AUTODESK INDIA PRIVATE LIMITED (hereinafter referred to as the ‘Company’) is a Company incorporated under the Companies Act, 2013.

VISION AND MISSION STATEMENT FOR CSR

The Company believes in giving back to the communities in which it operates, endeavoring to make a difference in the lives of those around it. With this objective, the Company is committed to undertaking corporate social responsibility (“CSR”) activities in accordance with the provisions of Section 135 of the Companies Act, 2013 (the “Act”) and the Companies (Corporate Social Responsibility Policy) Rules, 2014, including any statutory modifications, amendments, or re-enactments of any of them in force (“Rules”).

The Board of Directors (the “Board”) of the Company has formulated this CSR Policy (the “Policy”) in alignment with its objectives, principles, and corporate values, delineating its responsibility as a “Responsible Corporate Citizen” to make a positive difference in the communities it serves. The Company will continue to enhance value creation in the community through its CSR initiatives, services, and conduct to promote sustained growth for the community.

The Policy establishes the guiding principles for selecting and undertaking various projects and activities, as well as for monitoring them, in accordance with the provisions of Section 135 of the Act and Schedule VII of the Act, read with the Rules (“Applicable Laws”).

 OBJECTIVE

The key purpose and objective of the Policy are to continuously and consistently:

• Define and lay down the guiding principles and tenets for the selection, implementation, and monitoring of the Company’s CSR projects and activities, as well as for the formulation and implementation of the CSR Annual Action Plan.
• Establish a CSR framework, in accordance with the Applicable Laws, to channelize the Company’s efforts towards achieving the CSR objectives.
• Outline the Board’s vision and approach for undertaking CSR activities and creating an impact in the communities.

POLICY STATEMENT

The vision of the Company is to “empower innovators with design and make technology so they can achieve the new possible.” The Company aims to provide tools and platforms that enable customers to design and make a better world.

The Company envisions a future where individuals and organizations can leverage technology to create sustainable, efficient, and innovative solutions. This vision spans industries like architecture, engineering, construction, manufacturing, media, and entertainment, driving progress and transformation in each.

The Company embodies the true spirit of CSR and is committed to the highest standards of corporate citizenship. The Company’s CSR mission is to continue growing as a socially and environmentally responsible entity that believes in “enriching the lives of those around us”.  The Company plans to achieve this by delivering exceptional and sustainable value to all our customers, business partners, shareholders, employees, host communities, and society.

SCOPE and APPLICABILITY

The Policy applies to all CSR projects and activities undertaken by the Company in accordance with the Applicable Laws. The following activities are excluded from the scope of the Company’s CSR expenditure:

• Activities undertaken in the normal course of the Company’s business.
• Activities undertaken outside India, excluding the training of Indian sports personnel representing any State or Union territory at the national level or India at the international level.
• Activities undertaken exclusively for the benefit of the Company’s employees, as defined in clause (k) of Section 2 of the Code on Wages, 2019.
• Contributions of any amount directly or indirectly to any political party under Section 182 of the Companies Act, 2013.
• Sponsorship activities supported by the Company for deriving marketing benefits for its products or services.
• Activities carried out to fulfil any other statutory obligations under any law in force in India.

CSR COMMITTEE

The Board shall constitute the CSR Committee in accordance with the provisions of Section 135 of the Act, when the amount to be spent by the Company on its CSR obligations exceeds INR 50,00,000 (Indian Rupees Fifty Lakhs only). This will establish a robust and transparent governance structure and monitoring mechanism to approve and oversee the implementation of CSR projects and activities. Pursuant to the Applicable Laws, the CSR Committee shall consist of members (having minimum two directors) as decided by the Board from time to time. The CSR Committee shall meet at such intervals as deemed necessary by the Committee or as directed by the Board. In the meantime, where the CSR obligation does not exceed the aforesaid limit, the functions of such Committee shall be discharged by the Board of the Company. The role of the CSR Committee includes but is not limited to-

• Formulate and update the CSR Policy for Board’s approval.
• Propose the annual CSR action plan and budget to the Board.
• Monitor the implementation and impact of CSR initiatives.
• Ensure compliance with CSR Rules and maintain a transparent reporting mechanism.

KEY FOCUS AREA

The Company focuses on creating a positive impact through the following Key areas:

1. Sustainability: Enabling innovators to design and make products, buildings, and infrastructure in environmentally responsible ways, including reducing carbon footprints, minimizing waste, and promoting renewable resources.
2. Education and Workforce Development: Preparing the next generation of designers, engineers, and makers through free access to software for students and educators and supporting STEM education and future workforce skill development.
3. Diversity and Inclusion: Promoting a diverse, inclusive workplace by fostering a culture of belonging, supporting employee resource groups, and ensuring equity in recruitment, retention, and career growth.
4. Community Engagement: Supporting communities through employee volunteering, philanthropic efforts, and partnerships, including grants for community projects and skill-based contributions to social causes.
5. Ethics and Compliance: Maintaining high ethical standards and ensuring transparency, integrity, and accountability in all business practices.

The Company may also undertake other activities as per Schedule VII of the Companies Act, as may be deemed appropriate and approved by the Board of Directors of the Company. The areas/places where Company offices or operations are located shall be given preference.

