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SEBI, by way of a Circular dated October 13, 2025, has eased the minimum information that listed entities are required to provide their audit committee and shareholders for approval of Related Party Transactions ('RPTs'), by introducing materiality-based thresholds:
i. where value of an RPT, individually or together with previous transactions in a financial year (including transactions which are approved by way of ratification), does not exceed one per cent of the listed entity's annual consolidated turnover or INR 100 million (approx. USD 1.10 million) (whichever is lower), the Circular prescribes a truncated list of disclosures to the audit committee and shareholders. These include, inter alia, type of transaction, its material terms, name of the related party, tenure of the RPT, etc.;
ii. RPTs not exceeding INR 10 million (approx. USD 110,000), whether individually or together with previous transactions in a financial year (including transactions which are approved by way of ratification), are exempt from the disclosure requirements; and
iii. all other RPTs falling outside the above thresholds remain subject to the existing disclosure requirements.
This Circular came in effect from October 13, 2025.
Originally published 30 January 2026.
The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.
