SEBI Revises RPT Disclosure Norms for Listed Firms from Sept 2025

Circular No. SEBI/HO/CFD/CFD-PoD-2/P/CIR/2025/93, Dated: 26.06.2025

The Securities and Exchange Board of India (SEBI) has issued revised Industry Standards detailing the minimum information that must be furnished to the Audit Committee and shareholders when seeking their approval for Related Party Transactions (RPTs).

1. Mandatory Disclosures to Audit Committee

With effect from September 1, 2025, all listed entities are required to furnish comprehensive information to the Audit Committee as specified in the revised Industry Standards when placing a proposal for the review and approval of an RPT.

This measure aims to:

• Ensure informed decision-making by the Audit Committee
• Promote greater transparency and accountability in governance
• Align approval processes with uniform standards across listed companies

2. Enhanced Disclosures in Shareholder Notices

In cases where shareholder approval is required for an RPT, the notice sent to shareholders must also include detailed disclosures in line with the revised Industry Standards.

Such disclosures are expected to cover:

• Nature and rationale of the transaction
• Terms and conditions, including pricing and payment terms
• Identity and relationship of the related party
• Any other relevant financial or strategic impact

This empowers shareholders to make better-informed voting decisions and enhances trust in corporate actions involving related parties.

3. Effective Date and Compliance Requirements

• Effective Date – The revised Industry Standards will be applicable from September 1, 2025.
• Applicability – All listed entities must comply with the revised disclosure norms while:

1. 1. Placing RPTs before the Audit Committee for approval
   2. Seeking shareholder approval for RPTs through postal ballot or general meetings

4. Objective of the Revised Norms

The revised standards are part of SEBI’s continued efforts to:

• Strengthen corporate governance practices
• Standardise RPT-related disclosures
• Minimise information asymmetry for key stakeholders

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