CSR (Corporate Social Responsibility) in India is a statutory obligation under Section 135 of the Companies Act, 2013. Every company meeting any one of three thresholds: net worth of Rs. 500 crore or more, annual turnover of Rs. 1,000 crore or more, or net profit of Rs. 5 crore or more in the immediately preceding financial year, must spend at least 2% of its average net profits from the preceding three financial years on activities specified in Schedule VII. Non-compliance attracts civil penalties up to Rs. 25 lakh for the company and Rs. 5 lakh for officers in default.

By Smile Foundation
published on February 17, 2026

CSR in India: Obligations, Compliance, and Impact Under Section 135

India became the first country in the world to legally mandate Corporate Social Responsibility when Section 135 of the Companies Act, 2013 came into force on April 1, 2014. Over the decade since, the cumulative CSR investment by Indian companies has crossed Rs. 1.53 lakh crore, as recorded in the Economic Survey 2023-24 tabled in Parliament. In FY 2023-24 alone, 27,188 companies spent Rs. 34,908.75 crore on CSR, as confirmed through a response to Lok Sabha Unstarred Question No. 2501 in August 2025.

Yet despite a decade of mandatory compliance, significant ambiguity persists in boardrooms. Companies still struggle with precise obligation calculations, Schedule VII interpretation, implementing agency vetting, and the compliance implications of the 2025 amendments.

This article provides a precise, legally grounded overview of CSR obligations in India for FY 2025-26, structured for business leaders, compliance officers, and CSR professionals who need clarity, not generalities.

TL;DR

• CSR is mandatory under Section 135, Companies Act 2013, for companies meeting net worth, turnover, or profit thresholds

• Minimum spend is 2% of average net profits from the preceding three financial years, calculated under Section 198

• All CSR activities must align with Schedule VII of the Companies Act

• The Companies (CSR Policy) Amendment Rules, 2025 (G.S.R. 452(E)), effective July 14, 2025, mandate a revised Form CSR-1 for all implementing agencies taking up new projects

• Unspent CSR on ongoing projects must transfer to an Unspent CSR Account within 30 days of year-end; non-project unspent amounts go to approved funds within 6 months

The Legal Framework: What Section 135 Requires

The governing statute is Section 135 of the Companies Act, 2013, read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, and their subsequent amendments. The full text of Section 135 is available on India Code (indiacode.nic.in), the official repository of all Central Acts maintained by the Ministry of Law and Justice.

Section 135(1) mandates that every eligible company “shall constitute a Corporate Social Responsibility Committee of the Board”. Section 135(5) requires the Board to 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 on CSR, in pursuance of its CSR Policy.

What CSR Is Not

The MCA FAQ Circular No. 14/2021 on CSR provides critical clarifications on the boundaries of what qualifies:

Activities for the exclusive benefit of employees and their families do not qualify as CSR
Contributions to political parties under Section 182 of the Act are expressly excluded
Sponsorships for direct commercial benefit or brand building do not constitute CSR
Activities outside India are not eligible for CSR credit
One-time events or activities not linked to the CSR Policy are not qualifying expenditures

💡 Key Takeaway

CSR under Section 135 is a statutory obligation governed by the Companies Act, 2013. The MCA Circular No. 14/2021 explicitly excludes employee benefit activities, political contributions, and activities outside India from qualifying as CSR expenditure.

Eligibility Criteria and Obligation Calculation

Who Must Comply

As per Section 135(1) of the Companies Act, 2013, CSR provisions apply to every company (private, public, listed, unlisted, Section 8, holding, subsidiary, and foreign companies operating in India) that meets any one of the following thresholds in the immediately preceding financial year:

Criterion	Threshold	Key Notes
Net Worth	Rs. 500 crore or more	Paid-up share capital + reserves and surplus
Annual Turnover	Rs. 1,000 crore or more	Total revenues in the preceding financial year
Net Profit (after tax)	Rs. 5 crore or more	Calculated as per Section 198, Companies Act 2013

Important: Each company is assessed independently every year. A subsidiary must independently meet the thresholds; the parent’s obligation does not transfer. A company that qualifies in one year but falls below all three thresholds in the following year is no longer obligated to comply for that subsequent year.

