Did You Know? · Corporate & Commercial Contracts
Do you know the "material" related-party transaction threshold for large listed companies changed in late 2025?
SEBI's Fifth Amendment to LODR, effective 18 December 2025, replaced the flat threshold with a graded, turnover-linked scale.
Until December 2025, a related-party transaction was "material" if it exceeded the lower of Rs. 1,000 crore or 10% of consolidated turnover - a flat rule regardless of company size. SEBI's Fifth Amendment to the LODR Regulations, effective 18 December 2025, replaced this with a graded, turnover-linked scale under a new Schedule XII, and separately fixed an absolute Rs. 1 crore floor below which even a subsidiary's related-party transaction needs no audit committee approval. Boards still applying the old flat threshold risk approving - or over-escalating - transactions incorrectly.