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Corporate SocialResponsibility Policy(CSR Policy)

SABRE TRAVEL TECHNOLOGIES PRIVATE LIMITED

ContentsIntroduction

Objectives of the Policy

Scope Of Corporate SocialResponsibility Policy

Governance Structure

CSR Committee

CSR Expenditure

Monitoring

CSR Focus Areas

Amendments to the Policy

Reporting

Guiding Principles

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IntroductionCorporate Social Responsibility (CSR) is a way of conducting business, by which corporate entities

visibly contribute to the social good. The goal of CSR is to integrate economic, environmental and social

objectives with the company’s operations and growth. CSR is the process by which an organization

thinks about and evolves its relationships with society for the common good and demonstrates its

commitment by giving back to the society for the resources it used to flourish by adoption of appropriate

business processes and strategies.

The main objective of a CSR policy is to make CSR a key business process for sustainable development

of society. In its endeavors to mutually achieve the said objective, the Act stipulates the provisions

regarding mandatory adherence to CSR practices by companies meeting the prescribed criteria.

This CSR policy ("CSR Policy") of Sabre Travel Technologies Private Limited (the “Company”) is in

accordance with the provisions of Section 135 of the Companies Act, 2013 (as amended from time to

time, the “Act”) and rules and regulations made thereunder, including the Companies (Corporate Social

Responsibility Policy) Rules, 2014 ("Rules").

Objectives of the Policy1. To lay down the guidelines for the Company to evolve its relationship with society by way of

social and economic contribution and by giving back to the society for the resources it used to

flourish by adoption of appropriate business processes and strategies.

2. To fulfill the directive of the Act enjoining companies meeting the prescribed criteria to develop

and implement a CSR policy specifying the activities to be undertaken by the Company.

3. To prepare list of activities, programs, initiatives and projects to be undertaken during the

implementation year, and an annual action plan specifying modalities of execution and

implementation schedules for the same.

Scope Of Corporate Social Responsibility Policy

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This CSR Policy would pertain to all activities undertaken by the Company towards fulfilling its corporate

social responsibility objectives. The CSR Policy would also ensure compliance with the Act and would

include the activities as covered under Schedule VII to the Act and the Rules and as amended from time

to time. This CSR Policy is a statement containing the approach and direction given by the Company's

board of directors ("Board"), taking into account the recommendations of its CSR Committee, and

includes guiding principles for selection, implementation and monitoring of activities as well as

formulation of the annual action plan.

Governance StructureThe Corporate Social Responsibility Committee ("CSR Committee") is the governing body that will

articulate the scope of CSR activities for the Company and ensure compliance with the CSR Policy.

CSR CommitteeThe Company will constitute a CSR Committee of the Board consisting of two or more directors The CSR

Committee may delegate its responsibility to any senior or key managerial person(s) or a sub-committee

as and when deemed fit for implementation of CSR programs approved by the Board. The key

managerial person(s) or a sub-committee shall work under the supervision of the Board, the CSR

Committee and report the activities and expenditures in accordance with this CSR Policy and the Act. The

CSR Committee will meet as and when it considers it necessary.

The following shall be the terms of reference of the CSR Committee:

1. Formulate and recommend to the Board, the activities to be undertaken by the Company

as specified in Schedule VII to the Companies Act, 2013 (CSR Activities).

2. To formulate and recommend to the Board, an annual action plan in pursuance of the CSR

Policy, which shall include the following:

(a) the manner of execution of such projects or programmes as specified in rule 4 of the Rules;

(b) the modalities of utilization of funds and implementation schedules for the projects or programmes;

(c) monitoring and reporting mechanism for the projects or programmes; and

(d) details of need and impact assessment, if any, for the projects undertaken by the Company.

Provided that the Board may alter such annual action plan or any part thereof at any time during a

financial year based on the recommendation of the CSR Committee.

3. Adhere to Section 135 of the Act & the Rules (including any statutory modifications,

amendments or re-enactments thereto for the time being in force).

4. Recommend the amount of expenditure to be incurred on the CSR Activities and in

consultation with the Sabre Finance team on the disposable amount.

5. Monitor the execution and implementation of the CSR Policy and the annual action plan

formulated in accordance with this CSR Policy and approved by the Board.

5. Implement the CSR Activities approved by the Board and perform any other duties and

responsibilities that are consistent with the CSR Committee's purpose, and as Board or

the CSR Committee deems necessary or appropriate.

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CSR ExpenditureThe CSR Committee will abide by the provisions relating to annual expenditure on CSR activities as laid

down in the Act read with the Rules, as amended from time to time. The expenditure on CSR Activities

shall be in compliance with section 135 of the Act and the Rules.