Calculating the 2% Obligation

The obligation is 2% of average net profits from the immediately preceding three financial years. Net profit for this purpose is computed under Section 198 of the Companies Act, which mandates specific additions and deductions, primarily excluding capital receipts/payments, income tax, and set-off of past losses. The calculation is exclusive of the items specified under Rule 2(1)(h) of the CSR Policy Rules, 2014.

Illustration: If a company’s Section 198 net profits were Rs. 80 crore (FY 2022-23), Rs. 100 crore (FY 2023-24), and Rs. 120 crore (FY 2024-25), the average is Rs. 100 crore. The minimum CSR obligation for FY 2025-26 is Rs. 2 crore.

Newly incorporated companies: If a company has not completed three financial years since incorporation, the average is computed over the available preceding financial years.

Carry forward of excess spend: Excess CSR spend in any financial year can be set off against the obligation of up to three succeeding financial years. This is capped at a maximum set-off of 5% of the CSR obligation for those years.

💡 Key Takeaway

Eligibility is assessed annually based on the preceding financial year. Meeting any one of three thresholds triggers the obligation. The 2% is on average net profits under Section 198, and excess spend can be carried forward for up to three years subject to a 5% annual cap.

Schedule VII: Approved CSR Activities

All CSR expenditure must fund activities aligned with Schedule VII of the Companies Act, 2013. The Schedule is meant to be interpreted broadly, as clarified by MCA. The current Schedule VII, including amendments, is available on India Code. The following table presents the operative categories:

Sl.	Schedule VII Category	Representative Activities
I	Poverty, Malnutrition, Hunger, Healthcare, Sanitation	Hunger eradication, preventive healthcare, safe drinking water, sanitation, malnutrition programs, health camps
II	Education, Vocational Skills, Livelihoods, Special Education	Vocational training, digital literacy, scholarships, school infrastructure, special education for persons with disabilities
III	Gender Equality, Women Empowerment, Old Age Homes	Livelihood programs for women, homes for women and orphans, day care facilities, old age homes, gender equality initiatives
IV	Environmental Sustainability, Ecological Balance	Afforestation, watershed management, waste management, renewable energy, water conservation, animal welfare, soil conservation
V	Protection of National Heritage, Art, Culture	Restoration of heritage sites, promotion of art forms, traditional crafts, culture preservation
VI	Measures for Armed Forces Veterans, War Widows, Dependants	Support to veteran welfare programs, war widows’ relief
VII	Training for Olympic and Paralympic Sports	Grassroots sports infrastructure, athlete support, Olympic and Paralympic sports promotion
VIII	Contributions to PM Relief Fund and Other Notified Funds	PM National Relief Fund, PM CARES, Clean Ganga Fund, Swachh Bharat Kosh, notified state disaster funds
IX	Technology Incubators in Academic Institutions	Contributions to Central Government approved incubators at IITs, IIMs, NIT, CSIR, ICAR, DRDO-affiliated labs
X	Rural Development Projects	Rural infrastructure, sustainable agriculture, rural electrification, sanitation in rural areas
XI	Slum Area Development	Infrastructure in government-notified slum areas
XII	Disaster Management	Disaster relief, rehabilitation, and reconstruction activities

According to data sourced from the National CSR Portal, csr.gov.in, education and vocational skills received the largest allocation in recent years, followed by healthcare and sanitation. Companies like Smile Foundation, which operate structured programs across education, healthcare, women empowerment, and livelihood, align simultaneously with multiple Schedule VII categories, allowing corporate partners to fulfil their obligation across recognized priority areas through a single implementation relationship.

💡 Key Takeaway

Schedule VII defines 12 broad categories of qualifying CSR activities. Education, healthcare, and rural development together attract over 70% of national CSR spend. The Schedule is meant to be interpreted liberally, and any activity not reasonably covered by Schedule VII will not qualify regardless of its social merit.

CSR Governance: Committee, Policy, and Board Accountability

CSR Committee Requirements

Section 135(1) mandates that eligible companies constitute a CSR Committee of at least three directors, of whom at least one must be an independent director. However, the MCA has clarified a threshold-based exception: companies whose CSR obligation for the financial year is below Rs. 50 lakh are not required to constitute a CSR Committee. In such cases, the functions of the Committee are discharged directly by the Board of Directors.

