Corporate Social Responsibility (herein after referred to as CSR) is strongly connected with the principles of Sustainability (i.e., an organization should make decisions based not only on financial factors and business outcomes, but also on the social and environmental consequences). Centillion Capital Private Limited (herein after referred to as the Company) wishes to contribute to harmonious and sustainable development of society and the Earth through its business activities. This Policy sets forth the Company’s goals in complying with all the CSR-related provisions of the Companies Act, 2013.

• To behave ethically and contribute to sustainable development.
• To contribute to Society through the Company’s Business.
• To comply with the provisions of Companies Act, 2013 and rules made thereunder.
• To act with utmost respect for human rights and pursue a high sense of corporate ethics.
• To promote social contribution activities as a good corporate citizen in order to make a better society.
• To build a bond and sense of harmony with the environment.
• To play an effective role in addressing issues such as access to education, health care and
• livelihood opportunities.

This Policy is formulated based on the provisions of Companies Act, 2013, Companies (Corporate Social Responsibility Policy) Rules, 2014 and notification made thereunder. The Policy must be followed by such Directors who are appointed from the Board of the Company from time to time. The members of Corporate Social Responsibility Committee may modify this Policy if required with the approval of Board of Directors of the Company. The Board shall abide by this Policy.

The Company is committed towards environmental and social safety and protection. In compliance of the Schedule VII of the Companies Act, 2013 and the Company’s Policy any of the below mentioned activities shall be carried out by the Company to contribute towards CSR:

a) Eradicating hunger poverty and malnutrition, promoting preventing health care and sanitation and making available safe drinking water.

b) Improvement in education which includes special education and employment strengthening vocation skills among children, women, elderly and the differently-abled and livelihood enhancement projects.

c) Improving gender equality, setting up homes and hostels for women and orphans, setting up old age homes, day care centres and such other facilities for senior citizens and measures for reducing inequalities faced by socially and economically backward groups.

d) Safeguarding environmental sustainability, ecological balance, protection of flora and fauna, animal welfare, agroforestry, conservation of natural resources and maintaining a quality of soil, air and water which also includes a contribution for rejuvenation of river Ganga. Measure for benefit of armed forces veterans, war widows and their dependents.

e) Measures for the benefit of armed forces veterans, war widows and their dependents, Central Armed Police Forces (CAPF) and Central Para Military Forces (CPMF) veterans, and their dependents including widows.

f) Training to stimulate rural sports, nationally recognized sports, Paralympic sports and Olympic sports.

g) Contribution to the Prime Minister’s National Relief Fund, Contribution to the Prime Minister’s National Relief Fund (PM-CARES) or any other fund set up by the Central Government for socio-economic development providing relief and welfare of the Scheduled Castes, the Scheduled and backward classes, minorities and women.

h) Contribution to incubators or research and development projects in the field of science, technology, engineering and medicine, funded by the Central Government, State Government, Public Sector Undertaking or any agency of the Central Government or State Government.

i) Contributions to public funded Universities, IITs, National Laboratories and autonomous bodies established under DAE, DBT, DST, Department of Pharmaceuticals, Ministry of AYUSH, Ministry of Electronics and Information Technology and other bodies, namely DRDO, ICAR, ICMR and CSIR, engaged in conducting research in science, technology, engineering and medicine aimed at promoting Sustainable Development Goals (SDGs).

j) Rural development projects.

k) Slum area development.

l) Disaster management, including relief, rehabilitation and reconstruction activities.

The Company’s Corporate Social Responsibility Committee shall be constituted in accordance with the terms of reference, powers and functions covered under this Policy for the purpose of establishing a formal, purposive and transparent Committee for initiating, overseeing, recommending and reviewing the Company’s CSR activities and projects undertaken by it from time to time. The Committee shall ensure that the Policy & Practices in the Company reflect the highest standards of corporate governance and facilitate necessary compliances and appropriate disclosures periodically.

a) The Committee shall be constituted with three Directors, provided if the number of

Directors in the Company falls to two, such two Directors shall be the members of the Committee.

b) The Chairman of the Committee can be any member of the Committee.

c) The members of the Committee shall be elected by the Board of the Company.

d) Tenure of the membership in the Committee shall be based on tenure of the Directorship in the Company.

e) The Committee is being formulated with following Directors:

f) The Directors of the Committee may be changed by the Board of Directors as and when required.

a) Frequency of Meeting

The CSR Committee shall meet in person at least two times in a financial year and one meeting shall be held to recommend CSR activities and to allocate the funds for CSR programs/projects and one meeting shall be held to review the activities of CSR and any other meetings at such appropriate times as is deemed necessary by the Committee.

b) Quorum and Place of the Meeting

The quorum necessary for the meeting shall be minimum of two Directors present in person. The Meeting can be held at any place as the Directors decide.

