CSR Policy

The Company intends to make a positive difference to society and contribute its share towards the social cause of betterment of society and area in which company operates. The Company also believes in the trusteeship concept. This entails transcending business interests and working towards making a meaningful difference to the society. We, at GRT Jewellers (India) Private Limited believe that creation of large societal capital is as important as wealth creation for our shareholders. As a responsible human organization, we are committed towards the above objective and are keen on developing a sustainable business model to ensure and activate our future growth drivers. In line with the regulatory expectations, we are putting in place a formal policy as a guide towards our social commitment going forward.

POLICY OBJECTIVES

The objective of the CSR Policy (“Policy”) is to lay down the guiding principles in undertaking various Programs and Projects by or on behalf of the Company relating to Corporate Social Responsibility (“CSR”) within the meaning of Section 135 of the Companies Act, 2013 read with Schedule VII of the Act and the CSR Policy Rules 2014. (“Rules”)

BACKGROUND

The Companies Act, 2013 has formulated Section 135, Companies (Corporate Social Responsibility) Rules, 2014 and Schedule VII which prescribes mandatory provisions for Companies to fulfill their CSR.

APPLICABILITY OF CSR PROVISIONS

Every Company including its holding or subsidiary having: a. Annual turnover of ₹ 1,000 Crores or more, OR b. Net worth of ₹ 500 Crore or more, OR c. Net profit of ₹5 Crore or more in the immediately preceding financial year, has to constitute a separate committee known as CSR Committee consisting of their Board Members, to implement & monitor the CSR Activities of the Company. GRT Group of Companies have wide spread presence in almost all major cities in the Southern part of India and recognizes that its business activities has wide impact on the societies in which it operates. Therefore, an effective practice is required after taking into account the interests of local communities, including but not limited to its shareholders, customers, employees, suppliers, business partners, and all other stakeholders, and other organizations connected directly and/or indirectly with GRT Group of Companies. GRT Group endeavors to make CSR an important agenda and is committed to all its stakeholders to conduct its business in an accountable manner that creates a sustained positive impact in the society at large. GRT Jewellers (India) Private Limited being a Company satisfying the threshold as stipulated under Section 135 of the Companies Act, 2013 is committed to establish the CSR Committee and formulate a CSR policy for the Company.

OBJECTIVE OF CSR POLICY OF GRT GROUP

The Objectives of this policy are: • Devising meaningful and effective strategies for carrying out CSR activities and engaging itself towards implementation and monitoring of the activities. • Make sustainable contributions to communities through various CSR activities, • Identify various opportunities to perform CSR activities across the Country with special emphasis on the places where any of the Group Companies have established offices/branches, • Focus on social welfare activities as envisaged in Schedule VII of the Companies Act, 2013.

PURPOSE OF CSR POLICY OF GRT GROUP

• The CSR Policy for GRT Group has been drafted with focus on constitution of CSR Committees, Roles & Responsibilities of CSR Committee, Various CSR Activities to be undertaken and last, but not the least, the allocation & proper utilization of funds for carrying out such permitted CSR activities, implementation & monitoring of the execution of CSR activities for the Company including reporting on the tangible and in-tangible benefits that has accrues to the beneficiaries, • The policy shall apply to all CSR projects/programmes undertaken by the Company in India as per schedule VII of the Act, • This policy shall be applicable to GRT Jewellers (India) Private Limited including all its subsidiaries and their employees.

CSR COMMITTEE

A.The CSR Committee of GRT Jewellers (India) Private Limited comprises of Seven Members of which three are promoters and directors and four executives of the Company reporting to the Board. The following constitute the CSR Committee: Mr. G.Rajendran - Chairman Mr. G.R.Ananthapadmanabhan - Director Mr. G.R.Radhakrishnan - Director Mr. R.Vijayaraghavan - Chief Executive Officer Mr. R.Anantha Narayanan - CFO & Company Secretary Ms. Vaidehi Krishnan - Senior Consultant Mr. N. Balasubramanian - AGM Finance & Accounts

Functions, Roles & Responsibilities of CSR Committee

• Draft the CSR policy and recommend the same to the Board for consideration, • Review and recommend any new CSR initiatives to be taken up by the Company, • Recommend the amount of expenditure to be incurred on the activities referred to in the CSR Policy, • Review and recommend the CSR report to be included in the Board’s report, • Review and recommend any amendments to be made in the CSR policy of the Company, • To carry such other functions as may be delegated to it by the Board relating to CSR activities of the Company, • Identifying activities to be undertaken by the Company as per Schedule VII of the Companies Act, 2013, • Regularly monitoring the implementation of CSR Policy. • Transparent monitoring of the CSR projects or programs or activities undertaken by the company.

CSR INITIATIVES:

In line with Schedule VII of the Companies Act, 2013 and the CSR Rules, the Company shall undertake CSR activities included in its Annual CSR Plan, as recommended by the CSR Committee at the beginning of each year. The Committee is authorized to approve any modification to the existing Annual CSR Plan or to propose any new program during the financial year under review.