The CSR Committee’s responsibilities include formulating the CSR Policy, recommending the annual expenditure plan, and monitoring implementation. The Board approves the Policy, ensures annual spend compliance, and signs off on disclosures.

CSR Policy Disclosure

The CSR Policy must be formulated by the CSR Committee and approved by the Board. It must:

Identify the CSR projects and programs to be undertaken, along with their scope and beneficiary areas
Specify the modalities of implementation: direct or through implementing agencies
Set the monitoring and reporting mechanism
Be published on the company’s official website (mandatory)

Annual Disclosure: Form CSR-2

All eligible companies must file Form CSR-2 (Report on Corporate Social Responsibility) with the Registrar of Companies, as an addendum to the Directors’ Report. The form captures CSR obligation for the year, total expenditure, project-wise details, implementing agency details, reasons for any shortfall, and unspent fund transfer data. Non-filing or late filing is a separate compliance violation independent of shortfall in spending.

💡 Key Takeaway

Companies with CSR obligations below Rs. 50 lakh are exempt from forming a CSR Committee; the Board discharges the function directly. All eligible companies must file Form CSR-2 annually and publish their CSR Policy on their website.

Unspent CSR Amounts, Transfer Rules, and Penalties

Treatment of Unspent CSR Funds

Section 135(5) and 135(6) govern the treatment of unspent CSR funds, distinguishing between two scenarios:

Ongoing projects (Section 135(6)): If the CSR amount relates to a project approved by the Board as ongoing, unspent amounts must be transferred to a designated Unspent CSR Account opened in a scheduled commercial bank within 30 days of the end of the financial year. Funds in this account must be utilized within three financial years from the date of transfer. Failure to utilize triggers mandatory transfer to a Schedule VII fund.
Non-ongoing purposes (Section 135(5)): Unspent amounts not attributable to ongoing projects must be transferred to a fund specified in Schedule VII (such as PM CARES, Swachh Bharat Kosh, or Clean Ganga Fund) within six months of the end of the financial year.

Civil Penalties for Non-Compliance

The Companies (Amendment) Act, 2020 replaced criminal penalties for CSR non-compliance with a civil penalty regime. The consequences are:

Nature of Default	Company Penalty	Officer Penalty
Failure to spend required CSR amount	Rs. 50,000 to Rs. 25,00,000	Rs. 50,000 to Rs. 5,00,000
Failure to transfer unspent to Unspent CSR Account (30 days)	Rs. 50,000 to Rs. 25,00,000	Rs. 50,000 to Rs. 5,00,000
Failure to transfer to Schedule VII fund (6 months)	Rs. 50,000 to Rs. 25,00,000	Rs. 50,000 to Rs. 5,00,000

The government monitors compliance through disclosures made by companies via e-form AOC-4 on the MCA portal. The National CSR Portal, csr.gov.in provides publicly accessible data on CSR spending by company, state, sector, and year, enabling regulatory scrutiny and public accountability.

💡 Key Takeaway

Unspent CSR for ongoing projects must be transferred to an Unspent CSR Account within 30 days. Non-project unspent amounts go to Schedule VII approved funds within 6 months. Non-compliance with either deadline is independently penalizable up to Rs. 25 lakh for the company and Rs. 5 lakh for officers.

Key Updates: CSR Amendments Effective in FY 2025-26

Companies (CSR Policy) Amendment Rules, 2025 – G.S.R. 452(E)

The Ministry of Corporate Affairs issued the Companies (Corporate Social Responsibility Policy) Amendment Rules, 2025 via G.S.R. 452(E) on July 7, 2025, effective from July 14, 2025. This amendment introduced a fully revised e-Form CSR-1 for implementing agencies.

What the revised Form CSR-1 requires:

Valid Section 12A registration and Section 80G approval under the Income Tax Act, 1961
A minimum three-year operational track record in CSR-eligible activities (waived only if the agency was established by the disbursing company itself)
Audited financial statements and valid PAN
OTP-verified email address and Digital Signature Certificate (DSC)
Professional certification by a practising Chartered Accountant, Company Secretary, or Cost and Management Accountant
Only implementing agencies with a new CSR registration number issued under the revised Form CSR-1 (post-July 14, 2025) can undertake new CSR projects. Existing registrations remain valid for ongoing projects but must be updated for any new engagement.

