SEBI Tightens RPT Disclosure Norms; New Standards Effective from September 1

Mumbai, June 27, 2025 — The Securities and Exchange Board of India (SEBI) has notified revised Industry Standards on Minimum Information to be provided to Audit Committees and shareholders for the approval of Related Party Transactions (RPTs). The new disclosure norms will take effect on September 1, 2025, and apply to all listed entities. The move is part of SEBI’s ongoing efforts to enhance transparency and standardization in governance frameworks concerning RPTs.

Regulatory Update

SEBI issued circular SEBI/HO/CFD/CFD-PoD-2/P/CIR/2025/93 dated June 26, 2025, mandating listed companies to align their RPT disclosures with the revised Industry Standards developed by the Industry Standards Forum (ISF), a collective of ASSOCHAM, FICCI, and CII under the supervision of SEBI and the stock exchanges.

The revised norms will replace the earlier disclosure formats under Part A and Part B of Section III-B of the SEBI Master Circular dated November 11, 2024.

Summary of Key Amendments

Implementation Timeline

SEBI first issued a circular outlining industry standards on February 14, 2025, followed by a revised circular on March 21, 2025, which extended the compliance timeline. As per the latest update, the new regulations will come into full effect from September 1, 2025.

SEBI’s Revised Compliance Mandate

Effective September 1, 2025, all listed entities must:

1. Follow updated disclosure norms while placing RPT proposals before the Audit Committee and shareholders.
2. Refer to the revised Industry Standards, which will now form the baseline for minimum disclosures.
3. Disregard earlier circulars (Feb 14 and Mar 21, 2025), which stand superseded.

Further, stock exchanges and industry bodies are tasked with:

• Publishing the revised Industry Standards and FAQs on their respective websites.
• Collaborating with SEBI to address stakeholder queries.

Regulatory Framework

This directive has been issued under:

• Section 11(1) and 11A of the SEBI Act, 1992
• Regulation 101 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

Strategic Implications for Listed Entities

The adoption of these standardized formats is expected to:

• Bring uniformity across disclosures,
• Reduce ambiguity for audit committees and shareholders,
• And enhance investor confidence by making related party dealings more transparent and comparable.

Listed companies must now reassess their internal controls, board procedures, and shareholder communication strategies to comply with these enhanced standards.

About SEBI

The Securities and Exchange Board of India (SEBI) is the apex regulator of Indian securities markets. Established in 1992, SEBI is empowered to protect investor interests, regulate market intermediaries, and ensure the orderly development of capital markets in India.

REF: https://www.sebi.gov.in/legal/circulars/jun-2025/industry-standards-on-minimum-information-to-be-provided-to-the-audit-committee-and-shareholders-for-approval-of-related-party-transactions-_94809.html

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