Provana Corporate Social Responsibility (CSR) Policy

3.1 Corporate Social Responsibility (CSR) – Introduction

Provana India Private Limited ("Provana India" or "the Company") is part of Provana Group and has always been committed to conducting its business responsibly and sustainably. Creating a strong business and building a better world are not conflicting goals – they are both essential ingredients for long term success. Provana values empowering individuals both within and beyond the organization.

With the advent of the Companies Act, 2013 constitution of a Corporate Social Responsibility Committee of the Board and formulation of a Corporate Social Responsibility Policy became a mandatory requirement. Therefore, the Company seeks to formulate a robust CSR Policy which encompasses its philosophy and guides its sustained efforts for undertaking and supporting socially useful programs for the welfare & sustainable development of society.

This CSR Policy outlines the Company’s approach toward fulfilling its obligations under Section 135 of the Companies Act, 2013, the Companies (CSR Policy) Rules, 2014, and subsequent amendments.

3.2 CSR Vision, Mission and Guiding Principles

3.2.1 Vision

To contribute meaningfully to society by supporting sustainable, scalable, and impactful initiatives that improve quality of life, enable skill development, empower communities, and promote environmental stewardship.

3.2.2 Mission

To implement CSR programmes that:

1. Promote education, digital empowerment, and livelihood opportunities.
2. Enhance healthcare accessibility for underserved communities.
3. Foster environmental sustainability and climate action.
4. Strengthening community development and social infrastructure.

3.2.3 Guiding Principles

Provana India’s CSR approach shall be anchored in the following principles:

1. Sustainability: Long-term positive impact on one-time activities.
2. Inclusiveness: Focus on vulnerable, disadvantaged, and marginalized sections.
3. Transparency: Clear processes, audit trails, and accountability.
4. Collaboration: Partnership with credible implementation agencies.
5. Compliance: Alignment with the Companies Act 2013 and applicable rules.

3.2.4 Definitions

In this Policy, unless the context otherwise requires:

1. “Act” shall mean the Companies Act 2013 and the rules made thereunder, including any modifications, amendments or re-enactment thereof.
2. “Agency” (or Agencies) means any Section 8 Company or a registered trust/ society/NGO/ institution, performing social services for the benefit of the society and excluding a registered trust/society/ NGO/institution/ Section 8 Company which is formed by the Company or its holding or subsidiary company/companies.
3. “Approved Budget” shall mean the total budget as approved by the Board of the Company upon the recommendation of the CSR Committee, which is to be utilized for CSR Projects.
4. “Board” shall mean the Board of Directors of the Company.
5. “Company” shall mean Provana India Private Limited and wherever the context requires, shall signify the Company acting through its Board.
6. “CSR Annual Plan” shall mean the annual plan detailing the CSR expenditure for the year.
7. “CSR Committee” shall mean the Corporate Social Responsibility Committee constituted by the Board of the Company in accordance with the Act, consisting of three or more directors, out of which at least one director shall be an independent director, if applicable.
8. “CSR Expenditure” means all CSR Expenditure of the Company as approved by the Board upon recommendation of the CSR Committee, including the following:
   1. Contribution to CSR Projects which shall be implemented and/or executed by the Company.
   2. Any other contributions covered in areas or subjects specified under Schedule VII to the Act.
   3. Contribution of any amount directly or indirectly to any political party under section 182 of the Act shall not be considered as CSR Expenditure.
9. “CSR Policy” shall mean the present Corporate Social Responsibility Policy of the Company, which covers the activities to be undertaken by the Company [areas or subjects] as specified in Schedule VII to the Act and the CSR Expenditure thereon.
10. “CSR Projects” or “Projects” means Corporate Social Responsibility projects/activities/ programs/ initiatives instituted in India, either new or ongoing, and include but not limited to those undertaken by the Board in pursuance of recommendations of the CSR Committee as per the declared CSR Policy of the Company.
11. Projects/activities/ programs/ initiatives undertaken in pursuance of normal course of business of the Company and projects which benefit only the employees of the Company and their families shall not be considered as CSR Projects.
12. “Financial Year” shall mean the period beginning from 1st April of every year to 31st March of the succeeding year.
13. “Net profit” shall mean the net profit as per the Act and Rules based on which the specific percentage for CSR Expenditure has to be calculated.
14. “Rules” shall mean the Companies (Corporate Social Responsibility) Rules 2014, including any re-enactment, modifications or amendments thereof.
15. Words and expressions used and not defined in the Policy shall have the same meanings respectively assigned to them in the Act and/or Rules.

3.3 Constitution of CSR Committee

Keeping in line with section 135 of the Companies Act 2013 and the rules thereunder (hereinafter referred to as ‘the Act’), the Board of Directors of the Company shall form a Corporate Social Responsibility Committee (hereinafter referred to as the ‘CSR Committee’), to inter alia, carry out the following functions:

1. To formulate and recommend to the Board, a Corporate Social Responsibility Policy which shall indicate the activities to be undertaken by the Company in areas or subjects specified in Schedule VII of the Companies Act, 2013 and rules made thereunder.
2. To recommend the amount of expenditure to be incurred on the CSR activities.
3. To monitor the implementation of framework of CSR Policy.
4. To carry out any other function as mandated by the Board from time to time and / or enforced by any statutory notification, amendment or modification as may be applicable or as may be necessary or appropriate for performance of its duties.

3.4 CSR Implementation Team

A dedicated CSR coordination team may be appointed internally or outsourced to a specialized agency to:

1. Identify credible implementation partners.
2. Conduct baseline assessments.
3. Manage day-to-day project execution.
4. Prepare reports for the CSR Committee and the Board.

