Corporate Social Responsibility Policy

VKL Seasoning Private Limited, a leading name in seasoning and flavour solutions in India, is committed to addressing societal challenges, enhancing livelihoods, promoting equity, protecting the environment, and fostering a sustainable future for the communities in which it operates. To fulfill this commitment, VKL actively engages in locally relevant initiatives and collaborates with key stakeholders to create lasting impact.

This Corporate Social Responsibility Policy (“CSR Policy”) defines VKL’s approach to Corporate Social Responsibility (“CSR”), and establishes the principles and framework for undertaking projects, programs, and activities (collectively, “CSR Programs”) in accordance with Section 135 of the Companies Act, 2013 (“the Act”), and the Companies (CSR Policy) Rules, 2014 (“CSR Rules”), including applicable amendments (collectively, “CSR Requirements”).

1. Title and Applicability

This CSR Policy applies to VKL and its operations in India, as well as to all employees involved in the planning, implementation, monitoring, and reporting of CSR activities.

All CSR programs undertaken by VKL are independent of its core business operations and are implemented in compliance with applicable CSR Requirements.

2. CSR Governance and Roles

All members of the Board of Directors shall collectively constitute the CSR Committee. The Board/ CSR Committee shall be responsible for overseeing the implementation of this CSR Policy and ensuring that all CSR activities are carried out in compliance with the provisions of the Companies Act, 2013, the applicable CSR Rules, and this Policy.

The Board/ CSR Committee shall be responsible for the following:

• Recommending the CSR Policy and any amendments thereto to the Board of Directors for approval.
• Recommending the Annual CSR Action Plan, including any modifications, to the Board for approval. The Action Plan shall detail (i) CSR activities to be undertaken; (ii) locations, budgets, and implementation timelines of the programs; and (iii) the monitoring mechanisms and impact assessments framework.
• Recommending the annual CSR expenditure and allocation of funds to the Board for its approval.
• Providing strategic guidance on CSR priorities and periodically reviewing CSR projects and programmes to ensure alignment with the CSR Policy.
• Monitoring the implementation of CSR activities to ensure effective utilisation of funds and compliance with applicable laws and the CSR Policy.
• Nominating and guiding internal teams or external implementing partners for effective execution and monitoring of CSR initiatives; and
• Reviewing CSR performance and ensuring appropriate disclosures in the Board’s Report, including reasons for any unspent CSR amount, where applicable.

Additionally, the Board/ CSR Committee shall conduct periodic reviews through physical or virtual meetings.

3. CSR Spends

• Pursuant to the CSR Requirement, VKL shall allocate two (2) percent of its average net profits of the preceding three financial years towards CSR activities (“CSR Fund”).
• All direct expenses and administrative overheads incurred in relation to CSR programs shall be classified as CSR expenditure.
  • Direct Expenses: Costs incurred for designing, implementing, monitoring, and evaluating specific CSR Programs. Expenses incurred by NGO or implementing partners, including management, communication, reporting, stationery, utilities, and office supplies directly related to CSR projects, shall form part of program costs.
  • Administrative overheads: Expenses incurred by VKL for employees exclusively engaged in CSR activities, including remuneration, travel, and utilities, shall be considered administrative overheads. Such overheads shall not exceed five per cent (5%) of the total CSR expenditure of the Company in a financial year.
• Any excess CSR expenditure incurred in a financial year may be set off against future CSR obligations for up to three (03) financial years, subject to the Board/CSR Committee’s approval and compliance with CSR Rules.
• Any surplus arising from CSR activities shall be reinvested in CSR initiatives and shall not form part of the business profits of the Company.
• Unspent CSR amounts, other than those relating to ongoing projects, shall be transferred in accordance with CSR Rules.

4. CSR Focus Areas of Engagement / Priority Activities

VKL’s CSR initiatives are need-based, community-oriented, sustainable, and focused on the following areas:

• Environmental Sustainability: Promoting ecological balance, conservation of natural resources, biodiversity protection, renewable energy initiatives, and development of green spaces.
• Community Empowerment: Supporting education, skill development, entrepreneurship, livelihood enhancement, and inclusive opportunities for youth, women, and marginalised communities.
• Health and Well-being: Addressing hunger, poverty, and malnutrition; promoting maternal and child health; increasing nutrition awareness; and addressing non-communicable diseases.
• Water, Sanitation, and Hygiene (WASH): Improving access to safe drinking water, sanitation, and hygiene facilities.
• Farmer Development: Supporting sustainable agricultural and non-farm livelihoods, rainwater harvesting, and food security initiatives.
• Research and Development: Funding research in science, technology, and medicine through collaboration with approved academic or medical institutions.
• Emergency Relief: Providing aid during natural disasters and contributing to government relief and welfare funds.
• Other Initiatives: Any other CSR activities permitted under Schedule VII of the Act.

