IR & AR WEEKLY ALERTS : ISSUE 108

UK-listed / London-traded issuers

Indian issuers with listed debt / REIT exposure / MF parents

UAE / DIFC financials and groups

Qatar and Saudi Arabia

1. FCA Primary Market Bulletin 60 and CP25/29 on the short-selling regime

What has happened

The FCA has published Primary Market Bulletin 60 alongside Consultation Paper CP25/29 on the UK’s new short-selling regime. This includes:

• A proposal to move from an “exempted shares list” to a “Reportable Shares List”, identifying which shares fall within the regime

• A framework for aggregated net short positions across different instruments related to the same underlying share

• Proposals for a longer notification deadline for net short positions and adjustments to existing exemptions and reporting mechanics (FCA)

Key materials are available on the FCA website, including Primary Market Bulletin 60.

Even though short-selling rules are aimed at investors, not issuers, they affect:

• How trading in your securities is interpreted by investors, analysts and the media

• Market surveillance and engagement with the FCA and exchanges, especially around periods of abnormal short interest

• The disclosure context in risk sections, including how you describe volatility, liquidity and market-abuse safeguards

• Ask your brokers and legal counsel to provide a short note on how your stock might feature in the Reportable Shares List once finalised.

• Prepare high-level internal talking points explaining the proposed regime to the Chair, CEO and Audit / Risk Committees, so they can respond coherently if queried by investors.

• Consider whether your MD&A and risk factor language around liquidity, volatility and market integrity should acknowledge the role of short positions and transparency rules in shaping trading behaviour.

2. FCA Handbook Notice 135 – equity transparency and Swiss access

What has happened

The FCA’s Handbook Notice 135 summarises several rule changes, including:

• Revisions to MiFID-related transparency rules for equity and related instruments

• Introduction of a new MAR 11A chapter and a dedicated Short Selling Sourcebook in connection with the evolving UK framework

• Implementation measures for the Berne Financial Services Agreement with Switzerland, which affects cross-border provision of investment services by UK and Swiss firms (FCA)

For most listed corporates, these changes will be mediated through your brokers and trading venues. However, they are relevant to:

• How your shares trade across different venues and systematic internalisers

• The narrative in your “Shareholder information” and “Listing and trading venues” sections

• Any UK–Swiss cross-border asset-management or investment-services activities within your group

• Ask your Company Secretary and legal advisers to confirm whether any Handbook Notice 135 changes alter your obligations as an issuer or trading venue user.

• If the group has cross-border wealth or asset-management businesses, ensure those teams are separately updating their clients and disclosures and that the Annual Report does not conflict with their messaging.

1. SEBI tightens the framework for Debenture Trustees and issuers

What has happened

SEBI has issued a cluster of circulars affecting Debenture Trustees (DTs) and issuers of listed debt, including:

• Modifications to Chapter IV of the Master Circular for Debenture Trustees (including the Recovery Expense Fund and related matters) (Securities and Exchange Board of India)

• A circular on “Timeline for submission of information by the issuer to the Debenture Trustee(s)”, setting clearer deadlines and formats for ongoing information flow (Securities and Exchange Board of India)

• A circular on permitted activities of DTs outside SEBI’s purview, clarifying how they may undertake non-SEBI regulated services without conflicts of interest (Securities and Exchange Board of India)

In parallel, BSE has made XBRL-based filing mandatory for Regulation 50 (prior intimation of Board meetings for debt) for entities that have listed non-convertible securities, using a common taxonomy and offline Excel utility on the Listing Centre. Submissions in non-XBRL formats may be treated as non-submission. (TaxGuru)

The combined effect is:

• More structured, time-bound oversight of covenants, security and event of default triggers

• Higher expectations of data quality and traceability in debt-related filings

• Greater scrutiny of how DTs manage conflicts and multi-service models

For issuers with sizeable bond or NCD programmes, this moves the bar from “checklist compliance” to continuous, data-driven monitoring.

• Map all your outstanding listed debt to relevant DT agreements and confirm that the issuer’s data-submission calendar is aligned with the new SEBI timelines.

• Ensure the Company Secretary / finance team is trained on BSE’s XBRL utility and that internal processes produce Reg. 50 data in a form that is easily transformed into XBRL.

• Consider adding a short explanatory paragraph in your “Debt profile” or “Capital management” section explaining how the company has strengthened information flows to DTs and exchanges in line with SEBI and BSE expectations.

