1. Environmental Sustainability: We are committed to lowering our carbon footprint and supporting environmentally friendly practices throughout our activities. We have developed recycling initiatives, energy-efficient technologies, and set aggressive goals to cut greenhouse gas emissions.

2. Involvement in the Community: We believe in giving back to the communities in which we operate. We support local groups and charities that share our values and goal, and we encourage our workers to give their time and talents to help others.

3. Ethical Business Practices: We are devoted to conducting business in a responsible and ethical manner. We strictly adhere to all rules and regulations, and we have processes in place to ensure that our suppliers and partners do as well.

We understand that our influence extends beyond our own operations and that we have a responsibility to be good corporate citizens. We will continue to strive for sustainable and responsible company methods, and we are excited to make a positive difference in the world around us.

In accordance with the provisions of Section 135 of Companies Act, 2013, read with Schedule VII of the Companies Act, 2013 (“the Act”) and the Companies (Corporate Social Responsibility Policy) Rules, 2013 (“the Rules”), the Corporate Social Responsibility (CSR) Policy of Amba Enterprises Limited ("AEL or the Company") was formulated by the Board of Directors of the Company at their meeting held on 14^th November,2022. This policy will be subject to the provisions of the aforesaid Act and Rules (as amended from time to time).

This Policy has been formulated in compliance with Section 135 of the Companies Act, 2013 read along with the applicable rules thereto including any statutory modification or reenactment thereof.

1. The CSR Policy sets out our commitment to ensuring that our activities extend beyond business and include initiatives and endeavors for the benefit and development of the community and society. The CSR Policy lays down the guidelines for undertaking programs geared towards social welfare activities or initiatives.
2. This CSR Policy has been framed in accordance with the applicable provisions of the Companies Act, 2013 ("Act") and the rules issued thereunder.
3. Notwithstanding anything to the contrary contained in this CSR Policy but subject to applicable law, in the event that the Company fails to meet the thresholds set out under Section 135(1) of the Act for three consecutive financial years, it shall not be required to:
   1. Constitute/maintain the CSR Committee; and
   2. Comply with the provisions of this CSR Policy till such time as it again meets the criteria specified in Section 135(1) of the Act.

III. Scope

This Policy shall apply to all CSR projects/ programmers /activities undertaken by the Company, as per Schedule VII of the Act.

IV.  Definitions:

1. "Act" means the Companies Act, 2013 including any statutory modification or reenactment thereof.

2. "Board" means the Board of Directors of the Company.

3. "Board's Report" shall mean report of the Board of Directors prepared in accordance with section 134(3) of the Companies Act, 2013.

4. "Company" means Amba Enterprises Limited, a Company registered under the Companies Act 1956 having its Registered Office at S.No.132, H No. 1/4/1, Premraj Industrial Estate, Shed no., B-2,3,4, Dalviwadi, Nanded Phata, Pune -411041

5. "Corporate Social Responsibility (CSR) Activities" means the activities includes but is not limited to projects or programs relating to activities undertaken by the Board of Directors of the Company in pursuance of recommendations of the CSR Committee of the Board as per declared CSR Policy of the company subject to the condition that such policy will cover subjects enumerated in Schedule VII of the Act.

       However, CSR Activities shall not include the activities being undertaken by the Company in its normal course of business.

6. CSR Committee means the Corporate Social Responsibility Committee of the Board referred to in Section 135 of the Act.

7. CSR Policy means the Corporate Social Responsibility Policy as set out herein and as amended or modified from time to time.
8. Net Profit means the net profit of the Company as per its financial statement prepared in accordance with applicable provisions of the Act (Section 198), but shall not include the following viz:

1. Any profit arising from any overseas branch or branches of the Company, whether operated as a separate company or otherwise and
2. Any dividend received from other companies in India, which are covered under and complying with the provisions of Section 135 of the Act Provided that net profit in respect of a financial year for which the relevant financial statements were prepared in accordance with the provisions of the Companies Act, 2013, shall not be required to be re-calculated in accordance with the provisions of the Act.

The Board of Directors of the Company shall constitute a committee called the "Corporate Social Responsibility Committee" ("CSR Committee") in accordance with the provisions of Companies Act, 2013 and rules made there under. The CSR Committee will consist of 3 or more directors, out of which a at least one Director shall be an Independent Director, or such other number of directors as the Board of Directors of the Company may determine from time to time. The Board of Directors may change the composition of the CSR Committee from time to time in such manner as it thinks fit.