7. As and when the CSR Committee deems appropriate and necessary, select and seek the

advice of outside counsel and advisers, on CSR Activities or otherwise in relation to the

activities undertaken by the Company pursuant to this CSR Policy.

8. Assess the independence of any outside counsel and advisers (whether retained by the

CSR Committee or the management of the Company) that provide advice to the CSR

Committee, before selecting or receiving advice from them.

9. At least annually, assess whether the work of CSR consultants involved in determining or

recommending executive or director remuneration has raised any conflict of interest.

10. Review the progress of CSR Activities as and when the Committee meets.

11. Ensure that all CSR partners are onboarded only post all due-diligence activities are

conducted and after they have registered themselves in accordance with the provisions

of the Act and the Rules.

12. Maintain meeting minutes and report the progress of CSR initiatives and activities to the

Board on a regular basis.

13. Carry out additional functions as are contained in any regulatory requirements applicable

to the Company or in the terms of reference of the CSR Committee.

Consistent with the above the CSR Committee of the Board currently has the following members:

CSR Committee Directors: • Jaya Kumar K

• Arun Revi

CSR Committee Members

• Jacksy Verghese

• Aniisu K Verghese

• Vinod Kesvan

• Rachel Eugene

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Without limiting the generality of the previous sentence, the following shall apply to CSR expenditures

made by the Company in pursuance of this CSR Policy -

(a) The surplus arising out of the CSR Activities shall not form part of the business profit of the

Company and shall be ploughed back into the same project or shall be either (i) transferred to the

Unspent CSR Account in accordance with Section 135 of the Act and spent in pursuance of this

CSR Policy and the annual action plan made pursuant to the CSR Policy; or (ii) transferred to a

fund specified in Schedule VII to the Act, in each case within a period of 6 months of the expiry of

the relevant financial year.

(b) If the Company fails to spend the prescribed amount in any financial year, the Board's annual

report shall disclose the reasons for not spending such amount, and unless the unspent amount

relates to any Ongoing Project, such unspent amount shall be transferred to a fund specified in

Schedule VII to the Act, within a period of 6 months of the expiry of such financial year. If the

unspent amount relates to any Ongoing Project, the Company shall, within a period of 30 days

from the end of the relevant financial year, transfer such amount to the Unspent Corporate Social

Responsibility Account. The amount in the Unspent Corporate Social Responsibility Account shall

be spent by the Company in pursuance of its obligations under this CSR Policy within a period of

3 financial years from the date of such transfer, failing which, the Company shall transfer the

same to a fund specified in Schedule VII to the Act, within a period of 30 days from the date of

completion of the 3rd financial year..

(c) If the Company spends in excess of the prescribed amount, the excess may be set-off against the

amount required to be spent in the immediately succeeding 3 financial years subject to the

conditions that – (a) the excess amount available for set off shall not include the surplus

arising out of the CSR activities, if any; and (b) the Board shall pass a resolution to that effect.

(d) The Board shall ensure that Administrative Overheads do not exceed 5% of the Company's total

CSR expenditure in any financial year.

(e) The CSR amounts may be spent by the Company for the creation or acquisition of a capital asset,

which shall be held by - (a) a company established under section 8 of the Act, or a Registered

Public Trust or Registered Society, having charitable objects and CSR Registration Number under

sub-rule (2) of rule 4 of the Rules; or (b) the beneficiaries of the said CSR project, in the form of

self-help groups, collectives, entities; or (c) a public authority, provided that any capital asset

created by the Company prior to 22 January 2021 shall within a period of 180 days from such

date (i.e., within 21 July 2021) comply with this requirement, which may be extended by a further

period of not more than 90 days with the approval of the Board based on reasonable justification.

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"Ongoing Project", for the purposes of this CSR Policy, means a multi-year project undertaken by the

Company in fulfilment of its CSR obligations having timelines not exceeding 3 years excluding the

financial year in which it was commenced, and shall include such project that was initially not approved

as a multi-year project but whose duration has been extended beyond 1 year by the Board based on

reasonable justification.

"Unspent Corporate Social Responsibility Account", for the purposes of this CSR Policy, means a special

account for a particular financial year opened by the Company in any scheduled bank, in accordance with

the Act and the Rules for depositing amounts remaining unspent in a financial year pursuant to any

Ongoing Project.

"Administrative Overheads", for the purposes of this CSR Policy, mean the expenses incurred by the

Company for ‘general management and administration’ of CSR functions in the Company but shall not

include the expenses directly incurred for the designing, implementation, monitoring, and evaluation of a

particular CSR project or programme.