2. SEBI reclassifies REIT units as “equity related instruments” for funds

What has happened

SEBI has issued a circular reclassifying listed REIT units as “equity related instruments” for the purposes of investment by mutual funds and certain other funds, with the stated objective of facilitating enhanced participation in REITs. (Securities and Exchange Board of India)

The change affects how REIT exposure is counted against scheme-level asset-allocation limits and may make it easier for equity and hybrid schemes to hold REIT units within their mandates.

Official text is available via SEBI’s circulars section on sebi.gov.in.

• For listed REITs, this potentially expands the investible universe of domestic funds, supporting liquidity, depth and index inclusion over time.

• For property groups sponsoring REITs, it strengthens the long-term case for raising capital through listed REIT vehicles.

• For mutual fund houses, it may require updates to scheme information documents (SIDs), marketing material and internal risk limits.

• REIT managements should prepare a short, data-driven slide explaining how the reclassification could affect ownership mix (subject to flows actually materialising) and include it in analyst decks.

• Property Groups with private rental / commercial portfolios should reassess their medium-term REIT strategy and how this regulatory move might support future monetisation.

• Mutual fund groups should align prospectus wording and scheme communications with the revised classification and clearly explain, in investor-facing materials, how REIT exposure will be managed.

3. Additional MF distributor incentives for B-30 cities and women investors

What has happened

SEBI has updated the incentive structure for mutual fund distributors, allowing additional incentives for onboarding new individual investors from B-30 cities and women investors, subject to conditions and disclosure requirements. (TaxTMI)

The move is intended to deepen retail participation in mutual funds in under-penetrated geographies and among under-represented demographics.

While this primarily affects mutual fund manufacturers and distributors, it has indirect implications for:

• Listed AMCs and financial conglomerates, whose growth narratives often rely on expanding retail penetration

• Companies whose shares are heavily owned via domestic MF schemes, as changes in retail flows can influence trading patterns and investor-relations messaging

• The “Financial inclusion” and “Investor education” subsections of ESG and Business Responsibility disclosures

• For listed AMCs, ensure that the next earnings presentation addresses how the organisation plans to utilise these incentives responsibly, including any controls to prevent mis-selling.

• For other issuers, IR may wish to monitor MF flow data by category and, where relevant, reference shifts in domestic retail participation in the shareholder-information section.

• Sustainability / BRSR teams can reference the policy in the context of the broader ecosystem for financial inclusion, without overstating the issuer’s direct role.

1. DFSA thematic review on CPD for MLROs and senior managers

What has happened

The Dubai Financial Services Authority (DFSA) has published a thematic review focused on Continuing Professional Development (CPD) for Money Laundering Reporting Officers (MLROs) and senior managers in DIFC-regulated firms. The review highlights: (dfsa.ae)

• Inconsistent approaches to documenting and evidencing AML-related CPD

• Weak linkage between identified AML / CFT risks and training content

• Expectations for Boards and senior management to actively oversee competence in this area

For listed financial institutions and groups with DIFC entities, this is not merely a compliance topic; it connects directly to:

• The “Tone from the top” narrative in Governance and Risk sections

• Disclosures around compliance culture, AML frameworks and staff training

• How regulators assess the effectiveness (not just existence) of AML programmes

• Ask the Group Chief Compliance Officer and DIFC MLRO whether gaps identified by DFSA are relevant to your firm and what remedial actions are planned.

• In the next Governance Report, consider adding one or two sentences specifying how Board-level oversight of AML competence and training operates, with reference to CPD expectations for MLROs and senior management.

• Ensure any local DFSA-related findings are consistent with your global messaging on compliance culture and conduct risk.

2. UAE MoF commitment to implement CRS 2.0 from 2027

What has happened

The UAE Ministry of Finance (MoF) has formally announced the country’s commitment to implement the updated OECD Common Reporting Standard (CRS 2.0), with: (وزارة المالية – الإمارات العربية المتحدة)

• CRS 2.0 effective 1 January 2027

• First exchanges of financial account information under CRS 2.0 from 2028

• Expansion of the regime to cover, among other things, certain digital-asset and e-money arrangements

The MoF announcement is on mof.gov.ae, and has been analysed in multiple tax alerts (PwC, KPMG and others).