The CSR Committee shall have, inter alia, the following roles, powers and responsibility:

1. Formulate and recommend to the Board of Directors of the Company, a Corporate Social Responsibility Policy ("CSR Policy") indicating the activities to be undertaken by the company as specified in Schedule VII of the Act and any amendments therein;
2. to recommend the amount of expenditure to be incurred on activities referred to in clause (i);
3. Develop and approve various CSR projects, programs and activities to be undertaken from time to time either directly by the Company or through other entities
4. Determine modalities of execution of such CSR projects, programs and activities
5. Undertake all necessary steps to implement the CSR activities
6. Authorize and approve CSR expenditure from time to time subject to the limits approved by the Board of Director
7. Monitor the CSR Policy and activities from time to time.
8. Carry out all such acts, deeds, matters and things as may be required in connection with aforesaid matters and generally for any matter connected with the CSR policy of the Company
9. To perform such functions as may be entrusted by the Board of Directors from time to time.

1. After taking into account the recommendations made by the CSR Committee, approve the CSR Policy for the Company.
2. Ensure that the CSR activities included in this Corporate Social Responsibility Policy are undertaken by the Company.
3. The Board of the Company may decide to undertake its CSR activities approved by the CSR Committee, through a registered trust If such trusts not established by the company, it shall have an established track record of three years in undertaking similar programs or projects/activities;
4. Ensure that in each financial year the Company spends at least 2% of the average net profits of the company made during the three immediately preceding financial years, calculated in accordance with Section 198 of the Act, in pursuance of its CSR policy. Further, while spending the amount earmarked for CSR activities, preference should be given to local areas and areas around the Company where it operates,
5. As per Section 135 of the Act, specify the reasons for under spending the CSR amount in the Board's Report.

VII. Constitution of Corporate Social Responsibility Committee

The Board of Directors of the Company has constituted a Corporate Social Responsibility Committee of the Board (“CSR Committee”) consisting of three directors, namely

1. Dhirendra Popatlal Mehta
2. Ketan Harilal Mehta
3. Sarika Sumit Bhise

VIII. MEETINGS OF THE CSR COMMITTEE:

Subject to provisions of Companies Act, 2013 and rules made thereunder, the CSR Committee may meet at such intervals, in such manner and may carry out matters in such manner and function generally as per such guidelines mentioned below;

1. The meetings and proceedings of the CSR Committee will be governed by the Companies Act, 2013 and rules made thereunder and specifically ‘Companies (Corporate Social Responsibility Policy) Rules, 2014’ and Company’s Articles of Association regulating the meetings and proceedings of Directors.
2. Meetings of the CSR Committee shall be summoned by the Company Secretary as directed of the Chairman or any member thereof.
3. Meetings shall be held at such times as the CSR Committee deems appropriate, and in any event shall be held not less than two times in a year.
4. The meetings of the CSR Committee shall be chaired by the CSR Committee Chairman. In the absence of the CSR Committee Chairman, the members present shall elect one of them to chair the meeting.
5. Quorum shall be two members personally present at the meeting. A duly convened meeting of the CSR Committee at which a quorum is present shall be competent to exercise all or any of the authorities, powers and discretions vested in or exercisable by the CSR Committee.
6. Voting at Meetings: No one other than the CSR Committee Chairman and other members is entitled to vote at a meeting of the CSR Committee
7. The Company Secretary shall act as the secretary of the CSR Committee and shall keep a record of the membership of and the dates of any changes to the membership of the CSR Committee.
8. The Company Secretary shall be responsible to record the minutes of the meetings of the CSR Committee. The Secretary shall record the proceedings and resolutions of meetings of the CSR Committee and shall circulate the minutes of such meetings to all members of the CSR Committee, the chairman of the Company, the Managing Director of the Company and the Chief Financial Officer and, if the Chairman so decides, to all members of the Board.