MonitoringThe CSR Committee shall ensure a transparent monitoring mechanism for CSR Activities. The Board

shall review the progress of CSR Activities at least annually, and shall satisfy itself that the funds

disbursed for CSR Activities have been utilised for the purposes and in the manner as approved by it and

the Chief Financial Officer of the Company or the person responsible for financial management of the

Company shall certify the same. In case of any Ongoing Project, the Board shall monitor the

implementation of the project with reference to the approved timelines and year-wise allocation and

shall be entitled to make modifications, if any, for smooth implementation of the project within the

overall permissible time period.

CSR Focus AreasSubject to the provisions of the Act and the Rules, the Company will support one or more programs and

activities as mentioned under Schedule VII of the Companies Act, 2013 and also such other activities

including but not limited to the following:

(i) 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.

(ii) Promoting education, including special education and employment enhancing vocation skills

especially among children, women, elderly and the differently abled and livelihood enhancement

projects.

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(iii) Promoting gender equality, empowering women, setting up homes and hostels for women

and orphans; setting up old age homes, day care centres and such other facilities for senior

citizens and measures for reducing inequalities faced by socially and economically backward groups.

(iv) Ensuring environmental sustainability, ecological balance, protection of flora and fauna, animal

welfare, agroforestry, conservation of natural resources and maintaining quality of soil, air and water

including contribution to the Clean Ganga Fund set-up by the Central Government for rejuvenation of

river Ganga.

(v) Protection of national heritage, art and culture including restoration of buildings and sites of

historical importance and works of art; setting up public libraries; promotion and development of

traditional art and handicrafts.

(vi) Measures for the benefit of armed forces veterans, war widows and their dependents, Central

Armed Police Forces (CAPF) and Central Para Military Forces (CPMF) veterans, and their dependents

including widows.

(vii) Training to promote rural sports, nationally recognised sports, paralympic sports and olympic

sports.

(viii) Contribution to the prime minister's national relief fund or Prime Minister’s Citizen Assistance and

Relief in Emergency Situations Fund (PM CARES Fund) or any other fund set up by the central

government for socio-economic development and relief and welfare for disadvantaged groups of the

schedule caste, tribes, other backward classes, minorities and women;

(ix) Contribution to incubators funded by Central Government or State Government or any agency or

Public Sector Undertaking of Central Government or State Government, and contributions to public

funded Universities, Indian Institute of Technology (IITs), National Laboratories and Autonomous

Bodies (established under the auspices of Indian Council of Agricultural Research (ICAR), Indian

Council of Medical Research (ICMR), Council of Scientific and Industrial Research (CSIR), Department

of Atomic Energy (DAE), Defence Research and Development Organisation (DRDO), Department of

Science and Technology (DST), Ministry of Electronics and Information Technology) engaged in

conducting research in science, technology, engineering and medicine aimed at promoting

Sustainable Development Goals (SDGs).

(x) Rural development projects.

(xi) Slum area development. Explanation.- For the purposes of this item, the term `slum area' shall

mean any area declared as such by the Central Government or any State Government or any other

competent authority under any law for the time being in force.

(xii) Disaster management, including relief, rehabilitation and reconstruction activities.

Amendments to the PolicyThe CSR Committee will review this CSR Policy from time to time and may recommend amendments to

it as it deems appropriate. The Company is committed to continuously reviewing and updating our

policies and procedures. Any amendment of any provision of this CSR Policy must be approved in

writing by the Company’s Board as per the recommendations of the CSR Committee and in applicable

regulatory filings pursuant to applicable laws and regulations, together with details about the nature of

the amendment.

Guiding PrinciplesThe Company's CSR contributions shall be towards any activities undertaken within India. This CSR

Policy, the Company and the CSR Committee will give preference to the local area and areas around it

where the Company and its offices operate, in spending the amount earmarked for CSR activities.

Reporting(a) The Board's report pertaining to any financial year shall include an annual report on CSR

containing particulars specified in Annexure I or Annexure II of the Rules, as applicable.

(b) In the event the Company's average CSR obligation becomes INR 10,00,00,000 or more in

pursuance of subsection (5) of section 135 of the Act, in the 3 immediately preceding financial

years: (i) the Company shall undertake an impact assessment, through an independent agency,

of its CSR projects having outlays of INR 1,00,00,000, and which have been completed not less

than 1 year before undertaking the impact study; and (ii) the impact assessment reports shall be

placed before the Board and shall be annexed to the annual report on CSR.

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