CSA Proposes Amendments to Non-GAAP Disclosure Requirements in Response to IFRS 18

On November 13, 2025, the Canadian Securities Administrators (CSA) published proposed amendments to National Instrument 52-112 Non-GAAP and Other Financial Measures Disclosure (NI 52-112) and changes to related instruments and policies (collectively, the Proposed Amendments) for comment. The Proposed Amendments are intended to address the impact of the International Financial Reporting Standard 18 Presentation and Disclosure in Financial Statements (IFRS 18) on existing disclosure requirements under NI 52-112. IFRS 18 was recently issued by the International Accounting Standards Board (IASB) and is effective for annual periods beginning on or after January 1, 2027.

The comment period for the Proposed Amendments will end on February 11, 2026.

Background

NI 52-112, which came into force in 2021, sets out the disclosure requirements and associated guidance for non-GAAP (generally accepted accounting principles) financial measures and certain other specified financial measures disclosed by issuers. For the purposes of NI 52-112, a "non-GAAP financial measure" is a financial measure disclosed by an issuer which, among other things, is not disclosed in the financial statements of an entity.

IFRS 18 will introduce, among other things, new disclosure requirements for management-defined performance measures (MPMs). For the purposes of IFRS 18, MPMs are subtotals of income and expenses that are not specified by IFRS accounting standards and are used by an issuer in public communications outside of financial statements (including, for example, in Management Discussions & Analyses (MD&As), press releases and investor presentations) to communicate management’s view of the issuer’s financial performance.

Historically, MPMs have been treated as non-GAAP financial measures subject to NI 52-112 when disclosed outside of an issuer’s financial statements. Under IFRS 18, however, an issuer must disclose MPMs and certain related information in a dedicated note to the issuer’s financial statements. The presentation of MPMs in an issuer’s financial statements in compliance with IFRS 18 would result in such financial measures no longer constituting non-GAAP financial measures under NI 52-112. As a result, the CSA has introduced the Proposed Amendments to ensure that MPMs disclosed outside of an issuer’s financial statements remain subject to NI 52-112 following the effectiveness of IFRS 18.

The Proposed Amendments

The Proposed Amendments introduce definitional changes and new disclosure requirements that are intended to align NI 52-112 with IFRS 18, while minimizing duplicative disclosure and continuing to promote consistent and transparent disclosure relating to applicable financial measures, including the following:

• Continued Regulation of MPMs: The definition of “non-GAAP financial measure” would be expanded to include management-defined performance measures, ensuring that MPMs disclosed under IFRS 18 remain subject to NI 52-112 when presented outside of an issuer’s financial statements.
• Additional Subtotal Disclosure: Consistent with IFRS 18, the Proposed Amendments also introduce the term “additional subtotal,” which is a subtotal that is disclosed in the primary financial statements of an issuer that is neither an IFRS-defined financial measure nor a specified financial measure under NI 52-112. Consistent with the existing prominence requirements in NI 52-112, additional subtotals disclosed outside of an issuer’s financial statements would be required to be presented with no more prominence in the document than the most directly comparable financial measure disclosed in the issuer’s primary financial statements to which the subtotal relates that is not an MPM. This requirement is intended to align with the prominence requirements in IFRS 18, which similarly provide that any additional subtotals presented in the primary financial statements must not be presented with more prominence than the totals and subtotals required by IFRS to be disclosed in the primary financial statements.
• Incorporating Information by Reference: To reduce duplicative disclosure and improve consistency, the Proposed Amendments provide that issuers may incorporate certain required disclosures in respect of MPMs by reference to the notes in the issuer’s financial statements for the same reporting period.
• Codification of Exemptions: The Proposed Amendments would introduce an exemption for certain financial institutions to the requirements under NI 52-112 in respect of disclosure of specified financial measures that are required under guidelines or advisory guidance of the Office of the Superintendent of Financial Institutions (OSFI) or the Autorité des marchés financiers applicable to such financial institutions. This codifies relief provided under existing blanket orders and Rule 52-503 in Ontario and, as a result, all blanket orders of the Canadian Securities Administrators pertaining to NI 52-112 (other than B.C. Instrument 52-513, which will continue to apply) and OSC Rule 52-503 will be rescinded upon the adoption of the Proposed Amendments.
• Additional and Consolidated Commentary: The Proposed Amendments would also add commentary in Companion Policy 52-112 Non-GAAP and Other Financial Measures Disclosure that corresponds to the amended provisions in NI 52-112 or consolidates existing CSA commentary previously located in other publications or comment letters.

Timeline

• April 9, 2024: IFRS 18 issued by the IASB
• November 13, 2025: The CSA publishes the Proposed Amendments for comment
• February 11, 2026: Comment period for the Proposed Amendments scheduled to close
• Mid-2026 (Expected): The CSA is expected to finalize the amendments to NI 52-112 (as amended, Amended NI 52-112) following its review of stakeholder feedback on the Proposed Amendments
• January 1, 2027: IFRS 18 will become effective for the 2027 annual reporting period; Amended NI 52-112 is expected to be in force by this date to align with IFRS 18 requirements

Considerations for Issuers

Issuers are encouraged to take a proactive approach in preparing for and managing the transition to IFRS 18 and the Amended NI 52-112. Key practical considerations relating to this transition include the following.

• Review Existing Disclosure: Existing disclosure documents should be reviewed to identify all non-GAAP financial measures and other specified financial measures currently disclosed outside of the issuer’s financial statements. Financial measures identified should be assessed in terms of whether they will qualify as MPMs or additional subtotals for the purposes of IFRS 18 and the Amended NI 52-112.
• Evaluate Internal Processes and Controls: Internal reporting and disclosure processes and controls should be evaluated to ensure that proper systems are in place to identify and disclose non-GAAP financial measures and other specified financial measures in accordance with applicable requirements in IFRS and the Amended NI 52-112.
• Streamline Disclosure: Consideration should be given to opportunities to streamline disclosure in respect of specified financial measures by incorporating required disclosure by reference to notes to the issuer’s financial statements where permitted. Incorporating such information by reference can reduce duplication and improve consistency across disclosure documents.
• Communicate With Stakeholders: Issuers should be proactive in explaining changes in performance measures and disclosure practices as part of the transition to IFRS 18 and the Amended NI 52-112. Clear, consistent messaging will help maintain investor confidence during this transition.

Next Steps

The CSA is seeking written comments on the Proposed Amendments by February 11, 2026.

The CSA has noted that the IASB is considering whether to require certain disclosure in the notes to the financial statements regarding other financial measures beyond MPMs that have also historically been considered non-GAAP financial measures, such as certain cash-flow measures (for example, free cash flow). These potential future developments are not addressed in the Proposed Amendments, which focus narrowly on confirmed changes introduced by IFRS 18. The CSA will continue to monitor developments in this area and assess whether further amendments to NI 52-112 will be required.

For further information or assistance, please contact the authors or any other member of our Capital Markets group.