Corporate Social Responsibility (CSR) Policy

1. Preamble

Business organizations operate as part of society but not in isolation. Every decision taken while doing the business involves financial implicationsand social & environmental consequences. We, in Nomura Research Institute Financial Technologies India Private Limited (NRI FT India) strongly believe that usefulness of existence of an entity is best judged not from the financial numbers it reports over a period of time but its relevance to the society as judged by the Stakeholders. We believe in the principle of sharing the earnings. CSR is a form of corporate self-regulation integrated into business model. It is the process aimed at embracing the responsibility for the actionsof the NRI FT India and encourage a positive impact through our activities on the environment, consumers, employees, communities, stakeholders and all other members of the public who may also be consider to be the stakeholders in general.

2. Purpose

Being a part of NRI Group, we intend to improvethe quality of life through long term value creation. NRI FT India Indiais committed to identify and support the projects and programmes aimed at improving the well beings of the socially and economically disadvantaged sections of the society. This Policy will serve as a guiding document to help identify, execute and monitor CSR projects/programmes keeping in mind the spirit of the provision of Section 135 of the Companies Act, 2013 and the rules framed thereunder. The Policy attempts to adhere to law and best practices in implementing society oriented programmes/projects.

3. Scope

This Policy will apply to all projects/programmes undertaken as part of NRI FT India’s CSR activities and will be developed, reviewed and revised having regard to the relevant codes of Corporate Governance or best practices in this regard. This Policy is also in alignment with the CSR Rules framed under Section 135 of the Companies Act,2013.

4. CSR Committee

The Board shall constitute a CSR Committee consisting of three or more directors. The CSR Committee shall

• i) Formulate and recommend to the Board, a Corporate Social Responsibility Policy indicating the activities to be undertaken by the NRI FT India.
• ii) Recommend the amount of expenditure to be incurred on the above activities.
• iii) Monitor the Corporate Social Responsibility Policy of NRI FT India from time to time.
• iv) Ensure legal and regulatory compliance from CSR view point.
• v) Promptly report to the Stakeholder about various CSR activities undertaken by NRI FT India.
• vi) Periodically review the effectiveness of CSR spending.

5. Governance

CSR Committee of the Board shall formulate and recommend to the Board, CSR Policy, CSR budget and ensure overall governance of the CSR activities of NRI FT India. CSR Committee will be responsible for administering and executing the Policy. The Policy may further be revised and updated in due course with the due approval of CSR Committee/Board to incorporate the evolving activities of NRI FT India.

6. Budget

The overall amount to be committed to CSR project in each financial year in accordance with the provisions of Companies Act,2013 will be approved by the Board. Within the overall CSR budget, specific CSR initiative/project will be identified by the CSR Support Group in line with the process approved by the CSR Committee of the Board.

7. Sanctions

The amount to be sanctioned to eligible CSR activities/projects shall be as per the delegated powers approved by the Board from time to time.

8. Disbursement

Based on the nature and requirements of the project, the fund will be released either in tranches or in lump sum. The terms and conditions and timing of disbursement will be documented in the form of Memorandum of understanding to be entered into with the project implementing partner, wherever found necessary.

9. Implementation

In the implementation of CSR initiatives, the company will try to adopt participative principle by involving local institutions and community at large based on shared value principle. The CSR Support Group would assist in implementation and monitoring the CSR activities of the company. The actual implementation of various CSR activities will be undertaken with the involvement of employees or implementing agencies such as Trust, Societies or companies registered under Section 25 of the Companies Act, 1956/Section 8 of the Companies Act, 2013 or through collaborative projects with other corporates. In case of implementing agency being ‘Not profit organisation, such an entity shall typically have not less than three years of experience in implementing the CSR initiatives in the respective areas. Based on the company’s internal screening criteria, the implementation partner/s will also be screened to ascertain its/their credibility and ability to execute proposed projects.The CSR Projects/Programme will be undertaken in India only.

10. Supervision

CSR activities of NRI FT India will be driven by the CSR Committee. It is the endeavor of the CSR Committee to ensure that CSR culture is embedded in all the operations of NRI FT India and the CSR activities are in line with the CSR Policy.

11. Reporting

Major CSR activities and achievements will form part of Director’s Report in the Annual Report of NRI FT India and also in any other statutory or other regulatory requirements. A copy of CSR Policy of NRI FT India will be hosted on NRI FT India’s website. Format for the annual report on CSR activities to be included in the Board’s report will be as per Annexure-2.

