1. Purpose

The Corporate Social Responsibility (CSR) Committee (hereinafter referred to as "the Committee") is established by the Board of Directors (hereinafter referred to as "the Board") of Vertotech Aerospace Ltd. (hereinafter referred to as "the Company") to oversee and guide the Company’s CSR initiatives. The Committee is responsible for formulating and monitoring the Company’s CSR policy, ensuring that the Company’s CSR activities are in alignment with its mission and values, and complying with statutory requirements.

2. Objectives

• To develop and recommend to the Board a CSR policy that outlines the Company’s approach to CSR activities, ensuring alignment with the Company’s core values and business objectives.
• To identify and recommend CSR projects and programs that support the sustainable development of the communities in which the Company operates.
• To monitor the implementation of CSR activities and assess their impact.

3. Composition

• The Committee shall consist of at least three (3) Directors, with at least one (1) Director being an Independent Director.
• The Chairman of the Committee shall be appointed by the Board.
• The Company Secretary shall act as the Secretary to the Committee.

4. Meetings

• The Committee shall meet at least twice a year, with additional meetings as required.
• The quorum for meetings shall be two (2) members.
• The Committee may invite members of management or external experts to attend meetings as necessary.
• Minutes of the meetings shall be prepared and circulated to the Committee members and the Board.

5. Roles and Responsibilities

5.1 CSR Policy Formulation

• Develop and Recommend CSR Policy:
  • Formulate and recommend to the Board a detailed CSR policy in compliance with the provisions of the Companies Act, 2013, and other relevant regulations.
  • Ensure that the CSR policy includes a framework for the selection, implementation, monitoring, and evaluation of CSR projects and activities.
• Review and Amend CSR Policy:
  • Periodically review the CSR policy and recommend changes to the Board to ensure its continued relevance and effectiveness.

5.2 Identification and Approval of CSR Activities

• Identify CSR Projects:
  • Identify and propose CSR projects and programs in the areas specified in the CSR policy, ensuring they align with the Company’s focus areas and have a positive impact on society.
• Approve CSR Activities:
  • Approve CSR projects and budgets, ensuring that the proposed activities are aligned with the Company’s CSR policy and statutory requirements.
  • Ensure that the CSR activities are conducted in accordance with the approved plan and budget.

5.3 Monitoring and Evaluation

• Implementation Oversight:
  • Oversee the implementation of CSR projects to ensure that they are carried out effectively and in accordance with the approved CSR policy and plan.
• Impact Assessment:
  • Conduct an impact assessment of the Company’s CSR activities to evaluate their effectiveness and ensure that the intended outcomes are achieved.
• Compliance and Reporting:
  • Ensure that the Company complies with all regulatory requirements related to CSR, including the statutory spending obligation under the Companies Act, 2013.
  • Review and approve the annual CSR report to be included in the Company’s annual report, and ensure that all statutory disclosures are made.

6. Budget and Expenditure

• The Committee shall recommend the amount of expenditure to be incurred on CSR activities in accordance with the statutory requirements.
• The Committee shall monitor the utilization of the CSR budget and ensure that the funds are used efficiently and effectively for the intended purposes.

7. Reporting Responsibilities

• The Committee shall regularly report to the Board on its activities, including the status of CSR projects, budget utilization, and impact assessments.
• The Committee shall ensure that appropriate disclosures are made in the Company’s Annual Report and other statutory filings as required.

8. Authority

• The Committee is authorized to seek any information it requires from employees, management, or external parties.
• The Committee may engage independent consultants, advisors, or experts to assist in the execution of its responsibilities.
• The Committee shall have access to sufficient resources to carry out its duties effectively.

9. Evaluation and Review

• The Committee shall annually review its own performance and the adequacy of this charter, recommending any necessary changes to the Board for approval.
• The Committee shall ensure that this charter is publicly available and reviewed periodically to reflect best practices and regulatory changes.