As originally approved by the Board of Directors in their meeting held on February 07, 2023, and reviewed and amended in terms of the approval of the Board of Directors in their meeting held on May 09, 2024.

1. PREAMBLE:

  INTRODUCTION:

Corporate Social Responsibility (hereinafter referred as “CSR”) policy of Axilly Labs Private Limited (hereinafter referred as “Axilly/Company”), is the document which details all social responsibility initiatives and actions which may be undertaken by the Company aimed at the greater good of Society. Additionally, it contains guidelines for selecting, implementing and monitoring of CSR Activities along with strategies to create/formulate the annual action plan.

This Policy is framed in accordance with the Section 135 of the Companies Act, 2013 (hereinafter referred as “the Act”) read with Schedule VII of the Act, which indicates the activities to be undertaken by the Company under CSR, and the Companies (Corporate Social Responsibility Policy) Rules, 2014, (hereinafter referred as “the Rules”) as amended from time to time.

1.2APPLICABILITY:

Axilly’s CSR Policy outlines the Company’s tenets, values and philosophy for undertaking socially viable programmes and it specifies the mechanism to carry out the welfare & sustainable development for the community at large as a manifestation of its duties as a responsible corporate citizen.

1.3 VISION & OBJECTIVES:

For Axilly, CSR entails synchronizing its business operations with the contemporary, social, environmental and economic concerns of the nation. It involves operating its business in such a manner that fulfills or excels the ethical, legal, commercial and public expectations of the society. In alignment with the vision of the Company, Axilly, through its CSR initiatives, shall continue to enhance value creation in the society through its services, conduct and initiatives with the objective to promote sustainable growth for the society.

OBJECTIVES:

1. To lay down guidelines for the Company to operate its business in an economically, socially and environmentally sustainable manner.
2. To contribute to society at large by way of social and cultural upliftment, imparting education, training and development and skill enhancement programs for their development and generation of income.
3. To reinforce a positive and socially responsible image of the Company in the society.

1. DEFINITIONS:

1. “Administrative overheads” means the expenses incurred by the Company for ‘general management and administration’ of CSR functions in the company but shall not include the expenses directly incurred for the designing, implementation, monitoring, and evaluation of a particular CSR project or programme.¹

1.  “Ongoing Project” means a multi-year project undertaken by a Company in fulfilment of its CSR obligation having timelines not exceeding three years excluding the financial year in which it was commenced, and shall include such project that was initially not approved as a multi-year project but whose duration has been extended beyond one year by the board based on reasonable justification.²

1. RESOURCES:

2.1. FUNDING & ALLOCATION:

1. For achieving its CSR objectives, Axilly shall allocate 2% of its average net profit as per its financial statements prepared in accordance with the applicable provisions of the Act, made during the preceding three financial years, as its “Annual CSR Budget”.
2. The Annual CSR Budget shall also include any income arising on the 2% net profits allocated under abovementioned clause (a) as well as any surplus arising out of CSR activities. The surplus arising out of CSR activities shall not form part of the business profits of the Company and shall be ploughed back into the same project or shall be transferred to the unspent CSR Account and spent in pursuance of CSR policy and annual action plan of the Company or transfer such surplus amount to a Fund specified in Schedule VII of the Act, within a period of six months of the expiry of the financial year.
3.  Any unspent CSR amount pursuant to any ongoing project, fulfilling such conditions as may be prescribed, undertaken by a company in pursuance of its CSR Policy, shall be transferred by the company within a period of thirty days from the end of the financial year to a special account to be opened by the company in that behalf for that financial year in any scheduled bank to be called the Unspent Corporate Social Responsibility Account, and such amount shall be spent by the company in pursuance of its obligation towards the CSR Policy 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 of the Act, within a period of thirty days from the date of completion of the third financial year from the time of initial transfer.
4. Upto 5% of the Annual CSR Budget may be earmarked for administrative overheads/expenditure to be incurred on baseline survey/need, assessment study, on capacity building programs such as personnel, training, workshops, seminars, conferences, etc. and on corporate communication strategies for engagement of all stakeholders, whether internal or external, to implement the CSR Policy of the company.

1 Rule 2(1)(b) of the Companies (Corporate Social Responsibility Policy) Rules, 2014

2 Rule 2(1)(i) of the Companies (Corporate Social Responsibility Policy) Rules, 2014.

5. Any unspent CSR allocation of a particular year, will be carried forward to the following year. The Company shall disclose the reasons for not fully utilizing the budget allocated for CSR activities for each year in its Directors’ Report.

6. CSR expenditure in a financial year exceeds the statutory limit, such excess may be set-off against CSR expenditure for the next three financial years with the approval of the Board provided the excess amount available for set off shall not include the surplus arising out of the CSR activities.

