Corporate Social Responsibility Policy

About CleverTap

CleverTap is the all-in-one customer engagement platform that helps brands personalize and optimize all consumer touch points to improve user engagement, retention, and lifetime value. 

CSR Philosophy

 CleverTap Private Limited (CleverTap) believes that the role of the company should not be limited to aggressively achieving its business objectives but should mandatorily include pro-active service to the society in which it operates. The company driven with the objective of making an impact-oriented contribution for the betterment of the environment and for the up-liftment of the weaker sections of the society seeks to take positive steps towards it. The Company understands that there is a need to strike a balance between the overall objectives of achieving corporate excellence vis-à-vis the company’s responsibilities towards the community.CleverTap Private Limited (CleverTap) also believes in fostering a culture of caring, trust, and continuous learning to meet the expectations of key stakeholders and society at large. The company highly values its employees, customers, partners, investors, and the communities within which it operates. In adherence to our commitment to responsible corporate citizenship, CleverTap is investing in affirmative action initiatives geared towards education and skills development programmes that enable and support under-resourced communities. We strive to empower them with the necessary capabilities to enhance their participation in the economy and contribute to their own growth and in turn the nation’s.  The CSR Policy of the Company has been formulated and brought into effect in order to enable the company to fulfill its responsibilities of contributing to the larger good of the people and the planet. 

CSR Framework

The CSR Policy framework details the mechanisms for undertaking various programmes in accordance with section 135 of the Companies Act, 2013. The CSR Policy framework of the Company may include multiple programmes and initiatives such as education, healthcare, skill development, rural development, sanitation, environment, and sustainability, among others. With an orientation to understanding the specific needs of the communities, these programs will be undertaken to ensure that they are relevant, impactful, and sustainable. Our CSR policy framework is developed to assist the Company in undertaking well-planned initiatives that are participatory, outcome-oriented and measurable. 

I. PURPOSE OF THE POLICY

This policy, which encompasses the company’s philosophy for delivering its responsibility as a corporate citizen and lays down the guidelines and mechanism for undertaking socially useful programmes for welfare & sustainable development of the community at large. It has been prepared keeping in mind the company’s business ethics and to comply with the requirements of Companies Act, 2013 read with Schedule VII (hereinafter called as “the Act”) and the Companies (Corporate Social Responsibility Policy) Amendment Rules, 2021, notified by the Ministry of Corporate Affairs vide Notification dated 22nd January 2021. This policy shall apply to all CSR initiatives and activities taken up for the benefit of different segments of the society. The objectives of this policy are to:

• Serve as the principal guiding document for CleverTap Private Limited’s CSR initiatives
• Describe core programmatic themes and related impact areas as per Schedule VII of the Act
• Outline projects and geographies for undertaking CSR initiatives
• Provide the framework for selection, implementation, governance, management and
• Monitoring of CSR initiatives and formulation of the Annual Action Plan

• II. POLICY STATEMENT

CleverTap Private Limited’s CSR Policy aims to enhance social development,  economic empowerment, and environmental sustainability,  through an integrated, holistic, and need-based approach by way of: 

• Supporting socio-economic development of underprivileged communities through improved access to livelihoods, sanitation, water, healthcare, and education
• Endeavoring to integrate the cause of women empowerment while designing the projects
• Promoting renewable energy by creating opportunities for access and awareness
• Contributing to the protection of national heritage, art, and culture
• Contributing to relief and rehabilitation measures in disaster-affected parts of the country
• Assistance during calamities

The projects will be selected and developed with the objective of providing a long-term sustainable impact on communities in rural, semi-urban, or urban areas, across India. Only those projects that are over and above CleverTap Private Limited’s normal course of business will be defined as CSR.

• III. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE(CSRC)

• (A) Composition:

The Corporate Social Responsibility Committee shall consist of 2 Directors. As the company is not required to appoint an independent director under sub-section (4) of section 149, CSRC of the company shall consist of two or more directors. The below is the Composition of CSRC. 

Sr. No.	Name	Designation
1	Anand Jain	Director and Chairman of the Committee
2	Suresh Kondamudi	Director and Member of the Committee

 Internal Committee (CSR) 8.1. Composition of Internal Committee (CSR)  In addition to the CSR Committee of the Board, the Company shall have an Internal Committee (CSR) consisting of the below mentioned Senior Management personnel/Key Managerial Personnel of the Company who shall be responsible for identification and then subsequently proposing to the CSR Committee on the list of entities/beneficiaries wherein various plans/budget for the CSR activities of the Company may be undertaken. The Internal Committee (CSR) shall assist the CSR Committee in implementation and monitoring of the planned CSR activities effectively and efficiently. The Internal Committee (CSR) shall consist of below designated executives of the Company: Mr. Sourabh Arora (VP – Finance)Ms. Heena Bawa (VP – HR)Ms.Sony Shetty (Director – Corporate Marketing)Role of Internal Committee (CSR)  