ANNUAL CSR BUDGET

The Company will allocate at least 2% of the average net profits made during the three immediately preceding financial years for its annual CSR budget, in accordance with the provisions of the Applicable Laws. However, the Company may spend up to 5% of the total CSR budget in one financial year on building CSR capabilities and other general and administrative overheads*.

*Administrative overheads mean the expenses incurred by the Company for ‘general management and administration’ of Corporate Social Responsibility functions in the Company but shall not include the expenses directly incurred for the designing, implementation, monitoring, and evaluation of a particular Corporate Social Responsibility project or programme.

Any surplus arising from the CSR projects or activities shall not form part of the business profits of the Company and shall be:

• Ploughed back into the same project/activity in the current financial year; or
• Transferred to the Unspent CSR Account and spent in pursuance of CSR policy and Annual Action Plan of the Company; or
• Transferred to a fund specified in Schedule VII of the Act within a period of six months of the expiry of the financial year.

Any excess expenditure, i.e., beyond the prescribed CSR budget, will be disclosed in the Board’s annual report and the CSR report and may be set off against the CSR requirement to spend in any of the three succeeding financial years, subject to the conditions specified under the Applicable Laws.

ANNUAL ACTION PLAN

The CSR projects/activities will be undertaken in terms of the Annual Action Plan formulated and recommended by the CSR Committee and approved by the Board. The Board may alter the Annual Action Plan at any time during the financial year, on the recommendation of the CSR Committee based on reasonable justification to that effect. Till the CSR obligations does not exceeds INR 50,00,000 (Indian Rupees Fifty Lakhs only), all the functions of the CSR Committee in this respect shall be discharged by the Board of the Company.

The Annual Action Plan shall consist of the following:

• The list of CSR projects or activities that are approved to be undertaken in areas specified in Schedule VII of the Act.
• The manner of execution of such projects or activities.
• The modalities of utilization of funds and their implementation schedules for the projects or activities.
• Monitoring and reporting mechanism for the projects or activities.
• Details of need and impact assessment, if any, for the projects or activities undertaken by the Company.
• Any other details which may deem fit to include in the Annual Action Plan by the CSR Committee.

MODALITIES OF IMPLEMENTATION, MONITORING and IMPACT ASSESSMENT

Implementation

The CSR projects/activities will be implemented either directly by the Company or through:

• Implementing Agencies; or
• Collaboration with other companies in such a manner that the CSR committees of respective companies are able to report separately on such projects or activities; or
• Engagement with international organizations for designing, monitoring, and evaluating CSR projects or activities, as well as for capacity building of their own personnel for CSR.

*Implementing Agencies here means: 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 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 any entity established under an Act of Parliament or a State legislature; or 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, and having an established track record of at least three years in undertaking similar activities.

The Company will undertake due diligence when selecting implementation partners and may engage internal teams or consultants for surveys, project design, and impact assessment.

Monitoring

The Company will institute a robust monitoring mechanism to ensure all CSR programs:

• Have defined targets, timelines, and measurable outcomes.
• Are periodically reviewed by the CSR Committee.
• Are transparently reported in compliance with the Legal Provisions.

The members of the CSR Committee and/or the Board (as the case may be), along with the Implementing Agency, if any, will collaborate with stakeholders to monitor the status of each project or activity undertaken by the Company. The CSR Committee will keep the Board updated on the progress of CSR projects and activities, as well as the expenditure incurred.

The utilization of funds for projects and activities approved by the Board will be certified by the Chief Financial Officer of the Company.

Impact Assessment

Where the average CSR obligation of the Company amounts to ten crore rupees or more during the three immediately preceding financial years, the Company shall ensure that an impact assessment is conducted through an independent agency for CSR projects and activities with outlays of one crore rupees or more, provided that these projects have been completed at least one year prior to the impact study.

The impact assessment report, if any, shall be presented to the Board, annexed to the Annual Report on CSR, and disclosed on the Company’s website.

REPORTING and DISCLOSURE

In compliance with the Applicable Laws, the Company’s CSR Policy, Annual CSR Report, approved projects and activities, the composition of the CSR Committee, and other details required under the Act from time to time will be published on the Company’s website.

The Board shall ensure that an amount equivalent to that mandated under the Applicable Laws is spent from the CSR Budget in each financial year. If this amount is not spent, the Board must disclose the reasons for the shortfall in the manner prescribed under the Applicable Laws:

• For an ongoing project*, If any amount budgeted to be spent for the year remains unspent, it will be allocated to the ongoing project for expenditure in any of the three succeeding financial years and transferred to the Unspent Corporate Social Responsibility account opened with a scheduled bank by the Company within thirty days from the end of the financial year.
• For other projects, such amount will be transferred to a fund specified in Schedule VII of the Act within six months of the expiry of the financial year.

*Ongoing Projects here means a project undertaken by a Company in fulfilment of its CSR obligation which must be a multi-year project having a maximum duration of three years excluding the financial year in which it was commenced.

Regular updates on the implementation and impact of CSR programs will also be shared through official channels.

AMENDMENT and MODIFICATION TO THE CSR POLICY

The Board may revise/ amend/ modify this CSR Policy based on the recommendations of the CSR committee or to bring the same in line with the guidelines or amendments issued from time to time by Government on the subject.