On Mar. 21, 2025, IND SEBI extended timeline for rollout of industry standards on related party transactions, regarding requirements listed in directive of Feb. 14 above.
Original implementation date was scheduled for Apr. 1, 2025; based on feedback from stakeholders requesting extension, IND SEBI postponed effective date to Jul. 1, 2025.
ISF shall consider views received for simplification of industry standards and is directed to release revised standards in a time-bound manner to meet new rollout timeline.
On Jul. 11, IND SEBI issued master circular on compliance with LODR.
IND SEBI issued master circular for compliance with the provisions of the SEBI (listing obligations and disclosure requirements) regulations, 2015 (LODR) by listed entities.
Master Circular
Enables users to have access to provisions of applicable SEBI circulars issued up to Jun. 30, 2023 in one place, with footnotes corresponding to the respective circulars.
Provides framework for listed entities' compliance with obligations under LODR regs.
The SEBI circulars listed in the appendix stand rescinded on issuance of the master circular, subject to savings in relation to actions taken under the rescinded circulars.
Next Steps
Participants to bring the contents of this circular to the notice of all stakeholders, and put in place the necessary systems, infrastructure for monitoring and implementation.
Oct. 2023 Extension
On Oct. 7, 2023, IND SEBI extended the relaxation on the LODR regulations for annual general meetings (AGMs) and general meetings in electronic mode till Sep. 30, 2024.
Oct. 2024 Further Extension
On Oct. 3, 2024, IND SEBI issued circular to further extend the relaxation on the LODR regulations for the AGMs and general meetings in electronic mode until Sep. 30, 2025.
Document dated Oct. 3, 2024, received from IND SEBI Oct. 4, summarized on Oct. 9.
Nov. 2024 Updated Master Circular
On Nov. 11, 2024, IND SEBI published an updated version of the master circular for compliance with LODR regulations by listed entities, superseding the version above.
The master circular has been updated to incorporate all relevant circulars that were issued by SEBI on/before Sep. 30, 2024, and includes a list of rescinded circulars.
Document dated Nov. 11, 2024, received from IND SEBI Nov. 12, summarized Nov. 15.
In Dec. 2024, IND SEBI issued circular re sustainability reporting, see #238142.
Dec. 2024 Changes to Master Circular
On Dec. 31, 2024, IND SEBI issued a circular for implementation of recommendations of the expert committee for facilitating ease of doing business for listed entities.
Introduced integrated filing, for some governance and financial related periodic filings required under LODR, applicable for filings for quarter ending Dec. 31, 2024 and after.
The master circular has been amended to remove formats for corporate governance report, financial results, statement of deviation, as relevant formats are incorporated.
Disqualifications for appointment or continuation of a secretarial auditor are provided, as well as types of services that a secretarial auditor cannot render to a listed entity.
Stipulates requirements for disclosure of employee benefit scheme documents; the secretarial compliance report shall include a confirmation on compliance with them.
Follows IND SEBI Jun. 2024 sought views on regs on listings and disclosure, #217352.
In Jan. 2025, IND NSE introduced platform for integrated filing, see #240052.
In Feb. 2025, IND SEBI proposed revising regs re compliance, auditing, see #243070.
Feb. 2025 Related Party Transactions
On Feb. 14, 2025, IND SEBI issued a circular on industry standards on minimum information to be provided for review of the audit committee and shareholders for approval of a related party transaction, modifying the master circular above.
The master circular specifies the required information for the audit committee (part A) and shareholders (part B) when reviewing related party transactions (RPTs).
To ensure a uniform approach and assist listed entities in complying with these requirements, the Industry Standards Forum (ISF) has formulated industry standards.
These standards define minimum information required for audit committee, shareholders to review RPTs; industry associations and stock exchanges will publish these industry standards on their respective websites for reference by listed entities.
Master circular will be modified to require listed entities to provide the audit committee with industry standards-based information for RPT approval (part A, paragraph 4).
Include industry standards in shareholder notices as part of the explanatory statement, alongside Companies act, 2013 requirements (part B, paragraph 6).
The modifications detailed in this circular will come into effect from Apr. 1, 2025.
Mar. 15, 2025 IND NSE FAQs
On Mar. 15, 2025, IND NSE issued frequently asked questions on applicability of the industry standards on the minimum information to be provided for review of the audit committee and shareholders for approval of a related party transaction, above.
Mar. 20. 2025 IND SEBI Shareholding Pattern
On Mar. 20, 2025, IND SEBI issued circular on disclosure of shareholding pattern.
Specifically, the circular concerns disclosure of holding of specified securities in dematerialized form, modifying the existing master circular updated Nov. 11, 2024.
Changes relate to formats for disclosure of shareholding pattern under annexure 2 of section II-A of chapter II to the circular; tables I-IV of shareholding pattern amended to require disclosure of non-disposal undertaking (NDU) and other encumbrances.
Underlying outstanding convertible securities include ESOPs in column X of the format.
The amendments added one additional column to capture details of total number of shares on fully diluted basis, including warrants, ESOP, and convertible securities.
Table II, which provides details of promoter and promoter group shareholding, now includes a footnote for those with NIL shareholding; stock exchanges directed to notify listed companies of the circular provisions and disseminate it on their websites.
Exchanges additionally instructed to amend relevant byelaws, rules and regulations for implementation; depositories directed to update their systems to capture the changes.
The circular comes into force with effect from the quarter ending Jun. 30, 2025.
Mar. 21, 2025 IND SEBI Timeline Extension
On Mar. 21, 2025, IND SEBI extended timeline for rollout of industry standards on related party transactions, regarding requirements listed in directive of Feb. 14 above.
Original implementation date was scheduled for Apr. 1, 2025; based on feedback from stakeholders requesting extension, IND SEBI postponed effective date to Jul. 1, 2025.
ISF shall consider views received for simplification of industry standards and is directed to release revised standards in a time-bound manner to meet new rollout timeline.
