| 102 Annual Report | 2025-2026 Annexures to Director’s Report f. Such Related Party’s appointment to any office or place of profit in the Company, its Subsidiary or Associate Company; or g. Underwriting the subscription of any securities or derivatives thereof, of the Company In addition to the above, the following kinds of transactions with related parties should also be placed before the Board of Directors for its approval: a) Transactions which may be in the ordinary course of business and at arm’s length basis, but which are as per the policy determined by the Board from time to time (i.e. value threshold and/or other parameters) require Board approval in addition to Audit Committee approval; b) Transactions in respect of which the Audit Committee is unable to determine whether or not they are in the ordinary course of business and/or at arm’s length basis and decides to refer the same to the Board for approval; c) Transactions which are in the ordinary course of business and at arm’s length basis, but which as per Audit Committee requires Board approval d) Transactions meeting the materiality thresholds laid down in Clause D of the Policy, which are intended to be placed before the shareholders for approval (B) All the Material Related Party Transactions shall be considered and approved by the Board before the same are considered by the shareholders for their approval except for (i) those transactions which are between the Company and its wholly-owned subsidiary whose accounts are consolidated with the Company and placed before the shareholders at the general meeting for approval; and (ii) transactions entered into between two wholly-owned subsidiaries of the Company, whose accounts are consolidated with such holding company and placed before the shareholders at the general meeting for approval; (iii) transactions which are in the nature of payment of statutory dues, statutory fees or statutory charges entered into between an entity on one hand and the Central Government or any State Government or any combination thereof on the other hand; (iv) transactions entered into between a public sector company on one hand and the Central Government or any State Government or any combination thereof on the other hand; and (v) transactions entered into between two public sector companies. (C) Where any Director is interested in any contract or arrangement with a Related Party, such Director shall not be present at the meeting during discussions and voting on the subject matter of the resolution relating to such Related Party Transaction. (D) Where any contract or arrangement is entered into by a Director or any other employee, without obtaining the consent of the Board and if it is not ratified by the Board at a meeting within three months from the date on which such contract or arrangement was entered into, such contract or arrangement shall be voidable at the option of the Board and if the contract or arrangement is with a related party to any Director, or is authorized by any other Director, the Directors concerned shall indemnify the Company against any loss incurred by it. C. Approval of the Shareholders; C.1 - If a related party transaction is (i) a material transaction as per Section 188 of the Act, or (ii) a material transaction as per Regulation 23 of the SEBI LODR Regulations or (iii) A transaction exceeding the threshold limit of as approved by Board of Directors from time to time. (iv) any subsequent material modification thereto (iv) transaction not in the ordinary course of business, or (v) not at arm’s length price it shall require shareholders’ approval by a resolution. In such a case, any member of the Company who is a related party shall not vote on resolution passed for approving such related party transaction and no related party shall vote to approve such resolutions whether the entity is a related party to the particular transaction or not. Subject to the provisions of Regulation 23(4) of the SEBI LODR Regulations, all Material Related Party Transactions require the prior approval of the shareholders’ and their approval will be sought by way of a resolution. No Related Parties shall vote to approve the Material Related Party Transactions, irrespective of whether the entity is a party to the particular transaction or not, provided that the requirements under this sub-para shall not apply in respect of a resolution plan approved under Section
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