A. Wipro Enterprises’ Charter on Corporate Social Responsibility

At Wipro Enterprises, it is our conviction that the engagement with social issues must be deep, meaningful and formed on the bedrock of long term commitment; for that is the only way by which real change can happen on the ground. This is also reflective of the fact that such an approach serves both, enlightened business interest and social good. We run our social programmes on a strong foundation of ethical principles, good governance and sound management. This includes, among other things, holding ourselves up to public scrutiny through a framework of transparent, rigorous reporting.

We are committed to further capacity building, empowerment of communities, inclusive socioeconomic growth, environment protection, promotion of green and energy efficient technologies, development of backward regions and upliftment of the marginalized and underprivileged sections of the society.

Wipro Enterprises is committed to operate and grow its business in a socially responsible way. Our vision is to grow our business whilst reducing the environmental impact of our operations and increasing our positive social impact.

B. Wipro Enterprises’ CSR Policy

The central tenets of our approach have been the emphasis on strong, meaningful work on systemic social issues. Our CSR policy articulated below therefore reflects these principles and strategies that have informed our long history of corporate citizenship and social responsibility over the years.

All CSR projects which we are going to will be in line with the CSR policy and also as per those activities enlisted in Schedule VII of the Companies Act, 2013.

Our approach to social responsibility and sustainability rests on three important pillars

The Strategic:

We choose domains and issues to engage with that are force multipliers for social change and sustainable development.

The Systemic:

We choose to engage on systemic issues that require deep, meaningful and challenging work. The objective is to affect systemic change at ground level over a period of time.

The Deliberative:

Our emphasis on depth and on long term commitment implies a deliberative approach that precludes spreading ourselves thin. By implication, this also means that we are wary of expanding and growing our social programmes as ends in themselves. We will continue to adhere to this approach going forward.

C. Governance

The CSR committee ( Sub committee to the Board) will be the apex body that will oversee our CSR policy and programmes. The CSR Policy is approved by the Board and is available on the website of the Company.

CSR Committee Composition and Meetings:

The Committee is consisting of three members of the Board and is headed by non-executive director. The Committee shall hold meeting as and when required, to discuss various matters related to CSR activities of the Company. The Committee is requested to meet at least twice in a financial year. The committee comprises of following directors:

The Board of Directors constituted a Corporate Social Responsibilities (CSR) Committee comprising following members-

#	Name of the Directors	Category
1	Mr. Suresh C Senapaty	Chairman
2	Mr. Vineet Agrawal	Member
3	Mr. Pratik Kumar	Member

The Company Secretary of the Company will also act as Secretary to this Committee and present the CSR report to the Committee and Board periodically.

Powers of the Committee :

Following are the Powers of the CSR Committee:

i. Formulate and amend, time to time, this CSR Policy and recommend the same to the Board of Directors of the Company for approval and adoption.

ii. To recommend and undertake such CSR activities as approved by the Board of Directors of the Company.

iii. To monitor the implementation of CSR activities in terms of the CSR Policy.

iv. To seek the reports on the progress of CSR activities undertaken by the Company.

v. The Committee will formulate the Annual action plan in relation to CSR Expenditure.

vi. Ensure that the administrative overheads are not more than 5% of the total CSR Expenditure.

vii. The Company will take an impact assessment report, if applicable for their CSR Project through an independent agency.

viii. To Prepare /finalize CSR Committee Charter in respect of Company’s Focus area, Project Selection process, and internal reviews for CSR Committee guidance and same to be placed before the Board for its approval.

