101 | Annual Report | 2025-2026 not exceeding Rs. 1,00,00,000 which has been undertaken without obtaining the prior approval of the Audit Committee, or which is not ratified within 3 (three) months of entering into such transaction, or which is not material in terms of the provisions of the SEBI LODR Regulations shall be voidable at the option of the Audit Committee and if the contract or arrangement is with a Related Party to any Director, or is authorised by any other Director, the Directors concerned shall indemnify the Company against any loss incurred by it. 5.A.4 - The Company shall provide all information as provided under Rule 15 of the Companies (Meeting of Board and its Powers) Rules, 2014 to the Audit Committee/ shareholders, when approval on a Related Party Transaction is sought. 5.A.5 - The Audit Committee shall review the following while approving the Related Party Transactions as specified above: a) Whether the transaction is in the ordinary course of business and on an arms’ length basis? b) The reasons for entering into the transaction and the consequences of entering into the said transaction, with an unrelated party. c) Whether there is any conflict of interest for any director or Key Managerial Personnel? d) Whether there any reputational risks are envisaged as a result of the said Related Party Transaction? e) Type, Material terms and particulars of the proposed transaction. f) Name of the related party and its relationship with the Company or its subsidiary, including nature of its concern or interest (financial or otherwise). g) Value of the proposed transaction. h) Tenure of the proposed transaction. i) The percentage of the listed entity’s annual consolidated turnover, for the immediately preceding financial year, that is represented by the value of the proposed transaction (and for a RPT involving a subsidiary, such percentage calculated on the basis of the subsidiary’s annual turnover on a standalone basis shall be additionally provided); j) the transaction relates to any loans, intercorporate deposits, advances or investments made or given by the listed entity or its subsidiary: i) details of the source of funds in connection with the proposed transaction; ii) where any financial indebtedness is incurred to make or give loans, inter-corporate deposits, advances or investments, nature of indebtedness; cost of funds; and tenure; iii) applicable terms, including covenants, tenure, interest rate and repayment schedule, whether secured or unsecured; if secured, the nature of security; and iv) the purpose for which the funds will be utilized by the ultimate beneficiary of such funds pursuant to the RPT. k) Justification as to why the RPT is in the interest of the Company; l) copy of the valuation or other external party report, if any such report has been relied upon; m) percentage of the counter-party’s annual consolidated turnover that is represented by the value of the proposed RPT on a voluntary basis; n) Any other information that may be relevant. B. Board of Directors: (A) The following related party transactions shall be placed before the Board of Directors for approval, after the approval of the Audit Committee: (i) Related party transactions referred by the Audit Committee; (ii) Related party transactions not on arm’s length basis, and/or; (iii) Related party transactions not in the ordinary course of business. The following Related Party Transactions which are not in the ordinary course of business or are in the ordinary course of business but are not on Arm’s Length basis shall require prior approval of the Board: a. Sale, purchase or supply of any goods or materials; or b. Selling or otherwise disposing of, or buying, property of any kind; or c. Leasing of property of any kind; or d. Availing or rendering of any services; or e. Appointment of any agent for purchase or sale of goods, materials, services or property; or
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