SEBI/HO/CFD/CFD -PoD -2/P/CIR/2025/18

CIRCULAR SEBI/HO/CFD/CFD -PoD -2/P/CIR/2025/18 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 for review of the audit committee and shareholders for approval of a related party transaction " 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. In order to facilitate uniform approach and assist listed entities in complying with the above mentioned requirements , the Industry Standards Forum ("ISF") comprising of representatives from three industry associations, viz. ASSOCHAM, CII and FICCI, under the aegis of the Stock Exchanges, has formulated industry standards, in consultation with SEBI, for minimum information to be provided for review of the audit committee and shareholders for approval of RPTs . The industry associations which are part of ISF (ASSOCHAM , FICCI, and CII) and the stock exchanges shall publish the industry standards on their websites . The listed entities shall follow the aforesaid industry standards to ensure compliance with Part A and Part B of Section III-B of the Master Circular read with Regulation 23(2), (3) and (4) of LODR Regulations . 1 Master Circular for compliance with

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