IR & AR WEEKLY ALERTS : ISSUE 112

IR & AR WEEKLY ALERTS — ISSUE 112

Date: 28 December 2025
Coverage window: 21 December 2025 to 28 December 2025
Jurisdictions: United Kingdom, India, United Arab Emirates (Dubai and Federal), Qatar, Saudi Arabia

Why this matters

This week’s items cluster around one operational reality and two structural disclosure pressures that will surface immediately in FY2025–26 reporting and IR execution.

First, transaction timetables and market-facing sequencing risk increases over the year-end period in the UK because FCA primary market turnaround expectations are suspended over the Christmas and New Year window. Even where the substance of a transaction is unchanged, the sequencing of Board approvals, prospectus submissions, market notices and investor communications must be re-planned around regulator capacity and published holiday processing constraints. The practical consequence is that “execution risk” becomes a disclosure and governance issue, not merely a project-management inconvenience. (FCA)

Second, in India, shareholder servicing is becoming more rules-driven and auditable, with SEBI pushing further standardisation into demat-era processes that investors experience directly. Circulars on duplicate security certificates and BSDA are not cosmetic. They tighten documentation expectations, thresholds, and operational logic that sits with RTAs and depositories but is ultimately overseen by issuers through controls, grievance governance, and disclosure posture. This will affect how companies explain investor protection, service levels, and operational controls in Governance Reports and stakeholder sections of Annual Reports. (Securities and Exchange Board of India)

Third, in the GCC, two parallel pressures are visible. In Saudi Arabia, the corporate actions pipeline and capital-market approvals remain active, reinforcing expectations around diligence, offer validity periods, and investor eligibility framing. In the UAE, tax governance is heading into a hard effective-date boundary (1 January 2026), which can change risk language, control narratives, and (where material) sensitivities in notes and MD&A for groups with UAE exposure. (cma.gov.sa)

A. United Kingdom

FCA year-end processing constraints are now live for issuers

What happened and why it matters

The FCA has reiterated that standard turnaround times for primary market work are suspended between 22 December 2025 and 2 January 2026 (inclusive), and that it is unlikely to expedite turnaround times around the implementation of new rules in December 2025 and January 2026. This is now an active execution constraint rather than a forward planning note. (FCA)

For issuers, the risk is not regulatory change per se, but timing slippage that can create secondary disclosure and governance effects, such as:

prospectus and approval sequencing moving relative to market conditions
greater sensitivity around inside information containment due to longer transaction windows
investor communication calendars slipping into quieter liquidity periods or holiday-shortened trading days

IR actions (implementable immediately)

Re-validate your transaction critical path (board approvals, sponsor/legal sign-offs, submissions, investor education, announcement windows) against the FCA’s holiday period constraints. (FCA)
Strengthen inside information controls where deal windows lengthen: re-confirm insider list accuracy, tighten access, and re-brief deal teams on escalation triggers for potential leaks. (This is a governance discipline response to longer timelines rather than a new rule.)
Add a timetable caveat to deal communications (where appropriate): ensure investor FAQs and internal scripts acknowledge potential regulator processing constraints during the holiday window. (FCA)

What to change in FY2025–26 drafts

In Governance or Risk sections that describe capital actions capability, insert a short line acknowledging that regulatory processing windows and market calendar effects can influence execution timelines and therefore form part of treasury and transaction risk management. (FCA)

B. India

Publication date: 24 December 2025 (Securities and Exchange Board of India)

SEBI standardises and simplifies duplicate security certificate issuance processes

What happened and why it matters

SEBI issued a circular on standardisation and simplification of the process of issuance of duplicate security certificates. While “duplicate certificate” language sounds operational, the reporting implication is governance-led: it affects investor protection controls, documentation discipline, and how quickly and safely investor claims can be resolved, especially where dispute and fraud risks exist. (Securities and Exchange Board of India)

For CFOs, IROs and Company Secretaries, this matters because investor servicing is increasingly judged not only on turnaround time, but also on process defensibility. If an investor dispute escalates, the issuer’s oversight over RTA processes and its disclosure posture on investor protection becomes relevant.

IR actions (implementable immediately)

Ask your RTA for a one-page SOP confirmation against the new SEBI circular: documents required, thresholds, approvals, exception handling, and audit trail retention. (Securities and Exchange Board of India)
Update your investor grievance playbook: ensure the escalation path (RTA to issuer to SCORES) references the standardised approach, and that internal sign-offs are mapped to accountability. (Securities and Exchange Board of India)
If you publish investor servicing FAQs, add a short, plain-language FAQ explaining how duplicate certificate requests are handled post-circular, and which documentation is typically expected.

What to change in FY2025–26 drafts

In the “Stakeholders” or “Governance” narrative: strengthen the investor protection paragraph to reference standardised, regulator-aligned servicing processes and the issuer’s oversight of RTAs as part of internal controls (without over-claiming performance). (Securities and Exchange Board of India)

SEBI enhances the Basic Services Demat Account (BSDA) facility

Publication date: 24 December 2025 (Securities and Exchange Board of India)

What happened and why it matters

SEBI issued a circular on enhancing the facility for Basic Services Demat Account (BSDA). BSDA is directly connected to retail investor access and cost-to-serve. Changes here typically cascade into how depositories/RTAs classify accounts and apply service constructs, which can affect issuer-facing servicing flows and investor experience. (Securities and Exchange Board of India)

For annual report drafting, BSDA-related changes are increasingly relevant to any issuer that positions itself on investor inclusivity, retail participation, and digital access.

