| IN TERMS OF THE REQUIREMENTS OF THE ACT AND THE SEBI (LODR) REGULATIONS, AN ANNUAL PERFORMANCE EVALUATION OF THE BOARD IS UNDERTAKEN WHERE THE BOARD FORMALLY ASSESSES ITS OWN PERFORMANCE WITH AN AIM TO IMPROVE THE EFFECTIVENESS OF THE BOARD AND ITS COMMITTEES. THE BOARD HAS CARRIED OUT THE ANNUAL PERFORMANCE EVALUATION FOR ITSELF, THE DIRECTORS INDIVIDUALLY (INCLUDING THE CHAIRMAN OF THE BOARD), AS WELL AS THE EVALUATION OF THE WORKING OF ITS AUDIT COMMITTEE, NOMINATION AND REMUNERATION COMMITTEE, CSR & ESG COMMITTEE, STAKEHOLDERS’ RELATIONSHIP COMMITTEE, RISK MANAGEMENT COMMITTEE, BORROWING AND INVESTMENT COMMITTEE. THE COMPANY HAS A STRUCTURED ASSESSMENT PROCESS FOR EVALUATION OF PERFORMANCE OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL PERFORMANCE OF EACH DIRECTOR INCLUDING THE CHAIRPERSON OF THE BOARD. THE EVOLUTION IS CARRIED OUT IN A CONFIDENTIAL MANNER AND THE DIRECTORS PROVIDE THEIR FEEDBACK BY RATING BASED ON VARIOUS METRICS. INPUTS WERE RECEIVED FROM THE DIRECTORS, COVERING VARIOUS ASPECTS OF THE BOARD’S FUNCTIONING, SUCH AS THE ADEQUACY OF THE COMPOSITION OF THE BOARD AND ITS COMMITTEES, ITS EFFECTIVENESS, ETHICS AND COMPLIANCES, THE EVALUATION OF THE COMPANY’S PERFORMANCE, AND INTERNAL CONTROL AND AUDITS. A SEPARATE EXERCISE WAS CARRIED OUT TO EVALUATE THE PERFORMANCE OF INDIVIDUAL DIRECTORS, INCLUDING THE CHAIRPERSON OF THE BOARD, WHO WERE EVALUATED ON PARAMETERS SUCH AS THE LEVEL OF ENGAGEMENT AND CONTRIBUTION, EFFECTIVE PARTICIPATION IN BOARD/COMMITTEE MEETINGS, INDEPENDENCE OF JUDGMENT, SAFEGUARDING THE INTEREST OF THE COMPANY AND ITS MINORITY SHAREHOLDERS, PROVIDING EXPERT ADVICE TO THE BOARD, THE BOARD SKILLS MATRIX, AND CONTRIBUTING IN DELIBERATIONS WHILE APPROVING RELATED PARTY TRANSACTIONS. THE ASPECTS COVERED IN THE EVALUATION INCLUDE THE CONTRIBUTION TO AND MONITORING OF THE CORPORATE GOVERNANCE PRACTICES, PARTICIPATION IN THE LONG-TERM STRATEGIC PLANNING AND THE FULFILMENT OF DIRECTORS’ OBLIGATIONS AND FIDUCIARY RESPONSIBILITIES, INCLUDING BUT NOT LIMITED TO, ACTIVE PARTICIPATION IN THE BOARD AND COMMITTEE MEETINGS. FOLLOWING THE FRAMEWORK, AS RECOMMENDED BY THE NOMINATION AND REMUNERATION COMMITTEE AND APPROVED BY THE BOARD OF DIRECTORS, THE BOARD OF DIRECTORS OF THE COMPANY IN ITS MEETING HELD ON MAY 16, 2025, HAD CONCLUDED THE PERFORMANCE EVALUATION PROCESS FOR THE FINANCIAL YEAR 2024-25 TO THE SATISFACTION OF THE BOARD. THE INDEPENDENT NON-EXECUTIVE DIRECTORS OF THE COMPANY MET SEPARATELY WITHOUT THE PRESENCE OF THE NON-INDEPENDENT DIRECTORS AND INTER-ALIA REVIEWED THE PERFORMANCE OF THE MEMBERS OF MANAGEMENT, NON-INDEPENDENT DIRECTORS AND THE BOARD AS A WHOLE. FURTHER, THE PERFORMANCE OF THE CHAIRPERSON OF THE COMPANY AND THE COMMITTEES WERE ALSO REVIEWED IN THIS MEETING. THE PERFORMANCE REVIEW CONDUCTED TOOK INTO CONSIDERATION THE VIEWS OF THE EXECUTIVE AND NON- EXECUTIVE DIRECTORS.THE BOARD MEMBERS SUBMITTED TO THE NOMINATION AND REMUNERATION COMMITTEE, THEIR RESPONSE FOR EVALUATING THE ENTIRE BOARD, RESPECTIVE COMMITTEES OF WHICH THEY ARE MEMBERS AND OF THEIR PEER BOARD MEMBERS, INCLUDING CHAIRPERSON OF THE BOARD. |