Enclosure 1

Corporate Social Responsibility (CSR) Policy of Sophos Technologies Private Limited.
1. Concept
Corporate Social Responsibility is strongly connected with the principles of Sustainability; an organization
should make decisions based not only on financial factors, but also on the social and environmental
consequences. Therefore, it is the core corporate responsibility of Sophos Technologies Private Limited
to practice its corporate values through its commitment to grow in a socially and environmentally
responsible way, while meeting the interests of its stakeholders.
2. Effective Date
This policy will come into force with effect from 1st April, 2014.
3. CSR Committee
i. The Board of Directors of the Company shall constitute a Corporate Social Responsibility Committee(CSR Committee) of the Board consisting of three or more directors.
ii. The Committee, referred above, shalla. Formulate and recommend to the Board the CSR Policy and any amendments thereof;
b. Recommend the amount of expenditure to be incurred on the activities, as per CSR Policy;c. Be responsible for implementation and monitoring of CSR projects or programmes or activities ofthe Company.
iii. The CSR Committee shall meet as and when deemed necessary.
iv. Quorum of meeting of CSR Committee shall be one third of the total strength or two directors,
whichever is higher.
v. The CSR Committee may invite Executives, Advisors, representatives of Social Organizations,Auditors of the Company and such other person (s) as it may consider necessary to attend themeeting.
4. Activities and implementationi. The scope of this policy will extend to activities as stated under Schedule VII of the Companies Act,
2013, and any amendment or all additional and allied matters, as may be notified by Ministry ofCorporate Affairs or such other body, as appointed / notified by Central or State Government, fromtime to time for this purpose.
ii. The Board of Directors of the Company may on recommedation of the CSR Committee, determine /approve the projects or programmes or activities (identified project or programme or activity) to beundertaken by the Company under CSR initiatives, from time to time. However, the Board shall ensurethat the projects or programmes or activities undertaken are related and within the broad purview of
the activities as stated under Schedule VII or any other relevant provision of the Companies Act, 2013.
iii. The minimum eligibility criteria for any project or programme or activity and / or other incidental orancillary matters, including but not limited to quantum of proposed expenditure, shall be finalized by
the Board of Directors or any delegatee thereof, on recommendation of the CSR Committee.
iv. The modalities of execution of CSR projects or programmes or activities and implementation thereof
shall be determined by the Board of Directors or its Committee (excluding any Board Committee
formed for some other specific purpose, however including but not limited to Committee of Directors)
from time to time, upon recommendation of the CSR Committee.
v. The CSR Committee shall frame rules or issue directives with regard to monitoring of the CSR projects
or programmes or activities.
vi. The CSR Committee may by resolution delegate or entrust any of the function, acts, deeds or things,etc. as may be required to be performed or complied by it, whether under Companies Act, 2013 orrules made thereunder or otherwise to any person, whether in employment of the Company orotherwise, and any such function, acts, deeds or things, etc. performed by such person pursuant to such
resolution shall have effect, as if the same has been performed by the Committee itself.
vii.

The Board of Directors of the Company may on the recommendation of the CSR Committee,
decide to undertake CSR projects or programmes or activities through a registered trust or a registeredsociety or a Company or an associate Company established by Tide Water Oil Company (India)
Limited or otherwise (Implementing Agency). Provided that, in such case the provisions relating toCompanies (Corporate Social Responsibility) Rules, 2014, are required to be complied with.

viii.
The Board of Directors may on recommendation of the CSR Committee decide to collaborate
with other Companies for undertaking CSR projects or programmes or activities.
ix. While undertaking CSR projects or programmes or actvities preference shall be given to the local areaor area of operation of the Company. Such area of operation for any identified project or programmeor activity shall be finalized by the Board of Directors or any Committee thereof, uponrecommendation of the CSR Committee.
5. Quantum of investment
i. The Company shall spend, in every financial year, at least 2% of the average net profits of the Companymade during the immediately 3 preceeding financial years. Net profit in such case will have themeaning as stated under Rule 2(f) of the Companies (Corporate Social Responsibility) Rules, 2014.
ii. CSR Expenditure shall include all expenditure including corpus for projects or programmes relating
to CSR activities approved by the Board on recommendation of CSR Committee. However, the same
will not include expenditure on any item not in conformity or in line with the activities stated underSchedule VII of the Companies Act, 2013.

iii. CSR projects or programmes or activities undertaken in India only shall be considered as CSRExpenditure.
iv. Projects or programmes or activities that benefit only the employees of the Company and their families
shall not be considered as CSR activities.
v. Contribution of any amount directly or indirectly to any political party shall not be regarded as a CSR
activity.
vi. Any expenditure incurred for building CSR capacity, whether own or that of eligible Implementing
Agency, shall not exceed five percent of total CSR expenditure, in one particular financial year.
vii. Surplus arising out of CSR projects or programmes or activities shall not form part of the businessprofit of the Company.
viii. If the Company fails to spend, the amount stated hereinabove, then reason for not spending shall be
stated in the Directors Report.
Allied Mattersi.
With regard to CSR activities, Boards Report to state such particulars as stated under Companies(Corporate Social Responsibility) Rules, 2014.
ii.
The Company shall display such particulars relating to CSR Policy and activities undertaken
thereunder as stated under Companies (Corporate Social Responsibility) Rules, 2014.