5. Guiding Principles for Program Selection

VKL focuses on implementing equitable, inclusive, and impactful CSR initiatives by directing resources towards communities with the greatest need. Programme selection priorities include:

• Strategic, multi-year programs aligned with the Company’s mission and CSR focus areas.
• Initiatives with the potential for large-scale and sustainable social impact.
• Leveraging the Company’s intellectual, human, technological, and financial strengths.
• Strengthening and scaling existing CSR interventions.
• Building partnerships with credible grassroots and expert organizations.

Detailed guidelines for CSR program selection and implementation are provided in the CSR Standard Operating Procedure, available on the Company’s internal intranet.

6. Implementation of the CSR Policy

CSR Programs shall primarily focus on communities surrounding VKL’s offices and manufacturing locations. Projects may also be undertaken in other geographies based on societal needs or during exceptional circumstances, in line with Schedule VII of the Act. CSR activities may be implemented through:

• Partnerships with eligible non-profit organisations holding a valid CSR-1 registration issued by the Ministry of Corporate Affairs, Section 8 companies, trusts, educational institutions, or government agencies.
• Collaboration with other companies or joint ventures.
• Direct implementation through affiliates, Company personnel, vendors, or employee volunteers; or
• A combination of the above.

CSR projects are evaluated based on feasibility, impact potential, alignment with this Policy, and community needs. Due diligence is conducted on implementing partners prior to engagement. CSR proposals and budgets require approval from the Board/ CSR Committee. Multi-year programs are encouraged to ensure sustainable outcomes.

VKL may engage external experts or consultants for baseline studies, project design, monitoring, evaluation, and impact assessments. Employees are encouraged to contribute through volunteering their time, skills, and expertise. Impact assessments shall be conducted in accordance with Rule 8(3) of the CSR Rules, and reports shall be placed before the Board/ CSR Committee and disclosed as required. Exit strategies may be planned where appropriate to enable communities to sustain CSR initiatives independently.

7. Monitoring and Reporting Framework

VKL has established a monitoring framework to ensure transparency, accountability, and effectiveness of CSR Programs. Each project is implemented with defined objectives, timelines, and measurable outcomes. Progress and impact are periodically reviewed, and reports are submitted to the Board/ CSR Committee.

CSR expenditure and performance are disclosed in the Company’s annual reports in accordance with statutory requirements.

8. Ethics, Compliance and Exclusions

VKL adheres to dsm-firmenich’s global Code of Business Ethics and anti-bribery and anti-corruption policies in all CSR activities. Partnerships shall be entered into only with credible, non-political entities to avoid conflicts of interest. Contributions to political or religious causes, and sponsorships involving gifts or favors, are excluded from CSR activities. Any suspected violations may be reported through the Company’s Speak-Up platform.

The following activities are excluded from CSR expenditure:

• Activities undertaken exclusively for the benefit of employees or their family members.
• Activities undertaken in the normal course of business.
• Expenditure not aligned with Schedule VII of the Act.
• One-off events such as marathons, awards, or sponsorships.
• Expenses incurred solely for statutory or regulatory compliance.

9. Approval and Review of the CSR Policy

This CSR Policy has been reviewed, approved, and adopted by the Board of Directors. The Policy shall be reviewed periodically to ensure alignment with statutory requirements, societal needs, and the Company’s sustainability objectives. Any amendments shall be subject to Board approval.

10. Contact

Any queries or clarifications regarding this Policy may be addressed to the India Sustainability and CSR Head.

11. Appendices

1. Code of Business Ethics
2. Group Policy on Anti-Bribery & Corruption
3. CSR Standard Operating Procedure (India)

12. Policy Management

B) OTHER COMPANY POLICIES

C) OTHER COMPANY INFORMATION

ANNUAL RETURN

AGM NOTICE

D) DIRECTOR CHANGES INTIMATION

Director information as available on MCA website is upto date