• The Internal Committee (CSR) shall conduct requisite due diligence at the time of identification of any entity/beneficiary for CSR Activities of the Company. Such due diligence shall include but not be limited to ascertaining their CSR Registration Number, track record of community service, governance and management standards, scope & reach of work, and impact on society and financial accountability, etc, among other parameters. 
• The Company shall enter into a Memorandum of Understanding (MoU) or other binding agreements with such entity/ beneficiary, setting out the terms and conditions relating to the proposed interventions with regard to the CSR Project/Activities, as deemed appropriate. 

• In case of adverse findings or non-compliance with any requirements by the entity/beneficiaries, the Internal Committee (CSR) without any recourse shall have the authority to not disburse the approved CSR outlay to such entity/beneficiary and the same shall be reported to the CSR Committee.

• (B) Meetings:

The above Committee(s) shall hold meeting as and when required, to discuss various issues on implementation of the CSR Policy of the Company.

• (C) Quorum:

The quorum for a meeting of the above Committee(s) on CSR shall be one-third of its total strength (any fraction contained in that one-third being rounded off as one), or two members, whichever is higher.

• (D) Role of CSR Committee:

1. To formulate and recommend to the Board, a Corporate Social Responsibility Policy which shall indicate the activities to be undertaken by the company as specified in Schedule VII of Section 135 of the Companies Act 2013.
2. To recommend the amount of expenditure to be incurred on the specified activities in a financial year.
3. To monitor the Corporate Social Responsibility Policy of the company from time to time.
4. To recommend the Board on the guiding principles for selection, implementation and monitoring of CSR activities.
5. To formulate and recommend to the Board, an Annual CSR Action Plan in pursuance of its CSR policy.
6. To recommend the Board to alter the Annual CSR Action Plan at any time during the financial year based on the reasonable justification to that effect.
7. All the decisions of the CSRC shall be taken by way of a resolution passed by a majority of members of the CSRC present and voting.
8. Any other matter/thing as may be considered expedient by the members in furtherance of and to comply with the CSR Policy of the Company.

The amount of expenditure that the company must undertake on its CSR activities shall be such as shall be recommended by the CSRC. However, the amount so recommended shall not be lesser than two percent of the average net profits of the company made during the three immediately preceding financial years. 

• (E) Role of Board of Directors:

1. The Board of Directors shall, after considering the recommendations made by the CSR committee, approve the CSR policy and the Annual CSR Action Plan of the company.
2. The Board of Directors shall endeavor that the Company spends 2% of the average pre-tax net profits of the Company made during the 3 immediately preceding financial years in pursuance of its CSR Policy.
3. The Board of Directors of the Company shall disclose the composition of the CSR Committee, and CSR Policy and Projects approved by the Board on their website, if any, for public access. 
4. The Board may extend a non-ongoing project beyond one year based on reasonable justification.
5. The Board shall ensure that the CSR activities are undertaken by the Company itself or through a registered and eligible Implementation Agency.
6. The Board of the Company shall satisfy itself that the funds so disbursed have been utilized for the purposes and in the manner as approved by it.
7. In case of ongoing project, the Board of the Company shall monitor the implementation of the project with reference to the approved timelines and year-wise allocation and shall be competent to make modifications, if any, for smooth implementation of the project within the overall permissible time period.
8. The Board may alter the CSR Annual Action Plan at any time during the financial year, as per the recommendation of its CSR Committee, based on reasonable justification to that effect.
9. The Board shall ensure that the administrative overheads shall not exceed five percent of total CSR expenditure of the Company for the financial year.
10. Where the Company spends an amount in excess of requirement, such excess amount may be set off by the Board against the requirement to spend up to immediate succeeding three financial years subject to the conditions that –

• • (i) the excess amount available for set off shall not include the surplus arising out of the CSR activities, if any.
  • (ii) the Board of the Company shall pass a resolution to that effect.

• • • • (F) RIdentification of CSR Entities/ Beneficiaries:

Good work is carried out by numerous organizations in different ways and by different means. It is the duty of good and responsible corporate citizen to serve and payback to the society in which it operates. As a responsible corporate citizen, the Company also recognizes its duty to serve the needy and under privileged sections of society. However, in view of the manpower constraints within the Company, it cannot reach out to such sections of society on its own. Hence, it is prudent to identify entities doing such work in diverse fields for upliftment & development of different sections of society. The Company shall enlist only such entities/beneficiaries for receipt of its CSR funds who havemandatorily registered with the Ministry of Corporate Affairs (“MCA”) and bear a unique CSRRegistration Number as allocated by MCA. The Company shall ensure that the CSR activities are undertaken through the entities/beneficiaries as undera) a Company established under  

• • • 1. Section 8 of the Act, or a registered public trust or a registered society, registered under Section 12A and 80 G of the Income Tax Act, 1961 (43 of 1961), established either singly or along with any other Company, or 
      2. 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; or
      3. Any entity established under an Act of Parliament or a State legislature; or 
      4. 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.