7. The Company shall not exceed 2 % of total CSR obligation for the relevant financial year or Rs. 50 lakhs whichever is higher, to undertake impact assessment by an independent agency for projects that have been completed not less than 1 year before undertaking impact assessment.

3.1 AREAS OF FOCUS:

3.1.1 IDENTIFICATION OF FOCUS AREAS AND STRATEGIC INITIATIVES:

The Company shall undertake any of the following activities/projects or such other activities/ projects as may be notified by the Ministry of Corporate Affairs (‘MCA’) in Schedule VII of the Act, from time to time as a part of the CSR:

1. Promoting education, including special education and employment enhancing vocation skills especially among children, women, elderly and the differently-abled and livelihood enhancement projects.
   1. Construction/repair of school, college & other educational buildings & facilities including special education facilities.
   2. Provision of uniforms, books, stationery, computer & Laboratory equipments and other infrastructural facilities, to schools, colleges, universities etc.
   3. Scholarships/fellowships to deserving students to encourage education.
   4. Promote computer literacy and technology assisted learning.
   5. To    promote   Technical/professional/medical    education   by        giving      financial assistance/opening institutions through Organizations/infrastructural support.
   6. Self/Gainful employment Opportunities – Training of youth for Self Employment.
   7. Vocational/technical/professional training for youth.
   8. Promote intensive and sustainable farming practices for higher productivity.
   9. Imparting training in agriculture to small farming villages and provide consultancy from experts.
   10. Promoter enterprise development.
   11. Promote horticulture/herbal farming/cottage industry etc.
   12. To supplement the different programme of Local/State authorities.
   13. Strengthen the country’s program by contributing towards non-partisan policy and other research.
   14. Setting up of research centres in colleges and universities.
   15. Towards special needs education and therapy for children facing developmental delays and education and skilling of Persons with Disabilities
   16. Supporting key education ecosystem stakeholders such as teachers, school leaders and principals etc. in training and leadership development
   17. Imparting leadership skills, socio-emotional skills and promoting equity in education.

1. Any other program towards ensuring quality education for the underprivileged.
2. The above list of activities is illustrative and not exhaustive. The Board may consider CSR activities outside the purview of the abovementioned list subject to the condition that such activities relate to the subjects enumerated in Schedule VII of the Act and any amendments made therein from time to time.

In terms of provisions of Section 135(9), where the amount of CSR Expenditure³ to be made by the Company does not exceed Rs. 50 lakhs during any financial year, the requirement for constitution of the Corporate Social Responsibility Committee shall not be applicable and the functions of such Committee provided under the Act shall, in such cases, be discharged by the Board of Directors of the Company.

In view of the same, the Company is not bound to constitute the CSR Committee as per requirements of the Act and all its functions shall be discharged by the Board of Directors of the Company

.

1. PROJECTS AND PROGRAMS:

The projects and programs shall be formulated by the CSR team of Info Edge (India) Limited (‘Holding Company’) under the guidance of the Board.

1. IMPLEMENTION:

   1. ORGANIZATIONAL MECHANISM:

1. The CSR Policy of the Company shall be implemented by the Board. The Board may designate, if it so considers it necessary, any member of the Management team of the Company to advise on selection/implementation/monitoring of the specific projects and to report the progress to the Board.
2. The Board may approve the hiring of consultants with required qualifications, competency and experience from time to time for identified projects to be in-charge of implementation of the projects.
3. A Company established under Section 8 of the Act or a registered public trust or a registered society may also be established by the Company to implement all or specific project/activity. In the managing body of such company/trust/society adequate representation shall be from Axilly.
4. The Board shall formulate, an annual action plan in pursuance of its CSR policy, which shall include the following, namely:-
   • the list of CSR projects or programmes that are approved to be undertaken in areas or subjects specified in Schedule VII of the Act;
     • the manner of execution of such projects or programmes;
       • the modalities of utilisation of funds and implementation schedules for the projects or programmes;

3 Shall have the same meaning as stated in Rule 7 of the Companies (Corporate Social Responsibility Policy) Rules, 2014.

• monitoring and reporting mechanism for the projects or programmes; and
• details of need and impact assessment, if any, for the projects undertaken by the company.

2. The Board may alter such plan at any time during the financial year, based on the reasonable justification to that effect.

3. The Board of the company shall also satisfy itself that the funds so disbursed have been utilised for the purposes and in the manner as approved by it and the Chief Financial Officer of holding company of Axilly or the person responsible for financial management shall certify to the effect.

4. In case of ongoing project, the Board of a Company shall monitor the implementation of the project with reference to the approved timelines and year-wise allocation and shall be competent to make modifications, if any, for smooth implementation of the project within the overall permissible time period.

