CSR Policy – Kaleen Baba

Corporate Social Responsibility (CSR) Policy

Kaleen Baba Company

The Board of Directors of Kaleen Baba Company (“the Company”) has developed this Corporate Social Responsibility (CSR) Policy in accordance with Section 135 of the Companies Act, 2013, read with Schedule VII and the Companies (Corporate Social Responsibility Policy) Rules, 2013. This policy shall comply with all applicable provisions, including any future amendments.

Objective

The primary objective of this policy is to outline the Company’s commitment to Corporate Social Responsibility in a structured and strategic manner, in line with Section 135 of the Companies Act, 2013 and relevant rules.

Policy Statement

Kaleen Baba is committed to being a socially responsible and ethically driven organization. Our CSR initiatives are aimed at uplifting rural communities through grassroots development and inclusive employment practices. We strive to support skill-building and empower local artisans to participate in our global rug supply chain while preserving their cultural heritage and traditional livelihoods.

CSR Framework

Based on years of working closely with grassroots communities, Kaleen Baba understands that sustainable livelihoods are essential for breaking the cycle of poverty. Through targeted skill-development programs and community partnerships, we empower individuals—particularly those at the economic base of the pyramid—to contribute to and benefit from our global operations.

Our framework focuses on:
Skill training and education
Economic empowerment through job creation
Social inclusion and access to development resources
Strengthening traditional craftsmanship without disrupting rural lifestyles
These efforts support long-term socioeconomic transformation and create pathways for community-led development.

Scope

This policy applies to all CSR programs, initiatives, and activities undertaken by Kaleen Baba across India, in accordance with Schedule VII of the Companies Act, 2013.

Definitions

For the purpose of this CSR Policy, the following terms shall have the meanings assigned below:

Act – Refers to the Companies Act, 2013, including any statutory modifications, re-enactments, or amendments thereto.
Board– Refers to the Board of Directors of Kaleen Baba Company.
Board’s Report – Refers to the report issued by the Board of Directors in accordance with Section 134(3) of the Companies Act, 2013.
Company – Refers to M/s Kaleen Baba Company, a company incorporated under the Companies Act, 1956, with its registered office at Khamaria, Bhadohi, Post 221306, Uttar Pradesh, India.
Corporate Social Responsibility (CSR) Activities –
Refers to the projects, programs, and initiatives undertaken by the Company’s Board of Directors based on recommendations from the CSR Committee, in alignment with the CSR Policy and the themes specified in Schedule VII of the Act.
Note: Activities that are part of the Company’s normal course of business shall not be considered CSR activities.
CSR Committee– Refers to the Corporate Social Responsibility Committee constituted by the Board as per Section 135 of the Act.
CSR Policy – Refers to the Corporate Social Responsibility Policy of Kaleen Baba Company, as currently formulated and as may be revised or updated from time to time.
Net Profit – Refers to the net profit of the Company as per its financial statements prepared in accordance with Section 198 of the Act, excluding:

Any profits earned by the Company’s overseas branches, whether operating independently or otherwise.
Dividends received from other Indian companies that are also complying with CSR provisions under Section 135 of the Act.

Corporate Social Responsibility (CSR) Committee

In accordance with the provisions of the Companies Act, 2013, and the applicable CSR Rules, the Board of Directors of Kaleen Baba Company shall constitute a Corporate Social Responsibility Committee (“CSR Committee”).

Composition:

The CSR Committee shall consist of a minimum of three directors or such number as may be determined by the Board from time to time.
The Board may modify the composition of the Committee as deemed necessary and appropriate.

Meetings:

The CSR Committee shall meet as and when required to review, implement, and monitor CSR activities.
The functioning of the Committee shall be guided by the applicable provisions of the Companies Act, 2013, and the rules framed thereunder.

Roles and Responsibilities:

The CSR Committee shall be responsible for the following:

Formulating and recommending the CSR Policy to the Board, which shall outline the Company’s proposed CSR activities in accordance with Schedule VII of the Companies Act, 2013.
Recommending the CSR budget to the Board and overseeing its allocation to various approved CSR projects and initiatives.
Identifying and approving CSR programs or projects to be undertaken by the Company, either directly or in collaboration with group companies, non-profit organizations, or other approved entities.
Establishing a monitoring mechanism for effective implementation and progress tracking of CSR projects.
Reviewing and recommending modifications to the CSR Policy and programs, as needed, to ensure alignment with evolving community needs and regulatory requirements.
Authorizing CSR expenditures within the overall limits approved by the Board.
Ensuring proper documentation and reporting of CSR activities, including disclosures in the Board’s Report as required by law.

Undertaking any other responsibilities or duties as may be assigned by the Board of Directors from time to time in relation to the CSR mandate.

