Minimum information to be provided to the Audit Committee and Shareholders for approval of Related Party Transactions

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....urities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 by listed entities] ("Master Circular") and SEBI Circular no. SEBI/HO/CFD/CFD-PoD-2/P/CIR/2025/93 dated June 26, 2025 (link), required listed entities to follow "Minimum information to be provided to the Audit Committee and Shareholders for approval of Related Party Transactions" ("RPT Industry Standards"), formulated by Industry Standards Forum ("ISF"). 2. ISF has submitted a representation to the SEBI, requesting relaxation from the applicability of the RPT Industry Standards. 3. The representation received from ISF was discussed with the Advisory Committee on Listing Obligations and Disclosures ("ACLOD") of SEBI. Pursuant to the reco....

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....ity or Rupees Ten Crore, whichever is lower, the listed entity shall provide 'Minimum information to the Audit Committee for approval of Related Party Transactions' specified in Annexure-13A of this circular. Provided further that the above requirements, shall not be applicable to transaction(s) with a related party to be entered into individually or taken together with previous transactions during a financial year (including which are approved by way of ratification) which does not exceed Rs. One Crore." 5.2 Paragraph 6 under Part B of Section III-B of the Master Circular shall stand substituted by the following paragraph: "The notice being sent to the shareholders seeking approval for any RPT shall, in addition to the requirements un....

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....e Master Circular read with Regulation 23(2), (3) and (4) of LODR Regulations. 8. This circular shall come into effect immediately. 9. The Stock Exchanges are advised to bring the contents of this Circular to the notice of their listed entities. 10. This Circular is issued in exercise of the powers conferred under Section 11(1) and 11A of the Securities and Exchange Board of India Act, 1992 read with regulation 101 of LODR Regulations. 11. This Circular is available on SEBI website at www.sebi.gov.in under the category: 'Legal → Circulars'. Yours faithfully, Vimal Bhatter Deputy General Manager Corporation Finance Department Tel. No.: +91- 22-40459386 Email id: [email protected]   Annexure-13A (A) Minimum information....

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....luding covenants, tenure, interest rate and repayment schedule, whether secured or unsecured; if secured, the nature of security; and iv. the purpose for which the funds will be utilized by the ultimate beneficiary of such funds pursuant to the RPT. g. Justification as to why the RPT is in the interest of the listed entity; h. A copy of the valuation or other external party report, if any such report has been relied upon; i. Percentage of the counter-party's annual consolidated turnover that is represented by the value of the proposed RPT on a voluntary basis; j. Any other information that may be relevant. (B) Minimum information to the Shareholders for approval of Related Party Transactions: The notice being sent to the shareho....