SEBI issues SEBI (LODR) (Fifth Amendment) Regulations, 2025; Introduces new thresholds for determination of materiality of Related Party Transactions

The Securities and Exchange Board of India (“SEBI”) has issued SEBI (Listing Obligations and Disclosure Requirements) (Fifth Amendment) Regulations, 2025 introducing turnover-based framework for determining materiality of Related Party Transactions (RPTs) as per newly inserted Schedule XIII. The amendments are effective from November 18, 2025.

Key Amendments

1. Insertion of Schedule XIII: A transaction with a related party shall be considered material, if the transaction(s) to be entered into individually or taken together with previous transactions during a financial year exceeds the following :
   

   Consolidated Turnover of Listed Entity	Threshold
   (I) Up to ₹20,000 Crore	10% of the annual consolidated turnover of the listed entity
   (II) More than ₹20,000 Crore to upto ₹40,000 Crore	₹2,000 Crore + 5% of the annual consolidated turnover of the listed entity above ₹20,000 Crore
   (III) More than ₹40,000 Crore	₹3,000 Crore + 2.5% of the annual consolidated turnover of the listed entity above ₹40,000 Crore or ₹5000 Crores, whichever is lower.

2. Retail purchases from any listed entity or its subsidiary and the directors or key managerial personnel of the listed entity or its subsidiary, and relatives of such directors or key managerial personnel will not be considered as Related Party Transactions.
3. Related party transaction above rupees one crore, whether entered into individually or taken together with previous transactions during a financial year, to which the subsidiary of a listed entity is a party but the listed entity is not a party, must require prior approval of the audit committee of the listed entity if the value of such transaction, exceeds the lower of the following :
   1. Ten percent of the annual standalone turnover of the subsidiary as per the last audited financial statements of the subsidiary; or
   2. The threshold for material related party transactions of listed entity as specified in Schedule XII of these regulations.
4. In the event of a related party transaction above rupees one crore, whether entered into individually or taken together with previous transactions during a financial year, to which the subsidiary of a listed entity is a party but the listed entity is not a party and such subsidiary does not have audited financial statements for a period of at least one year, prior approval of the audit committee of the listed entity shall be obtained if the value of such transaction exceeds the lower of the following:
   1. Ten percent of the aggregate value of paid-up share capital and securities premium account of the subsidiary; or
   2. The threshold for material related party transactions of listed entity as specified in Schedule XII of these regulations
5. The omnibus approval granted by the shareholders for material Related Party Transactions in an annual general meeting shall be valid till the date of the next annual general meeting held within the timelines prescribed under Section 96 of the Companies Act, 2013 or rules, notifications, or circulars issued thereunder from time to time.
6. In case of omnibus approvals for material related party transactions, granted by shareholders in general meetings other than annual general meeting, the validity of such omnibus approvals shall not exceed one year from the date of such approval.
7. The listed entity must submit to the stock exchange and the debenture trustee and publish on its website:
   1. a copy of the annual report, on or before the date of dispatch of the same to its shareholders or the date of submission to the Central Government or the State Government, as the case may be; and
   2. in the event of any changes to the annual report, the revised copy along with the details and explanation for the changes, within 48 hours after the annual general meeting or on or before the date of dispatch of the same to its shareholders or the date of submission to the Central Government or the State Government, as the case may be
8. Listed Entities which has listed its non-convertible securities on a recognised stock exchange must send letter providing the web-link including the exact path where complete details of the Annual Report is available, which may at the option of the listed entity, also include a static Quick Response Code, to those holder(s) of non-convertible securities that have not registered their respective email addresses.
9. Listed Entities which has listed its non-convertible securities on a recognised stock exchange must send the documents referred to in sub-regulation (1) of Regulation 58 , within the timelines specified in Section 136 of Companies Act, 2013 and rules made thereunder or the provisions of the statute under which such listed entity is constituted.

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Source: SEBI