Related Party Transaction Policy

1. OBJECTIVE

This Policy aims to ensure that all Related Party Transactions (RPTs) are properly identified, reviewed, approved, and disclosed in compliance with applicable laws and regulations. The Policy establishes procedures to ensure that RPTs are conducted on an arm's length basis, in the ordinary course of business, and are in the best interest of the Company and its shareholders.

Note: This Policy applies to any transaction where the Company is a participant and a Related Party has a direct or indirect material interest. The Policy may be amended by the Board of Directors based on recommendations from the Audit Committee.

2. GOVERNING REGULATIONS AND STANDARDS

This Policy is framed in accordance with the following statutes, regulations, and standards:

The Companies Act, 2013 and rules made thereunder
Regulation 23 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (including all amendments up to [Current Date])
Indian Accounting Standard (Ind AS) 24 - "Related Party Disclosures"
Relevant circulars and guidelines issued by the Ministry of Corporate Affairs (MCA) and Securities and Exchange Board of India (SEBI)
Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI)

Compliance Update: Accounting Standard 18 has been superseded by Ind AS 24 for companies required to follow Indian Accounting Standards. Please verify which accounting standards apply to your company based on its size and listing status.

3. DEFINITIONS

3.1 "Audit Committee" or "Committee"

Means the Audit Committee constituted by the Board of Directors under Section 177 of the Companies Act, 2013 and Regulation 18 of the SEBI LODR Regulations.

3.2 "Board" or "Board of Directors"

Means the Board of Directors of Kisaan Infotech Limited, as constituted from time to time.

3.3 "Control"

Shall have the same meaning as defined in Regulation 2(1)(e) of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, as amended.

3.4 "Key Managerial Personnel (KMP)"

Means key managerial personnel as defined under Section 2(51) of the Companies Act, 2013, including the Managing Director, Chief Executive Officer, Whole-time Director, Chief Financial Officer, Company Secretary, and such other officer as may be prescribed.

3.5 "Material Related Party Transaction"

Means a transaction with a Related Party, or a series of transactions in a contract, where the transaction(s) to be entered into individually or taken together with previous transactions during a financial year, exceeds the lower of:

Ten percent (10%) of the annual consolidated turnover of the company as per the last audited financial statements; or
One thousand crore rupees (₹ 1,000,00,00,000)

3.6 "Ordinary Course of Business"

Means transactions undertaken by the Company in its normal business operations, consistent with past practices and industry norms.

3.7 "Arm's Length Basis"

Means transactions conducted between parties as if they were independent, on fair market terms, where each party acts in its own best interest.

3.8 "Policy"

Means this Related Party Transaction Policy.

3.9 "Related Party"

Has the meaning ascribed under Section 2(76) of the Companies Act, 2013 and Regulation 2(1)(zb) of the SEBI LODR Regulations, including but not limited to:

A Director or his/her Relative
A Key Managerial Personnel or his/her Relative
A firm, in which a Director, Manager, or their Relative is a partner
A private company in which a Director or Manager is a member or director
A public company in which a Director or Manager is a director or holds along with his/her relatives, more than two percent of its paid-up share capital
Any body corporate whose Board of Directors, managing director, or manager is accustomed to act in accordance with the advice, directions, or instructions of a Director or Manager
Any company which is a holding, subsidiary, or associate company
Any person or entity as prescribed under applicable rules

3.10 "Related Party Transaction (RPT)"

Means a transfer of resources, services, or obligations between a company and a Related Party, regardless of whether a price is charged, including but not limited to transactions specified in Section 188 of the Companies Act, 2013.

3.11 "Relative"

Has the meaning ascribed under Section 2(77) of the Companies Act, 2013 read with the Companies (Specification of definitions details) Rules, 2014.