IR actions (implementable immediately)

Request from your RTA/depository liaison a classification logic note for BSDA after the circular, including operational cut-over dates, exceptions, and how re-assessment is handled. (Securities and Exchange Board of India)
Align your website disclosures: if you publish “Shareholding and Demat” or “Investor Services” guidance, ensure content is not inconsistent with the enhanced BSDA framework.
For issuers actively engaging retail investors, include BSDA implications in your next internal “IR controls” meeting, because it can affect the volume and nature of investor queries.

What to change in FY2025–26 drafts

In stakeholder access or investor inclusion narratives, avoid generic claims and instead describe mechanisms: “demat servicing structures that support retail access” with an emphasis on governance and process (not marketing language). (Securities and Exchange Board of India)

C. United Arab Emirates Dubai

UAE Ministry of Finance publishes year-end tax governance updates ahead of 1 January 2026

What happened and why it matters

The UAE Ministry of Finance has published updates relating to amending the implementing regulation of the excise tax law, with the change framed around an effective date of 1 January 2026. For groups with UAE exposure, this is a near-term compliance boundary that can affect controls language, risk factors, and (where material) tax note disclosures.

Separately, MoF has published clarification on the VAT registration threshold for reverse charge movement, which is operational but can be material where groups manage cross-border flows and reverse charge obligations.

IR actions (implementable immediately)

For UAE-linked issuers or groups, require a short written confirmation from finance/tax on whether the 1 January 2026 effective-date changes alter processes, exposures, or compliance responsibilities.
Ensure the risk register and tax governance disclosures (including internal controls descriptions) are consistent with the updated guidance and clarifications.
If you communicate on “regulatory compliance posture” to lenders or investors, ensure you do not inadvertently contradict the updated MoF guidance.

What to change in FY2025–26 drafts

In the tax risk section, insert an effective-date anchored statement for material UAE items, rather than vague phrasing, and tie it to control readiness and monitoring.

D. Qatar

No in-window primary-market publications identified in this cut-off period

In the 21 December 2025 to 28 December 2025 window, no new regulator releases with clear publication dates were identified from Qatar’s primary market authorities in the sources captured for this issue.

Carry-forward watchlist for FY2025–26 drafting

AML and financial crime controls remain an increasingly reportable governance topic across GCC markets. Qatar’s AML law framework remains relevant for risk language and internal control narratives where operations are in scope. (QFCra)
For QFC-based entities, corporate sustainability reporting baselines should remain mapped to group reporting plans where applicable. (QFCra)

IR actions

If Qatar is a material operating geography, ensure FY2025–26 governance language on AML/CFT controls is not generic and is supported by process evidence (training, monitoring, escalation and Board oversight). (QFCra)

E. Saudi Arabia

CMA approves a capital increase via bonus shares for Knowledge Net Company

Publication date: 22 December 2025 (cma.gov.sa)

What happened and why it matters

The CMA approved Knowledge Net Company’s request to increase capital from SAR 35.0 million to SAR 52.5 million through issuing 1 bonus share for every 2 existing shares, funded by transferring SAR 17.5 million from retained earnings, with an EGA to be held within six months. (cma.gov.sa)

For issuers, this is a useful corporate-actions benchmark: it highlights regulator expectations around record-date mechanics (shareholders registered at the depository by a defined cut-off), clarity of funding source for capitalisation, and the discipline of linking approvals to specific timelines.

IR actions (implementable immediately)

When planning capital actions, tighten record-date language and shareholder eligibility phrasing in investor communications and exchange submissions. (cma.gov.sa)
Ensure Board papers explicitly tie: purpose of capital action, source of funding (where relevant), timetable, and disclosure sequencing.
Strengthen investor FAQs for corporate actions to include “who is eligible”, “how the record date works”, and “how the timeline is controlled”.

What to change in FY2025–26 drafts

In capital management narratives, add process specificity: how the Board oversees timetables and disclosure sequencing for corporate actions (rather than only stating outcomes). (cma.gov.sa)

CMA approves Nomu offering for Hamad M. Aldrees and Partners Co. for Industry and Mining

Publication date: 23 December 2025 (cma.gov.sa)

What happened and why it matters

CMA approved the registration and offering of 1,220,000 shares (20%) in the Parallel Market, with the offer confined to Qualified Investors, and noted the prospectus will be published prior to the offering, with approval validity of six months. (cma.gov.sa)

For issuers and advisers, this reinforces diligence expectations, investor eligibility framing, and the importance of validity periods as a governance tool for keeping transactions time-bounded.

IR actions (implementable immediately)

Ensure offering-related investor content includes: eligibility scope, diligence expectations, and validity/timetable boundaries. (cma.gov.sa)
Treat the “validity period” concept as a governance control: ensure internal approvals and mandates have explicit time limits and re-approval triggers.

What to change in FY2025–26 drafts

Where the issuer discusses capital access strategy, include the role of governance controls in offering readiness (eligibility, diligence, time-bounding, and disclosure discipline). (cma.gov.sa)