SCOPE AND APPLICABILITY

Leapus Technologies Private Limited (“Leapus” or the “Company’), a private limited company incorporated in India under the Companies Act 2013 (“Act”) and is a subsidiary of Aiquire Inc. (d/b/a Pixis )(“Aiquire”).

In compliance with the Indian laws, Leapus is required to establish this Corporate Social Responsibility Policy (“CSR Policy”) to fulfil its obligations under the Act.

This CSR Policy shall apply only to Leapus and shall not be applicable to Aiquire or any other subsidiaries of Aiquire or Leapus.

INTRODUCTION AND PURPOSE

Leapus, has developed this in alignment with its objective, principles and values, for delineating its responsibility as a socially and environmentally responsible corporate citizen. The CSR Policy lays down the principles and mechanisms recommended by the Corporate Social Responsibility Committee (“CSR Committee”) for undertaking various Corporate Social Responsibility Activities (“CSR Activities”) in accordance with Sec. 135 (as defined below) of the Act; The Companies (Corporate Social Responsibility Policy) Rules, 2014 (“CSR Rules”); and all other applicable rules made under the Act (“Rules”).

The main objective of this CSR Policy is to lay down guidelines for CSR Activities of Leapus. This CSR Policy covers current as well as proposed CSR Activities to be undertaken by Leapus and examining their alignment with Schedule VII of the Act (“Schedule VII”) and the CSR Rules (as amended from time to time). It covers the CSR Activities which are being carried out in India only and includes strategies that defines plans for future CSR Activities.

POLICY STATEMENT

  1. The Company’s CSR Activities initiatives are guided by the following commitments:
    1. Contributing to social, economic and environmental development initiatives in the communities where Leapus operates and the society at large.
    2. To ensure all CSR Activities undertaken by the Leapus are aligned with Schedule VII and have positive impact on the community where Leapus operates.

GOVERNANCE STRUCTURE

  1. Board of Directors:
    In line with the provisions of Section 135 of the Act (“Sec. 135”), Board of Directors of the Company (“Board”) will be responsible for the following:

    1. constituting / re-constituting a CSR Committee;
    2. reviewing and approving the CSR Policy as recommended by the CSR Committee from time to time;
    3. ensuring that the Company, in every financial year, spends at least 2% of its average net profit during the 3 preceding financial years computed in line with provisions of the Act and Rules thereto, and ensuring that such spending is aligned with this CSR Policy;
    4. ensuring that the CSR Activities stipulated in the CSR Policy are undertaken by the Company;
    5. approving the CSR Annual Action Plan (as defined below) and CSR Expenditure (as defined below) as proposed by the CSR Committee in accordance with Schedule VII;
    6. pursuant to recommendations and reasonable justification by the CSR Committee, making alterations to the CSR Annual Action Plan at any time during the financial year;
    7. ensuring that CSR Activity conducted by the Company gives preference to the local areas around which the Company operates;
    8. ensuring to place the CSR Policy, composition of CSR Committee, CSR Activities and projects approved by the Board and other matters as may be prescribed by the Act, CSR Rules or by other authorities from time to time, on the Company’s website;
    9. ensuring that the Administrative Overheads (as defined below) for each financial year do not exceed 5% of the CSR Expenditure for such financial year; and
    10. ensuring that all other applicable actions and obligations as prescribed under Sec. 135 and CSR Rules are duly complied with.
  2. CSR Committee:
    1. Composition of the CSR Committee: As per Section 135(9) of the Act, Leapus is not obligated to constitute a CSR Committee. Consequently, (i) all duties and obligations of the CSR Committee, stipulated in the Act, the CSR Rules and this CSR Policy shall be discharged by the Board; and (ii) all powers of the CSR Committee, stipulated in the Act, the CSR Rules and this CSR Policy shall vest with the Board. For the purpose of the aforementioned, each member of the Board shall be deemed as a member of the CSR Committee.
    2. Meetings of the CSR Committee: The CSR committee may meet as and when required. The CSR Committee shall be entitled to invite any person to attend its meetings and participate in the discussion and deliberations if it so thinks fit.
    3. Quorum for meetings of CSR Committee: The quorum necessary for the undertaking the functions of the CSR Committee shall be the higher of 2 members or 1/3rd of the total CSR Committee members. A duly convened meeting of the 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 as provided in the Act; the CSR Rules; this CSR Policy; and delegated by the Board from time to time.
    4. Roles and Functions:
      The CSR Committee shall be responsible for the following:

