6.03 Directors' Report slips: two Listing Rule references mislabelled, a shareholder's percentage and name not as notified, and a stale sentence on [former subsidiary]
UK Company B · a UK-listed technology and logistics group · Drafting slip
In brief
Four drafting slips, none affecting an audited figure. The Listing Rules table labels directors' interests and [wording masked] as UK Listing Rule 6.6.1 items, which are 6.6.6R(1) and 6.6.6R(3) items. The significant shareholders table gives [company]'s [date] holding as [n]% where its notification gave [n]%, and shortens The [place] & [place] [company] to '[place] and [place]'. The Corporate Governance Statement still says [former subsidiary] is a joint venture whose reporting is 'consolidated into the Group', although it was deconsolidated in [date].
The evidence, as filed
Screenshot withheld to protect the company’s identity: Annual Report 2025, page 159; Annual Report 2024, page 150; Annual Report 2025, page 162; Annual Report 2025, page 169; Annual Report 2025, page 183. Their wording or layout could lead back to the company even with names and figures masked; the evidence list below records what each page shows.
What the report shows, and what the rule requires
| What the annual report shows | What the rule requires |
|---|---|
| What the annual report shows p.159: 'UKLR 6.6.1 (1)' and 'UKLR 6.6.1 (3)' for directors' interests and going concern / viability; p.162: [company] [n] at [n]%; holder named '[place] and [place]'; p.169: [former subsidiary] called a joint venture whose information '[wording masked]' | What the rule requires UKLR 6.6.6R(1) and 6.6.6R(3); [name] [n]% (as notified, all through financial instruments); 'The [place] & [place] [company]' (as in the 2024 report); [former subsidiary] described as an associate accounted for using the equity method since [date] |
What we checked: Listing Rules table against UKLR 6.6.1R and 6.6.6R; shareholder table against each holding notification; Corporate Governance Statement against the [former subsidiary] deconsolidation note and the auditor's report
Why it matters
No figure in the accounts is affected; the slips weaken the reliability of a statutory report and of the Listing Rules cross-reference table.
Exposure
Drafting only.
Our workings
UKLR 6.6.1R(1) is the statement of interest capitalised and 6.6.1R(3) is long-term incentive schemes; directors' interests are UKLR 6.6.6R(1) and [wording masked] are UKLR 6.6.6R(3). The [name] notification of [date] gives a resulting position of [n]% ([n]% through shares and [n]% through financial instruments) for [n] voting rights; the table prints [n]%. The 2024 report named the holder 'The [place] & [place] [company]', as does its [date] notification. The financial statements say [former subsidiary] is accounted for as an associate from [date].
Management’s best defence, and our reply
The page references in the table are correct, so a reader finds the right content whatever the rule label, and [n]% is close to the notified figure. The [former subsidiary] sentence describes how information flows from [former subsidiary], which still happens. However, a Listing Rules cross-reference table exists to show which rule each item satisfies, the notified percentage is a fact that should be copied rather than rounded, and the [former subsidiary] description contradicts the accounts.
The fix
- Relabel the two rows UKLR 6.6.6R(1) and UKLR 6.6.6R(3); print [name] at [n]% (noting it is held through financial instruments); give the full name of The [place] & [place] [company]; reword the [former subsidiary] sentence to '[former subsidiary], an associate of the Group since [date], ... and the Group equity-accounts its share'.
Evidence relied on
| # | What it shows | Type | Where |
|---|---|---|---|
| 1 | Directors' interests and the going concern / viability statements are labelled as UKLR 6.6.1 items | Document | Annual Report 2025, page 159 |
| 2 | [name] [date] holding printed as [n]% | Document | Annual Report 2025, page 162 |
| 3 | [name] notification of [date]: [n]% in total, all through financial instruments | Document | |
| 4 | Holder's name shortened | Document | Annual Report 2025, page 162 |
| 5 | The 2024 report gave the holder's full name | Document | Annual Report 2024, page 150 |
| 6 | [former subsidiary] still called a joint venture whose information is consolidated | Document | Annual Report 2025, page 169 |
| 7 | Income statement footnote: [former subsidiary] is an equity-accounted associate since [date] | Document | Annual Report 2025, page 183 |
Prepared by Pramanex from the company’s published annual reports, without the company’s involvement, to show how an annual report review reads. The company is not named, and nothing on this page is a statement about any identifiable company. Observations are not an audit, review or other assurance engagement, and not legal advice. A regulator-style question is a question, not a conclusion.
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