4. APPROVAL PROCESS FOR RELATED PARTY TRANSACTIONS

4.1 General Principles

All RPTs must be conducted at arm's length and in the ordinary course of business.
No RPT shall be entered into without prior approval as per this Policy.
Related Parties must disclose their interest in any proposed transaction.
Directors interested in any RPT shall not participate in the voting on such resolution.

4.2 Approval by Audit Committee

All proposed RPTs (except those exempt under Regulation 23(6) of SEBI LODR) require prior approval of the Audit Committee. The Committee may grant omnibus approval for RPTs subject to the following conditions:

Condition	Requirement
Criteria for Omnibus Approval	The Audit Committee shall establish criteria for granting omnibus approval, limited to transactions that are repetitive in nature and in the ordinary course of business.
Need Assessment	The Committee must satisfy itself about the need for omnibus approval and that it is in the Company's interest.
Approval Specifications	Omnibus approval must specify: (i) names of Related Parties, (ii) nature of transaction, (iii) period, (iv) maximum amount, (v) indicative base price/current contracted price with formula for variation, and (vi) other conditions.
Unforeseen Transactions	For unforeseen transactions where details are unavailable, omnibus approval may be granted for transactions not exceeding ₹ 10 crore per transaction.
Quarterly Review	The Audit Committee shall review details of RPTs entered under omnibus approval at least quarterly.
Validity Period	Omnibus approvals are valid for one year from the date of approval and require fresh approval thereafter.

Compliance Update: The limit for omnibus approval of unforeseen transactions has been increased from ₹ 1 crore to ₹ 10 crore per transaction as per SEBI LODR amendments.

4.3 Approval by Board of Directors

The following RPTs require approval of the Board of Directors:

All RPTs not in the ordinary course of business or not at arm's length basis
Material RPTs (as defined in Section 3.5) - for recommendation to shareholders
Any other transactions specified under Section 188 of the Companies Act, 2013

4.4 Approval by Shareholders

The following RPTs require approval of shareholders by Special Resolution:

Transaction Type	Threshold for Shareholder Approval
Material Related Party Transactions	Exceeding limits specified in Section 3.5
Sale/purchase/supply of goods/materials	Exceeding 10% of annual turnover or ₹ 100 crore, whichever is lower
Selling/buying property	Exceeding 10% of net worth or ₹ 100 crore, whichever is lower
Leasing of property	Exceeding 10% of net worth or 10% of turnover or ₹ 100 crore, whichever is lower
Availing/rendering services	Exceeding 10% of annual turnover or ₹ 50 crore, whichever is lower
Appointment to office/place of profit	Monthly remuneration exceeding ₹ 2.5 lakh
Underwriting remuneration	Exceeding 1% of net worth

Note: Interested shareholders shall not vote on the Special Resolution for approval of RPTs in which they are interested.

5. EXEMPTIONS FROM APPROVAL REQUIREMENTS

As per Regulation 23(6) of SEBI LODR Regulations, the following transactions are exempt from the requirements of RPT approval and disclosure:

Transactions entered into between two government companies
Transactions entered into between a holding company and its wholly-owned subsidiary whose accounts are consolidated with the holding company
Transactions at arm's length and in the ordinary course of business, subject to conditions specified in the regulations
Issuance of specified securities on preferential basis, subject to compliance with applicable regulations
Corporate guarantee given to or by a holding company, subsidiary, associate company, or joint venture
Remuneration paid to a Director or Key Managerial Personnel, if approved by shareholders
Any other transaction as may be specified by SEBI from time to time

6. REVIEW AND MONITORING

6.1 Quarterly Review by Audit Committee

The Audit Committee shall review, on a quarterly basis:

All RPTs entered into by the Company
Compliance with this Policy
Details of RPTs entered under omnibus approvals
Any deviations from approved terms

6.2 Annual Review of Policy

The Audit Committee shall review this Policy at least annually and recommend any modifications to the Board for approval.

7. DISCLOSURE REQUIREMENTS

7.1 Website Disclosure

The Company shall disclose this Policy on its website (https://kisaaninfotech.com) at a prominent location.

