Policy on Related Party Transactions

This Policy on Related Party Transactions (“Policy”) of Western Fintrade Private Limited (“WFPL” or “the Company”) has been framed in accordance with the provisions of the Companies Act, 2013, applicable Rules made thereunder, and other applicable laws and regulations, as amended from time to time.

The Company is committed to maintaining the highest standards of corporate governance, transparency, integrity, and ethical conduct in all business dealings. This Policy is intended to ensure proper approval, disclosure, and reporting of transactions between the Company and its Related Parties.

This Policy and any amendment thereto shall become effective upon approval by the Board of Directors of the Company.

The objectives of this Policy are:

• To ensure compliance with applicable provisions of the Companies Act, 2013 and other applicable regulations.
• To establish a framework for identification, approval, review, and reporting of Related Party Transactions (“RPTs”).
• To ensure that transactions with related parties are conducted on an arm’s length basis and in the ordinary course of business.
• To promote transparency and fairness in dealings with related parties.
• To protect the interests of the Company and its stakeholders.

This Policy shall apply to all transactions between the Company and its Related Parties, including:

• Directors and their relatives
• Key Managerial Personnel (KMP) and their relatives
• Group companies
• Associate entities
• Subsidiaries, if any
• Any other person or entity qualifying as a Related Party under applicable law

Unless the context otherwise requires, the following terms shall have the meanings assigned below:

4.1 Act

“Act” means the Companies Act, 2013 and Rules framed thereunder, including any statutory modifications or re-enactments.

4.2 Audit Committee

“Audit Committee” means the committee constituted by the Board of Directors of the Company under applicable provisions of the Companies Act, 2013, if applicable.

4.3 Arm’s Length Transaction

“Arm’s Length Transaction” means a transaction between two related parties that is conducted as if they were unrelated, so that there is no conflict of interest.

4.4 Key Managerial Personnel (KMP)

“KMP” shall have the meaning assigned under Section 2(51) of the Companies Act, 2013 and shall include:

• Managing Director / Whole-time Director
• Chief Financial Officer
• Company Secretary
• Any other person designated as KMP under the Act

4.5 Ordinary Course of Business

“Ordinary Course of Business” means transactions that are:

• customary,
• routine, and
• regularly undertaken by the Company in the normal course of its business activities.

4.6 Relative

“Relative” shall have the same meaning as defined under Section 2(77) of the Companies Act, 2013 and Rules made thereunder.

4.7 Related Party

“Related Party” shall have the meaning assigned under Section 2(76) of the Companies Act, 2013 and shall include:

• Directors or their relatives
• KMP or their relatives
• Firms in which directors or relatives are partners
• Private companies in which directors are members or directors
• Public companies in which directors hold more than 2% shareholding along with relatives
• Holding, subsidiary, or associate companies
• Any entity exercising significant influence or control over the Company
• Any other entity defined as related party under applicable law

4.8 Related Party Transaction (RPT)

“Related Party Transaction” means any transfer of resources, services, or obligations between the Company and a Related Party, regardless of whether a price is charged.

Illustrative transactions include:

• Purchase or sale of goods
• Leasing of property
• Availing or rendering of services
• Loans and advances
• Guarantees and securities
• Transfer of assets
• Appointment to office or place of profit
• Professional or consultancy services
• Any financial arrangement

All Related Party Transactions shall:

• Be in the ordinary course of business;
• Be conducted on arm’s length basis;
• Be supported by proper documentation;
• Receive necessary approvals as prescribed under this Policy.
• Any transaction not meeting the above conditions shall require prior approval of the Board and shareholders, wherever applicable.

The Company Secretary / Compliance Officer shall maintain an updated database of Related Parties based on:

• Declarations received from Directors and KMPs;
• Corporate records;
• Regulatory disclosures; and
• Periodic confirmations.
• All Directors and KMPs shall disclose their interests and any changes therein promptly.

Each Director and KMP shall inform the Company of any proposed transaction with a Related Party.

The concerned department initiating the transaction shall provide:

• Name of Related Party
• Nature of relationship
• Nature and value of transaction
• Business rationale
• Pricing and commercial terms
• Supporting agreements/documents
• The Audit Committee / Board shall determine whether the transaction qualifies as an RPT.

8.1 Approval by Audit Committee

All Related Party Transactions shall require prior approval of the Audit Committee, wherever constitution of Audit Committee is applicable.

The Audit Committee shall review:

• Nature of transaction
• Material terms
• Business purpose
• Pricing mechanism
• Arm’s length justification
• Impact on the Company
• Members interested in the transaction shall abstain from participation.

8.2 Omnibus Approval

The Audit Committee may grant omnibus approval for repetitive transactions subject to:

• Maximum transaction limits;
• Defined validity period;
• Adequate disclosures;
• Review on periodic basis.
• Omnibus approvals shall remain valid for one financial year unless revoked earlier.

8.3 Approval by Board of Directors

Transactions requiring Board approval under Section 188 of the Companies Act, 2013 shall be placed before the Board.

The Board shall consider:

• Whether the transaction is in ordinary course;
• Whether pricing is arm’s length;
• Commercial justification;
• Conflict of interest concerns.
• Interested Directors shall not participate in discussions or voting.

8.4 Approval by Shareholders

Shareholders’ approval shall be obtained where required under applicable law.

Related parties shall abstain from voting on resolutions concerning their transactions wherever mandated.

A Related Party Transaction shall be considered material if it exceeds the thresholds prescribed under applicable law from time to time.

Material transactions shall require prior approval of shareholders by ordinary resolution or such other resolution as prescribed.

The Audit Committee / Board shall periodically review Related Party Transactions to ensure:

• Continued arm’s length nature;
• Commercial reasonableness;
• Compliance with law and policy;
• Adequate disclosures and controls.
• Recurring transactions may be reviewed annually or at such intervals as deemed appropriate.

If the Company becomes aware of any Related Party Transaction that has not been approved in accordance with this Policy, the matter shall be placed before the Audit Committee / Board for review.

The Committee/Board may:

• Ratify the transaction;
• Modify the transaction terms;
• Direct discontinuation of the transaction;
• Recommend corrective measures;
• Initiate disciplinary action where appropriate.

The Company shall make disclosures relating to Related Party Transactions as required under:

• Companies Act, 2013;
• Applicable Accounting Standards;
• Board’s Report;
• Financial Statements;
• Any other applicable regulatory requirements.

The Company shall maintain:

• Register of contracts and arrangements;
• Approval records;
• Supporting documents;
• Disclosure records;
• Minutes of meetings relating to RPT approvals.
• Records shall be retained for the period prescribed under applicable law.

This Policy shall be reviewed periodically and at least once every three years or earlier if required due to:

• Changes in law;
• Regulatory amendments;
• Business requirements;
• Governance recommendations.
• In case of any inconsistency between this Policy and applicable law, the provisions of applicable law shall prevail.

This Policy shall come into effect from the date of approval by the Board of Directors of Western Fintrade Private Limited.

Approved By

Designation

Signature

Date

Director / Managing Director

Chief Financial Officer

Company Secretary / Compliance Officer

I hereby disclose my interest in entities/persons that may qualify as Related Parties under applicable laws and confirm that the information provided is true and complete.

Name

Designation

Signature

Date