Do transactions with Jade Limited require the approval of the Audit Committee? ANALYSE.

(a) As per the SEBI (LODR) Regulations, 2015, a "related party” is defined as: A related party under sub-section (76) of Section 2 of the Companies Act, 2013; orA related party under the applicable accounting standards. Additionally, it considers: (a) Any person or entity forming part of the promoter or promoter group of the listed entity; or (b) Any person or any entity, holding equity shares: (i) of 20% or more, or (ii) of 10% or more (effective April 1, 2023), in the listed entity, either directly or indirectly, on a beneficial basis as per Section 89 of the Companies Act, 2013, at any time, during the immediate preceding financial year; shall be deemed to be a related party. Analysis As per the Companies Act, 2013 Section 2 (76) (viii) defines a related party to include: A holding, subsidiary, or associate company of the listed entity;A subsidiary of a holding company to which the listed entity is also a subsidiary;An investing company or the venturer of the listed entity. However, this clause does not extend the definition to include an associate of an associate. Emerald Limited, being a direct associate of Diamond Limited (holding 25%), qualifies as a related party.Jade Limited, being an associate of Emerald Limited (holding 22%), does not qualify as a related party to Diamond Limited under the Companies Act, 2013, as the definition under Section 2 (76) (viii) does not extend to include an associate of an associate. As per Regulation 2 (1) (zb) of SEBI LODR) Regulations, 2015 The regulation specifies that any entity holding 10% or more equity shares in the listed entity (effective April 1, 2023) is deemed as a related party. There is no indication that Jade Limited holds any equity in Diamond Limited.Furthermore, there is no mention of whether Jade Limited is a listed entity. Therefore, Jade Limited does not meet the criteria for being classified as a related party under this regulation. As per Ind AS 24 Paragraph 9(b) (ii) of Ind AS 24 states that an entity is related to a reporting entity if one entity is an associate or joint venture of the other entity or an associate/ joint venture of a member of the group of which the other entity is a member. Paragraph 12 clarifies that an associate includes subsidiaries of the associate. However, an associate of an associate does not fall under the definition of a related party under Ind AS 24. Accordingly, Jade Limited (being an associate of Emerald Limited, which is itself an associate of Diamond Limited) is not a related party to Diamond Limited under Ind AS 24. Conclusion Since Jade Limited is not a related party under the Companies Act, 2013, Ind AS 24, or Regulation 2 (1) (zb) of the SEBI LODR) Regulations, 2015, the proposed transaction does not require the approval of the Audit Committee of Jade Limited.