CORPORATE SOCIAL RESPONSIBILITY POLICY

Effective Date: 01TH September, 2024
Approved by the Board of Directors on: 01TH September, 2024

1. PREAMBLE
EATA Private Limited (“EATA” or the “Company”) recognises its responsibility towards the community and the environment in which it operates and is committed to conducting its business in a socially responsible and sustainable manner.
This Corporate Social Responsibility Policy (“CSR Policy”) has been formulated in accordance with Section 135 of the Companies Act, 2013 (“Act”), Schedule VII to the Act, the Companies (Corporate Social Responsibility Policy) Rules, 2014 (“CSR Rules”), and other applicable statutory provisions, rules, notifications and amendments thereto from time to time.
The CSR Policy sets out the broad framework for identifying, undertaking, monitoring and reporting the CSR activities of the Company.

2. OBJECTIVES
The objectives of this CSR Policy are to:
1. establish the framework for undertaking CSR activities in accordance with applicable law;
2. identify areas in which the Company may undertake or support socially beneficial projects and programmes;
3. ensure that CSR expenditure is deployed towards activities eligible under Schedule VII to the Companies Act, 2013;
4. establish appropriate mechanisms for approval, implementation, monitoring and reporting of CSR activities; and
5. contribute towards sustainable development and the welfare of communities, particularly in and around the areas where the Company operates.

3. APPLICABILITY
This Policy shall apply to the Company whenever the provisions of Section 135 of the Companies Act, 2013 are applicable to it.
The Company shall comply with the CSR requirements prescribed under the Act and CSR Rules, including the requirement relating to CSR expenditure, governance, disclosures, monitoring and treatment of unspent CSR amounts, as applicable from time to time.

4. CSR FOCUS AREAS
Subject to the provisions of Schedule VII to the Companies Act, 2013, the Company may undertake CSR projects, programmes or activities in one or more of the following areas:
4.1 Health, Hunger and Sanitation
• eradicating hunger, poverty and malnutrition;
• promoting health care, including preventive health care;
• sanitation and hygiene initiatives; and
• making available safe drinking water.
4.2 Education and Skill Development
• promoting education, including special education;
• employment-enhancing vocational skills;
• skill development and technical training;
• livelihood enhancement projects; and
• supporting educational institutions and programmes for economically disadvantaged sections.
4.3 Women Empowerment and Social Equality
• promoting gender equality;
• empowering women;
• supporting homes and hostels for women and children;
• measures for reducing inequalities faced by socially and economically disadvantaged groups; and
• welfare programmes for senior citizens and vulnerable sections of society.
4.4 Rural and Community Development
• rural development projects;
• community infrastructure;
• livelihood generation;
• development of economically weaker communities; and
• projects for improving social and physical infrastructure.
4.5 Other Eligible Activities
The Company may undertake any other activity falling within Schedule VII to the Companies Act, 2013, as amended from time to time, including contributions to funds or initiatives that qualify as CSR expenditure under applicable law.
The above areas shall be interpreted liberally but always in accordance with Schedule VII and applicable clarifications issued by the Ministry of Corporate Affairs.

5. LOCAL AREA PREFERENCE
While selecting CSR projects, the Company shall endeavour to give preference to the local areas and areas around its operations, including, where appropriate, communities in and around its manufacturing facilities and other business locations.
However, such preference shall not restrict the Company from undertaking eligible CSR activities in any other part of India where the Board considers that such activities would create meaningful social impact.

6. CSR BUDGET AND EXPENDITURE
The Company shall endeavour to spend, in every financial year in which Section 135 is applicable, at least two per cent of the average net profits of the Company made during the three immediately preceding financial years, or such other amount as may be prescribed under applicable law.
The calculation of average net profit and CSR expenditure shall be made in accordance with the provisions of the Companies Act, 2013 and the CSR Rules.
The CSR budget may be utilised for:
• direct implementation of eligible CSR projects by the Company;
• implementation through eligible implementing agencies;
• contributions to eligible funds;
• approved ongoing projects; and
• such other eligible CSR activities as may be permitted under applicable law.
CSR expenditure shall not include expenditure on activities undertaken in the normal course of business of the Company, except to the extent specifically permitted under applicable law.