      1. formulation of the CSR Policy in accordance with Sec. 135read with CSR Rules, and recommend the same to the Board for approval and adoption;
      2. formulation and recommending to the Board, an annual action plan in pursuance of CSR policy (“CSR Annual Action Plan”). The CSR Annual Action Plan shall include the following:
        • list of CSR Activities that are approved to be undertaken in areas or subjects specified in Schedule VII;
        • the manner of execution of such CSR Activities;
        • the modalities of utilisation of funds and implementation schedules for the CSR Activities;
        • monitoring and reporting mechanism for the CSR Activities; and
        • details of need and impact assessment, if any, for the CSR Activities undertaken by the company.
      3. recommending the amount of CSR Expenditure to be incurred on undertaking the CSR Activities to the Board;
      4. monitoring the CSR Policy of the Company from time to time; and
      5. performing all functions as may be delegated by the Board from time to time.

CSR ACTIVITIES / PROJECTS / PROGRAMMES

  1. Leapus may undertake any of the following activities specified in Schedule VII as its CSR Activity:
    1. Eradicating hunger, poverty and malnutrition, promoting health care including preventive health care and sanitation including contribution to the Swach 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 especially among children, women, elderly and the differently abled and livelihood enhancement projects.
    3. Promoting gender equality, empowering women, setting up homes and hostels for women and orphans; setting up old age homes, day care centers and such other facilities for senior citizens and measures for reducing inequalities faced by socially and economically backward groups.
    4. Ensuring environmental sustainability, ecological balance, protection of flora and fauna, animal welfare, 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.
    5. Protection of national heritage, art and culture including restoration of buildings and sites of historical importance and works of art; setting up public libraries; promotion and development of traditional art and handicrafts.
    6. 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.
    7. Training to promote rural sports, nationally recognised sports, paralympic sports and olympic sports.
      1. Contribution to the prime minister’s national relief fund or Prime Minister’s Citizen Assistance and Relief in Emergency Situations Fund (‘PM CARES Fund’) or any other fund set up by the central govt. for socio economic development and relief and welfare of the schedule caste, tribes, other backward classes, minorities and women.
    8. Contribution to incubators or research and development projects in the field of science, technology, engineering and medicine, funded by the Central Government or State Government or Public Sector Undertaking or any agency of the Central Government or State Government.
    9. Contributions to public funded Universities; Indian Institute of Technology (‘IITs’); National Laboratories and autonomous bodies established under Department of Atomic Energy (‘DAE’); Department of Biotechnology (‘DBT’); Department of Science and Technology (‘DST’); Department of Pharmaceuticals; Ministry of Ayurveda, Yoga and Naturopathy, Unani, Siddha and Homoeopathy (‘AYUSH’); Ministry of Electronics and Information Technology and other bodies, namely Defense Research and Development Organisation (‘DRDO’); Indian Council of Agricultural Research (‘ICAR’); Indian Council of Medical Research (‘ICMR’) and Council of Scientific and Industrial Research (‘CSIR’), engaged in conducting research in science, technology, engineering and medicine aimed at promoting Sustainable Development Goals (‘SDGs’).
    10. Rural development projects.
    11. Slum area development. For the purposes of this item, the term `slum area’ shall mean any area declared as such by the Central Government or any State Government or any other competent authority under any law for the time being in force.
    12. Disaster management, including relief, rehabilitation and reconstruction activities.
    13. Training of Indian sports personnel representing any State or Union territory at national level or India at international level, irrespective of is such activity being undertaken within or outside India.
    14. Any other CSR activities as may be notified by the Government from time to time.
  2. The CSR Activities Stipulated above are to be interpreted liberally so as to capture the essence of the same. The initiatives by Leapus in the above fields will include contribution to various projects and programs undertaken in these areas.

FUND ALLOCATION AND UTILIZATION

  1. In every Financial Year, Leapus will endeavor to spend such feasible amount towards its CSR Activities (“CSR Expenditure”) which shall not be less than the amount as prescribed under Sec. 135.
  2. In every Financial year at least 95% of the CSR Expenditure shall be utilized towards CSR Activities. Leapus may allocate upto 5% of its the CSR Expenditure towards the general management and administration of the CSR Activities (“Administrative Overheads”), such as towards personnel/ consultants/experts for carrying out the CSR Activities; however expenses directly related to designing, implementation, monitoring, and evaluation of a particular CSR Activity shall not be considered as Administrative Overhead.
  3. Unspent amount:
    1. Non-ongoing Project: Any surplus CSR Expenditure from CSR Activities in a financial year will not be included in Leapus’s business profits. Instead, it shall be utilized in the manner prescribed under the Act and the CSR Rules.
    2. Ongoing Project: Any surplus CSR Expenditure from an “Ongoing Project” (as defined under the CSR Rules) will be transferred by Leapus to the Unspent Corporate Social Responsibility Account (as prescribed under Sec. 135), within 30 days after end of the financial year. The funds held in the Unspent CSR Account shall be utilized in accordance with this CSR Policy and the Act.
  4. If in any financial year, the amount spent by Leapus towards its CSR Expenditure is in excess of the requirement under Sec. 135, Leapus may set off such excess amount in accordance with the Act and the CSR Rules.
  5. Leapus may use the CSR Expenditure amount towards creation or acquisition of a capital asset of the entities prescribed under CSR Rules.
  6. The Board shall ensure that the funds disbursed towards the CSR Expenditure have been utilized for the purposes and in the manner as approved by it, and the Senior Manager Finance (i.e. the person responsible for financial management of Leapus) shall certify to that effect, in the manner prescribed under the Act and the CSR Rules.

