Preamble

Cloudtail India Private Limited (herein after referenced as the ‘Company’) is a Company incorporated under the Companies Act, 1956.

It is the Company’s endeavor to conduct its business in a socially, ethically and environmentally sound manner, in fulfilment of its role as a socially responsible corporate. With this objective, the Company is committed to undertake corporate social responsibility (‘CSR’) activities in accordance with the provisions of Section 135 of the Companies Act, 2013 (‘the Act’) and The Companies (Corporate Social Responsibility Policy) Rules, 2014 read with the Companies (Corporate Social Responsibility Policy) Amendment Rules, 2021 (“Rules”) framed thereunder in this regard, as amended from time to time. (‘Applicable Laws’)

The Corporate Social Responsibility Committee in its meeting held on January 21, 2016 formulated and recommended the Corporate Social Responsibility Policy (‘CSR Policy’) to the Board of Directors of the Company (‘Board’). The Board approved and adopted the CSR Policy in its meeting held on January 21, 2016.

Further, the Board approved and adopted the revised CSR Policy of the Company in its Meeting held on August 14, 2019 (CSR Policy). Further, the Board approved and adopted the revised CSR Policy of the Company in its Meeting held on June 2, 2021 (‘CSR Policy’)

Purpose/ Objectives

The key purpose and objectives of this CSR Policy are to:

1. Establish the CSR governance structure of the Company.

2. Establish a CSR framework in accordance with the Applicable Laws within which the efforts of the Company and its employees towards achievement of the CSR objectives shall be channelised.

3. Identify broad areas in which CSR projects will be undertaken by the Company.

4. Serve as a guiding document for selection, implementation and monitoring of activities as well formulation of annual action plan of CSR projects undertaken or proposed to be undertaken by the Company.

5. Define the manner in which the surplus from CSR projects will be treated.

Vision and Policy Statement

The Corporate Social Responsibility (CSR) Policy has been developed in consonance with the Applicable Laws. The Company’s CSR vision is to empower community and transform lives. The Company will use its resources towards the social, economic and environmental development. The Company plans to do this through community engagement in partnership with its employees, customers, partners, government bodies and civil society in accordance with the annual action plan, as approved by the Board on recommendation of the CSR Committee from time to time.

Applicability

This CSR Policy applies to all CSR projects undertaken by the Company and shall be periodically reviewed and updated by the CSR Committee based on the changing needs with the approval of the Board in consonance with Applicable Laws. The Board shall ensure that the CSR Activities are undertaken by the Company in accordance with Applicable Laws and shall not include:

1. Activities undertaken in pursuance of its normal course ofbusiness of the Company;

2. Any activity undertaken by the company outside India excluding training of Indian sports personnel representing any State or Union territory at national level or India at international level;

3. The activities which are exclusively for the benefit of the Company employees as defined in clause (k) of Section 2 of the Code on Wages, 2019;

4. Contribution of any amount directly or indirectly to any political party under Section 182 of the Act;

5. Sponsorship activities supported by the Company for deriving marketing benefits for its products or services;

6. Activities carried out for fulfilment of any other statutory obligations under any law in force in India.

The Board on recommendation of the CSR Committee shall give preference to the local area or areas around where it operates, for spending the amount earmarked for CSR activities.

Corporate Social Responsibility Committee (‘CSR Committee’)

The Board has constituted the CSR Committee which will create a robust and transparent governance structure and monitoring mechanism to approve and oversee the implementation ofthe CSR projects. Pursuant to the Applicable laws, the CSR Committee shall consist of suchmembersasmaybe decided bytheBoardfrom timetotime.The CSR Committee shall act in accordance with the Act and other applicable internal policies including any incidental and ancillary matters as may be deemed necessary and required.

The CSR Committee shall undertake such functions which shall inter-alia include the following:

1. Formulating and periodically reviewing/monitoring the CSR Policy which shall indicate the projects/ programmes/activities to be undertaken by the Company as specified in Schedule VII of the Act and associated frameworks, processes and practices of the Company and making appropriate recommendations to the Board.

2. Taking appropriate measures to undertake and implement CSR projects/programmes/activities successfully and shall monitor the CSR Policy from time to time.

3. Identifying the areas as well as monitoring and reviewing the performance of CSR projects/programmes/activities periodically.

4. Recommending the amount of expenditure/CSR budget to be incurred on CSR projects/programmes/activities as well as regularly report and making recommendations to the Board.

5. Recommending Annual Report on CSR activities.

6. Reviewing and submitting impact assessment reports to the Board as per the provisions of the Act and Applicability.

7. Formulating the Annual Action plan and recommending the same to the Board.

8. Such other functions as mandated by the Board of Directors or under the Act and the rules made thereunder.

The CSR Committee shall meet on such intervals as may be deemed necessary by the CSR Committee or as may be directed by the Board.

