| IN COMPLIANCE WITH THE PROVISIONS OF THE COMPANIES ACT, 2013 AND THE SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015, THE BOARD OF DIRECTORS UNDERTOOK THE ANNUAL PERFORMANCE EVALUATION OF THE BOARD AS A WHOLE, ITS COMMITTEES, INDIVIDUAL DIRECTORS INCLUDING THE CHAIRMAN AND INDEPENDENT DIRECTORS, FOR THE FINANCIAL YEAR 2024-25. THE EVALUATION PROCESS WAS CARRIED OUT THROUGH STRUCTURED QUESTIONNAIRES DESIGNED SEPARATELY FOR THE BOARD, ITS COMMITTEES, INDEPENDENT DIRECTORS, NON-INDEPENDENT DIRECTORS (INCLUDING EXECUTIVE AND NON-EXECUTIVE DIRECTORS), AND THE CHAIRMAN. THESE QUESTIONNAIRES COVERED A WIDE RANGE OF PARAMETERS RELATING TO THE EFFECTIVENESS AND FUNCTIONING OF THE BOARD, INCLUDING COMPOSITION AND DIVERSITY, BOARD CULTURE, EXECUTION OF RESPONSIBILITIES, STRATEGIC OVERSIGHT, GOVERNANCE PRACTICES, AND THE QUALITY OF ENGAGEMENT BETWEEN THE BOARD AND MANAGEMENT. THE PERFORMANCE OF THE BOARD AND ITS COMMITTEES WAS EVALUATED BASED ON PARAMETERS SUCH AS STRUCTURE, EXPERIENCE, QUALIFICATIONS, ROLES AND RESPONSIBILITIES, GOVERNANCE COMPLIANCE, STRATEGIC PARTICIPATION, STAKEHOLDER ALIGNMENT, AND OVERALL CONTRIBUTION TO THE COMPANY’S FINANCIAL AND OPERATIONAL PERFORMANCE. INDIVIDUAL DIRECTORS WERE ASSESSED ON THEIR ATTENDANCE, PARTICIPATION IN MEETINGS, KNOWLEDGE, EXPERTISE, TIME COMMITMENT, ETHICAL CONDUCT, ADHERENCE TO THE COMPANY’S CODE OF CONDUCT, AND DISCLOSURE OF INTERESTS. IN ADDITION TO THE ABOVE, INDEPENDENT DIRECTORS WERE EVALUATED FOR THEIR INDEPENDENCE AS PER THE CRITERIA UNDER THE COMPANIES ACT, 2013 AND SEBI LISTING REGULATIONS, ALONG WITH THEIR PROFESSIONAL INTEGRITY AND CONTRIBUTION TO BOARD DELIBERATIONS. THE EVALUATION OF THE CHAIRMAN & MANAGING DIRECTOR WAS BASED ON LEADERSHIP QUALITIES, STRATEGIC GUIDANCE, IMPLEMENTATION OF BUSINESS PLANS, FINANCIAL PLANNING, BOARD ENGAGEMENT, AND REPUTATION MANAGEMENT WITH STAKEHOLDERS. THE EVALUATION OF COMMITTEES FOCUSED ON THEIR CONSTITUTION, CLARITY OF ROLES AND RESPONSIBILITIES, EFFECTIVENESS IN REPORTING TO THE BOARD, AND THEIR APPROACH TO DISCHARGING DUTIES. THE NOMINATION AND REMUNERATION COMMITTEE, IN LINE WITH THE GUIDANCE NOTE ISSUED BY SEBI (VIDE CIRCULAR NO. CMD/ CIR/P/2017/004 DATED JANUARY 5, 2017) AND GUIDANCE PROVIDED BY THE INSTITUTE OF COMPANY SECRETARIES OF INDIA, ESTABLISHED THE EVALUATION FRAMEWORK IN ACCORDANCE WITH SECTION 134(3), SECTION 178(2), AND SCHEDULE IV OF THE COMPANIES ACT, 2013. THE EVALUATION CRITERIA INCLUDED ASPECTS SUCH AS BOARD STRATEGY, MEETING PROCEDURES, RISK MANAGEMENT, DIRECTOR COMPETENCIES, LEADERSHIP, COMMITMENT, AND CORPORATE GOVERNANCE PRACTICES. A SEPARATE MEETING OF THE INDEPENDENT DIRECTORS WAS HELD ON MARCH 19, 2025, WHERE THEY EVALUATED THE PERFORMANCE OF THE BOARD, THE CHAIRMAN, AND NON-INDEPENDENT DIRECTORS, IN ACCORDANCE WITH SCHEDULE IV OF THE COMPANIES ACT, 2013 AND REGULATION 25 OF THE SEBI LISTING REGULATIONS. SUBSEQUENTLY, THE BOARD CONDUCTED ITS EVALUATION, AND ALL DIRECTORS SUBMITTED THEIR COMPLETED EVALUATION FORMS TO THE COMPANY SECRETARY. BASED ON THE INPUTS RECEIVED, THE OVERALL PERFORMANCE OF THE BOARD, ITS COMMITTEES, INDIVIDUAL DIRECTORS, THE CHAIRMAN, AND INDEPENDENT DIRECTORS WAS FOUND TO BE SATISFACTORY. |