Note on revised Industry Standards pursuant to SEBI Circular No. SEBI/HO/CFD/CFD-POD-2/P/CIR/2025/135 dated October 13, 2025

Background

Initially, SEBI, vide a circular dated February 14, 2025, mandated listed entities to follow Industry Standards on "Minimum information to be provided for review of the audit committee and shareholders for approval of a related party transaction". SEBI received stakeholder feedback requesting an extension of this timeline. Consequently, a circular dated March 21, 2025, extended the effective date to July 1, 2025, and importantly, advised the Industry Standards Forum ("ISF") to consider stakeholder feedback for simplification of the Industry Standards. This paved the way for the significant revisions.

Changes introduced by the October 13, 2025, Circular (Revised Industry Standards)

The SEBI Master Circular dated November 11, 2024 ("Master Circular") and SEBI Circular no. SEBI/HO/CFD/CFD-POD-2/P/CIR/2025/93 dated June 26, 2025 mandated listed entities to comply with the RPT Industry Standards formulated by the Industry Standards Forum (ISF).

Following a representation from ISF seeking relaxation, SEBI issued a Consultation Paper on August 4, 2025, to gather public feedback. Based on this and recommendations from the Advisory Committee on Listing Obligations and Disclosures (ACLOD), SEBI's Board approved significant relaxations on September 12, 2025.

These changes, effective immediately, modify Section III-B of the Master Circular and related provisions, simplifying disclosure requirements and the approval process for Related Party Transactions (RPTs), especially for smaller transactions. These amendments and relaxations were brought through SEBI Circular no. SEBI/HO/CFD/CFD-POD-2/P/CIR/2025/135 dated October 13, 2025, which further eases compliance while maintaining appropriate regulatory oversight. This approach balances transparency with ease of doing business, fostering better operational efficiency for listed entities without compromising investor protection.

Comparison of Amendments

Particulars	SEBI Master Circular (Nov 11, 2024)	Consultation Paper (Aug 4, 2025)	SEBI Circular (Oct 13, 2025)
Small & Moderate RPT Limits	No separate categorization	Small RPTs: up to ₹1 crore exempt from disclosure. Moderate RPTs: >₹1 crore to lower of 1% of turnover or ₹10 crore – minimum disclosure. Big RPTs: >1% of turnover or ₹10 crore – full disclosure.	Approved by SEBI in Board Meeting dated Sep 12, 2025. Incorporated in this circular.
Information to Audit Committee	Detailed disclosures required	Minimum information specified under industry standards	Revised minimum disclosure requirement provided under the circular
Information to Shareholders	Detailed disclosures with strict timelines	Minimum information specified	Revised minimum disclosure requirement provided under the circular
Effective Date	Nov 11, 2024	Compliance expected from July 1, 2025	Effective immediately from Oct 13, 2025

Comparison with June 2025 Industry Standards

Aspect	June 2025 Standards	October 2025 Standards

Effective Date	September 1, 2025	October 13, 2025
Disclosure Format	Tiered Parts A, B, and C	Revised Annexure-13A format — separate minimum information for (A) Audit Committee and (B) Shareholders
Exemption Threshold	Transactions below ₹1 crore exempted	1. ≤ ₹1 crore → fully exempt2. ≤ 1% of annual turnover or ₹10 crore (lower) → Annexure-13A details only3. > threshold → full Industry Standard disclosure
Management Certification	CEO/MD/WTD/Manager & CFO	Same continued
Shareholder Access to Reports	Web-links & QR codes introduced	Same continued
Redaction of Commercial Secrets	Role of Audit Committee/Board clarified	Role of Audit Committee/Shareholders clarified
Look-back Period	Last FY and current year to preceding quarter	Transactions during a financial year, including ratified ones
Financial Performance of Related Parties	Immediately preceding FY	Same continued

Information to be provided before Audit Committee and Shareholders as per SEBI Circular dated 13th October 2025

Sr. No.	Information Aspect	To be provided to Audit Committee	To be provided to Shareholders
a	Type, material terms, and particulars	Type, material terms, and particulars of proposed transaction	Summary of information provided to Audit Committee
b	Name and relationship of related party	Name and nature of relationship	Justification for why transaction is in interest of listed entity
c	Tenure	Duration of proposed transaction	Details of loans/advances/investments if applicable
d	Value	Value of proposed transaction	Statement on valuation/external report availability
e	% of annual consolidated turnover	Percentage of turnover represented	Counter-party turnover % (voluntary)
f(i–iv)	Loan/ICD/Advance/Investment details	(i) Source of funds(ii) Indebtedness(iii) Terms – tenure, interest, repayment, security(iv) Purpose of funds use	Same if applicable
g	Justification	Why RPT is in interest of listed entity	Covered under point (b)
h	Valuation / External Report	Copy if relied upon	Availability via registered email
i	Counter-party turnover %	Voluntary disclosure	Same optional disclosure
j	Any other information	Any other relevant information	Any other relevant information

Practical Examples on Revised Industry Standard

Example 1: Small Transaction Below ₹1 Crore Exemption

Listed company with annual consolidated turnover: ₹3,000 crore.
Related party transactions during the year (cumulatively): ₹75 lakh.
Result: Since ₹75 lakh $< ₹1$ crore, no minimum information is required to be provided to the Audit Committee.

Example 2: Transaction Between ₹1 Crore and Disclosure Threshold

Company turnover: ₹75,000 crore.
Threshold calculation: 1% of turnover = ₹750 crore. The lower of 1% of turnover or ₹10 crore is ₹10 crore.
Related party transactions during the year (cumulatively): ₹6 crore.
Result: Since ₹6 crore is $>$ ₹1 crore but $<$ ₹10 crore, minimum information as per Annexure-13A must be provided to the Audit Committee for approval.

Example 3: Transaction Above Disclosure Threshold

Company turnover: ₹300 crore⁶⁹.
Threshold calculation: 1% of turnover = ₹3 crore. Since ₹3 crore $<$ ₹10 crore, the threshold is ₹3 crore.
Related party transactions during the year (cumulatively): ₹4 crore.
Result: Since ₹4 crore $>$ ₹3 crore threshold, full information as per Industry Standards must be submitted to both the Audit Committee and Shareholders for approval.

Our latest analysis on the revised industry standards for Related Party Transactions (RPT)