CSR GOVERNANCE:

The Company, may either contribute directly or through its registered Trust / Society or any other Trust / Society / entity can undertake CSR activities which are in line with the Schedule VII of the Companies Act, 2013. The Company / registered Trust / Society / entity will closely work on the implementation of the CSR activities of the Company. The Company/ registered Trust /Society/ entity will implement those CSR activities identified and approved by the committee, including providing necessary information/details to the CSR committees on the benefits on the tangible and intangible benefits that have accrued. The Company / registered Trust / Society / entity may also identify projects and place before the committee, a detailed project report along with the fund requirements. The CSR committee of the Board will evaluate the project so received, approve the project and the expenditure involved, prioritize them according to their impact and implement the same through such registered Trusts / Societies / Companies. However, the CSR sub Committee of the Board shall alone be responsible for the implementation of the same.

CSR BUDGET:

CSR Committee will recommend every year, the annual budget expenditure to the Board of Directors for its consideration and approval which shall not be less than 2 % of the annual average net profits of the Company made during the three immediately preceding financial years.

CSR ACTIVITIES:

The CSR committee shall recommend to the Board of Directors of GRT Jewellers (India) Private Limited to implement its CSR activities covering any areas as detailed below in accordance with schedule VII of the Companies Act, 2013: a) 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; b) Promoting education, including special education and employment enhancing vocation skills especially among children, women, elderly, and the differently abled and livelihood enhancement projects; c) 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; d) Ensuring the environmental sustainability, ecological balance, protection of flora and fauna, animal welfare, agro-forestry, conservation of natural resources and maintaining quality of soil, air and water; e) Protection of national heritage, art and culture including restoration of building and sites of historical importance and works of art; setting up public libraries; promotion and development of traditional arts and handicrafts; f) Measures for the benefit of armed forces veterans, war widows and their dependents; g) Training to promote rural sports, nationally recognized sports, paralympic sports and Olympic sports; h) Contribution to the Prime Minister’s National Relief Fund or any other fund set up by the Central Government for socio-economic development and relief and welfare of Scheduled Castes and Scheduled Tribes, other backward classes, minorities and women; i) Contributions or funds provided to technology incubators located within academic institutions which are approved by the Central Government; j) Rural development projects;

NON-CSR ACTIVITIES

Below Activities will not be considered as CSR activities: 1) Business run in the normal course, 2) Outside the territory of the India or abroad 3) For the welfare of the employees and their families 4) Political party contribution of any amount directly or indirectly as defined U/s. 182 of the Companies Act 2013.

IMPLEMENTATION

The Board of Directors of GRT Jewellers (India) Private Limited shall, based on the recommendations from its CSR Committee, shall implement any of the activities as mentioned under Schedule VII of the Companies Act, 2013 in one or more of the following ways:- • Directly by itself, • Through Registered Trust or Registered Society or Company established (Under Section 25 or 8 of the Companies Act) by the Company. • Any other established registered trust or society or entity having track record of three years in undertaking similar programs or projects. • Collaborate with other Companies in the same group or otherwise for undertaking projects or programs or CSR activities, however each of the Companies shall provide a separate report on such projects or programmes required under the provisions of the Companies Act, 2013 and the Rules made there under from time to time.

BOARD’S RESPONSIBILITY ON CSR

The Board of Directors of GRT Jewellers (India) Private Limited will be responsible for the following: i. Approving the CSR policy as formulated by the CSR Committee including any modifications from time to time, subject to the compliance of the Companies Act, 2013, ii. Ensuring that in each financial year, the company spends atleast 2% of the average net profits excluding profits made during the three immediate preceding financial years, or such amounts as provided under the Companies Act, 2013 and Rules made thereunder from time to time, iii. Ensuring that every financial year funds committed by the Company for CSR Activities are utilized effectively and regularly monitoring implementation, iv. Disclosing in its annual report the names of CSR Committee Members, the content of the CSR Policy and ensure annual reporting of its CSR Activities on the Company website, v. Ensuring annual reporting of its CSR policy to the Ministry of Corporate Affairs, Government of India in the prescribed format. As per Section 135, the reasons for under spending of the allocated CSR budget shall be specified in the Board’s Report. The surplus arising out of the CSR Activities, if any, will not be considered as a part of the business profits of the Company.

FRAMEWORK ON MONITORING

The CSR Committee may from time to time monitor the implementation schedule of each of the CSR project/programme. It shall formulate and/or evaluate and thereafter recommend for discussion by the Board any new proposals of CSR activities. It shall prepare the roadmap for CSR activities to be carried out by the Company in any relevant financial year, recommend CSR Partners, monitor the CSR activities, update the Board from time to time on the progress of the CSR activities, sharing of details of expenditure along with the status of the amount allocated, utilized, unspent (if any) or any additional funds required. Monitoring mechanism will ensure: • The CSR policy is implemented as per the Act and the Rules, • The CSR Policy is implemented ensuring that all projects/programmes as budgeted are duly carried out. CSR spends will be closely monitored and funds shall be released against verified utilizations as per the approved work plans. CSR spends will be audited in an accountable and transparent manner. Quarterly review by the CSR committee and six months review by the Board.

DOCUMENTATION AND REPORTING

The CSR Committee will prepare the annual CSR report to be filed (with the Ministry of Corporate Affairs) by the Company on approval of the Board. This report will ensure: • CSR Projects and programmes are being properly documented, • The accountability is fixed at each level of CSR process and implementation.

CONCLUSION:

Board of Directors, Management and all employees subscribe to this policy with compassionate care. We believe & act on an ethos of generosity and compassion, characterized by willingness to build a society that works for everyone.