1. Preface

This Corporate Social Responsibility Policy ("CSR Policy" or "Policy") has been framed by Vahdam Teas Private Limited in accordance with Section 135 and Schedule VII of the Companies Act, 2013 ("the Act") read with the Companies (Corporate Social Responsibility Policy) Rules, 2014 ("CSR Rules"), as amended from time to time, including the amendments notified by the Ministry of Corporate Affairs in 2021.

Unless the context otherwise requires, words and expressions used in this Policy shall carry the same meaning as assigned to them under the Act and the CSR Rules. In the event of any inconsistency between this Policy and the provisions of the Act or the CSR Rules, the provisions of the Act and the CSR Rules, as amended, shall prevail.

2. Our CSR Philosophy

At Vahdam Teas, we believe that a sustainable business is one that creates lasting value not only for its stakeholders but also for the communities and environment in which it operates. Corporate Social Responsibility is an integral part of the way we do business.

The Company views CSR as an opportunity to contribute meaningfully to social, environmental and economic development, and to give back to society in a manner that is measurable, transparent and aligned with national development priorities. The management of the Company is fully committed to the letter and spirit of the CSR framework laid down under the Companies Act, 2013.

3. Objective

The objective of this Policy is to:

• Define the Company's approach and guiding principles for planning, undertaking and monitoring CSR activities;
• Ensure that the Company's CSR activities are carried out in compliance with Section 135, Schedule VII of the Act and the CSR Rules;
• Actively contribute to the social, environmental and economic development of the communities in which the Company operates; and
• Establish a governance and monitoring mechanism for the effective and transparent implementation of CSR projects and programmes.

4. Vision and Mission

The Company is committed to building a sustainable business with strong social relevance and a commitment to inclusive growth. Through its CSR initiatives, the Company seeks to positively impact and influence society for its sustainable development, with a focus on causes such as healthcare and sanitation, environmental sustainability, promotion of education, empowerment of women and disadvantaged groups, and rural development.

In pursuit of this vision, the Company shall make continuous endeavours to identify and support CSR projects and programmes that create genuine, lasting benefit for the communities they serve.

5. Applicability

The provisions of Section 135 of the Act apply to every company that, during the immediately preceding financial year, meets any of the following criteria:

• a net worth of ₹500 crore or more; or
• a turnover of ₹1,000 crore or more; or
• a net profit of ₹5 crore or more.

This Policy applies to the CSR activities undertaken by the Company for so long as it falls within the ambit of Section 135 of the Act, and shall be read subject to the thresholds, exemptions and relaxations available under the Act and the CSR Rules as amended from time to time.

6. Governance: Role of the Board and the CSR Committee

6.1 Constitution of the CSR Committee

In accordance with Section 135(9) of the Act, where the amount required to be spent by a company on CSR does not exceed ₹50 lakh, the constitution of a separate Corporate Social Responsibility Committee is not required, and the functions of the CSR Committee under the Act shall be discharged by the Board of Directors of the Company.

Accordingly, until such time as the constitution of a CSR Committee becomes applicable to the Company, the Board of Directors shall discharge all functions and responsibilities of the CSR Committee as prescribed under the Act and the CSR Rules. The Company shall constitute a CSR Committee as and when it becomes required to do so under the Act.

References in this Policy to the "CSR Committee" shall, until a CSR Committee is constituted, be read as references to the Board of Directors.

6.2 Responsibilities of the Board / CSR Committee

The Board of Directors (or the CSR Committee, once constituted) shall:

• Formulate and recommend the CSR Policy, indicating the activities to be undertaken by the Company as specified in Schedule VII of the Act, and review and amend the Policy from time to time;
• Formulate and recommend an Annual Action Plan in pursuance of this Policy, which shall include the list of approved CSR projects/programmes, the manner of their execution, implementation schedules, modalities for utilisation of funds, monitoring and reporting mechanisms, and details of the need and impact assessment, if any;
• Recommend the amount of expenditure to be incurred on CSR activities;
• Approve the CSR Policy and disclose its contents in the Board's Report and place it on the Company's website;
• Ensure that the CSR activities included in the Policy and the Annual Action Plan are undertaken by the Company;
• Ensure that the Company spends, in every financial year, at least 2% of the average net profits of the Company made during the three immediately preceding financial years, in accordance with Section 135(5) of the Act;
• Monitor the implementation of CSR projects and programmes and ensure proper utilisation of funds; and
• Satisfy itself, through certification by the Chief Financial Officer or the person responsible for financial management, that the funds disbursed have been utilised for the purposes and in the manner approved.