7. IMPLEMENTATION OF CSR ACTIVITIES
CSR activities may be undertaken:
1. directly by the Company; or
2. through an eligible implementing agency, including entities permitted under the Companies (Corporate Social Responsibility Policy) Rules, 2014 and possessing the registrations required under applicable law, including CSR registration wherever applicable.
Before engaging an implementing agency, the Company shall verify that the agency holds a valid and current CSR Registration Number obtained through e-Form CSR-1 filed with the Registrar of Companies, and shall record such registration number in its internal CSR records. Where the implementing agency is not a company established by the Company or its holding, subsidiary or associate company, the Company shall additionally verify that the agency has at least three years’ demonstrated experience in undertaking similar CSR activities, as required under the Companies (Corporate Social Responsibility Policy) Rules, 2014, as amended.

Where the Company continues to engage the same implementing agency across successive financial years, the Company shall re-verify the agency’s CSR Registration Number, and its registration/exemption status under Sections 12A and 80G of the Income-tax Act, 1961 (as applicable), on an annual basis and prior to each disbursement, and shall maintain documentary evidence of such re-verification.
The Company may also collaborate with other companies to undertake CSR projects, provided that the CSR expenditure attributable to the Company can be separately identified and reported.

8. CSR GOVERNANCE
8.1 Board of Directors
The Board of Directors shall oversee the CSR activities of the Company and shall, inter alia:
• approve this CSR Policy and amendments thereto;
• approve CSR projects and expenditure;
• ensure that the activities included in the CSR Policy are undertaken by the Company;
• ensure that the Company spends the prescribed CSR amount;
• satisfy itself regarding utilisation of funds disbursed for CSR purposes;
• monitor CSR projects in accordance with applicable law;
• make the necessary disclosures in the Board’s Report and on the Company’s website, wherever applicable; and
• discharge such other responsibilities as may be prescribed under Section 135 of the Companies Act, 2013 and the CSR Rules.
8.2 CSR Committee
Where constitution of a CSR Committee is required under applicable law, the Board shall constitute such Committee in accordance with Section 135 of the Companies Act, 2013. As on date, the Company is exempt from constituting a CSR Committee where the amount required to be spent under Section 135(5) does not exceed fifty lakh rupees; in such case, the functions of the CSR Committee shall be discharged by the Board of Directors.
The CSR Committee shall perform the functions prescribed under the Act and the CSR Rules, including recommending the CSR Policy, CSR activities, annual action plan and CSR expenditure to the Board.
Where the Company is exempt from constituting a CSR Committee under the applicable provisions of Section 135, the Board of Directors shall discharge the functions required to be performed by the CSR Committee.

9. ANNUAL ACTION PLAN
Where required under applicable law, the CSR Committee or the Board, as applicable, shall formulate and approve an Annual Action Plan for each financial year.
The Annual Action Plan may include:
• the list of CSR projects or programmes proposed to be undertaken;
• the manner of execution of such projects;
• implementation schedules;
• modalities for utilisation of funds;
• monitoring and reporting mechanisms; and
• details relating to impact assessment, wherever applicable.
The Board may modify the Annual Action Plan during the financial year based on reasonable justification and in accordance with applicable law.

10. MONITORING OF CSR ACTIVITIES
The Company shall establish an appropriate monitoring mechanism for CSR activities.
Depending upon the nature and scale of the project, monitoring may include:
• periodic progress reports;
• utilisation certificates;
• supporting invoices and expenditure statements;
• confirmation from implementing agencies;
• site visits, wherever appropriate;
• photographs and other evidence of implementation; and
• review of project outcomes.
The Board shall satisfy itself that CSR funds disbursed have been utilised for the purposes and in the manner approved by it.
The person responsible for financial management of the Company shall provide the certifications required under applicable CSR law regarding utilisation of CSR funds.

