SEBI/HO/CFD/CFD -PoD -2/P/CIR/2025/135 — THE SECURITIES AND EXCHANGE BOARD OF INDIA ACT, 1992

CIRCULAR SEBI/HO/CFD/CFD -PoD -2/P/CIR/2025/135 To, All listed entities All the recognized Stock Exchanges The Associated Chambers of Commerce and Industry of India (ASSOCHAM) Federation of Indian Chambers of Commerce and Industry (FICCI) Confederation of Indian Industry (CII) Dear Sir/Madam, Sub: Minimum information to be provided to the Audit Committee and Shareholders for approval of Related Party Transactions SEBI Master Circular dated November 11, 2024 1 ("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") . ISF has submitted a representation to the SEBI, requesting relaxation from the applicability of the RPT Industry Standards. The representation received from ISF was discussed with the Advisory Committee on Listing Obligations and Disclosures ("ACLOD") of SEBI. Pursuant to the recommendations of the ACLOD, a Consultation Paper dated August 04, 2025 was issued, seeking feedback from public . SEBI Board in its 211th meeting held on September 12, 2025 has approved the proposal for relaxation in minimum information to be provided to the Audit Committee and shareholders for the approval of RPTs. Accordingly, with an objective of facilitating ease of doing business by the listed entities, Section III-B of the Master Circular read with Para 7 of the SEBI Circular dated June 26, 2025 shall be modified as under: 1 Master circular for compliance with the provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 by listed entit