The Role of the Board in Corporate Social Responsibility (CSR)

The Board of Directors of Kaleen Baba Company plays a crucial role in overseeing and ensuring effective implementation of the Company’s Corporate Social Responsibility initiatives. In accordance with Section 135 of the Companies Act, 2013, the Board shall undertake the following responsibilities:

a. Approval of CSR Policy

The Board shall review and approve the CSR Policy of the Company, based on the recommendations made by the CSR Committee.

b. Oversight and Implementation

The Board shall ensure that the Company undertakes CSR activities as outlined in the approved CSR Policy.
The execution of these activities may be carried out:
Directly by the Company; or
Through a registered trust, registered society, or a Section 8 company established by the Company or its affiliates; or
Through an external entity (trust, society, or Section 8 company) with a proven track record of at least three years in implementing similar projects or programs. Such collaborations may involve the Company’s holding, subsidiary, or associate company, or other eligible group companies.

c. CSR Spending

The Board shall ensure that the Company spends, in every financial year, at least 2% of the average net profits of the Company made during the three immediately preceding financial years, in accordance with Section 198 of the Companies Act, 2013.
While allocating CSR funds, the Board shall give preference to local areas and regions where the Company operates.

d. Monitoring and Disclosure

The Board shall monitor CSR implementation and performance through periodic reviews and reports submitted by the CSR Committee.
In the event of any unspent CSR amount, the Board must provide specific reasons in the Board’s Report in accordance with the Act and ensure appropriate compliance, including transfer of unspent amounts to designated funds or ongoing project accounts, as applicable.

CSR Initiatives

Kaleen Baba Company is committed to undertaking socially impactful and sustainable initiatives in accordance with Schedule VII of the Companies Act, 2013. The Company’s CSR activities shall focus on the following areas:

1. Eradicating Hunger, Poverty, and Malnutrition

Support initiatives aimed at eliminating hunger, poverty, and malnutrition.
Promote preventive healthcare and awareness programs.
Contribute to the Swachh Bharat Kosh to support sanitation improvement and access to safe drinking water.

2. Promoting Livelihood and Education

Facilitate education, vocational training, and skill development programs, particularly for:
Women and children,
Elderly individuals,
Persons with disabilities.
Focus on creating employment opportunities and improving livelihood prospects for marginalized communities.

3. Advancing Gender Equality and Empowerment

Promote gender equality through women empowerment programs.
Support the establishment of:
Orphanages and shelter homes for women,
Daycare centers and old age homes for senior citizens.
Undertake initiatives to reduce inequalities faced by socially and economically disadvantaged groups.

4. Environmental Sustainability and Ecological Balance

Conserve natural resources and protect the environment through:
Biodiversity preservation,
Promotion of animal welfare and agroforestry,
Protection of soil, air, and water resources.
Contribute to the Clean Ganga Fund for the rejuvenation of the Ganga River.

5. Safeguarding National Heritage, Art, and Culture

Undertake projects to protect and restore buildings and sites of historical and cultural importance.
Promote traditional arts, handicrafts, and heritage through educational and cultural programs.
Support the development of rural sports, nationally recognized sports, Paralympic and Olympic sports.

6. Socio-Economic Development

Contribute to the Prime Minister’s National Relief Fund or other government-established funds aimed at:
Socio-economic development,
Welfare of Scheduled Castes, Scheduled Tribes, Other Backward Classes, minorities, and women.
Support technology incubators approved by the Central Government in academic and research institutions.

7. Rural Development

Undertake rural development projects to improve infrastructure, access to essential services, and overall quality of life in rural areas.

Intended Audience

Kaleen Baba Company is committed to prioritizing local communities and regions where the company operates when selecting and implementing CSR initiatives. However, this does not restrict the Company from extending its CSR efforts to other geographic areas in India where meaningful social impact can be made.

Framework for CSR Monitoring and Reporting

To ensure that CSR funds create tangible local impact, the Company has implemented a comprehensive monitoring and reporting framework in line with the Companies Act, 2013.

The CSR Committee will regularly monitor the implementation of the CSR Policy and evaluate the effectiveness of the initiatives undertaken.
Designated CSR personnel will be responsible for:
Submitting annual budgets to the CSR Committee.
Providing detailed updates on the progress and performance of approved CSR projects and programs.
These updates will form part of the ongoing review mechanism to ensure alignment with CSR objectives and regulatory compliance.

CSR Expenditure

The Company shall endeavor to spend at least 2% of the average net profits of the three immediately preceding financial years on CSR activities, in accordance with:
Section 135 of the Companies Act, 2013, and
The Companies (Corporate Social Responsibility Policy) Rules, 2014.
Only CSR activities conducted within India shall qualify as valid CSR expenditure.
CSR expenditure includes all expenses incurred for:
Approved CSR activities, programs, and projects,
Contributions to CSR-related funds or corpus, as approved by the Board based on the CSR Committee’s recommendation.
CSR expenditure does not include:
Expenses unrelated to activities mentioned in Schedule VII of the Act,
Activities undertaken as part of the Company’s normal business operations.
Surplus arising out of CSR projects or programs will not form part of the Company’s business profits.

In case of underutilization of the prescribed CSR amount, the reasons shall be disclosed in the Board’s Report, in accordance with the applicable provisions of the Act.

Policy Disclosure

The Company’s CSR Policy will be published on its official website.
A summary of the CSR Policy, as approved by the Board upon the recommendation of the CSR Committee, will also be included in the Board’s Report.

Reporting on Corporate Social Responsibility

The Company shall include an Annual Report on CSR activities in the format prescribed in the CSR Rules’ Annexure.
This report will be integrated into the Board’s Report, in compliance with the applicable legal and regulatory requirements

Miscellaneous

This CSR Policy is subject to revision or amendment by the Company, as may be required to remain in compliance with:

Any modifications to the Companies Act, 2013,
Amendments to the CSR Rules or Schedule VII,
Other applicable laws or statutory regulations currently in force or as may be introduced.