Corporate Social Responsibility Policy

“Bahujana hitaya, bahujana sukhaya”

“For the benefit of many, for the happiness of many" – Rigveda

1.0 Context

WHISK Software Private Limited (a subsidiary of GSPANN Technologies Inc.) (hereinafter called ‘Company’) has been an early adopter of Corporate Social Responsibility (CSR) initiatives. Along with sustained economic performance, we also believe in environmental and social stewardship as key factors of holistic business growth.

We established the Committee to provide a dedicated approach to community development and fulfill our CSR commitments. The Company works towards removing malnutrition, improving healthcare infrastructure, supporting primary education, and supporting underprivileged girl children in their education. The Company partners with non-government organizations (NGOs) to make a difference in local communities. The Company’s focus has always been to contribute to the sustainable development of society and the environment, and to make our planet a better place for future generations.

2.0 Definitions

2.1 “Act” shall mean the Companies Act, 2013, and includes any other rules, regulations made under the Act, statutory amendments, from time to time, and any other statutory enactment thereof.

2.2 “Board” shall mean Board of Directors of the Company.

2.3 “CSR” shall mean Corporate Social Responsibility as defined in Section 135 of the Act, 2013, and rules made there under.

2.4 “Committee” shall mean the CSR Committee formed by the Board of Directors of the Company.

2.5 “Activities” shall mean the CSR activities as prescribed by the Committee to the Board in cohesion with those enunciated in Schedule VII of the Act, 2013.

2.6 "CSR Policy" or “Policy” shall mean and refer to this CSR Policy of the Company.

2.7 “Sustainable Development Goals” or “SDG” shall mean the goals established in 2015 by the United Nations General Assembly; 17 SDGs were created by the UN in order to “transform the world by 2030.

3.0 Objectives

CSR Policy intends to:

3.1 Strive for economic development that positively impacts the society at large and drives measurable change in our communities.

3.2 Embrace responsibility for the Company’s actions and encourage a positive impact through its activities on hunger, poverty, malnutrition, environment, communities, stakeholders, and society.

3.3 Inspiring our actions as societal change-makers and instilling great pride in knowing what we can do best by applying our skills and expertise to accelerate positive societal impact.

4.0 Focus Areas

In accordance with the requirements under the Act, the Company’s Activities will mainly focus on:

4.1 Hunger, Poverty, Malnutrition: Eradicating extreme hunger, poverty, and malnutrition to promote better health.

4.2 Education: Promoting education, especially for women, the elderly, and differently-abled people, and fostering livelihood enhancement projects; giving non-monetary contributions to academic institutions (like books and stationary) to students in their studies.

4.3 Environmental Sustainability: Ensuring environmental sustainability, ecological balance, protection of flora and fauna, conservation of natural resources, etc.

5.0 Undertaking Activities

The Company undertakes the Activities that are approved by the Committee.

6.0 Goals and Actions

The Company aligns with the United Nations’ sustainable development goals (SDGs) and has adopted the causes of the following goals:

6.1 Hunger, poverty, and malnutrition (SDGs 1 and 2) – The Company works with various non-profit organizations and donates grains, pulses, oil, etc., which are required for the underprivileged community.

6.2 Education (SDG 4) – The Company focuses on education by providing underprivileged students with books and stationery.

6.3 Gender equality (SDG 5) – The Company focuses on promoting gender equality and empowering women in all strata of society.

6.4 Environmental sustainability (SDGs 6, 7, 11, 12, 13, 14, and 15) - The Company is working toward ensuring environmental sustainability, ecological balance, and protection of flora and fauna.

7.0 Composition of Committee

7.1 The Committee shall be constituted with two Directors and other persons as required.

7.2 The Chairperson of the Committee shall be elected by the members of the Committee. The Chairperson of the Committee can be any member of the Committee.

7.3 Tenure of the membership in the Committee shall be based on the tenure of their respective position in the Company.

7.4 The Committee is being formulated with the following Directors and other non-Directors:

7.5 The Members of the Committee may be changed by the Board of Directors as and when required

8.0 Meeting requirements

8.1 The Committee members will meet as and when required.

8.2 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 Member of the Committee and any other person required to attend not later than seven days before the date of the meeting. The Meeting can be held at any place as the Board decides.

8.3 A Committee Member who is unable to attend a Committee Meeting in person may participate by audio-visual or by way of video conference as well.

8.4 Presence of any two members of the Committee shall form the Quorum.

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

8.6 Any person other than a Member of the Committee may attend the Meeting.

8.7 All decisions of the Committee shall be taken by a simple majority. In case of equality of votes on any matter, the Chairperson shall have a casting vote.

8.8 The Committee can also pass the resolution by circulation if the draft Resolution, along with the necessary papers, has been circulated to all the members of the Committee (not being less than the Quorum fixed for a meeting of the Committee), has been approved by a majority of members, who are entitled to vote on the resolution.

9.0 Minutes

9.1 Any authorized person, designated from time to time, 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.

9.2 Draft minutes of Committee meetings shall be circulated promptly to all Members of the Committee and should be signed by the Chairperson of that meeting not later than 30 days after the meeting. Signed and confirmed Minutes shall be conclusive evidence of such proceedings and resolutions.

9.3 Minutes of all Committee meetings will be open for inspection at any reasonable time on reasonable notice by any member of the Committee.

9.4 Minutes of the Committee meeting shall be recorded in loose leaf bound sheets and shall be initialed by the Chairperson or in an electronic form and shall be signed by the Chairperson.

10.0 Role of Board

The responsibilities of the Board shall include:

10.1 Approval of Policy after considering recommendations of the Committee.

10.2 Ensuring Policy Activities are undertaken.

11.0 Responsibilities of the Committee

The responsibilities of the Committee shall include:

11.1 Formulating and recommending the Policy to the Board and indicating Activities to be undertaken.

11.2 Recommending the amount of expenditure for the Activities.

11.3 Monitoring Activities from time to time.

11.4 Reviewing the Company Policy from time to time.

12.0 Governance

The Company undertakes Activities as per the provisions of the Act. Accordingly,

support the Committee in implementing the Activities of the Company.

13.0 Funding

13.1 The Committee will deliberate on the proposals and approve funding for implementation at its discretion.

13.2 The Committee will collaborate with stakeholders to monitor the status of each project and will report its findings, if any.

13.3 The Company shall allocate a budget towards each of the Activities falling within the purview of the objectives of this Policy.

13.4 The CSR expenditure shall include all actual expenditures relating to the Activities recommended by the Committee and approved by the Board but shall not include any expenditure that does not fall within the purview of Schedule VII of the Act.

14.0 Amendments to the Policy

The Board shall have the power to amend the Policy at any point in time on their own or on the recommendation of the Committee.

15.0 Contact us

15.1 Please reach out to csr@gspann.com for any further information or updates.