CORPORATE SOCIAL RESPONSIBILITY POLICY OF PUBMATIC INDIA PRIVATE LIMITED

Last Updated: March 27, 2015

This Corporate Social Responsibility Policy (“Policy”), framed in accordance with the Companies Act (as defined below), demonstrates our commitment to corporate social responsibility through which we aim to align our business with the needs of society as a whole.

Definitions

  • Board means the Board of Directors of the Company.
  • Companies Act means the Companies Act, 2013 and the rules, circulars, notifications and clarifications thereunder, each as amended.
  • Corporate Social Responsibility (“CSR”) means and includes but is not limited to:
    1. Projects or programs relating to activities specified in Schedule VII to the Companies Act; or
    2. Projects or programs relating to activities undertaken by the Board in pursuance of the recommendation of the CSR Committee and approved by the Board as per this Policy.
  • CSR Committee means the Corporate Social Responsibility Committee constituted by the Board in accordance with section 135 of the Companies Act.
  • Company means PubMatic India Private Limited.

Words and expressions used in this Policy and not defined herein shall have the same meanings assigned to them under the Companies Act.

Purpose

This Policy extends to the CSR activities specified in Schedule VII of the Companies Act and also may cover additional and allied activities, as notified by Ministry of Corporate Affairs or such other body or entity, as appointed / notified by the Government of India (or any State or other authority), from time to time.

CSR Activities

In accordance with the Companies Act, projects and programs relating to one or more of the following areas of CSR, which do not form part of the activities undertaken by the Company in the ordinary course of its business, are proposed to be pursued by the Company (the “CSR Activities”) as determined by the CSR Committee:

  • 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;
  • Promoting education, including special education and employment enhancing vocation skills especially among children, women, elderly, and the differently abled and livelihood enhancement projects;
  • Promoting gender equality, empowering women, setting up homes and hostels for women and orphans, setting up old age homes, day care centers and such other facilities for senior citizens and measures for reducing inequalities faced by socially and economically backward groups;
  • 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 arts and handicrafts;
  • 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 the river Ganga;
  • Measures for the benefit of armed forces veterans, war widows and their dependents;
  • Training to promote rural sports, nationally recognized sports, paralympic sports and Olympic sports;
  • Contribution to the Prime Minister's National Relief Fund or any other fund set up by the Central Government for socio-economic development and relief and welfare of the Scheduled Castes, the Scheduled Tribes, other backward classes, minorities and women;
  • Contributions or funds provided to technology incubators located within academic institutions which are approved by the Central Government;
  • Rural development projects;
  • Slum area development; and
    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.
  • Such other areas and projects as approved by the CSR Committee from time to time subject to applicable law.

To the extent required under the Companies Act, the surplus arising out of the CSR projects or programs of the Company shall not form part of the business profits of the Company.

Budget

In accordance with CSR requirements, the Company seeks to spend annually 2 percent of the average net profits of the Company, made during the three immediately preceding financial years, on specific CSR projects and programs.

Modalities of Execution

The Company will undertake its CSR Activities either directly or through a registered trust or through a registered society or establish another company under Section 8 of the Companies Act or even to collaborate with other entities and the modalities of execution of CSR Activities shall be determined by the Board or the CSR Committee.

Implementation Schedules

The implementation schedule will be dependent on the availability of eligible projects or programs or activities (either new or ongoing).

Compliance, Monitoring and Reporting:

  • Compliance with this Policy will be monitored by the CSR Committee and subject to review by the Board. Compliance will be reported to the shareholders of the Company through the annual report of the Board, in accordance with the Companies Act.
  • To the extent required under the Companies Act, the annual report of the Board shall include the details of the Policy and its implementation, in the format specified in the Companies Act, and the Company shall also display the Policy on its official website.

Amendments to the Policy

The Committee shall review this Policy on a periodic basis and shall update it as necessary or appropriate (subject to approval by the Board, if applicable) to ensure that it reflects CSR requirements as well as the current interests of the Company and relevant stakeholders.