| PURSUANT TO THE PROVISIONS OF COMPANIES ACT, 2013 AND REGULATION 19 OF SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015, THE BOARD HAS CARRIED OUT THE ANNUAL PERFORMANCE EVALUATION OF THE CHAIRMAN, INDIVIDUAL DIRECTORS, BOARD AS WELL AS ITS COMMITTEES FOR FY 2024-25. THE BOARD AT ITS MEETING HELD ON 22ND MAY, 2025 REVIEWED THE REPORTS ON PERFORMANCE ASSESSMENT OF THE BOARD, ITS COMMITTEES, CHAIRMAN AND INDIVIDUAL DIRECTORS. THE EVALUATION FRAMEWORK FOR ASSESSING THE PERFORMANCE OF CHAIRMAN, DIRECTORS, BOARD AS WELL AS ITS COMMITTEES COMPRISES, INTER ALIA, OF THE FOLLOWING CRITERIA: I. DIRECTORS BRING AN INDEPENDENT JUDGMENT ON THE BOARD’S DISCUSSIONS UTILIZING THEIR KNOWLEDGE AND EXPERIENCE ESPECIALLY ON ISSUES RELATED TO STRATEGY, OPERATIONAL PERFORMANCE AND RISK MANAGEMENT. II. DIRECTORS DEMONSTRATE AWARENESS AND CONCERNS ABOUT NORMS RELATING TO CORPORATE GOVERNANCE DISCLOSURE AND LEGAL COMPLIANCES. III. DIRECTORS CONTRIBUTE NEW IDEAS / INSIGHTS ON BUSINESS ISSUES RAISED BY MANAGEMENT. IV. DIRECTORS ANTICIPATE AND FACILITATE DELIBERATIONS ON NEW ISSUES THAT MANAGEMENT AND THE BOARD SHOULD CONSIDER. V. DIRECTORS DEMONSTRATE PROACTIVE ENGAGEMENT IN ASSESSING THE EXTERNAL ENVIRONMENT, DYNAMICS IMPACTING BUSINESS, EMERGING RISKS & IDENTIFYING CORPORATE GOVERNANCE ISSUES WHICH CAN INFLUENCE BUSINESS. VI. THE BOARD / COMMITTEE MEETINGS ARE CONDUCTED IN A MANNER WHICH FACILITATES OPEN DISCUSSIONS AND ROBUST DEBATE ON ALL KEY ITEMS OF THE AGENDA. VII. THE BOARD OVERALL REVIEWS AND GUIDES CORPORATE STRATEGY, MAJOR PLANS OF ACTION, RISK POLICY, ANNUAL BUDGETS AND BUSINESS PLANS, SETS PERFORMANCE OBJECTIVES, MONITORED IMPLEMENTATION AND CORPORATE PERFORMANCE, AND OVERSEES MAJOR CAPITAL EXPENDITURES, ACQUISITIONS AND DIVESTMENTS VIII. THE BOARD ENSURES THE INTEGRITY OF THE COMPANY’S ACCOUNTING AND FINANCIAL REPORTING SYSTEMS INCLUDING AUDIT, AND THAT THE APPROPRIATE SYSTEMS OF CONTROL ARE IN PLACE AND IN COMPLIANCE WITH THE LAW AND RELEVANT STANDARDS. IX. THE BOARD RECEIVES ADEQUATE AND TIMELY INFORMATION TO ENABLE DISCUSSIONS / DECISION MAKING DURING BOARD MEETINGS. X. THE BOARD ADDRESSES INTERESTS OF ALL STAKEHOLDERS OF THE COMPANY. XI. THE COMMITTEES ARE DELIVERING ON THE DEFINED OBJECTIVES. XII. THE COMMITTEES HAVE THE RIGHT COMPOSITION TO DELIVER THEIR OBJECTIVES. IN ADDITION TO THE ABOVE CRITERIA OF EVALUATION, THE INDEPENDENT DIRECTORS ARE ALSO EVALUATED ON OTHER CRITERIA SUCH AS ATTENDANCE IN BOARD AND COMMITTEE MEETINGS, TIME DEVOTED FOR THE COMPANY, CONTRIBUTION IN THE BOARD PROCESSES AND DISCUSSIONS AND SUCH OTHER CRITERIA AS MAY BE CONSIDERED BY THE NOMINATION AND REMUNERATION COMMITTEE FROM TIME TO TIME. |