PREAMBLE
In consonance with Clause 49 of the Listing Agreement and related provisions of the Companies Act 2013 M/s. Kothari Phytochemicals & Industries Ltd recognizes the potential conflict of interest between the Company and its stakeholders in case the Company enters into contracts/ arrangements with its related party and considering such transactions are at the best interest of both the parties in the given situation, hereby frame the following policy.

POLICY OF THE COMPANY

1. The term of related party transaction and materiality of the same with reference to this Company shall be recognized as is defined under clause 49 and the provisions of the Companies Act 2013 as on date and any amendment thereto from time to time.

2. All the transaction with the related parties would be entered into with the prior approval of the Audit Committee unless such transactions entered into are under omnibus approval of the Audit Committee due to repetitive transactions of the same nature and with the same related party.

3. All the related party contracts/ arrangement shall be entered into on Arm's length basis.

4. In case the market price of any transactions/ arrangements are not available or cannot be ascertained and could not be executed with outsiders due to secrecy of formula or the nature of products, such transactions shall be done as far as possible to the nearing market price and after citing justification to the Audit Committee for such transaction and necessity thereof.

5. All contracts/ arrangements shall adhere to the requirement of the Listing Agreement, provisions of the Companies Act 2013 and rules made thereunder and the Accounting Standards.

6. A maximum sum of Rs. 5.00 Crore during the financial year has been capped under the omnibus approval by the Audit Committee for the transactions of repetitive nature and with the same related party. All such transactions shall be reviewed by the committee on quarterly basis. Such omnibus approvals shall be valid for a period not exceeding one year and shall require fresh approval after the expiry of one year.

7. If any contract or arrangement is entered into by a Director or any employee without the consent of the Board or without Special Resolution in General Meeting due to some urgency, it shall be ratified by the Board or General Meeting by way of Special Resolution within 3 months, as may be required.

8. In case of contracts/ arrangements with related party that are not in the ordinary course of business or at Arm's Length, the Company would comply with the respective provisions of the Companies Act 2013 and rules made thereunder.

9. All the material related party transactions above threshold limits, other than with exempted wholly owned subsidiary shall be with the approval of the respective authority as may be required from time to time.

This policy is meant to provide a framework to regulate transactions between the Company and its related parties based on applicable laws and regulations. The Audit Committee and the Board of Directors will review this policy periodically and may amend or modify the Policy accordingly from time to time.