Although this is not an immediate 2025–26 reporting requirement, it is strategically important for:

• Banks, wealth managers, exchanges and fintech platforms operating in or from the UAE

• Groups with cross-border HNWI or corporate client bases, where CRS-driven transparency can influence client behaviours and product design

• Future disclosures about data governance, privacy, and tax-transparency obligations

• Ask tax and legal teams to prepare a short internal note explaining how CRS 2.0 might affect your group’s products, systems and data-governance frameworks from 2027 onwards.

• Ensure your forward-looking risk disclosures acknowledge that evolving global tax-transparency frameworks (including CRS 2.0 and CARF) are a structural trend for financial institutions operating in the UAE.

• For 2026–27 strategy decks, consider including CRS 2.0 in the regulatory roadmap slide for the Board.

What has happened

During the coverage window, Qatar Stock Exchange (QSE) communication has highlighted the listing of Ahli Bank bonds on the exchange, effective from Monday 24 November 2025, reinforcing QSE’s ongoing efforts to deepen its bond and sukuk market.(QE)

While an individual bond listing is not, by itself, a regulatory change, it signals:

• QSE’s intent to position itself as a platform not only for equities but also for corporate and financial-institution debt

• A gradual institutionalisation of fixed-income investor relations expectations, closer to what equity issuers already experience

• The potential for more structured disclosure, rating-agency engagement and investor outreach around Qatari debt programmes

• For Qatari banks and corporates already listed, consider whether your Annual Report adequately covers your debt-investor base, maturity profile and covenants, in anticipation of greater scrutiny.

• For potential issuers, recognise that QSE’s bond-market activity implies a higher future bar for documentation, ongoing disclosures, and investor engagement compared with bilateral funding.

1. CMA opens the Nomu Parallel Market to new categories of investors

What has happened

The Saudi Capital Market Authority (CMA) has announced Board approval to open the Nomu Parallel Market to new categories of investors, notably individuals holding a bachelor’s degree in specified securities-related disciplines, as part of a broader package of facilitations. (Arab News)

The decision aims to:

• Expand the investor base in Nomu, the Saudi Parallel Market

• Enhance liquidity and trading volumes

• Support the capital-raising ecosystem for smaller and growth-stage issuers

Official details are accessible via the CMA’s announcements page at cma.gov.sa.

For current and prospective Nomu issuers, this implies:

• A potentially larger and more diverse investor base, including better-qualified individual investors

• Increased expectations for disclosure quality and IR responsiveness, as more investors engage directly with Nomu-listed names

• Gradual convergence of Nomu communication standards toward those of the Main Market, even if formal rules remain differentiated

• Nomu issuers should revisit their equity story and disclosure practices, ensuring that quarterly presentations, websites and Arabic/English materials are ready for a broader investor audience.

• Potential Main Market candidates using Nomu as a stepping stone should consider how the new access rules affect their timeline and strategy for migration.

• Larger groups with Nomu subsidiaries should explain, in the group Annual Report, how Nomu fits within their broader capital-markets strategy.

2. CMA facilitates class actions against Maena Investment and 2060 Agricultural

What has happened

In an announcement dated 27 November 2025, the CMA reported that the Committee for the Resolution of Securities Disputes (CRSD) had approved requests to register two class actions filed by investors against: (cma.gov.sa)

• Maena Investment Company, and

• 2060 Agricultural Company

In both cases, investors alleged that the companies offered shares for subscription without complying with the Rules on Offer of Securities and Continuing Obligations, including public advertising without proper regulatory approvals.

The CMA emphasised that:

• Investors who subscribed may apply to join the class actions within 90 days

• Protecting investors from fraud, deception and improper practices remains a core priority

• Class actions are an important tool to reduce litigation costs and facilitate compensation for affected investors

This is a concrete application of Saudi Arabia’s class-action framework in securities markets and underlines:

• The legal and reputational risks of non-compliant offerings, even outside traditional exchange channels

• The expectation that Boards and senior management own and oversee compliance with offering rules, including marketing communications and social-media use

• A rising standard for investor-protection disclosures in Governance and Risk sections

• Issuers should review their offering and capital-raising histories, including private placements and marketing, to ensure full compliance with CMA rules and that all relevant approvals and disclosures are properly documented.

• Consider including a concise statement in your Governance / Risk sections explaining how the Board oversees compliance with offering and marketing regulations, especially for any off-exchange or cross-border offerings.

• For groups with Saudi retail investor exposure, ensure your complaints-handling and investor-communication channels are clearly described and easy to access.