6.3 Meetings

Where a CSR Committee is constituted, it shall meet as often as required and at least once in each financial year. Meetings may be held at the registered office of the Company or at such other place, or through such permitted means, as the members may decide. Reasonable advance notice of every meeting shall be given to the members; in cases of urgency, a meeting may be convened at shorter notice.

7. CSR Activities

The Company shall undertake CSR activities that fall within the ambit of Schedule VII of the Act, as approved in the Annual Action Plan. Such activities may, among others, relate to:

1. Eradicating hunger, poverty and malnutrition; promoting health care, including preventive health care and sanitation; and making available safe drinking water;
2. Promoting education, including special education and employment-enhancing vocational skills, especially among children, women, the elderly and the differently abled, and livelihood enhancement projects;
3. Promoting gender equality and empowering women; setting up homes and hostels for women and orphans; setting up old-age homes, day-care centres and other facilities for senior citizens; and measures for reducing inequalities faced by socially and economically backward groups;
4. Ensuring environmental sustainability, ecological balance, protection of flora and fauna, animal welfare, agroforestry, conservation of natural resources and maintaining the quality of soil, air and water;
5. Protection of national heritage, art and culture, including restoration of buildings and sites of historical importance and works of art; setting up public libraries; and promotion and development of traditional arts and handicrafts;
6. Measures for the benefit of armed forces veterans, war widows and their dependants, and other beneficiaries specified in Schedule VII;
7. Training to promote rural sports, nationally recognised sports, Paralympic sports and Olympic sports;
8. Contribution to the Prime Minister's National Relief Fund, the PM CARES Fund or any other fund set up by the Central Government for socio-economic development and relief and welfare of the Scheduled Castes, the Scheduled Tribes, other backward classes, minorities and women;
9. Contribution to incubators or research and development projects, and contributions to specified institutions, in the fields of science, technology, engineering and medicine, as permitted under Schedule VII;
10. Rural development projects; and
11. Any other activity included in Schedule VII of the Act, as amended from time to time.

7.1 Activities excluded from CSR

In line with the CSR Rules, the following shall not be considered as CSR activities:

• Activities undertaken in pursuance of the normal course of business of the Company;
• Activities undertaken outside India, except for training of Indian sports personnel representing any State or Union Territory at national level, or India at international level;
• Contribution of any amount, directly or indirectly, to any political party under Section 182 of the Act;
• Activities that benefit only the employees of the Company and their families;
• Activities supported on a sponsorship basis for deriving marketing benefits for the Company's products or services; and
• Activities carried out for the fulfilment of any other statutory obligation under any law in force in India.

8. CSR Expenditure

1. The Board shall ensure that the Company spends, in every financial year, at least 2% of the average net profits of the Company made during the three immediately preceding financial years, calculated in accordance with Section 198 of the Act.
2. The surplus arising out of CSR activities shall not form part of the business profit of the Company and shall be ploughed back into the same project, or transferred to the Unspent CSR Account and spent in pursuance of the Policy and the Annual Action Plan, or transferred to a fund specified in Schedule VII, as applicable.
3. Where the Company spends an amount in excess of the requirement under Section 135(5), such excess amount may be set off against the CSR expenditure required to be spent in the immediately succeeding three financial years, subject to the conditions prescribed under the CSR Rules.
4. Administrative overheads shall not exceed 5% of the total CSR expenditure of the Company for the financial year.
5. CSR expenditure shall include all expenditure on projects or programmes relating to CSR activities approved by the Board, but shall not include any expenditure on an item not in conformity with the activities falling within the purview of Schedule VII of the Act.