Key Focus Areas

The Company will undertake projects as mentioned in the Schedule VII of the Act read with Rules thereunder. The Company will undertake projects which have measurable as well as verifiable outcomes and impact. As per the Applicable Laws, these projects will be implemented either directly by the Company or through implementation partners with a proven track record.

Annual CSR Budget

The CSR annual budget allocation of the Company, in each financial year, will be at least 2% ofthe average net profit of the Company for the immediately preceding three financial years or suchother amount as may be required by the Applicable Laws (‘CSR Budget’).

Any surplus generated from CSR projects, programs or 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 CSR policy and annual action plan of the Company or;

- Transferred to a Fund specified in Schedule VII of the Act, within a period of 6 months of the expiry of the financial year.

Annual Action Plan

The CSR Committee shall formulate an Annual Action Plan in pursuance of the CSR Policy ("CSR Annual Action Plan"), which shall include the following:

1. the list of CSR projects/activities/programmes approved to be undertaken;

2. manner of execution of such projects or programmes;

3. the modalities of utilization of fund and implementation schedules for the projects /activities/programmes;

4. monitoring and reporting mechanism for the projects /activities/programmes;

5. details of need and impact assessment, if any, for the projects/activities/programmes undertaken by the Company; and

6. Any other details that the CSR Committee may deem fit for inclusion therein.

Such CSR Annual Action Plan shall be submitted to the Board along with the CSR annual budget for its approval and the Board may alter such plan at any time during the financial year, as per the recommendations of CSR Committee, based on the reasonable justification to that effect.

1. Project Approval

The CSR Annual Action Plan formulated and recommended by the CSR Committee will be considered and evaluated by the Board forreview andapproval. Further, the Board shall take necessary steps towards the execution and monitoring the effective utilization of the CSR Budget as per the approved CSR Annual Action Plan.

The Board shall satisfy itself that the funds so disbursed have been utilised for the purposes and in the manner as approved by it and obtain a certificate from Chief Financial Officer to that effect in the format as laid in Annexure – 1.

2. Mode of Implementation and Impact Assessment

The implementation of the approved CSR projects/activities/programmes will be led by the Chairperson - CSR Committee alongwith a dedicated project team, under the guidance and supervision of the CSR Committee/ Board.

These projects shall be implemented, either directly by the Company or through:

1. partnership with an Implementing Agency*or;

2. collaboration with other corporates in such a manner that the CSR committees of respective companies are in a position to report separately on such projects/activities/programmes or;

3. engage with international organizations for designing, monitoring and evaluation of the CSR projects/activities/programmes as well as for capacity building of their own personnel for CSR.

The CSR Committee will ensure that the Implementing Agencies must be registered with the Central Government and must have a valid unique CSR Registration number and comply with the requirements under the Applicable Laws.

* Implementing Agencies shall have meaning as provided in the Applicable Laws. Impact Assessment

Where the Company’s average CSR obligation amounts to Rupees Ten crore (Rs. 10,00,00,000/-) or more during the three immediately preceding financial years, the Company shall ensure undertaking of impact assessment, through an independent agency, of the CSR projects:

having outlays of one crore rupees or more, and which have been completed not less than one year before undertaking the impact study and;

book the expenditure towards CSR for that financial year, which shall not exceed five percent of the total CSR expenditure for that financial year or fifty lakh rupees, whichever is less.

3. Monitoring

The Company’s dedicated project team together with the implementing agency, if any, will collaboratewith stakeholders to monitor the status of each project and will report its findings to the CSR Committee periodically. The CSR Committee will keep the Board updated on the progress of CSR projects undertaken by the company and the expenditure incurred thereon.

4. Reporting

The Board, on recommendation of the CSR Committee, will annually publish an Annual Report on CSR in the format prescribed under the Applicable Laws, as a part of the Board's report. The Board shall ensure that an amount equivalent to that mandated under Applicable Laws is spent from the CSR Budget in every financial year, failing which the Board shall disclose the reasons for not spending the said amount in the manner prescribed under the Applicable Laws and;

1. Where the Unspent amount does not relate to any ongoing projects**, transfer such unspent amount to a Fund specified in Schedule VII of the Act within a period of 6 months from the end of the financial year; and

2. Where the Unspent amount relates to ongoing projects**, transfer such unspent amount to a special account for that financial year called the Unspent Corporate Social Responsibility Account (“Unspent CSR Account”) in respect of each CSR Project(s) undertaken within a period of 30 days from the end of the financial year.

