Corporate Social Responsibility Policy

Introduction

Purpose

vivo Mobile India Private Limited's Corporate Social Responsibility Policy (hereinafter referred to as the 'CSR Policy' or 'Policy') is framed in terms of the Companies Act, 2013 (hereinafter referred to as the 'Act') read with the Companies (Corporate Social Responsibility Policy) Rules, 2014 (hereinafter referred to as the 'CSR Rules'), as amended from time to time, along with subsequent amendments and Gazette notifications (together referred as 'Legal Provisions').

The CSR Policy would pertain to all activities undertaken towards fulfilling corporate social responsibility objectives and ensure compliance with Section 135 of Companies Act, 2013.

Approval of CSR policy

The policy was formulated by the CSR committee, and the Board of the Directors of the Company ('Board') has approved this Policy, after considering the recommendations by the CSR Committee.

The Board may amend the Policy as may be required from time to time, based on the recommendations of the CSR Committee. Any or all provisions of this Policy are subject to the applicable provisions of the Companies Act, 2013, and any subsequent amendments thereof made from time to time.

Philosophy

vivo Mobile India Private Limited ('vivo India' or 'the Company') is led by our core values like Benfen – doing the right things, and doing things right, Design Driven, User Orientation, Continuous Learning, and Team-Spirit. vivo's Corporate vision of developing a healthier, more sustainable world class corporation aligns with our CSR strategy to empower marginalized and under privileged individual, communities by various meaningful social development interventions.

vivo India believes that businesses have a profound responsibility to contribute positively to the world that sustains them. Our approach to Corporate Social Responsibility goes beyond driving holistic business growth—it focuses on minimizing environmental impact, replenishing natural resources, and uplifting communities around the area of our operation. We are dedicated to operating ethically and responsibly, safeguarding the environment and human well-being, upholding human rights, and fostering mutual respect and learning with the diverse cultures and communities we engage with.

Guiding Principles

vivo India's CSR framework is based on the following principles:

  1. 1. Integrity and Accountability: Upholding ethical standards, transparency, and compliance in all CSR actions.
  2. 2. Inclusion and equity: prioritizing vulnerable and underrepresented groups to ensure that no individual is marginalized or excluded.
  3. 3. Innovation for Good: Leveraging vivo India's technological strengths to develop scalable and sustainable social impact solutions.
  4. 4. Partnerships for Progress: Collaborating with Governments, Non-Governmental Organizations, Academia, and Communities to optimize impact.
  5. 5. Sustainability and Continuity: Making sure that CSR efforts support long-term social and environmental resilience.
  6. 6. Focus on Creating Impact: Creating long term impact in every project through our interventions.

Applicability

The CSR Policy applies to all entities and stakeholders involved in the planning, execution, and monitoring of CSR activities. This includes:

  • The Company itself, across all its business units and project offices in India.
  • The Board of Directors and CSR Committee, responsible for oversight, approval, and governance of CSR initiatives.
  • CSR and Sustainability Teams, who plan, implement, and monitor CSR programs.
  • Implementing partners, such as NGOs, trusts, or Section 8 companies, executing CSR projects.
  • Vendors, consultants, and community stakeholders, who contribute to or are impacted by CSR efforts.

The CSR Policy applies across the company's value chain to ensure ethical, inclusive, and compliant social responsibility practices.

Governance structure

The Board of Directors shall constitute a Corporate Social Responsibility Committee (the CSR Committee) with the composition and quorum prescribed by law, which shall be responsible for formulating and recommending to the Board the CSR Policy, identifying and vetting CSR programmes, monitoring implementation and ensuring statutory compliance with all applicable CSR requirements.

Roles & responsibilities for the CSR Committee

  • Shall formulate and recommend to the Board the CSR Policy and any amendments
  • Recommend the annual CSR budget and expenditure.
  • Shall indicate the activities to be undertaken as specified in the Act,
  • Shall review and recommend the CSR Annual Action Plan to the Board,
  • Shall monitor the CSR activities and compliance with the CSR Policy from time to time
  • Shall review and implement, if required, any other matter related to CSR initiatives.
  • Shall discharge such duties and functions as indicated in Companies Act, CSR Rules and subsequent clarifications / notifications and such other functions as may be delegated to the Committee by the Board.

Roles & responsibilities for the Board of Directors

  • Shall consider and approve the CSR Action Plan and any subsequent modifications on the recommendation of the CSR Committee,
  • Shall ensure that the Company fulfils its CSR spending obligations and disclosure requirements under the Act and Rules,
  • Shall maintain records of approvals, financial utilisation, implementation reports, impact assessments in the form and manner required by law.