Impact Assessment: Mandatory Threshold

For companies whose average CSR obligation equals or exceeds Rs. 10 crore over the immediately preceding three financial years, a third-party impact assessment is mandatory for CSR projects above Rs. 1 crore. The assessment cost is admissible as CSR expenditure, capped at the lower of 5% of total CSR spend or Rs. 50 lakh per financial year.

Administrative Overhead Cap

Administrative overheads incurred by the company for management and administration of CSR activities cannot exceed 5% of total CSR expenditure for the financial year. Expenses directly attributable to specific CSR projects are not classified as overhead and do not count toward this limit.

💡 Key Takeaway

The Companies (CSR Policy) Amendment Rules, 2025 (G.S.R. 452(E)), effective July 14, 2025, require all implementing agencies to register under the revised Form CSR-1 for new CSR projects. This mandates 12A/80G certifications, a 3-year track record, DSC, and professional certification. Third-party impact assessment is mandatory for companies with average CSR obligations exceeding Rs. 10 crore.

Building a Compliant and Strategic CSR Program: A Structured Approach

Compliance and impact are not mutually exclusive. The most credible CSR programs are those that integrate legal requirements with genuine development outcomes, structured around the following steps.

Step 1: Verify Eligibility and Compute the Obligation

Examine your company’s financials for the immediately preceding financial year. Check whether any one of the three thresholds is met. If yes, compute 2% of the average Section 198 net profits over the preceding three financial years. This is your minimum spend floor.

Step 2: Constitute the CSR Committee or Assign to the Board

If your obligation is Rs. 50 lakh or above, constitute a CSR Committee of at least three directors, one of whom must be independent. If the obligation is below Rs. 50 lakh, the Board itself performs the CSR Committee’s functions.

Step 3: Draft the CSR Policy and Publish It

The Policy must identify approved Schedule VII activities aligned to your company’s values and operational geography, specify the implementation mechanism (direct or through agencies), and define monitoring and reporting protocols. Publish it on your official website before the start of any project spending.

Step 4: Verify and Engage Implementing Agencies

Any implementing agency receiving CSR funds for new projects from July 14, 2025 onwards must hold a valid CSR registration number under the revised Form CSR-1. Verify the following before signing any CSR implementation agreement: Section 12A registration, Section 80G approval, three-year operational track record, audited accounts, PAN, and current CSR registration number. Verify their registration status on the National CSR Portal.

Smile Foundation, operating across education, healthcare, women empowerment, and livelihood programs aligned with Schedules I through III of Schedule VII, maintains all requisite credentials and provides corporate partners with structured program frameworks, quarterly impact reports, and full Form CSR-2 compatible documentation.

Step 5: Define Projects with Measurable, Time-Bound Outcomes

Move beyond budget allocation toward outcome definition. For each CSR project, define the target beneficiary count, geographic scope, measurable outcome indicators, and timeline. This is essential for Board reporting, impact assessment, and stakeholder communication.

Step 6: Monitor, Assess, and Report

Track project implementation against sanctioned plans throughout the year. If your average obligation exceeds Rs. 10 crore, engage a third-party assessor for qualifying projects. Compile all data for Form CSR-2, which must reflect the full obligation, expenditure, project-wise breakdown, implementing agency details, unspent amounts, and transfer records.

💡 Key Takeaway

A structured CSR program starts with precise obligation computation, moves through Committee formation and Policy publication, selects implementing agencies with verified post-July 2025 CSR-1 registration, defines projects with measurable outcomes, and culminates in a complete Form CSR-2 disclosure.

Common CSR Compliance Errors and Their Consequences

Error 1: Misclassifying non-qualifying activities as CSR

Employee welfare programs, staff training, and marketing-linked social campaigns do not qualify under Schedule VII, regardless of their social appearance. The MCA Circular No. 14/2021 draws a clear line. Misclassification inflates apparent CSR spend and creates audit exposure.

Error 2: Engaging implementing agencies without updated CSR-1 registration

Post-July 14, 2025, any implementing agency undertaking new CSR projects must hold a registration number under the revised Form CSR-1. Companies disbursing CSR funds to agencies without this updated registration risk having the expenditure classified as non-qualifying, creating a shortfall liability.