The Company shall ensure that such unspent amount is spent 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.

*Ongoing Projects means a project undertaken by a Company in fulfilment of its CSR obligation which must be a multi-year project having a maximum duration of 3 years excluding the financial year in which it was commenced.

The Board on reasonable justification may convert a project which was initially not approved as a multi-year project into ongoing project by extending the duration beyond one year.

DISCLOSURE

The Company’s CSR Policy, Projects/Programs/activities approved by the Board, as well as the composition of the CSR Committee and such other details, as required under the Applicable Laws shall be displayed on the Company’s website.

Interpretation of the CSR Policy

In case of any ambiguity concerning the provisions of this CSR Policy or their interpretation, the power to interpret this CSR Policy and also in respect of matters not covered herein shall rest with the Board whose decision in this regard, pursuant to a reference made to it by the CSR Committee, shall be final and binding.

Revisions to the CSR Policy

The Board may revise/ amend this CSR Policy from time to time based on the recommendations of the CSR committee to bring the same in line with the Applicable Laws or any reasons whatsoever.

Annexure 1

Format of Corporate Social Responsibility Certification

I, ........, Chief Financial Officer of ........ (“the Company”) have reviewed the Corporate Social Responsibility (CSR) expenditure done by the Company for the Financial Year ........ (“period”) as recommended by the CSR Committee and approved by the Board of Directors of the Company in its meeting held on ........ and, do hereby certify that:

1. During the period, the Company was required to spend INR. ........ (Rupees ........) i.e. two per cent of the average net profits of the Company made during the three immediately preceding financial years.

2. Out of total CSR obligation, the Company has spent INR. ........ (Rupees ........) towards CSR activities for the period as approved by the Board on recommendation of CSR Committee, as below:

(Amt. in INR)

S. No. CS Activities (Schedule VII) Details of Project (On-going Project / Other than On-going) Amount approved by the Board to be spent on the Project ActualAmount Spent towards the Project Mode of spending (Direct / Indirect) and details of Implementing Agency, if applicable Unspent amount, if any

(*inclusive of Administrative overhead of INR. ........)

3. the CSR funds so disbursed by the Company have been utilised for the purposes and in the manner as approved by the Board and no/ ….. amount is remaining unspent towards CSR for FY ........ The unspent amount, if any shall be treated in the manner as per the applicable provisions of the Companies Act, 2013 read with rules made thereunder and the CSR Policy of the Company.

CSR Committee Composition

(With Effect From 1st May 2021)

Sl. No. Name of the Member Designation of the Member
1 Mr. Amit Ranade Chairman
2 Mr. Ranjit Babu Member
3 Mr. Nithyanandan Radhakrishnan Member

CSR Projects Approved by the CT Board

MANNER IN WHICH THE AMOUNT IS TO BE SPENT FOR THE FINANCIAL YEAR 2020-21
PROJECT/ ACTIVITIES SECTOR IN WHICH THE PROJECT IS COVERED UNDER SCHEDULE VII OF THE COMPANIES ACT, 2013 ACTIVITY TO BE UNDERTAKEN AMOUNT OUTLAY (PROJECT OR PROGRAM WISE) (IN INR) AMOUNT TO BE SPENT: DIRECT OR THROUGH IMPLEMENT ING AGENCY
Preventive healthcare
1 Promotion of health care including Setting up of 2 (Two) Gymnasiums along INR 1,00,00,000/- Through United Way, Bengaluru
preventive health care with basic civil work at CID HQ, Bengaluru. (Rupees One Crore Only)
(United Way shall execute the project @ 5% administrative expenses (included in INR 1 crore above. Any other costs such as travel. Coordination shall be at actuals and subject to maximum amount of INR 1,00,000/- (INR One Lakh Only).
Promoting Education & Preventive healthcare
2 Promoting Education and Preventive Health Care Provision of nutrition and education to 61 children. INR 6,75,245/-*
(Rupees Six Lakh Seventy-Five Thousand Two Hundred Forty Five Only)
* Education to 61 Children aggregating to INR. 4,62,000/-
* Nutrition to 61 Children aggregating to INR. 2,13,245/-
Directly to Angels Orphanage, Bengaluru
3 Promoting Education and Preventive Health Care Provision of basic amenities like food, and primary education to homeless children*. INR 10,96,090/-
(Rupees Ten Lakhs Ninety-Six Thousand Ninety Only)
*Sanitation & Preventive Healthcare aggregating to INR. 5,81,250/-
*Education aggregating to INR. 5,14,840/-
Directly SATH (Social Association To Help)” Trust
TOTAL INR 1,17,71,335/-