3.5 Due Diligence Checklist for CSR Partners

Before engaging any NGO, trust, or Section 8 company, Provana India shall conduct a detailed due diligence review, including:

1. Defined process for proposal submission, committee approval, fund disbursement, and reporting.
2. Verification of registration under CSR-1 (mandatory under CSR rules).
3. Review of 12A/80G income tax exemptions.
4. Assessment of past three-year project performance and financial statements.
5. Review of governance structure, key personnel, and credibility.
6. Verification of absence of litigations or adverse regulatory actions.
7. Site visits where feasible
8. Confirmation of capacity to deliver measurable outcomes.
9. Only partners meeting the above criteria shall be considered for CSR funding.

3.6 Donation Governance Framework

Provana India shall adopt a structured governance approach for CSR donations:

1. Donations shall be aligned strictly with Schedule VII and approved by the CSR Committee.
2. All beneficiaries must provide a formal proposal outlining objectives, budgets, timelines, and expected impact.
3. Funds will be released in tranches based on milestones.
4. Mandatory submission of Utilization Certificates (UCs) and progress reports.
5. Independent verification or audits may be conducted if required.
6. Final impact summary will be documented and reported to the Board.

3.7 Identification of CSR Projects

Provana India shall undertake CSR activities as prescribed in Schedule VII of the Companies Act, 2013. Priority areas include.

3.7.1 Education & Skill Development

1. Digital literacy programmes for youth and women.
2. Scholarships for underprivileged students.
3. Sponsorship of vocational training and employability programmes.
4. School infrastructure support (smart classrooms, libraries, sanitation).

3.7.2 Healthcare & Well-being

1. Primary health camps and preventive health awareness drives.
2. Maternal and child health initiatives.
3. Mental health support initiatives.
4. Support for disability, assistive devices, and rehabilitation services.

3.7.3 Community Development

1. Clean drinking water facilities.
2. Sanitation and hygiene (WASH) projects.
3. Rural development infrastructure.
4. Support for orphanages, old-age homes, and shelters.

3.7.4 Technology for Social Good

1. AI-driven community development projects.
2. Digital infrastructure for non-profits.
3. Tech-enabled grievance redressal or citizen service platforms.

Preference will be given to local areas where the Company operates, without restricting the Company from undertaking CSR activities in other regions.

3.8 Implementation of CSR Projects

The Company shall implement the identified CSR Projects by the following means

3.8.1 Indirect Method

The Company may implement the identified CSR Projects through Agencies, subject to the condition that:

1. The activities pursued by the Agency are covered within the scope and ambit of Schedule VII to the Act provided
2. The Agency has an established track record of at least three years in undertaking similar programs or projects, and
3. The Company has specified the Project to be undertaken through the Agency which shall preferably be in Thrust Areas, the modalities of utilization of funds on such Projects and the monitoring and reporting mechanism which shall be at least once in three months.
4. Clear guidelines for volunteering, participation process of the Provana management including tie-ups with such agencies to carry out CSR activities.

Such donations shall be made only to entities registered under Section 12A/80G of the Income Tax Act and those compliant with CSR-1 requirements, wherever applicable.

The Company shall mandatorily obtain Utilization Certificates (UCs) and support documentation from all implementing partners and funds receiving CSR contributions. These certificates shall detail the actual use of funds, project progress, beneficiary reach, and compliance with CSR objectives. The CSR Committee shall review these UCs as part of its monitoring responsibilities.

3.9 Fund Allocation

Provana India Private Limited shall allocate at least 2% of the average net profits of the Company made during the three immediately preceding financial years towards CSR activities, in accordance with Section 135 of the Companies Act, 2013.

3.9.1 Treatment of Unspent Amounts

1. Amounts relating to ongoing projects shall be transferred to the Unspent CSR Account within 30 days of the financial year end.
2. Any unspent amount not related to ongoing projects shall be transferred to a Fund specified in Schedule VII within six months.

3.10 Project Approval, Monitoring & Reporting

3.10.1 Project Approval Process

All CSR projects must be approved by the CSR Committee and ratified by the Board. Proposals should include.

1. Need assessment and baseline data.
2. Budget and timelines.
3. Monitoring indicators and expected outcomes.
4. Sustainability and exit plan
5. Risk management with regard to financial misuse, partner credibility and other issues.

3.10.2 Monitoring Framework

Provana India shall adopt a robust monitoring mechanism that includes

1. Quarterly project reviews by the CSR Committee.
2. Field visits and partner audits
3. Real-time dashboards (if applicable)
4. Progress reports and utilization certificates from implementing agencies
5. Minimum 8-year retention of CSR Documents for statutory and audit requirements

3.10.3 Impact Assessment

Where mandatory (CSR spend ≥ INR 10 crore in three preceding years), Provana India shall conduct independent impact assessments and place the report before the Board.

3.10.4 Duties and Responsibilities

The Board shall disclose CSR expenditure and performance in its directors’ report. The CSR Committee shall ensure implementation, monitoring, allocation, reporting of CSR activities in compliance with applicable laws.

3.10.5 Policy Review & Amendment

The CSR Committee shall review this Policy annually or as may be required due to amendments in regulations or business priorities. Any changes shall be recommended to the Board for approval.

3.10.6 Conclusion

Provana India Private Limited is committed to pursuing impactful and inclusive CSR initiatives that contribute to society’s well-being while promoting environmental sustainability. This Policy sets a structured, transparent, and future-ready framework to ensure that CSR investments create measurable and lasting value.