Earlier, SEBI mandated listed entities to comply with the Industry Standards Forum (ISF) framework for providing “Minimum Information” to Audit Committees and Shareholders while seeking approval for Related Party Transactions (RPTs).

SEBI has amended Section III-B of the Master Circular as follows:

1. Audit Committee Approval (Part A, Paragraph 4 – substituted):
   • Audit Committees must be provided information as per the Industry Standards on “Minimum Information to be provided to the Audit Committee and Shareholders for approval of RPTs.”
   • Relaxation introduced:
     • If RPT(s), whether individually or cumulatively during a financial year (including ratified transactions), do not exceed 1% of the annual consolidated turnover or ₹10 Crore, whichever is lower, the listed entity shall provide only the information prescribed in Annexure-13A.
     • If such transaction(s) do not exceed ₹1 Crore in a financial year, even the Annexure-13A disclosure is not required.
2. Shareholder Approval (Part B, Paragraph 6 – substituted):
   • Notices to shareholders for RPT approval must contain details as per the Industry Standards in addition to those mandated under the Companies Act, 2013.
   • Relaxation introduced:
     • For transactions up to 1% of turnover or ₹10 Crore, whichever is lower, only the limited information under Annexure-13A needs to be disclosed.

Summary-
The amendment establishes a three-tier disclosure framework:

• Up to ₹1 Crore → Exempted from disclosure.
• Above ₹1 Crore but ≤ lower of (1% of turnover or ₹10 Crore) → Limited disclosure (Annexure-13A).
• Above lower of (1% of turnover or ₹10 Crore) → Full disclosure as per Industry Standards.

Please refer the previous update for your more information.

Separately, SEBI has also issued a Master Circular for issue and listing of Non-Convertible Securities, Securitised Debt Instruments, Security Receipts, Municipal Debt Securities, and Commercial Paper on October 15, 2025, which consolidates and rescinds previous circulars related to these instruments, providing a single reference for issuers and market intermediaries.