Board’s Rights and Responsibilities:

Following rights and responsibilities vests with the Board of the Company in connection with the CSR Policy and framework:

i. To approve the CSR Policy after taking into account the recommendations made by the CSR Committee.

ii. To ensure that Company makes mandatory disclosures in the Company’s Annual Reports and website, relating to CSR Committee members, Policy and the activities undertaken.

iii. To ensure annual reporting of CSR Policy and activities to the appropriate governmental authority as mandated by applicable law.

iv. The Board shall approve the CSR policy and oversee that identified work is duly undertaken and in each financial year at least 2% of average net profit of preceding three financial years is spent effectively.

v. To Ensure that the administrative overheads are not more than 5% of the total CSR Expenditure.

vi. To Ensure that the funds so disbursed have been utilized for the purposes and in the manner as approved by Board / CSR Committee and the Chief Financial Officer shall certify to that effect.

vii. To Approve for transfer of unspent CSR Amount if any in accordance with the law.

viii. In case of an ongoing project, the board shall monitor the implementation of the project with reference to the approved timelines and year-wise allocation and shall be competent to make modification, if any required.

D. Monitoring Mechanism:

The goals and objectives along with the annual budgets of CSR to be discussed and signed off at the beginning of every financial year with the CSR committee and the Board of Directors.

The CSR Committee shall formulate and recommend to the Board of Directors, an annual action plan in pursuance of its CSR policy which includes

i. list of CSR projects to be undertaken

ii. the manner of execution of such projects,

iii. utilization of funds,

iv. monitoring and reporting mechanism for the projects or programs; and

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

The Board of Directors may alter the plan, any time during the financial year, as per the recommendation of its CSR Committee.

The CSR Committee allocates the budgets to programs and projects in domains that are aligned with the CSR policy. A significant proportion of our programs comprise ongoing, long-term projects and these are deemed to be approved till the end of the period specified in their contracts/agreements .

Along with approval of the annual plan, the CSR committee to review the progress of all key programs vis-à-vis its broad objectives for the previous year including effective utilization of the funds and a formal assessment of outcomes and impacts as considered relevant by the Board and the Committee.

All decisions on outcome/impact evaluation are required to be presented to the CSR Committee /Board once a year.

Impact Assessment :

The Company shall undertake impact assessment of the CSR activities undertaken by the Company through an independent agency:

i. If the average CSR obligation of the Company, in the 3 immediately preceding financial years is Rs. 10 crores or more;

ii. The activity or the CSR project has an outlay of Rs 1 crore or more;

iii. Considering company’s performance and its net profit crosses the threshold, Committee shall appoint independent agency to complete impact assessment.

In this regard, our approach to the evaluation of program outcomes and impacts is guided by the recognition of the complex reality underlying social change and developmental progress, especially in a diverse country like India. We think it is critical to recognize widely varying contextual nuances, the intricate web of interconnections within and across domains and the often uncertain trajectory of long term outcomes that lead to meaningful impacts. Illustratively, meaningful outcomes in school education are not only a result of the quality of teaching -learning that happens within the boundaries of a school but are closely correlated with the issues of gender, community resilience, livelihoods, energy access, clean water and sanitation. Incorporating such an approach while simultaneously avoiding the trap of standardized templates with a fixation on quantified outcomes is what characterizes our policy on impact assessment. All decisions on outcome/impact evaluation are taken by the CSR Committee and presented to the Board as part of the annual planning and review cycle.

E. Domains

The various areas of CSR activities will primarily include the following:

Education

Promoting education, including special education and inclusive education for children with disability, and skill development and livelihood enhancement projects. We have a unique programme to support young girls education which is called Santoor Scholarship program_ is an initiative to financially support girls from disadvantaged backgrounds, who wish to pursue higher education after grade 12.

Community Health Care

Engaging with the community to promote health care including preventive health care, safe drinking water and sanitation. Providing primary health care services for disadvantaged communities who are proximate to our areas of business operations.

Ecology

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.

Disaster Relief and Rehabilitation

Engaging with communities affected by natural disasters for relief and long-term rehabilitation to strengthen their resilience, e.g. intervention in livelihoods, access to education.

Business Sustainability

Reducing and minimizing the environmental footprint of our operations and enhancing the biodiversity quotient of our facilities.

The above is only an illustrative list and the CSR activities will not be restricted to these activities only and CSR Committee will take up new areas of CSR activities as per the Schedule VII of the Companies Act, 2013 read with CSR rules as amended from time to time.

