INTRODUCTION

Corporate Social Responsibility (CSR) is closely tied to sustainability, requiring organizations to consider social and environmental factors alongside financial goals. Businesses must acknowledge their impact on communities and adopt a holistic approach to ensure their operations promote societal well-being, environmental responsibility, and long-term economic success along with improving the quality of individuals, their families and the local community at large.

Apex Ecotech Limited (hereinafter to be referred as "the Company") through its CSR activities intends to participate in the overall development of the society and encourage alignment with Social Development Goals (SDGs) related to different segments of society.

The Company’s CSR policy has been framed in accordance with Section 135 of the Companies Act, 2013 and the rules framed thereunder. This Policy is effective from August 26, 2024, as amended from time to time.

This Policy shall apply to all the CSR projects undertaken by the Company, whether such project is executed in collaboration with any other Company or on its own or through any implementing agency.

DEFINITIONS

Act

Act means Companies Act, 2013 (including any statutory modification(s) or re-enactment(s) for the time being in force).

Corporate Social Responsibility (CSR)

CSR means and includes but is not limited to the activities as specified in this policy pursuant to Schedule VII of the Act, but shall not include the following:

• Activities undertaken in pursuance of the normal course of business of the Company.
• Any activity undertaken by the Company outside India except for training of Indian sports personnel representing any State or Union territory at the national level or India at the international level.
• Contribution of any amount directly or indirectly to any political party.
• Activities benefiting employees of the Company.
• Activities supported by the Company on a sponsorship basis for deriving marketing benefits for its products or services.
• Activities carried out for fulfillment of any other statutory obligations under any law in force in India.

CSR Committee

CSR Committee means the CSR committee of the Board as per the provisions of Section 135 of the Act, if any.

CSR Expenditure

CSR Expenditure shall include all expenditure including contribution to corpus, or on projects or programs relating to CSR activities specified in this policy as approved by the Board or the CSR Committee.

CSR Rules

CSR means the Companies (Corporate Social Responsibility Policy) Rules, 2014 read with Companies (Corporate Social Responsibility Policy) Amendment Rules, 2021.

Net Profit

Net profit means the net profit of the Company as per its financial statement prepared in accordance with the applicable provisions of the Act, but shall not include the following namely:

• Any profit arising from any overseas branch or branches of the Company, whether operated as a separate company or otherwise.
• Any dividend received from other companies in India which are covered under and complying with the provisions of section 135 of the Act.

SCOPE OF CSR ACTIVITIES

The Company will undertake CSR activities in the following areas as prescribed under Schedule VII of the Companies Act, 2013 as amended from time to time:

• Eradicating hunger, poverty, and malnutrition, promoting health care including preventive health care and sanitation including contribution to the Swach Bharat Kosh set-up by the Central Government for the promotion of sanitation and making available safe drinking water.
• Promoting education, including special education and employment-enhancing vocational skills specially among children, women, elderly, and differently-abled, and livelihood enhancement projects.
• Promoting gender equality, empowering women, setting up homes and hostels for women and orphans, setting up old age homes, daycare centers and such other facilities for senior citizens and measures for reducing inequalities faced by socially and economically backward groups.
• Ensuring environmental sustainability, ecological balance, protection of flora and fauna, animal welfare, agro-forestry, conservation of natural resources and maintaining quality of soil, air and water including contribution to the Clean Ganga Fund set-up by the Central Government for rejuvenation of river Ganga.
• Protection of national heritage, art and culture including restoration of buildings and sites of historical importance and works of art; setting up public libraries; promotion and development of traditional arts and handicrafts.
• 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.
• Training to promote rural sports, nationally recognized sports, paralympic sports, and Olympic sports.
• Contribution to the Prime Minister’s National Relief Fund or Prime Minister’s Citizen Assistance and Relief in Emergency Situations Fund (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.
• Rural development projects.
• Slum area development, declared as such by the Central Government or any State Government or any other competent authority under any law for the time being in force.
• Disaster management, including relief, rehabilitation, and reconstruction activities.