Further, in case the CSR Activities are undertaken resulting in creation or acquisition of a capital asset, the said asset shall be held by – 

• • • 1. A Company established under Section 8 of the Act, or a Registered Public Trust or Registered Society, having charitable objects bearing CSR Registration Number or
      2. Beneficiaries of the said CSR project, in the form of self-help groups, collectives, entities; or 
      3. A Public authority: 

The Company will lay emphasis on the evaluation of the impact, scope and coverage in terms of the number of beneficiaries supported by the CSR activity and the period of support at the time of selection of proposals.

• • • • IV. IMPACT AREAS AS PER SCHEDULE VII OF THE COMPANIES ACT 2013

Schedule VII, Companies Act 2013	CleverTap Private Limited CSR impact areas
Ensuring environmental sustainability	Environmental sustainability through renewable energy promotion
Promoting education, including special education and employment enhancing vocational skills, especially among children, women, elderly, and the differently abled and livelihood enhancement projectsEradicating hunger, poverty, and malnutrition, promoting preventive healthcare	Rural, semi-urban, and urban area development through a livelihoods approach Promoting education, healthcare, sanitation, and access to safe drinking water Promoting gender equality and women empowerment
Protection of national heritage, art, and culture	Adopting monuments of national heritage and importance Adoption and/or restoration of buildings and sites of historical importance
Contribution to Prime Minister’s National Relief Fund or any other funds supported by the Central Government	Supporting relief and rehabilitation measures in areas affected by disasters and/or natural calamities including contribution to Prime Minister’s National Relief Fund or Swatch Bharat Kosh or any other Fund, etc.

• • • •  V. MODE OF IMPLEMENTATION

The company will adopt an evolving approach for effective, outcomes-oriented implementation, as appropriate to the size of budget outlay and scope of projects through any of the following or a combination of these mechanisms: – 

• • • • 1. In-house management: A select set of personnel from relevant departments shall oversee the implementation of CSR policy duly approved by the Board. A full-time dedicated CSR manager may be appointed as and when required. An expert consultant may be engaged for integrated project design, partnership development, and programme management and monitoring purposes.

• • • • 2. Implementation partnerships: In the initial years, direct implementation partnership/s with credible registered trusts/ societies or section 8 companies, would be undertaken after a due diligence process of identification, design, budgeting, and project development. CleverTap Private Limited may directly purchase goods or services for deployment in its programmes such as equipment for accessing social infrastructure under energy, sanitation, healthcare and education for providing community solutions and the overall implementation would be through funding support to NGO partner/s for ensuring community participation and ownership for sustainable outcomes. Once the project/programme is approved, CleverTap Private Limited and the CSR Partner may enter into a well-defined MOU. At a later stage, should the Board deem it necessary, CleverTap Private Limited may consider creating a new independent foundation for the implementation purpose.

• • • • 3. Strategic collaborations: CleverTap Private Limited would be open to exploring collaborations with its stakeholders including business partners’ CSR programmes, government departments’ social schemes, and other like-minded institutions’ initiatives for pooling resources and competencies in the interest of scalable social impact and enhanced outcomes for beneficiary communities.

• • • • VI. PROGRAMME LOCATION/S

CleverTap Private Limited will exercise the discretion to select location/s in any urban or rural geographical areas across India for its CSR initiatives through prioritisation based on: Developmental needs, the relevance of issues, the feasibility of project/s, accessibility, ease of implementation, the potential for acceptance and adoption of the initiative by local communities.

