| 98 Annual Report | 2025-2026 Annexures to Director’s Report 4. “Arm’s Length Transaction” shall mean a transaction between two related parties that is conducted as if they are unrelated, so that there is no conflict of interest. 5. “Ordinary Course of Business” shall mean the usual transactions, customs and practices carried on generally by the Non-Banking 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 Act or any other applicable law or regulation and as amended from time to time. 6. “Related Party” shall have the same meaning as assigned to them under section 2(76) of the Act or under the applicable accounting standards and as defined in Regulation 2(1)(zb) of the SEBI LODR Regulations. However, (a) any person or entity belonging to the promoter or promoter group of the Company, or (b) any person or entity holding equity shares of 10% or more in the Company either directly or on a beneficial interest basis as provided under the Act, at any time, during the immediately preceding financial year, shall be deemed to be a related party. 7. “Related Party Transaction” or “RPT” shall have the same meaning as assigned to them under clause (a) to (g) of Section 188(1) of the Act and as defined in Regulation 2(1)(zc) of the SEBI LODR Regulations. 8. “Material Related Party Transaction”- shall 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 the scale-based, turnover linked thresholds specified in Schedule XII of the SEBI LODR Regulations. For this purpose, any transaction involving payments made to Related Party with respect to brand usage or royalty, either individually or taken together with previous transactions during a financial year, exceeding five percent (5%) of the annual consolidated turnover of the Company as per the Company’s last audited financial statement, shall also be considered as Material Related Party Transaction. The RPT materiality threshold increases with the increase in the annual consolidated turnover of the listed entity as per last audited financial statements, though at a reduced rate, which determines material RPTs for approval by shareholder. The new thresholds are as follows: Consolidated Turnover of Listed Entity Threshold Materiality Threshold (i) Up to ₹ 20,000 crore 10% of the annual consolidated turnover of the listed entity (ii) More than ₹ 20,000 crore to ₹ 40,000 crore ₹ 2000 crore + 5% of the annual consolidated turnover of the listed entity above ₹ 20,000 crore (iii) More than ₹ 40,000 crore ₹ 3000 crore + 2.5% of the annual consolidated turnover of the listed entity above ₹40,000 crore or ₹5000 crores whichever is lower Explanation: For the purpose of computing the thresholds stated above, the annual consolidated turnover of the listed entity shall be determined based on the last audited financial statements of the listed entity. 9. “Material Modification” shall mean “Material Modification” in terms of SEBI LODR Regulations, i.e., 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.
RkJQdWJsaXNoZXIy NTE5NzY=