12. CSR Programmes/Projects

NRI FT India will endeavor to undertake and implement CSR programmes/projects and focus CSRspends on specific pre-determined causes and areas of intervention as disclosed in the Annexure I to the policy. The particulars of the proposed projects including implementation year, modalities of execution in the areas/sectors chosen, implementation schedule etc. will be placed to the CSR Committee by the CSR Support Group. Consideration & approval of CSR project/programmes to be undertaken during the year will be in line with the following guidelines:

• 1) It will be ensured that CSR projects are non-discriminatory in nature & do not have any restrictive political or religious affiliation.
• 2) The programmes/projects will be with in the areas recommended by the CSR Committee & mentioned in the CSR Policy.
• 3) The programmes/projects will be implemented in India & preferably in the areas where the NRI FT India has its presence.
• 4) Programmes/projects that integrate business models with social & environmental priorities and processes in order to create shared value will be encouraged.
• 5) Programmes/projects should not be exclusively for the benefits of employees or their family members or those that are conducted/undertaken exclusively in pursuance of normal course of business of NRI FT India.
• 6) NRI FT India will consider Programmes/projects closely linked with the principle of sustainable development.
• 7) Any surplus generated out of CSR activities shall not form a part of the business profits of company & will be ploughed back to the CSR initiative of NRI FT India.

13. Projects/Programmes Selection Process

CSR Projects/Programmes will be undertaken by CSR Committee duly considering the factors such as target area/group, likely impact on the well-being of the people concerned, project cost/time for implementation, involvement of the stakeholders including local bodies/associations etc. in the projects/programmes implementation.

Annexure-1

Areas of CSR Initiatives

The following are the line of activities/initiatives that may be undertaken under NRI FT India’s CSR Project. This is not an exhaustive list but only an indicative list of areas for CSR intervention which will be reviewed and revised from time to time by the CSR Committee and specific initiative under these will be undertaken in line with the CSR policy to achieve the overall objectives of these interventions.

• 1. Eradicating hunger, poverty and malnutrition, promoting health care including preventive health care and sanitation and making available safe drinking water. As part of poverty alleviation, financial assistance by way of contributions to mid-daymeal programmes, disasters relief covering food supply, provisions for aids and appliances to the differently-abled persons etc. can also be undertaken.
• 2. Promoting education including special education and employment enhancing vocation skills especially among children, women, elderly and differently abled and livelihood enhancement project. Under this category, financial assistance to private/public schools, aided or unaided, for construction/renovation/modernization of existing school building or other infrastructure such as purchase of laboratory equipment, computers and other allied equipment, promotion of financial literacy among the people who are outside the institutional NRI FT India facilities and Promotion of Road Safety Awareness Programme through print, audio and visual media, capacity building for farmers covering best sustainable farm management practices, Training Agriculture Labour on skill development, Providing effective consumer grievance redressal mechanism, consumer’s health and safety, consumer service, support and complaint resolution, Consumer protection activities can be undertaken.
• 3. Promoting gender equality, empowering women, setting up of homes and hostels for women and orphans; setting up of 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. In this regard NRI FT India may contribute and involve in tackling the environmental impacts of water use, waste disposal, slum development, rural sanitation etc. The NRI FT India will also encourage ‘Green Initiative’ in its operations through paperless communication with all its stakeholders.
• 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 arts and handicrafts.
• 6. Measures for the benefit of armed forces veterans, war widows and their dependents.
• 7. Training to promote rural sports, nationally recognized sports, Paralympic sports and Olympic sports.
• 8. Contribution to the Prime Minister’s National Relief or any other fund set up by the Central Government for socio-economic development and relief and welfare of the Scheduled Castes, the Scheduled Tribes or other backward classes, minorities and women.
• 9. Contribution of funds to technology incubators located within academic institutions which are approved by the Central Government.
• 10. Rural development projects.

Annexure-2

Format for the Annual Report on CSR Activities

• 1. A brief outline of the NRI FT India's CSR policy, including overview of projects or programs proposed to be undertaken and a reference to the web-link to the CSR policy and projects or programmes.
• 2. The Composition of the CSR Committee.
• 3. Average net profit of NRI FT India for last three financial years.
• 4. Prescribed CSR Expenditure (two per centof the amount as in item 3 above).
• 5. Details of CSR spent during the financial year
  • a) Total amount to be spent for the financial year;
  • b) Amount unspent, if any;
  • c) Manner in which the amount spent during the financial year is detailed below

*details of implementing agency.

• 6. In case the NRI FT India has failed to spend the two per cent of the average net profit of the last three financial years or any part thereof, the NRI FT India shall provide the reasons for not spending the amount in its Board report.
• 7. A responsibility statement of the CSR Committee that the implementation and monitoring of CSR Policy is in compliance with CSR objectives and Policy of NRI FT India.