Constitution and composition

The Board of Director have approved the Constitutions of Corporate Social Responsibility Committee with the Composition of two Directors as following:

S/N Name Designation in Company Designation in CSR Committee
1. Zhiyong Chen Managing Director Chairperson
2. Harinder Dahiya Director Member

Modes of Implementation

The CSR projects/programs/activities at vivo will be undertaken by the Company either directly or through implementing agency. Further, the Company may enter Memorandum of Understanding (MOU) with the implementing agencies setting out clear terms and conditions to enable completion of projects in the most efficient manner.

CSR activities shall be carried out through one or a combination of the following:

  • Directly by vivo India or
  • Through third-party eligible entities as per the CSR Rules:
    1. i. a company established under section 8 of the Act, or a registered public trust or a registered society exempted under sub-clauses (iv), (v), (vi) or (via) of clause (23C) of section 10 or registered under section 12A and approved under 80 G of the Income Tax Act, 1961 (43 of 1961), established by the company either singly or along with any other company, or
    2. ii. a company established under section 8 of the Act or a registered trust or a registered society, established by the Central Government or State Government, or
    3. iii. any entity established under an Act of Parliament or a State legislature, or
    4. iiiv. a company established under section 8 of the Act, or a registered public trust or a registered society exempted under sub-clauses (iv), (v), (vi) or (via) of clause (23C) of section 10 or registered under section 12A and approved under 80G of the Income Tax Act, 1961, and having an established track record of at least three years in undertaking similar activities.

The Company may use the services of internal teams, expert agencies, consultancy firms, etc, wherever required for carrying out baseline surveys, guidance on project design and implementation, due diligence of implementation partners, CSR project monitoring, and impact assessment, etc. The Company will encourage its employees to volunteer for community service.

CSR activities

CSR activities are initiatives that are separate from normal course of business and are aligned with the activities listed in Schedule VII of the Act, read with Section 135 of the Act and the CSR Rules. These activities will be undertaken with the goal of uplifting marginalised communities and creating sustainable positive change in accordance with the Sustainable Development Goals (SDGs).

FOCUS AREAS/THEMATIC AREAS :

Digital Education and Youth Empowerment

  • Promoting digital literacy, STEM learning, and employability for youth and girls.
  • Establishing smart classrooms, innovation labs, and digital skilling programs.

The focus areas, however, may evolve further in the years to come, depending on national priorities, local needs, and vivo's strategic direction.

vivo may also undertake any other interventions at any point of time as permissible under Schedule VII of the Companies Act, 2013, in accordance with the recommendations of the CSR Committee and approval of the Board. (ref Annexure 2)

Annual Action Plan (AAP)

Each year, the CSR Committee shall prepare an Annual Action Plan with project details, locations, timelines, modalities, budgets, monitoring frameworks, and impact assessments. The Board may alter the plan in response to justified recommendations.

CSR budget

  • The Company shall spend at least two percent of its average net profit from the last three financial years on Corporate Social Responsibility (CSR) activities in every financial year in which the CSR provisions are applicable to it.
  • Administrative expenses / overheads shall not exceed 5% of total CSR expenditure of the company for the financial year.
  • If the company undertakes impact assessment, it will book the expenditure towards Corporate Social Responsibility for that financial year, which shall not exceed 2% of the total CSR expenditure for that financial year or ₹50 lakhs, whichever is more.
  • Any unspent amount at the end of the financial year, unless it is for an ongoing project, must be transferred to a specified fund within six months of the financial year's end.
  • For ongoing projects, any unspent amount shall be transferred to a special account called the 'Unspent Corporate Social Responsibility Account' within thirty days of the financial year's end. This amount will be spent within three financial years from the date of transfer. If not spent within this period, the unspent amount shall be transferred to the specified fund within thirty days after the third financial year ends.
  • Any surplus from CSR projects or activities shall not be included in the company's business profits and must be used for eligible CSR activities in accordance with applicable laws.
  • The person responsible for financial management will certify to the Board of Directors that the funds disbursed for CSR activities have been utilized for the approved purposes and in the manner approved by the board.

Monitoring of CSR projects

The CSR Committee shall ensure a transparent monitoring mechanism for the implementation of the CSR activities. The monitoring process adopted by the Company will include obtaining reports of different nature and timelines, including self-declaration, on-site visit, pictures, or videos of project sites, etc. Further, the monitoring process may involve periodic reporting, periodic review, and monitoring visits to locations of the CSR projects.

Impact Assessment

Impact assessment will be undertaken, if required, (having an average CSR obligation of ₹10 crore or more in the immediately preceding three financial years) through an independent agency for CSR projects with outlays of ₹1 crore or more and minimum one year has passed since project completion. Impact assessment report shall now be annexed with the Annual Report on CSR.

Asset creation

If CSR contribution is made for creation or acquisition of a capital asset in pursuance of its CSR projects / initiatives, the same shall be held in the manner prescribed under the Act.

