Policy on Corporate Social Responsibility

1. Context and Vision

At Mindtree, our mission statement reads “We engineer meaningful technology solutions to help businesses and societies flourish”. We engage with society beyond business as we believe a good business needs to create higher impact in building a better future for communities around the globe. This policy defines our Corporate Social Responsibility (CSR) objectives and programs undertaken by Mindtree to fulfill its obligations as a responsible corporate citizen to achieve its mission.

2. Objectives and Approach

2.1. Mindtree will focus on CSR initiatives that promote the areas identified in this policy. Programs will be undertaken wherever Mindtree is present, with special attention on areas surrounding Mindtree’s facilities. Mindtree will implement the chosen programs via two channels:

1. The mode of implementation of CSR programmes will include a combination of direct implementation and / or through partners such as NGOs, Trusts, academic institutions, business associates, registered societies etc. The Company will select its partners after appropriate due diligence.
2. Through Mindtree Foundation

2.2 The surplus arising out of the CSR activities or projects shall not form part of the business profit of Mindtree.

2.3 Mindtree will endeavor to align its CSR initiatives with its ESG priorities.

3. Focus Areas

In accordance with the requirements of the Companies Act, 2013, Mindtree amongst others, will focus on:

• Benefit the differently-abled: To provide medical intervention, continuous education and create equality by enabling people with disabilities, to lead a normal life;
• Promote education: To provide education, employment enhancing vocation skills especially among children, women, elderly, and the differently abled to sustain and live independently;
• Create sustainable livelihood opportunities: To enable and empower the underprivileged to have a dignified lifestyle;
• Promote health: To provide medical support to deserving people and promote health care including preventive health care;
• Skill Development: Training for skill development;
• Training para-athletes for competitive sports and to promote rural sports;
• Eradicating hunger, poverty and malnutrition, sanitation and making available safe drinking water;
• Environmental sustainability: Ensuring environmental sustainability, ecological balance, protection of flora and fauna including afforestation, restoring water bodies, animal welfare, agro-forestry, conservation of natural resources and maintaining the quality of soil, air and water;
• Protecting National Heritage and Culture: Protecting national heritage, art and culture, including the restoration of buildings, sites of historical importance and works of art;
• Gender Equality and Empowerment of Women: Promoting gender equality, empowering women, setting up homes for women and orphans; setting up old age homes, day care centres and other similar facilities for senior citizens; and adopting measures for reducing inequalities faced by socially and economically backward groups;
• Further, support the CSR programmes at L&T Group level where applicable.

4. Funding, Execution and Implementation of CSR Activities

4.1. The list of CSR activities which Mindtree plans to undertake shall be as specified under the Companies Act, 2013 and amendment thereof.

4.2. The Company may enter into partnerships with the government, business partners and communities to create multiplier effect of its social programmes.

4.3. The CSR Steering Committee (defined subsequently in this policy) shall monitor the progress of such projects or programs on a quarterly basis.

4.4. The statutory requirements for spending on CSR initiatives shall be one of the factors while determining the CSR programs to be undertaken during any Financial Year. The CSR Committee of the Board will allocate funding based on the number of initiatives that are undertaken during the year which meet the requirements of this policy.

5. Governance of the CSR initiatives

Mindtree will have a three-tier governance structure to oversee the CSR initiatives.

Board:

• Approve the CSR Policy of the Company.
• Disclose the content of the CSR Policy in its report and place the Policy on the Company’s website as prescribed under Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014.
• Ensure that the social programmes undertaken are aligned to the CSR Policy of the Company.
• Specify reasons in its report for not spending the earmarked amount in case the Company fails to spend such amount
• The Board of Directors of the Company shall constitute the Committee with such number of its members as it deems necessary, and shall serve on this Committee for such duration as determined by the Board of Directors of Mindtree.

CSR Committee:

CSR Committee of the Board of Directors will play the role of the apex review body. The charter for the CSR committee is attached as Annexure A.

