Aligning UK Listing Rule disclosures with the UK Sustainability Reporting Standards
Overview
On 30 September 2026, the Financial Conduct Authority (“FCA”) published Policy Statement PS26/19, setting out final rules for sustainability-related disclosures by UK-listed companies. This follows on from the FCA’s consultation in February, on which we previously reported (FCA consultation on sustainability disclosures for listed companies). The rules aim to improve the consistency, comparability and decision-usefulness of climate and sustainability information for investors, while maintaining alignment with international frameworks.
In conjunction with the publication of Policy Statement PS26/19, the FCA has also published Primary Market Bulletin 66 (“PMB 66”), which includes, amongst other things, a proposed new Technical Note (TN 803.1) which provides guidance on the drafting of, and information and level of detail to be included in, sustainability-related disclosures as well as some practical guidance designed to assist issuers to prepare for the implementation of the new rules. A consultation on the new Technical Note (TN 803.1) closes on 28 October 2026.
The new rules (revised versions of UK Listing Rule (“UKLR”) 6 (commercial companies), UKLR 14 (international commercial companies – secondary listing), UKLR 15 (depositary receipts), UKLR 16 (non-equity and non-voting equity shares) and UKLR 22 (transition)) (the “New Rules”) replace the FCA’s existing disclosure framework (which is aligned with the Task Force on Climate-related Financial Disclosures (“TCFD”)) and adopt a ‘comply or explain’ approach based on the UK Sustainability Reporting Standards (“UK SRS”). The UK SRS is the UK-endorsed version of the International Sustainability Standards Board (“ISSB”) Standards.
The New Rules apply to accounting periods beginning on or after 1 January 2027, with first reporting expected in 2028.
What are the key rules?
The New Rules require in-scope listed companies (i.e. not closed-ended investment funds subject to UKLR 11, shell companies subject to UKLR 13 or debt and debt-like securities subject to UKLR 17) to report against UK SRS S1 (general sustainability-related disclosures) and UK SRS S2 (climate-related disclosures) on a “comply or explain” basis. However, the requirements vary depending on the listing category.
Broadly, a company with a listing in any of the equity shares (commercial companies) (UKLR 6), equity shares (transition) (UKLR 22) or non-equity shares and non-voting equity shares (UKLR 16) categories must, amongst other things, in its annual financial reports:
- make climate-related financial disclosures in accordance with UK SRS S2 or, if it does not make such disclosures (or makes them in part only), provide a summary of the requirements not met, the reasons for not making them and details of any steps being taken or which it plans to take to enable it to make those disclosures in the future;
- make broader sustainability-related financial disclosures in accordance with UK SRS S1;
- disclose whether they have published a climate-related transition plan and, if so, where it can be found (i.e. where in its annual financial report or elsewhere). If no plan has been published, an explanation must be provided as to why it has not done so (the FCA is not requiring companies to produce transition plans - this is a transparency requirement only); and
- disclose whether they have obtained third-party assurance over any of their climate-related financial disclosures or sustainability-related financial disclosures and, if so, the name of the provider, the scope and level of assurance, the assurance standards used and where the assurance report can be found.
A company with a listing in any of the equity shares (international commercial companies secondary listing) (UKLR 14) or certificates representing certain securities (depositary receipts) (UKLR 15) categories must, amongst other things, in its annual financial reports:
- make climate-related financial disclosures in accordance with UK SRS S2 or, if it does not make such disclosures (or makes them in part only), provide a summary of the requirements not met, the reasons for not making them and details of any steps being taken or which it plans to take to enable it to make those disclosures in the future;
- make broader sustainability-related financial disclosures in accordance with UK SRS S1; and
- disclose whether they have obtained third-party assurance over any of their climate-related financial disclosures or sustainability-related financial disclosures and, if so, provide details of the provider, scope, level and assurance standards used and where the assurance report can be found.
The transition plan disclosure requirement does not apply to these categories.
The New Rules do not apply to closed-ended investment funds, open-ended investment companies, shell companies, or issuers of debt securities. For investment funds, the FCA considers that disclosure requirements are better placed on asset managers rather than the listed funds themselves - asset managers remain subject to requirements under the ESG Sourcebook, which is being updated to enable cross-referencing to UK SRS disclosures.
What has changed from the consultation?
The FCA has made two significant changes from its consultation proposals:
Comply or explain across all UK SRS: The consultation proposed mandatory application of UK SRS S2 (climate disclosures), with comply or explain only for S1 and Scope 3 emissions. The final rules adopt comply or explain uniformly across all UK SRS components, which the FCA considers will be simpler for companies to follow and more proportionate for smaller issuers.
Secondary listings and depositary receipts: The consultation proposed that these issuers would only need to disclose the climate and sustainability standards applying in their home jurisdiction. The final rules instead require them to report against UK SRS on a comply or explain basis, aligning them with domestic listed issuers. This change responds to feedback that consistency between UK and international issuers would improve comparability for investors and create a more level playing field.
Transitional reliefs
Recognising the scale of the transition, the FCA has introduced phased implementation measures, including:
- One-year transitional relief for Scope 3 emissions disclosures.
- Two-year transitional relief for broader sustainability disclosures under UK SRS S1.
Supervisory approach
The FCA intends to publish guidance on its supervisory approach in H2 2027, ahead of the first reporting season, and will organise activities to support companies and investors in understanding the new requirements.
Next steps and recommended actions
In-scope listed companies should consider taking the following steps:
- Conduct a gap analysis comparing existing TCFD-aligned reporting against the requirements of UK SRS S1 and S2, identifying where current disclosures fall short.
- Determine comply or explain strategy - identify areas where reliance may initially be placed on the explain mechanism and develop plans to address reporting gaps over time.
- Assess operational readiness - review governance structures, internal controls, data collection processes and reporting systems to ensure UK SRS disclosures can be supported.
- Review transition plan and assurance disclosures - ensure transparency requirements can be met, including whether to obtain voluntary assurance.
- Plan for transitional relief expiry - the one-year Scope 3 relief and two-year UK SRS S1 relief provide breathing room, but companies should begin preparing now for full compliance.
- Consider responding to the FCA’s consultation on Technical Note 803.1 (deadline 28 October 2026) - this is an opportunity to influence the guidance that will shape how the comply or explain approach is applied in practice.
The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.
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