Any person other than Directors of the Committee may attend the Meeting.

If CSR activities are outsourced to any external organization, a representative from such organization shall attend one meeting of the CSR Committee.

C) Notice of the Meeting

Meeting shall be called by any Director or at the request of the Board of Directors of the Company.

Unless otherwise agreed, notice of each meeting confirming the venue, time and date together with an agenda of items to be discussed, shall be forwarded to each Director of the Committee, any other person required to attend and all other non-executive directors, not later than seven days before the date of the meeting.

d) Minutes of the Meeting

Any authorized person shall minute the proceedings and decisions of all the meetings of the Committee including recording the names of those who are present and in attendance.

Draft minutes of Committee meetings shall be circulated promptly to all Directors of the Committee and should be signed by the Chairman of that meeting not later than 30 days after the meeting.

Once approved, minutes should be circulated to all other members of the Company’s Board of Directors and shall be taken on record in the immediately subsequent meeting of the Company’s Board of Directors.

a) Formulate and recommend to the Board, a CSR Policy which shall indicate the activities to be undertaken by the Company as specified in areas of CSR chosen by the Board from time to time.

b) The Committee shall recommend the projects/activities to be taken up during the financial year to the Company’s Board of Directors.

c) To receive reports and review activities initiated or/and implemented by the Company from associated agencies and companies managing CSR operations of the Company across all areas.

d) Recommending the amount of expenditure to be incurred on the activities to the Board to ensure that the financial statements relating to CSR is correct, sufficient and credible.

e) Approval of payment to any independent professionals or consultants for any other services rendered for the purpose of monitoring and effectively implementing the CSR projects/programmes of the Company.

f) To prepare the Annual Company/Group Corporate CSR Report to be included in the Annual Report.

g) To review the internal CSR program of the Company, ensure co-ordination between internal and external activities and ensure that the internal CSR function is adequately resourced and has appropriate standing within the Company.

h) Monitor and Review the CSR projects from time to time as may be required.

i) The Committee shall institute a transparent monitoring mechanism for implementation of the CSR projects or programs or activities undertaken by the Company.

j) To consider other matters as may be specified by the Board.

a) The Company shall contribute for CSR activities in every financial year (after the adoption of this Policy) at least two percent (2%) of its average net profit earned during three immediately preceding financial years.

b) Based on the profits earned the Board of Directors may allocate for CSR activities more than two percent of the net profit earned during three immediately preceding financial year but shall not exceed 5 percent (5%).

c) In case, if the Company does not fall under Section 135 of the Companies Act, 2013 in any financial year, the Company may not allocate funds for CSR purpose in such financial year.

a) The amount allocated for the purpose of CSR projects/programs decided by the Board, shall be spent only for the purposes/activities mentioned under this Policy.

b) If the Company arrives at any surplus from the activities conducted under this Policy, such amount shall not be considered as business profit.

c) Such surplus should be utilized for the purpose of other CSR activities under this Policy only.

d) Expenses incurred by the Company’s Parent or subsidiaries for CSR activities in India as routed through the Company shall be considered as CSR spend of the Company.

Out of approved CSR activities, the Committee shall decide which activity/project should be given priority for the respective financial year. While arriving at the decision of the activity to be undertaken for the respective year, the Committee shall analyse the basic need of the community/ area in which the Organisation operates or at the place where its registered office is situated. The Committee shall record its findings and prioritised the CSR activities.

After prioritizing the activity the Committee shall finalise the detail implementation project/programme, including planning for expenses against the total budget allocated for CSR activities.

Our Board of Directors, our Management and all of our employees subscribe to the philosophy of compassionate care. We believe and act on an ethos of generosity and compassion, characterized by a willingness to build a society that works for everyone. This is the cornerstone of our CSR policy. Our Corporate Social Responsibility policy conforms to the relevant section of the Corporate Social Responsibility, Rules made under Companies Act, 2013 and amendment(s) to be made thereto in future.