7.2 Annual Report Disclosure

The Policy shall be disclosed in the Annual Report of the Company as part of the Corporate Governance Report.

7.3 Quarterly Disclosures

The Company shall make the following disclosures on a quarterly basis:

All RPTs (with specified details) on a consolidated basis
Justification for entering into Material RPTs
Certification by CEO and CFO on compliance with this Policy

Compliance Update: SEBI LODR requires disclosure of all RPTs (not just material ones) on a quarterly basis, along with justification for material RPTs.

7.4 Event-based Disclosures

The Company shall promptly disclose to stock exchanges:

Any Material RPT along with justification
Shareholder approval for Material RPTs
Any modifications to approved RPTs
Any other information as required by regulations

8. TRANSACTION APPROVAL MATRIX

Transaction Type	Ordinary Course of Business	Arm's Length Basis	Approval Required	Shareholder Approval Required
Lease arrangements / Infrastructure sharing	Yes	Yes	Audit Committee	If Material
Sub-lease arrangements	No	No	Board + Audit Committee	If Material
Loans, ICDs, CPs, Guarantees, Investments	Yes	Yes	Audit Committee	If Material
Service charges (Brokerage/DP, etc.)	Yes	Yes	Audit Committee	If Material
Purchase/Sale of Goods/Materials	Yes	Yes	Audit Committee	If exceeds thresholds
Appointment to Office of Profit	Yes	Yes	Audit Committee + Board	If exceeds ₹2.5L/month
Any Other Transactions	Case-by-case	Case-by-case	Audit Committee	If Material

Note: If "No" under "Ordinary Course of Business" or "Arm's Length Basis", Board approval is mandatory regardless of transaction value.

9. DOCUMENTATION AND COMPLIANCE

9.1 Documentation Requirements

For all RPTs, proper documentation must be maintained, including:

Written contracts/agreements specifying terms and conditions
Invoices/bills with proper authorization
Valuation reports for asset transactions
Minutes of Audit Committee and Board meetings approving RPTs
Shareholder resolution for Material RPTs

9.2 Compliance Requirements

All RPTs shall comply with:

Limits and conditions prescribed under applicable laws
Industry-specific regulations (if applicable)
Tax laws and transfer pricing regulations
Foreign exchange regulations (for cross-border transactions)

9.3 Transaction Assessment Criteria

When assessing RPTs, the following factors shall be considered:

Assessment Factor	Details to Consider
Terms of Transaction	Pricing, payment terms, duration, conditions
Related Party's Interest	Nature and extent of interest in the transaction
Purpose and Timing	Business rationale and urgency of transaction
Company's Participation	Nature and extent of Company's involvement
Asset Details (if applicable)	Date acquired, cost basis, current value
Counterparty Information	Alternative sources, market reputation
Reputational Risk	Potential impact on Company's reputation

9.4 Ratification of Unapproved Transactions

If any RPT is entered into without prior approval as required:

It must be placed before the next Audit Committee meeting for ratification
If not ratified, the transaction may be voidable at the option of the Board
Repeated violations may lead to disciplinary action against responsible personnel

10. RPT APPROVAL FORMAT

S.No.	Nature and Purpose of Transaction	Name of Related Party	Nature of Interest	Terms and Supporting Documents	Amount Involved
1
2
3
4

11. POLICY AMENDMENT AND REVIEW

This Policy may be amended by the Board of Directors based on recommendations from the Audit Committee.
Any regulatory changes affecting RPTs shall be incorporated into this Policy promptly.
The Company Secretary shall maintain a revision history of this Policy.

12. CONCLUSION

This Policy establishes a framework for identifying, approving, and disclosing Related Party Transactions in compliance with applicable laws and regulations. All employees, Directors, and Key Managerial Personnel are responsible for adhering to this Policy. Any questions regarding this Policy should be directed to the Company Secretary.