1. CONSIDERATION OF PROPOSALS AND ALLOTMENT OF FUNDS:

The broad guidelines for consideration of proposals and allotment of funds are as follows:

1. Individual proposals have to be within the framework of the CSR Policy of the Company.

2. Every proposal has to be in a project mode. This involves defining activities, time frame, financial requirement, organizational responsibilities, outcome/expected results and sustainable aspects. The person designated by the Board, with the help of the consultant, if any, will evaluate the proposals and give its recommendations.
3. The proposals as above shall be put before the Board at the beginning of each financial year or time to time along with the aforesaid recommendations.
4. The releasing of funds in a phased manner and submission of periodical status report on utilization thereof shall be clearly defined in the Memorandum of Understanding (MOU) to ensure proper utilization before release of further instalments.
5. The project proposals can be prepared by the Company on its own or through a consultant as may be necessary. The CSR projects prepared by reputed NGOs/Trusts/state/district authorities may also be considered for implementation with the approval of the Board.

   1. EXECUTION OF CSR PROJECTS:

1. By Company:
   1. The activities which can be implemented by the Company either directly or by engaging contractors shall be taken up itself.
   2. The periodical activities such as distribution of uniforms etc. to schools etc. and granting scholarships etc., shall also be taken up itself.
   3. The activities which cannot be taken up by the Company because of its nature, size and other limitations shall be considered for implementation through other alternatives.
   4. For the purchase of materials connected with CSR activity, same procedure shall be followed as is followed for purchases done for captive consumption.

1. By NGOs/Trusts:
   1. The long duration project proposals requiring a dedicated team and full time attention shall be considered for implementation through reputed NGOs/Trusts engaged in similar activities.
   2. The NGOs/Trusts should have an established performance track record of at least 3 years.
   3.  The NGOs/Trusts shall be registered with the Central Government and also under section 12A and 80G of the Income Tax Act, 1961 and must have obtained a valid CSR Registration number from ministry of Corporate Affairs, Government of India post filling form CSR-1.
   4. NGOs/Trusts as aforesaid may also approach company with specific proposals in the field of their expertise, within the purview of CSR Policy.
   5. Every claim/instalment of NGOs/Trusts for the work completed should be supported by proper bills & progress report and receipts/documents in support of the claim.

1. MONITORING & FEEDBACK:

1. All CSR projects shall be monitored directly or indirectly by the Company. The monitoring strategy shall be as follows:
   1. Projects directly taken up by the Company shall be monitored by the Company.
   2. Projects taken up through NGOs/Trusts/Section 8 shall be monitored by a joint team consisting of the representatives of both the Company and such NGO/Trust/Authority/ Section 8 Company
   3. At times, the representative of the Company may also independently review the performance of the projects. The Company reserves the right to get social and/or financial audit done for any of the projects supported by the CSR funds of the company on its own or through independent third party/ies.
2. The respective monitoring teams above shall be responsible for providing periodic progress reports to the Company. Such teams shall ensure that the project gets completed within the specified time period. The Company may also appoint specialized agency/consultants for monitoring the projects, if required.

3. The progress report of the projects undertaken shall be reported as under:

1. The respective monitoring teams shall make an annual report to the Board.

1. The Board shall present an annual report on the performance of all projects/activities.

4. The impact assessment, if applicable shall be conducted by an external agency, particularly for larger projects having outlays of Rs. 1 Crore or more and which have a significant social or economic impact where the Company has a minimum average CSR Obligation of Rs.10 crore or more in the immediately preceding 3 financial years The impact assessment study shall be conducted wherever applicable after the project completion and within 1 year of the completion of the project. The impact assessment reports shall be placed before the Board and shall be annexed to the annual report on CSR.The Impact assessment shall be carried out project-wise only if the Company satisfies the applicable conditions. In other cases, it may be taken up by the Company on a voluntary basis.

    5.All CSR activities and expenditures made thereon shall be subject to audit by the Company’s Auditors.

1. REPORTING AND DISCLOSURE

   1. ANNUAL REPORTING

4. The Board's Report of the Company shall include an annual report on CSR containing particulars as specified in the Rules from time to time.

1. GENERAL:

1. Any or all provisions of the CSR policy would be subject to revision/amendment in accordance with the guidelines on the subject as may be issued by the Government, from time to time.

2. The Company reserves the right to modify, add, delete or amend any of the provisions of this Policy.

3. In case of any doubt with regard to any provision of the policy and also in respect of matters not covered herein, a reference shall be made to the Board. In all such matters, the interpretation and decision of the Board shall be final.
4.  In the event of any inconsistency between this Policy and the applicable laws, the applicable laws will prevail. This Policy will be reviewed by the Board, as and when deemed necessary.
5. Unless the context otherwise requires, words and expressions used in this policy and not defined herein but defined in the Companies Act, 2013 and the Companies (Corporate Social Responsibility Policy) Amendment Rules, 2021 and 2022, as may be amended from time to time shall have the meaning respectively assigned to them therein.

1. POLICY IMPLEMENTATION AND REVIEW

The Board is responsible for the implementation of this policy and its review as and when deemed necessary.