Related party transactions – Minimum information for review

Introduction

The Securities and Exchange Board of India (SEBI) (Listing Obligations and Disclosure Requirements) Regulations, 2015 (LODR Regulations) requires Related Party Transactions (RPTs) to be approved by

the Audit Committee and,

where applicable, by the shareholders.

The (SEBI) issued a Master Circular on 11 November 2024, providing broad requirements on the information to be placed before the Audit Committee and shareholders for approval of RPTs under Section III-B of the said SEBI Circular. However, no specific format for such information was provided.

New development

To facilitate a uniform approach and assist listed entities in complying with these requirements, SEBI issued a circular on 14 February 2025, specifying that listed entities should comply with the Industry Standards on ‘Minimum information to be provided for Review of the Audit Committee and Shareholders for approval of an RPT’ (RPT Industry Standards). The RPT Industry Standards have been formulated by the Industry Standards Forum (ISF), comprising representatives from three industry associations: Associated Chambers of Commerce and Industry of India (ASSOCHAM), Confederation of Indian Industry (CII), and Federation of Indian Chambers of Commerce and Industry (FICCI) in consultation with SEBI. This issue of First Notes aims to provide an overview of the Industry Standards issued for minimum requirements for the approval of RPTs.

The RPT Industry Standards will be applicable effective 1 July 2025.