9. Treatment of Unspent CSR Amounts

1. Amounts relating to ongoing projects: Any amount remaining unspent, pursuant to any ongoing project undertaken by the Company in accordance with its CSR Policy, shall be transferred by the Company within 30 days from the end of the financial year to a special account opened by the Company in a scheduled bank, called the "Unspent Corporate Social Responsibility Account". Such amount shall be spent by the Company towards its CSR obligations within a period of three financial years from the date of such transfer, failing which the Company shall transfer the same to a fund specified in Schedule VII within 30 days from the completion of the third financial year.
2. Amounts not relating to ongoing projects: Any amount remaining unspent that does not relate to an ongoing project shall be transferred by the Company to a fund specified in Schedule VII within six months from the end of the financial year.
3. The Board shall specify in its Report the reasons for not spending the required amount, where applicable.

10. Modes of Implementation

The Board may undertake the Company's CSR activities, as approved in the Annual Action Plan:

1. By the Company itself; or
2. Through an implementing agency, being:
   • a company established under Section 8 of the Act, or a registered public trust or registered society, established by the Company either singly or along with any other company; or
   • a company established under Section 8 of the Act, or a registered public trust or registered society, established by the Central Government or State Government; or
   • any entity established under an Act of Parliament or a State legislature; or
   • a company established under Section 8 of the Act, or a registered public trust or registered society, having an established track record of at least three years in undertaking similar activities.

Every implementing agency engaged by the Company shall be registered with the Central Government by filing Form CSR-1 and shall have obtained a valid CSR Registration Number, in accordance with the CSR Rules. The Company may also collaborate with other companies for undertaking CSR projects or programmes, provided that the Board of each participating company is in a position to report separately on such projects or programmes in accordance with the CSR Rules.

11. CSR Implementation through Capital Assets

Where CSR amount is spent for the creation or acquisition of a capital asset, such asset shall be held by an entity or authority as permitted under the CSR Rules, including a Section 8 company, a registered public trust or registered society having a valid CSR Registration Number; or the beneficiaries of the CSR project in the form of self-help groups, collectives or entities; or a public authority.

12. Impact Assessment

Where applicable under the CSR Rules, the Company shall undertake impact assessment, through an independent agency, of its CSR projects. This requirement applies to a company having an average CSR obligation of ₹10 crore or more in the three immediately preceding financial years, in respect of CSR projects having outlays of ₹1 crore or more which have been completed not less than one year before undertaking the impact study. Expenditure incurred on impact assessment may be booked towards CSR expenditure, subject to the limit prescribed under the CSR Rules.

13. Monitoring and Reporting

The Board (or the CSR Committee, once constituted) shall put in place a transparent monitoring mechanism for the implementation of CSR projects and programmes. It shall periodically review the progress of CSR activities and ensure that funds are utilised for the approved purposes. The Company shall make the disclosures required under the Act and the CSR Rules, including in the Board's Report, and shall obtain a certification from its Chief Financial Officer or the person responsible for financial management to the effect that the CSR funds disbursed have been utilised for the purposes and in the manner approved by the Board.

14. Website Disclosure

In accordance with the CSR Rules, the Board shall mandatorily disclose on the Company's website, for public access, the composition of the CSR Committee (where constituted), this CSR Policy, and the CSR projects approved by the Board.

15. Amendment and Review

1. This Policy is subject to revision and amendment in accordance with the guidelines and directions that may be issued by the Government and the regulatory authorities from time to time.
2. The Board may review this Policy periodically, based on changing statutory requirements and the evolving needs and aspirations of the target beneficiaries, and make such modifications as it may consider necessary.
3. Any provision of this Policy that is or becomes inconsistent with the Act or the CSR Rules, as amended, shall be deemed to be modified to the extent necessary to bring it into conformity with the Act and the CSR Rules.

This CSR Policy has been approved by the Board of Directors of Vahdam Teas Private Limited and is published on the Company's website in accordance with the requirements of the Companies Act, 2013.