F. Geographies

We will work with communities proximate to our office location/centers of operations in India. As appropriate, and on a case to case basis, we may choose to work with communities in these same geographies which are not necessarily proximate to our office location/centers of operation.

G. CSR Expenditure

i. The administrative overheads spend by the Company should be less than or equal to 5% of total CSR expenditure of the Company for the financial year.

ii. The surplus out of CSR activities shall be ploughed back into the same projects or shall be transferred to the Unspent CSR Account within a period of six months of the expiry of the financial year.

iii. Company spends an amount in excess of requirement, such excess amount may be set off against the CSR spending requirement up to immediate succeeding three financial years subject to the conditions that –

a) The excess amount shall not include the surplus arising out of CSR activities.

b) Board shall pass a resolution.

iv. The CSR amount spent by a Company for creation or acquisition of a capital asset for-

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; or

b) beneficiaries of the said CSR project, in the form of self-help groups, collectives, entities; or

c) a public authority:

d) For existing capital assets the Company shall comply with the above provisions within 180 days or with the approval of further 90 days by the Board.

H. Special Unspent CSR Account

A special bank account, called an Unspent CSR Account for each financial year to be opened by the Company in any scheduled bank. The account shall be credited with following

i. Any amount remaining unspent pursuant to any ongoing project, undertaken by a Company in pursuance of its CSR Policy shall be transferred by the Company in the unspent CSR Account within a period of thirty days from the end of the financial year

ii. The amount transferred to the unspent CSR account shall be spent by the Company in pursuance of its obligation towards the CSR Policy within a period of three financial years from the date of such transfer.

iii. Any surplus amount from CSR Project which is discontinued or completed.

For ongoing projects if the Company fails to spend the amount within a period of three financial years, the amount shall be transferred to a Fund specified in the Act and rules made there under, within a period of thirty days from the date of completion of the third financial year.

I. Implementation of CSR programmes/projects

Our implementation approach is to work primarily through implementing agencies/partners with established track records in the respective domains. The programmes would be identified as per the requirement in the community/schools, etc. Professional agencies may be engaged in conducting the due diligence, need based assessment in some programmes, wherever required.

The CSR projects will be implemented either directly by the Company or through Wipro Cares, which is a philanthropic trust registered in 2003 under the Indian Trusts Act, 1882 or through Wipro Foundation, a public charitable trust registered under the Indian Trusts Act, 1882.

Both the above trusts are also implementing partner for Company’s CSR programmes/activities.

J. Process for undertaking CSR activities/projects through partnering NGOs

The following procedure will be adhered to while undertaking/funding CSR activities/projects through NGOs:

i. Wipro cares or Wipro Foundation, Company’s implementing partners, conducts due diligence before partnering with any NGO for CSR activities.

ii. Presentation of Project/program details.

iii. Execution of CSR Agreement with the Partnering NGOs, which will detail the key roles and responsibilities of each of the parties for a specified project or projects identified by the Company.

iv. Scheduling of disbursements of funds relating to the program and monitoring system in accordance with pre-agreed milestones with partners.

v. The Committee whilst making any contribution will specify the activities for which it is made and the amount for the same.

K. Volunteering

The Company will encourage and enable employees and other stakeholders to participate in the projects supported by it through Employee Volunteering Programmes (EVP).

The Company will recognize the efforts put in by employees in CSR activities through annual appraisal system. The Head HR will play a specific role in building capacities, skills and talents under the concept of the Company’s broader vision on CSR.

L. Display of CSR activities on its Website

The composition of CSR Committee, and CSR Policy and Projects approved by the Board will be displayed on the company’s website, for public access.

M. Amendments to the policy

The Board of Directors, either on its own or as per the recommendations of CSR Committee, can amend this Policy, as and when required. The decision of the Board of Directors on all matters, relating to this Policy, shall be final and binding upon all concerned. This Policy is subject to continuous review and updates as required from time to time.