Error 3: Missing the unspent fund transfer deadlines

The 30-day deadline for ongoing project unspent funds and the 6-month deadline for non-project unspent amounts are independently penalizable. Many companies focus on the annual spend figure while missing the transfer mechanism, creating unnecessary penalty exposure.

Error 4: Treating CSR as tax-deductible without verification

CSR expenditure mandated under Section 135 is explicitly not deductible as a business expense under Section 37(1) of the Income Tax Act, because it is not incurred wholly for business purposes. Certain CSR donations to approved funds may qualify under Section 80G, but this requires independent verification with a qualified tax professional.

Error 5: Exceeding the 5% administrative overhead cap

Company administrative costs for CSR management (not project-level costs) are capped at 5% of annual CSR expenditure. Misclassifying project-related expenses as administrative, or vice versa, creates compliance risk. All overhead claims should be documented and defensible.

Error 6: Deferring CSR planning to Q3 or Q4

Projects initiated in January or February for a March 31 deadline produce low-quality outcomes, weak documentation, and inadequate impact data. CSR programs should be approved by the Board at the start of the financial year with implementation timelines built into the project plan.

Error 7: Incomplete Form CSR-2 disclosure

The Form CSR-2 Annual Report is the primary compliance document examined by the MCA and auditors. Missing project details, unverified implementing agency names, absent shortfall justifications, or failure to disclose unspent transfers are each independent disclosure failures that invite scrutiny.

Strategic Considerations for CSR Leaders

Pro Tip #1: Align CSR focus areas with your company’s material sustainability issues

Companies with water-intensive operations funding watershed programs, or supply-chain businesses supporting farmer livelihoods, produce more defensible CSR disclosures and more authentic stakeholder communications. This alignment also strengthens your ESG and SEBI BRSR disclosures, which increasingly reference CSR as the social pillar.

Pro Tip #2: Commit to multi-year program partnerships over annual project cycles

Single-year CSR projects rarely demonstrate durable impact. Multi-year commitments to credible implementation partners allow deeper community engagement, better longitudinal data, and more compelling impact assessment findings. Ask prospective partners for three-year program frameworks before committing funding.

Pro Tip #3: Build internal CSR capacity, not just external partnerships

Companies that treat CSR purely as a fund transfer function produce weaker outcomes and weaker disclosures. Dedicated internal CSR leadership, budget tracking systems, and a Board-level review calendar ensure that CSR receives the same governance rigor as any other significant business investment.

Pro Tip #4: Integrate CSR reporting with your SEBI BRSR disclosures

For listed companies, SEBI’s Business Responsibility and Sustainability Reporting (BRSR) framework treats CSR as the social component of ESG. CSR program data, beneficiary counts, and impact metrics should feed directly into the BRSR disclosure to avoid duplication of effort and ensure consistency across regulatory filings.

Pro Tip #5: Anticipate threshold revisions

Calls to revise Section 135 eligibility thresholds have grown louder since corporate profits have more than doubled since 2014 when thresholds were set. As of March 2026, proposals are under government consideration. Companies approaching any of the three thresholds should begin CSR framework development proactively rather than reactively.

Frequently Asked Questions

Q: What is CSR under Indian law?

A: CSR (Corporate Social Responsibility) under Indian law is a statutory obligation defined by Section 135 of the Companies Act, 2013. Eligible companies are required to spend at least 2% of their average net profits (computed under Section 198) from the immediately preceding three financial years on activities listed in Schedule VII of the Act. This is a compliance obligation with defined timelines, disclosure requirements, and civil penalties for non-compliance. It is not voluntary philanthropy.

Q: Which companies are required to comply with Section 135?

A: As per Section 135(1), every company that meets any one of three thresholds in the immediately preceding financial year must comply: (i) net worth of Rs. 500 crore or more, (ii) annual turnover of Rs. 1,000 crore or more, or (iii) net profit of Rs. 5 crore or more. This applies to all company types, including private, public, listed, unlisted, Section 8, holding, subsidiary, and foreign companies with Indian presence. Each company is assessed independently every year.

Q: Is CSR expenditure deductible as a business expense?