Compliance requirements

The Board's Report of a company shall include an annual report on CSR (containing particulars as prescribed under the Act and rules made thereunder) projects, programs and activities undertaken by the Company in the relevant financial year;

vivo India's CSR Policy, composition of the CSR Committee, projects approved by the Board (Annual Action Plan), details of CSR activities shall be displayed on the Company's website and can be accessed at: https://www.vivo.com/in/activity/investor-information

Policy Review and Amendment

The Policy may be reviewed and amended from time to time by the Board based on the recommendation of the CSR Committee. In the event of any inconsistency between this CSR Policy and the provisions under the Companies Act, 2013 as amended from time to time, the provisions under the Act shall prevail.

Annexure 1: Definition and interpretations

Act refers to the Companies Act, 2013, including any statutory modifications or re-enactments thereof
Annual Action Plan (AAP) means a yearly document outlining a company's specific CSR projects for the financial year, including how they will be executed, funded, and monitored. It is formulated by the CSR Committee and approved by the company's Board of Directors
Board means the Board of Directors of the Company
Company means the specific company (e.g., vivo Mobile India Private Limited), including its successors and assigns
CSR means the activities undertaken by Company in pursuance of its statutory obligation laid down in section 135 of the Act read with CSR rules, but shall not include the following, namely: -
  1. activities undertaken in pursuance of normal course of business of the company
  2. any activity undertaken by the company outside India except for training of Indian sports personnel representing any State or Union territory at national level or India at international level
  3. contribution of any amount directly or indirectly to any political party under section 182 of the Act
  4. activities benefitting employees of the company as defined in clause (k) of section 2 of the Code on Wages, 2019 (29 of 2019)
  5. activities supported by the companies on sponsorship basis for deriving marketing benefits for its products or services
  6. activities carried out for fulfilment of any other statutory obligations under any law in force in India
CSR Committee means the Committee of the Board constituted for the purpose of administration & implementation of CSR activities, supervising the adherence of this CSR Policy and the matter incidental thereto referred to in section 135 of the Act.
CSR Policy means the Corporate Social Responsibility Policy as set out herein and as amended or modified from time to time.
CSR Rules means Companies (Corporate Social Responsibility) Rules, 2014 including any statutory modification or amendment thereof.

Annexure 2: Activities mentioned in Schedule VII (Companies Act 2013)

  1. i. Eradicating hunger, poverty, and malnutrition, [promoting health care including preventive health care'] and sanitation [including contribution to the Swachh Bharat Kosh set-up by the Central Government for the promotion of sanitation] and making available safe drinking water.
  2. ii. Promoting education, including special education and employment enhancing vocation skills especially among children, women, elderly, and the differently abled and livelihood enhancement projects.
  3. 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.
  4. 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].
  5. 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.
  6. vi. Measures for the benefit of armed forces veterans, war widows, and their dependents, [ Central Armed Police Forces (CAPF) and Central Paramilitary Forces (CPMF) veterans, and their dependents including widows],
  7. vii. Training to promote rural sports, nationally recognised sports, paralympic sports and Olympic sports
  8. 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 govt. for socio economic development and relief and welfare of the schedule caste, tribes, other backward classes, minorities and women.
  9. ix.
    (a) Contribution to incubators or research and development projects in the field of science, technology, engineering, and medicine, funded by the Central Government or State Government or Public Sector Undertaking or any agency of the Central Government or State Government; and
    (b) Contributions to public funded Universities; Indian Institute of Technology (IITs); National Laboratories and autonomous bodies established under Department of Atomic Energy (DAE); Department of Biotechnology (DBT); Department of Science and Technology (DST); Department of Pharmaceuticals; Ministry of Ayurveda, Yoga and Naturopathy, Unani, Siddha and Homoeopathy (AYUSH); Ministry of Electronics and Information Technology and other bodies, namely Defence Research and Development Organisation (DRDO); Indian Council of Agricultural Research (ICAR); Indian Council of Medical Research (ICMR) and Council of Scientific and Industrial Research (CSIR), engaged in conducting research in science, technology, engineering and medicine aimed at promoting Sustainable Development Goals (SDGs).
  10. x. rural development projects
  11. 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.)
  12. xii. disaster management, including relief, rehabilitation, and reconstruction activities.

CORPORATE SOCIAL RESPONSIBILITY (CSR) PROJECTS APPROVED BY THE BOARD
FY 2024-2025

Sr. No. CSR Project Name Thematic Area Location Implementing Agency
1 vivo Ignite: T&I Initiative Education PAN India Shooting Stars Foundation
2 vivo KanyaGyaan Education Gender Development PAN India Shooting Stars Foundation
3 vivo for Education Education Gender Development PAN India Shooting Stars Foundation

COMPOSITION OF CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

Sr. No. CSR Project Name Designation in Company Designation in CSR Committee
1 Mr. Zhiyong Chen Managing Director Chairman
2 Mr. Harinder Dahiya Director Member