SEBI/HO/CFD/CFD -PoD -2/P/CIR/2025/93 — THE SECURITIES AND EXCHANGE BOARD OF INDIA ACT, 1992

CIRCULAR SEBI/HO/CFD/CFD -PoD -2/P/CIR/2025/93 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: Industry Standards on " Minimum information to be provided to the Audit Committee and Shareholders for approval of Related Party Transactions " Regulation 23(2), (3) and (4) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("LODR Regulations") require related party transactions ("RPTs") to be approved by the audit committee and by the shareholders, if material. Part A and Part B of Section III-B of SEBI Master Circular dated November 11, 2024 1 ("Master Circular") specify the information to be placed before the audit committee and shareholders, respectively, for consideration of RPTs. Accordingly, Industry Standards Forum ("ISF") comprising of representatives from three industry associations, viz. ASSOCHAM, CII and FICCI, under the aegis of the Stock Exchanges, in consultation with SEBI, formulated the Industry Standards on "Minimum information to be provided for review of the audit committee and shareholders for approval of a related party transaction" ("Industry Standards"). SEBI vide Circular dated February 14, 2025 (link) ("the Circular") required listed entities to follow aforesaid Industry Standards with effect from April 01, 2025 . The objective of these Industry Standards is to provide a standard format for minimum information to be provided to the Audit Committee and Shareholders (as applicable) for approval of RPTs. 1 Master circular for compliance with the provisions of the Securities and Exchange Board of India (Listing Obligations and Dis