IMPLEMENTATION

  1. Leapus will be adhering to the following the guidelines/modalities while implementing this CSR Policy and carrying out its CSR Activities:
    1. During every financial year, the Board shall review and approve the CSR Annual Action Plan recommended by the CSR Committee for the CSR Activities to be undertaken during the said financial year.
    2. In the event the CSR Annual Action Plan is to be changed during an ongoing financial year, the CSR Committee shall make recommendations to the Board along with providing reasonable justification for the same. The Board upon duly considering such recommendation and justification may approve the changes to the CSR Annual Action Plan for the said financial year.
    3. The CSR Committee shall meet at any time and at least once (or for as many times as may be required), during each financial year, to discuss progress on the CSR Annual Action Plan.
    4. The Board along with the CSR Committee shall regularly review the progress towards CSR Activities that are Ongoing Projects, through such review, the CSR Committee and Board shall monitor the implementation of the Ongoing Project along with reference to the approved timelines and year wise allocation. Basis the aforementioned review, the Board and CSR Committee may make any required modification for smooth implementation of the Ongoing Project. The starting date for such projects shall be the earlier of (i) starting of work for such project; or release of the first payment towards such project.
    5. The Board and the CSR Committee shall from time to time, decide the CSR Activities for which an impact assessment is to be carried out.
    6. The Board may decide to engage ‘International Organisations’ (as defined under the CSR Rules) for designing, monitoring and evaluation of the CSR Activities or programmes as per its CSR Policy as well as for capacity building of its team to carryout the CSR Activities.
    7. The Board may also decide to collaborate with other companies for undertaking CSR Activities, provided that the CSR Committees of Leapus is in a position to report separately on such CSR Activities in accordance with CSR Rules.
    8. Subject to Act and Rules, the Board shall have the power to specify, vary, alter or modified number of members of CSR Committee, and their powers and functions.
    9. The Board require the CSR Committee to exercise certain powers given to it only after consultation with the Board.
    10. Subject to the compliance with the Act and Rules, the Board in its absolute discretion, may from time to time modify, change, vary or the CSR Policy.
  2. Modes of Implementation of CSR Policy:
    The implementation of initiatives will be done by the following modes

    1. Direct implementation – CSR Activities directly implemented by the Leapus
    2. Indirect implementation – CSR Activities implemented with the involvement of the agencies and entities prescribed under Rule 4 of the CSR Rules.

MONITORING

  1. The CSR Committee shall periodically and at least once every financial year, monitor the implementation and execution of the CSR Activities under the CSR policy and ensure compliance of the provisions of the CSR Policy and CSR Activities and CSR Annual Action Plan with the Act and Rules, and report the same to the Board.
  2. The CSR Committee shall report the progress of CSR Activities to the Board on a regular basis.
  3. Upon the completion of every financial year, the CSR Committee shall, submit to the Board, details of the amount spent towards CSR Activities during the financial year and, in the event such spending the less than the amount prescribed by the Act, then the reason for not meeting such spending amount.
  4. CSR Committee and the Board may from time to time develop such internal mechanisms and controls that enable it to accurately monitoring and evaluation the implementation of the CSR Activities.
  5. Records relating to the CSR activities and the CSR expenditure shall be accurately maintained.

VERSION AND AMENDMENT

  1. This CSR Policy is approved and adopted by the Board based on the recommendations of the CSR Committee in its meeting held on January 03, 2025.
  2. Any or all provisions of the CSR Policy are subject to revision/amendment by the Board based on the recommendations of the CSR Committee in accordance with the Act and Rules.
  3. Subject to the provisions of the Act, the Leapus reserves the right to modify, cancel, add, or amend any of the provisions of this CSR Policy.

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