| 112 Annual Report | 2024-2025 5. “Arm’s Length Transaction” means a transaction between two related parties that is conducted as if they are unrelated, so that there is no conflict of interest. 6. “Ordinary Course of Business” shall mean the usual transactions, customs and practices carried on generally by the NonBanking Financial Companies and shall include: i. transactions covered in the ‘main objects’ or the ‘objects incidental' to attainment of the main objects as envisaged in the Memorandum and Articles of Association of the Company, ii. transactions which are usually carried on by any Non-Banking Financial Company iii. transactions which has been done by the Company regularly in last three (3) years, iv. transactions done with a related party on a similar basis as of a third party, v. transaction or activity that is necessary, normal, regular and incidental to the business and involves significant amount of money or managerial resources that generates income for the Company Any other term not defined herein shall have the same meaning as defined in the Companies Act, 2013 or any other applicable law or regulation and as amended from time to time. 7. “Related Party” shall have the same meaning as assigned to them under section 2(76) of the Companies Act, 2013 or under the applicable accounting standards and as defined in Regulation 2(1)(zb) of the SEBI LODR Regulations, 2015. 8. “Related Party Transaction” shall have the same meaning as assigned to them under the Companies Act, 2013 and as defined in Regulation 2(1)(zc) of the SEBI LODR Regulations, 2015. 9. “Material Related Party Transaction”- means a transaction with a related party if the transaction / transactions to be entered into individually or taken together with previous transactions during a financial year, exceeds rupees one thousand crore or ten per cent of the annual consolidated turnover of the Company as per the last audited financial statements of the Company, whichever is lower. 10. “Material modification” “Material Modification” in terms of SEBI LODR Regulations, 2015 means any modification(s) in the pricing, quantity or overall transaction value having a variance of 20% (twenty percent) or more, in the relevant previously approved related party transaction. Any other term not defined herein shall have the same meaning as defined in the Companies Act, 2013 or any other applicable law or regulation and as amended from time to time. In case of any conflict between this Policy and applicable law, the applicable law (as existing on the date of the concerned transaction) shall prevail. 4. Notwithstanding the above, a transaction involving payments made to a related party with respect to brand usage or royalty shall be considered material if the transaction(s) to be entered into individually or taken together with previous transactions during a financial year, exceed 5% (five percent) of the annual consolidated turnover of the Company as per the last audited financial statements of the Company. 5. Review and approval of Related Party Transactions: Approval of related party transactions A. Audit Committee All the transactions which are identified as related party transactions and subsequent modifications thereof, shall be approved Annexures to Director’s Report
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