A: No. The Income Tax Act expressly disallows Section 37(1) deductions for expenditure that is not incurred wholly and exclusively for the purposes of the business. Mandatory CSR under Section 135 does not meet this test. However, specific CSR donations made to funds specified in Schedule VII (such as PM CARES or Swachh Bharat Kosh) may independently qualify for deduction under Section 80G of the Income Tax Act. Companies should obtain qualified tax advice for their specific situation.

Q: What are the consequences of CSR non-compliance?

A: Non-compliance with Section 135 attracts civil penalties following the Companies (Amendment) Act, 2020. The company faces a penalty between Rs. 50,000 and Rs. 25,00,000. Every officer in default faces a penalty between Rs. 50,000 and Rs. 5,00,000. Failure to transfer unspent CSR amounts within the prescribed deadlines constitutes a separate and independently penalizable violation. The MCA monitors compliance through disclosures on the MCA portal and the National CSR Portal.

Q: What changed with the CSR Amendment Rules 2025?

A: The Companies (CSR Policy) Amendment Rules, 2025, notified as G.S.R. 452(E) on July 7, 2025 and effective from July 14, 2025, replaced the existing e-Form CSR-1 with a revised format. All implementing agencies (Trusts, Societies, Section 8 companies) that wish to undertake new CSR projects must now file the revised Form CSR-1 and obtain a new CSR registration number. The revised form mandates Section 12A/80G certifications, a three-year track record, DSC, OTP-verified email, and professional certification by a practising CA, CS, or CMA. Existing registrations remain valid for ongoing projects.

Q: When is a third-party impact assessment mandatory?

A: A third-party impact assessment is mandatory for companies whose average CSR obligation over the immediately preceding three financial years equals or exceeds Rs. 10 crore. The assessment covers CSR projects of Rs. 1 crore or more. The cost of the assessment is admissible as CSR expenditure, subject to a ceiling of the lower of 5% of annual CSR expenditure or Rs. 50 lakh per financial year.

Q: What is the difference between CSR and ESG?

A: CSR in India is a specific statutory compliance obligation under Section 135 of the Companies Act, 2013, focused on social spending. ESG (Environmental, Social, and Governance) is a broader framework used by investors, regulators, and rating agencies to evaluate a company’s sustainability performance across all three dimensions. In India, the SEBI-mandated Business Responsibility and Sustainability Reporting (BRSR) framework for listed companies treats CSR as the primary input to the social dimension of ESG disclosures. CSR compliance is necessary but not sufficient for a strong ESG profile.

Q: How should a company select an implementing agency for CSR?

A: A rigorous implementing agency evaluation should confirm: (i) valid CSR registration number under the revised Form CSR-1 (post-July 14, 2025) for new projects, (ii) Section 12A and Section 80G certifications, (iii) a minimum three-year operational track record in CSR-eligible activities, (iv) audited financial statements, (v) clear program frameworks with defined beneficiary groups and measurable outcomes, and (vi) capability to provide impact data compatible with Form CSR-2 reporting. Verify agency registration on the National CSR Portal. Organizations like Smile Foundation, which have documented programs across education, healthcare, women empowerment, and livelihood, maintain all requisite credentials and offer structured corporate partnership frameworks.

Conclusion

CSR under Section 135 of the Companies Act, 2013 is now an established pillar of India’s corporate governance architecture. With Rs. 34,908.75 crore spent in FY 2023-24 as confirmed through Lok Sabha Unstarred Question No. 2501, and the regulatory framework growing more precise with each amendment cycle, the era of treating CSR as a year-end budget disposal exercise is ending.

Core obligations to keep current in FY 2025-26:

Verify eligibility annually against Section 135(1) thresholds; assess independently per company entity
Compute the 2% obligation precisely under Section 198 and document the calculation
Ensure all implementing agencies hold valid CSR registration numbers under the revised Form CSR-1 (G.S.R. 452(E), effective July 14, 2025)
Manage unspent fund transfers within the prescribed 30-day and 6-month statutory deadlines
File a complete and accurate Form CSR-2 with the Board Report, disclosing all project details and fund utilization

For businesses seeking to fulfil their Section 135 obligations through a credible, Schedule VII-aligned implementation partner, Smile Foundation’s corporate CSR partnership program offers structured frameworks across education, healthcare, women empowerment, and livelihood, with complete compliance documentation including Form CSR-2-compatible reporting, Form 10BE, and post-July 2025 CSR registration compliance.