11. ONGOING PROJECTS
The Company may undertake multi-year or ongoing projects in accordance with the definition and conditions prescribed under the CSR Rules.
Such projects shall be appropriately identified, approved, monitored and accounted for in accordance with applicable law.
Any unspent amount relating to an ongoing project shall be transferred and utilised in the manner and within the timelines prescribed under Section 135 of the Companies Act, 2013.

12. UNSPENT CSR AMOUNT
Any unspent CSR amount shall be dealt with strictly in accordance with Section 135 of the Companies Act, 2013 and the CSR Rules, including the requirements relating to transfer of unspent amounts relating to ongoing projects or other unspent CSR amounts, as applicable.

13. ACTIVITIES NOT CONSIDERED AS CSR
The following shall not be treated as CSR expenditure except where expressly permitted under applicable law:
1. activities undertaken in the normal course of business of the Company;
2. activities undertaken outside India, except as permitted under the CSR Rules;
3. contributions directly or indirectly to any political party;
4. activities benefiting employees of the Company exclusively;
5. activities supported on a sponsorship basis for deriving marketing benefits;
6. activities undertaken for fulfilment of statutory obligations under any law in force in India; and
7. any other activity specifically excluded from the definition of CSR under applicable law.

14. ADMINISTRATIVE OVERHEADS
Administrative overheads incurred for the management and administration of CSR activities shall be maintained within the limits prescribed under the Companies (Corporate Social Responsibility Policy) Rules, 2014, as amended from time to time.

15. IMPACT ASSESSMENT
Where the Company becomes subject to the requirement of conducting an impact assessment under the CSR Rules, the Company shall arrange for an independent impact assessment of qualifying CSR projects in the manner prescribed under applicable law.

16. RECORDS AND DOCUMENTATION
The Company shall maintain appropriate records relating to CSR activities, including:
• CSR Policy;
• Board and CSR Committee approvals, wherever applicable;
• Annual Action Plans, wherever applicable;
• details of CSR projects, wherever applicable;
• agreements or engagement documents with implementing agencies;
• proof of CSR expenditure;
• utilisation certificates;
• monitoring reports, wherever applicable;
• CSR Registration Number (Form CSR-1) of each implementing agency engaged by the Company, along with supporting registration documents; and
• Form CSR-2 filed by the Company for each applicable financial year, along with supporting workings
• such other records as may be required under applicable law.

17. DISCLOSURE
The Company shall make all disclosures relating to CSR as required under the Companies Act, 2013 and applicable rules.
The Company shall disclose, to the extent applicable:
• the composition of the CSR Committee;
• this CSR Policy;
• CSR projects approved by the Board;
• prescribed CSR expenditure and actual expenditure;
• reasons for any unspent amount;
• details of ongoing projects; and
• such other information as may be prescribed.
The CSR Policy shall be placed on the website of the Company, wherever required under applicable law. The Company shall, in addition to the disclosures listed above, file Form CSR-2 for each financial year in which Section 135 applies to it, within the timeline prescribed by the Ministry of Corporate Affairs.

18. INTERPRETATION
Any words or expressions used in this Policy but not defined herein shall have the meaning assigned to them under the Companies Act, 2013, the Companies (Corporate Social Responsibility Policy) Rules, 2014 and other applicable laws.
In case of any conflict between this Policy and applicable law, the provisions of applicable law shall prevail.

19. AMENDMENT
The Board of Directors may amend, modify or revise this CSR Policy from time to time based on:
• changes in applicable law;
• recommendations of the CSR Committee, wherever constituted;
• changes in the Company’s CSR priorities; or
• any other reason considered appropriate by the Board.
Any amendment required pursuant to a change in applicable law shall be deemed to form part of this Policy from the effective date of such statutory amendment.

20. EFFECTIVE DATE
This CSR Policy shall come into force from the date of its approval by the Board of Directors of EATA Private Limited.

For EATA Private Limited

Batuk Popatlal Shah
Joy Joseph Malamel
Director