Steering Committee :

CSR Steering Committee headed by Global Head - Sustainability, comprising of Senior Executives appointed by the CSR Committee for such duration as determined by the CSR Committee.

The CSR Steering Committee will every year, prior to the commencement of the year, determine the projects to be supported. The basis for such determination will be alignment with the focus areas, quantum of spend, duration of support, sustainability of the program/project in the long run and the impact that this program or project can create. Recommendations of the projects or programs so determined should be placed before the CSR Committee for approval, prior to the commencement of the financial year. During the course of the year, subject to the availability of budget, the Steering Committee may recommend any projects or programs which in its opinion targets the focus areas, provided that such projects do not exceed 20% (suggested) of the annual budget

6. Monitoring and reporting:

6.1. The CSR Steering Committee will oversee programs, partner identification, funding, monitoring and implementation of the chosen programs

6.2. The CSR Steering Committee shall also review the detailed quarterly reports with a status of all approved initiatives, including the impact created by each initiative to its intended beneficiaries.

6.3. The CSR Steering Committee shall review impact assessment of its CSR projects through an independent agency(ies) at such intervals as may be prescribed by law or otherwise and the impact assessment reports shall be placed before the CSR Committee and/or the Board and shall be annexed to the Annual Report on CSR.

6.4. Tracking of Impact will be transparently shared with the Implementing agencies and corrective action, wherever required, will be undertaken.

6.5 The following activities do not qualify as CSR Activities:

1. Projects or activities not falling within Schedule VII of the Companies Act, 2013
2. Activities undertaken in pursuance of normal course of business
3. Projects or programs or activities that benefit only the employees of Mindtree and their families
4. Direct or indirect contribution to any political party.

Annexure A

Charter for the Corporate Social Responsibility Committee of the Board of Directors

I. Background and Context

The Corporate Social Responsibility Committee (the “Committee”) of the Board of Directors (the “Board”) of Mindtree Limited (“Mindtree” or the “Company”) has been formed to assist the Board and Company in fulfilling its Corporate Social Responsibility (“CSR”) objectives. The purpose of the Committee is to:

• bear the overall responsibility of formulating and monitoring implementation of the CSR policy;
• identify the areas of CSR activity;
• recommend the spending on identified CSR activities;
• accomplish any other activities entrusted to the Committee by the Board of Directors; and
• perform any other activities required by this Committee under any applicable regulations.

II. Membership

The Committee shall be appointed by and will serve at the discretion of the Board. The Committee shall consist of with a minimum of three members with at least one member being an Independent Director. The Board of Directors shall also designate one member of the Committee to act as the Chairperson of the Committee.

III. Meetings & Quorum

The Committee shall meet at such intervals as decided by the Chairperson of the Committee. Two members who are present shall form the quorum for the meeting of the Committee. The Chairman of the Committee shall convene the meeting as desired and set the agenda.

IV. Duties & Authority of the Committee

• The Committee shall periodically review and approve the CSR Policy and associated frameworks, processes and practices of the Company as well as this Charter, and suggest changes where necessary.
• The Committee shall ensure the Company is taking the appropriate measures to implement the CSR projects successfully and meet its CSR obligations under any applicable regulations. Further, it will oversee the appropriate disclosure of CSR activities in the Directors Report and any other disclosure required under applicable regulations.
• The Committee shall identify the areas of CSR activities and recommend the amount of expenditure to be incurred on such activities.
• The Committee shall co-ordinate with and monitor Mindtree Foundation or other agencies through which the CSR projects get implemented.
• The Committee shall grant approvals to the CSR Steering Committee / implementation agencies for overruns / deviations wherever required.
• The Committee shall regularly report to the Board about its activities.
• The Committee shall have access to any internal information necessary to fulfill its role.
• The Committee shall also have authority to obtain advice and assistance from internal or external legal, accounting or other advisors.
• Oversee the overall ESG performance, disclosure, strategies, goals and objectives while monitoring evolving ESG risks and opportunities.

Approval History