SEBI Circular No. SEBI/HO/CFD/CFD-PoD-2/P/CIR/2025/135 (October 13, 2025)

Compliance Checklist & Disclosure Template for Related Party Transactions (RPTs)

Objective

To ensure compliance with SEBI Circular No. 135/2025, prescribing minimum and full information requirements for approval of Related Party Transactions (RPTs) under Regulation 23 of SEBI (LODR) Regulations, 2015.

Applicability

- Applicable to all listed entities under SEBI (LODR) Regulations, 2015.

- Applies to all Related Party Transactions requiring Audit Committee or shareholder approval.

- Effective from 13 October 2025.

3. Thresholds & Information Category

Transaction Value	Information Requirement	Reference Annexure	Remarks
≤ Rs 1 crore (per year)	No minimum information required	-	Exempt, but approval still required
> Rs 1 crore but ≤ 1% of annual consolidated turnover or Rs 10 crore	Minimum Information	Annexure 13A	Simplified disclosure
> 1% of annual consolidated turnover or Rs 10 crore	Full Information	Industry Standards	Detailed disclosure required

4.Minimum Information Format – Annexure 13A

Table A: Minimum Information to the Audit Committee for Approval of RPTs

Sr. No.	Information Required	Details / Description
a	Type, material terms, and particulars	Nature and details of the proposed transaction
b	Related party name and relationship	Name of related party and its relationship (including financial or other interest)
c	Tenure	Specific period of the proposed transaction
d	Value	Total value of the proposed transaction
e	Turnover percentage	Percentage of listed entity’s annual consolidated turnover represented by transaction value; for subsidiaries, also based on subsidiary’s standalone turnover
f	Loans / ICDs / Advances / Investments	Additional details required: i. Source of funds ii. If financed via indebtedness: nature, cost, tenure iii. Applicable terms (covenants, interest rate, security, repayment) iv. Purpose of ultimate fund utilization (Not applicable to banks, NBFCs, insurers, or HFCs)
g	Justification	Reasons why the RPT is in the interest of the listed entity
h	Valuation / external report	Copy of any external party report relied upon
i	Counter-party turnover percentage	Voluntary disclosure of counter-party’s annual consolidated turnover impacted by the RPT
j	Other relevant information	Any additional material information relevant to the approval

Table B: Minimum Information to the Shareholders for Approval of RPTs

Sr. No.	Information Required	Details / Description
a	Summary information	Summary of details provided to the Audit Committee (as per Table A)
b	Justification	Explanation of why the proposed transaction is in the interest of the listed entity
c	Loans / ICDs / Advances / Investments	Details as specified under Audit Committee point (f)
d	Valuation / external report availability	Statement that any valuation or external report relied upon will be available via registered email of shareholders
e	Counter-party turnover percentage	Voluntary disclosure of counter-party’s annual consolidated turnover affected by the RPT
f	Other relevant information	Any additional material information relevant for shareholder decision-making

5. Compliance Checklist

Identify all related parties as per Regulation 2(1)(zb) of LODR & Section 2(76) of Companies Act, 2013.
Compute 1% of consolidated turnover or ?10 crore threshold (whichever is lower).
Categorize RPTs as Exempt, Simplified, or Full disclosure.
Prepare Annexure 13A for simplified cases or full format for material RPTs.
Obtain prior Audit Committee approval with relevant details.
Where required, seek shareholder approval and ensure interested parties abstain from voting.
Maintain cumulative tracking of RPTs with each related party throughout the financial year.
Disclose RPTs quarterly to Stock Exchanges under Regulation 23(9) of LODR.
Update internal RPT policy, Board templates, and disclosure formats to align with SEBI Circular 135/2025.

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