• Purpose

The Corporate Social Responsibility & Sustainability Committee (“Committee”) of Sagility India Limited (“the Company”) is constituted pursuant to and in accordance with the applicable provisions of Companies Act 2013 and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulation, 2015, as amended from time to time.  The Committee’s primary objective is to identify the areas of Corporate Social Responsibility (CSR) activities, recommending the amount of expenditure to be incurred on the identified CSR activities and implementing and monitoring the CSR policy from time to time.

Further, the Committee also supports Sagility India Limited, its parent company, subsidiaries and affiliates (“the Group) in its sustainability initiatives, which include setting up Sustainability targets, upholding the vision and goals defined, monitoring progress against the stated vision and goals and review any statutory compliance as may be required for ESG parameters. 

The Committee reports to and is accountable to the Board of Directors (‘Board’) of the Company. 

• Organization/ Membership

The Committee shall comprise of at least 3 directors, including at least 1 being an independent director.

• Meetings

The Committee shall meet as and when deemed necessary, in accordance with the annual meeting schedule, at the call of the Chair or a majority of the members. 

• Committee Duties and Responsibilities

Corporate Social Responsibility (CSR) 

In accordance with the Companies Act, 2013 and Rules made thereunder:

• To formulate and recommend to the Board, a Corporate Social Responsibility Policy stipulating, amongst others, the guiding principles for selection, implementation and monitoring the activities as well as formulation of the annual action plan which shall indicate the activities to be undertaken by the Company as specified in Schedule VII of the Companies Act and the rules made thereunder and make any revisions therein as and when decided by the Board;

• To review and recommend the amount of expenditure to be incurred on the activities referred to in (a) and amount to be incurred for such expenditure shall be as per the applicable law;

• To identify corporate social responsibility policy partners and corporate social responsibility policy programmes;

• To review and recommend the amount of expenditure to be incurred for the corporate social responsibility activities and the distribution of the same to various corporate social responsibility programmes undertaken by the Company;

• To delegate responsibilities to the corporate social responsibility team and supervise proper execution of all delegated responsibilities;
• To review and monitor the Corporate Social Responsibility Policy of the company and its implementation from time to time, and issuing necessary directions as required for proper implementation and timely completion of corporate social responsibility programmes;

• To do such other acts, deeds and things as may be required to comply with the applicable laws; 

• To take note of the Compliances made by implementing agency (if any) appointed for the corporate social responsibility of the Company;

• The Corporate Social Responsibility Committee shall formulate and recommend to the Board, an annual action plan in pursuance of its corporate social responsibility policy, which shall include the following:

1. the list of corporate social responsibility projects or programmes that are approved to be undertaken in areas or subjects specified in Schedule VII of the Companies Act;
2. the manner of execution of such projects or programmes as specified in the rules notified under the Companies Act; 
3. the modalities of utilisation of funds and implementation schedules for the projects or programmes; 
4. monitoring and reporting mechanism for the projects or programmes; and
5. details of need and impact assessment, if any, for the projects undertaken by the Company; and 

• To perform such other activities as may be delegated by the Board or specified/ provided under the Companies Act, 2013 or by the SEBI Listing Regulations or statutorily prescribed under any other law or by any other regulatory authority.

• Sustainability

The Sustainability programme of the Company will be governed by the CSR & Sustainability Committee that has been appointed by the Company Board. The Committee will govern the Sustainability programme through the Sustainability Council. The Sustainability Council will be led by the Sustainability Head and presided by the CEO. The Sustainability Head has the power to modify the membership of the council basis alignment and approval of the CEO.

  

Roles and Responsibilities

• Guide the direction: 

1. Guide the creation of the Sustainability Vision & Goals of the company 
2. Promote creation of a Sustainability Council focused on sustainable initiatives 

• Have progress oversight: 

1. Maintain oversight over the sustainability progress and overall sustainability agenda
2. Maintain oversight over progress on stakeholder sustainability metrics 

• Approve: 

1. Budgets proposed by Sustainability Core Group
2. All material disclosures that pertain to Sustainability matters

• Report: 

1. Periodically report to the Board on Sustainability matters
2. Report and flag current and emerging Sustainability matters that may affect the business, operations, performance, or public image of the Company, or are otherwise pertinent to the Company and its stakeholders, to the senior management and Board as appropriate
3. Give advice to the Sustainability Head and Sustainability Council on how the Company’s policies, practices and disclosures can be adjusted to or address current and emerging Sustainability matters

Version control: Initially approved on June 24, 2024; revised on February 05, 2025