ANNUAL ACTION PLAN

The Board of the Company or its CSR Committee shall formulate an Annual Action Plan in pursuance of this 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 utilization of funds and implementation schedules for the projects or programmes.
• Monitoring and reporting mechanism for the projects or programmes.
• Details of need and impact assessment, if any, for the projects undertaken by the company.

PROJECT SELECTION

Projects shall be selected based on need identification studies, internal need assessment, or receipt of proposals. Projects shall be evaluated against goals and milestones defined for the project together with the implementing agency (if any).

EXECUTION PROCESS

The Board shall ensure that the CSR Activities are undertaken by the Company itself or through any of the following implementing agencies:

• A company established under section 8 of the Act, or a registered public trust or a registered society, registered under section 12A and 80G of the Income Tax Act, 1961, established by the Company, either singly or along with any other company.
• A company established under section 8 of the Act or a registered trust or a registered society, established by the Central Government or State Government.
• Any entity established under an Act of Parliament or a State legislature.
• A company established under section 8 of the Act, or a registered public trust or a registered society, registered under section 12A and 80G of the Income Tax Act, 1961, and having an established track record of at least three years in undertaking similar activities.

The Company may also collaborate with other companies for undertaking projects or programmes or CSR activities in such a manner that the CSR Committees of respective companies are able to report separately on such projects or programmes in accordance with the CSR Rules.

UTILIZATION OF FUND

The Company shall utilize at least 2 percent of the average net profit made during the last three (3) immediately preceding financial years in the CSR activities as enumerated above in this policy. In any case, if in any year the Company fails to spend such amount on CSR, the Board will, in its report made under section 134 (3) (o) of Companies Act, 2013, specify the reasons for not spending the amount.

SURPLUS ARISING FROM CSR ACTIVITY

Any surplus arising from CSR projects, programs, or activities shall not form part of the business profit of the Company and shall be utilised in the following manner:

• Ploughed back into the same project.
• Transferred to the Unspent CSR Account, from which the said amount shall be spent in pursuance of CSR policy and Annual Action Plan of the Company.
• Transferred to a Fund specified in Schedule VII to the Act, within a period of six months of the expiry of the financial year.

MONITORING MECHANISM

To ensure effective implementation of the CSR programmes undertaken, a monitoring mechanism will be put in place by the Company. The CFO would place a monitoring report of the CSR projects under implementation to the Board or the CSR Committee.

REPORTING MECHANISM

The Board or the CSR Committee, as the case may be, will obtain feedback from beneficiaries about the programmes. CSR initiatives of the Company will also be reported in the Annual Report of the Company.

RESPONSIBILITY OF THE CSR COMMITTEE

• Formulate or recommend modification in the CSR Policy.
• Monitor the Policy from time to time and recommend changes to the Board.
• Recommend the amount of expenditure to be incurred on CSR projects.
• Constitute a transparent monitoring mechanism for ensuring effective and efficient implementation of the CSR projects.

RESPONSIBILITY OF THE BOARD

• Constitute a CSR Committee of the Board, if applicable.
• Disclose the composition of the CSR Committee in the Board’s report.
• Approve the CSR Policy and place it on the company's website.
• Ensure that the activities included in the CSR Policy are undertaken by the Company.
• Ensure that the Company spends at least two percent of the average net profits in CSR activities.
• Specify reasons for not spending the required amount if applicable.
• Monitor the implementation of ongoing projects.
• Approve the Annual Action Plan and make necessary modifications if required.
• Ensure that administrative overheads do not exceed five percent of total CSR expenditure.

AMENDMENTS TO THE POLICY

• The Board of Directors or CSR Committee may amend this policy or the Annual Action Plan as deemed necessary.
• Any revisions will comply with regulations issued by statutory authorities.
• As per the Companies (Amendment) Act, 2020, if CSR expenditure does not exceed ₹50 Lakh, a Corporate Social Responsibility Committee is not required, and its functions shall be discharged by the Board of Directors.

Note: The Companies (Amendment) Act, 2020, has inserted the provision under Section 135(9) of the Companies Act, 2013 that where the CSR expenditure does not exceed ₹ 50 Lakh, the requirement for constitution of the Corporate Social Responsibility Committee shall not be applicable and the functions of such Committee shall be discharged by the Board of Directors of such company