• • • • VII. OUTLAY & FUNDING

• • • 1. CleverTap Private Limited’s budget for CSR shall be 2 percent of its average pre-tax net profits of the three preceding financial years towards CSR activities. The net profit will be estimated in accordance with the provisions of section 198 of the Act read with the Companies (Corporate Social Responsibility Rules), 2014. The budget will be based on recommendations by the CSR Committee.
      2. Any surplus generated from CSR projects shall not be added to the normal business profits of the Company and shall be treated as follows:
         1. Ploughed back into the same project; or
         2. Transferred to an Unspent CSR Account and spent in pursuance of CSR policy and Annual Action Plan of the Company; or
         3. Transferred to a Fund specified in Schedule VII, within the prescribed timeline as specified in the CSR Rules.
      3. The Company may spend up to 5 percent of its total CSR expenditure towards administrative overheads for the financial year for the purpose of CSR functions in the Company.
      4. All reasonable efforts will be made to ensure that the CSR amount so disbursed is fully utilised in the respective year in the manner approved by the Board. However, if the Company fails to spend such an amount, the Board of Directors shall, in its report under clause (o) of sub-section (3) of section 134 of the Act, shall specify the reasons for not spending the amount and such unspent amount shall be dealt with in accordance with the provisions of Section 135 (5) & (6) of the Act and Rule 10 of the Companies (Corporate Social Responsibility Policy) Amendment Rules, 2021.
      5. The tax treatment of CSR expenditures will be in accordance with the provisions of the Income Tax Act as notified by the Central Board of Direct Taxes (CBDT).
      6. In case the Company spends an amount in excess of the requirements of its CSR obligations in a financial year, the such excess amount may be set-off against the requirement of the CSR Spending under sub-section (5) of Section 135 upto the immediate succeeding 3 financial years subject to the fulfillment of conditions as specified under the Companies (Corporate Social Responsibility Policy) Amendment Rules, 2021.
      7. 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 in a position to report separately on such projects or programmes in accordance with these CSR rules.
      8. The Company may spend its CSR amount for the creation or acquisition of the capital asset subject to the fulfilment of conditions as specified under the provisions of the Companies (Corporate Social Responsibility Policy) Amendment Rules, 2021, as may be amended from time to time.

• • • • VIII. GUIDING PRINCIPLES FOR PROJECT SELECTION AND IMPLEMENTATION

• • • 1. Relevance

      Projects should be need-based, keeping local issues in consideration.

      • 2. Outcomes-orientation

        Projects will be designed with clear objectives, planned outcomes, and a suitable monitoring and reporting framework. All projects will be periodically reviewed for course correction, wherever necessary.

        3. Sustainability

        Projects should be designed for creating a long-term impact. An incremental expansion approach may be deployed if required. They should incorporate multiplier effects. Projects should ideally be replicable for subsequent coverage in other regions.Implementation partners should be carefully selected after due assessment of their local credibility, local knowledge, domain expertise, local institutional relationships, and their approach to sustainability.Provisions of community participation should be built-in. Community ownership and co-financing wherever required may be introduced in a progressive manner in suitable time frames necessary for communities to accept and adopt the initiatives. This will create understanding among communities on expectations, risks, roles and responsibilities.There should be due consideration of any material risk factors before selecting, initiating, and during the implementation of projects. These risks should be duly mitigated and managed on a regular basis.

        • • • IX. IMPACT ASSESSMENT OF CSR PROJECTS

        The Company on having an average CSR Expenditure of Ten Crore rupees or more in pursuance to section 135 of the Act, in the three immediately preceding financial years, shall undertake impact assessment, through an independent agency, of its CSR projects having outlays of One Crore rupees or more, and which have been completed not less than one year before undertaking the impact study If the Company undertakes impact assessment in any financial year, the expenses incurred thereunder shall not exceed five percent of the total CSR Expenditure for that financial year orFifty Lakh rupees, whichever is less. Whenever the impact assessment of CSR projects gets applicable to the Company, the Company shall 
        • • 1. Undertake an impact assessment of its CSR projects as per the provisions of the Companies (Corporate Social Responsibility Policy) Amendment Rules, 2021, as may be amended from time to time.
            2. The impact assessment reports shall be placed before the Board and shall be annexed to the Annual Report on CSR.
            3. The Company undertaking impact assessment may book the expenditure towards Corporate Social Responsibility for that financial year, which shall be as per the provisions of the Companies (Corporate Social Responsibility Policy) Amendment Rules, 2021, as may be amended from time to time.

          • • X. INTERPRETATION

        Unless the context otherwise requires, words and expressions used in this policy and not defined herein but defined in the Companies Act, 2013 and the Companies (Corporate Social Responsibility Policy) Amendment Rules, 2021, as may be amended from time to time shall have the meaning respectively assigned to them therein.

        • • • XI. AMENDMENTS TO THE POLICY

        The Board of Directors, either on its own or as per the recommendations of the CSR Committee, can amend this Policy, as and when required. The decision of the Board of Directors on all matters, relating to this Policy, shall be final and binding upon all concerned. This Policy is subject to continuous review and updates as required from time to time. In the event of any provisions contained in this Policy are inconsistent with the provisions contained in the Companies Act, 2013 or any Rules framed thereunder or to the applicable directions of RBI, etc. or any amendments thereto (Regulatory Acts), the provisions contained inthe Regulatory Acts will prevail. ***********