IX. CSR Activities:

For purposes of focusing its CSR efforts in a continued and effective manner, the following areas have been identified:

1. Eradicating hunger, poverty and malnutrition, promoting preventive health care and sanitation including contribution to the Swachh Bharat Kosh set-up by the Central Government for the promotion of sanitation and making available safe drinking water.
2. Promoting education including special education and employment enhancing vocation skills specially among children, women, elderly and differently able and livelihood enhancement projects
3. Ensuring environmental sustainability, ecological balance, protection of flora and fauna, animal welfare and agroforestry, 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
4. contributions or funds provided to technology incubators located within academic institutions which are approved by the Central Government.
5. 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.

IX. IDENTIFYING THIRD PARTY BODIES FOR IMPLEMENTING CSR PROJECTS / PROGRAMMES:

The CSR Programs shall be implemented by the Company through the trust as may be approved by the CSR Committee.

It is the responsibility of the CSR Committee, while the implementation modality of a CSR project / programme is defined, to ensure that the external body who would execute the said project / programme is clearly identified.

XI. Target Group:

The Company shall ensure that in identifying its CSR Projects, preference shall be given to the local area and areas around which the Company operates. However, this shall not bar the Company from pursuing its CSR objects in other areas.

XII. CSR Monitoring and Reporting Framework

In compliance with the Act and to ensure funds spent on CSR Activities are creating the desired impact on the ground a comprehensive Monitoring and Reporting framework has been put in place.

The CSR Committee shall monitor the implementation of the CSR Policy through periodic reviews of the CSR activities

The respective CSR personnel will present their annual budgets along with the list of approved CSR activities conducted by the Company to the CSR Committee together with the progress made from time to time as a part of the evaluation process under the monitoring mechanism.

XIII. Budget for CSR Activity& CSR Expenses

The Company shall allocate the budget for CSR activities. The minimum budgeted amount for a financial year shall be 2% of the average net profit of three immediately preceding financial years. The Company may allocate more fund/amount than the amount prescribed under section 135 of the Companies Act, 2013, for the CSR activities for any financial year. The Committee shall calculate the total fund for the CSR activities and recommend to the Board for the approval. The Board shall approve the total fund to be utilized for CSR activity for respective financial year. CSR expenditure shall include all expenditure including contribution to corpus for projects or programs relating to CSR activities approved by the Board on the recommendation of its CSR Committee, but does not include any expenditure on an item not in conformity or not in line with activities which fall within the approved CSR activities.

1. The Board of Directors shall endeavor to the best efforts that the Company spends, in every financial year, at least two per cent of the average net profits of the Company made during the three immediately preceding financial years and computed in accordance with the provisions of 198 of Companies Act, 2013 read-with the Companies (Corporate Social Responsibility Policy) Rules, 2014.
2. The CSR activities undertaken in India only shall amount to CSR Expenditure.
3. CSR Expenditure shall include all expenditure including contribution to corpus for CSR activities approved by the Board on the recommendation of the CSR Committee but does not include any expenditure on an item not in conformity or not in line with activities which fall within the purview of Schedule VII of the Act.
4. Any surplus arising out of CSR projects, programs and activities shall not form part of the business profits of the Company.
5. The Board shall ensure that the administrative overheads shall not exceed 5% of the total CSR expenditure of the Company for the financial year.
6. Treatment of Unspent CSR amount:

If the Company fails to spend 2% of the average net profits, the unspent amount shall be treated as follows:

1. If the unspent amount is not related to ongoing projects: The Board shall in its report specify the reasons for not spending the amount and transfer such amount to a fund specified in Schedule VII within a period of six months of the expiry of the financial year.
2. If the unspent amount relates to an ongoing project: The amount shall be transferred within a period of 30 days from the end of the financial year to a specific account to be opened by the Company in any scheduled bank. This bank account shall be called the Unspent Corporate Social Responsibility Account.
3. Failure to spend on ongoing project in 3 years: The Company shall transfer the amount to a fund specified in Schedule VII within a period of 30 days from the date of completion of the third financial year.

XIV. Disclosure of the Policy

The CSR policy recommended by the CSR Committee and approved by the Board shall be displayed on the Company's website and shall be disclosed in the Board's report as well.

XV. CSR Reporting

The Board Report of a Company shall include an Annual Report on CSR containing particulars specified in Annexure to the CSR Rules as per the prescribed format.

XVI. Miscellaneous

This policy shall be updated from time to time, by the Company in accordance with the amendments, if any, to the Companies Act, 2013, rules made thereunder or any other applicable enactment for the time being in force.