Eligibility check” tool which has been updated during November 2025. This sits alongside the Cabinet decision and subsequent public clarification allowing the FTA to waive or credit the AED 10,000 late registration penalty for eligible taxable persons and certain exempt persons, subject to defined conditions. (tax.gov.ae)

• For groups operating in the UAE, corporate tax compliance is now a central part of the tax note, with potential exposure to penalties where registration or filing deadlines are missed.

• The waiver initiative and related tools do not remove the underlying obligation; rather they provide conditional relief where specific criteria are met.

• Ask your tax advisers to confirm whether any group entity has incurred or faces the late registration penalty and whether it is eligible for waiver or credit under the FTA initiative.

• Reflect any remaining exposure in the tax note and contingent liabilities, and briefly explain the waiver mechanism if material to the numbers.

• For narrative consistency, align your ESG and Governance sections with the message that the company is investing in tax governance and compliance systems in line with the new regime.

1) QSE New York roadshow at Bank of America

What changed: Qatar Stock Exchange has concluded a New York roadshow held at Bank of America on 17–18 November 2025, featuring leading Qatari listed companies and generating more than 80 one-on-one meetings with global institutional investors. (mondovisione.com)

• It signals QSE’s active efforts to deepen the international investor base and enhance the visibility of Qatari equities in major financial centres.

• For QSE-listed issuers that participated, the number and quality of meetings form part of the investor engagement story that can be reflected in the IR or Stakeholder Engagement sections of the Annual Report.

• Issuers should capture key themes, concerns and feedback from the roadshow and feed them into Board discussions on strategy and investor messaging.

• In the forthcoming Annual Report, consider including a short case study or disclosure on international investor outreach, referencing participation in such roadshows and resulting engagement indicators.

2) Growing debt market activity – Ahli Bank bonds

QSE communications also indicate that Ahli Bank bonds are scheduled to be listed on the exchange with pricing referencing the closing share price in late November, underscoring the ongoing development of Qatar’s listed debt market. (qe.com.qa)

For issuers, this illustrates that debt listings and secondary offerings are increasingly visible and should be supported by clear, bilingual disclosure, robust investor materials and consistent risk wording across equity and debt documentation.

1) CMA approvals for bonus share capital increases

What changed: During November 2025, the Saudi Capital Market Authority has issued several announcements approving listed companies’ capital increase requests through the issuance of bonus shares, including approvals for Balsm Alofoq Medical Company and WSM for Information Technology Company on 19 November 2025. (cma.org.sa)

These are individual company actions rather than new regulations, but they highlight:

• The continued use of bonus share issues as a capital management and signalling tool.

• CMA scrutiny of disclosure, process and compliance with offer and continuing obligations in such transactions.

For Saudi issuers considering similar actions in 2025–26:

• Coordinate early with advisers to ensure that Board and shareholder approvals, announcements and prospectuses align with CMA expectations.

• Ensure Share Capital, EPS and equity movement notes in the financial statements provide clear reconciliations and explanatory narrative for bonus issues.

• Align the Corporate Actions and Shareholder Information sections of the Annual Report with the regulatory documentation, avoiding discrepancies in dates, ratios or rationales.

2) Ongoing enforcement and governance agenda

CMA announcements over recent months also reflect ongoing fines for breaches of continuing obligations and a consultation on enhancing governance of procedures for removing Board members and regulating profit distribution, although the consultation was opened earlier in November. (cma.org.sa)

Issuers should treat this as a reminder that:

• timely, accurate announcements and adherence to the Rules on the Offer of Securities and Continuing Obligations remain under close scrutiny;

• Board evaluation, removal processes and dividend policies may face evolving expectations and should be described in the Governance Report with adequate detail.