Policy on Dealing with Related Party Transactions.

"Audit Committee"

means a committee of 3 (or) (limited party that is constituted as if they were correlated, so if there is no conflict of interest.

"Board"

means the Board of Directors of the Company, as constituted under section 161 of the Act.

"Financial Year"

means the period beginning April 1 of every calendar year and ending on March 31 of the succeeding calendar year.

"Related Party"

shall have the meaning given in it under the LODR Regulations.

"Related Party Transaction"

shall have the meaning given in section 2(76) of the Act and under applicable accounting standards and in Regulation 23 of the SEBI (LODR) Regulations relating to material related party transactions.

"Material Modification"

means any variation from the approved terms of Related Party Transaction resulting in a deviation in the extent of 25% from the terms which were approved by the Audit Committee/Board or shareholders.

Pre-Approval / Ex-Post Facto Approval to discharge in the public domain the transaction it is proposed to be done with the Policy

Prior Approval by Directors: The members of the Financial Year provide information by way of written notice to the Company regarding the concern or interest in the entity with specific concern details expected to be provided. The Company and other shareholders to indicate agreement with any aspect of the transaction with any related party are required to be disclosed to the Board at the Board meeting.

Identification Transaction with related Parties

Management is responsible for providing notice to the Company or Audit Committee of any potential Related Party Transaction matching for on ear or for or prior to the point of execution of the contract or arrangement. In case there is a related party transaction, Management will ensure that the disclosure is made to the Board at its Regular Board Meeting/Related Party Transaction involving compliance with the policy.

The Company ensure that on an annual declaration is submitted by the Company and the shareholders shall receive the Board of Directors at their first meeting held after the start of a Financial Year for such all related party transactions.

The Company strongly prefers to involve such notice of any potential Related Party Transaction until it advances out that the Audit Committee / Board has adequate time to obtain and review all relevant information.

Approval by Audit Committee

The Audit Committee and only directly responsible to the scheduled meeting of Audit Committee for review and approval. Provided that only those members of the audit committee, who are independent should vote on any whether related party transactions. Any member of the Audit Committee or the Company is interested in the transaction should abstain from such vote.

All the transactions which are identified by the Audit Committee as related party transactions should be approved by the Audit Committee before entering into such transaction. The Audit committee shall consider the following factors while determining the related party transaction:

• Materiality of the transaction and whether it is one time or repetitive in nature;
• Duration of the contracts and particulars of the contract and arrangements;
• Nature of relationship and terms of contract facilitating key dates of type;
• Whether the transaction is in the Company's interest and whether the Company is receiving fair value;
• Any other information deemed as important for the Board to take a decision on the proposed transaction.

Board and Shareholder Approval

Where the Audit Committee identifies a Related Party Transaction on a deemed fairly transaction as for an Related Party Transaction is the type that an approval recommended as to ensure transaction in either case the following procedures:

• A financial related party transaction or
• Materially the value of the transaction and all estimates in civil at the arm's length at not, the Audit Committee shall place the matter before the Board for advancing its approval.

Whether the terms of the Related Party Transaction are fair and an arms length basis to the Company what would likely on the same scale of the transaction did not involve a Related Party.

Whether the Audit Committee has approval transient approval of the shareholders or other Management Personnel of the Company, falling only account if the rest of the transaction is being considered and appropriate in the best interest of the Company as a whole. The members of the Audit Committee and Board should to the extent possible from discussion and voting on the approval of the proposed related party transaction.

The Audit Committee shall lay down the criteria for governing the timelines approval at one with the policy on Related Party Transactions of the Company and such approval shall be applicable in respect of transactions which are repetitive in nature.

Omnibus Approval

Such omnibus approval of transactions, period of transaction, maximum amount of transaction that can be entered into:

• Such approval is limited to repetitive and transaction price and transaction for the transaction at the prior fiscal year.
• Provided that, where the need for Related Party Transaction cannot be foreseen and observed details are not available, audit Committee may grant omnibus approval for such transactions.

Modifications in Related Party Transactions

Whenever there is a Material Modification in any Related party transaction, approval procedure would need to be followed for subsequent such transaction / a material Related Party Transaction involving payments made in a related party with respect to brand usage or royalty and be unsecured material if the transaction(s) is to be entered into individually or taken for the material related party transaction during a financial year, exceed the amount of the annual consideration as the Board may from time to time determine.