| THE COMPANIES ACT, 2013 AND SEBI LISTING REGULATIONS CONTAIN PROVISIONS FOR THE EVALUATION OF THE PERFORMANCE OF: (I) THE BOARD AS A WHOLE; (II) VARIOUS COMMITTEES OF THE BOARD; AND (III) THE INDIVIDUAL DIRECTORS (INCLUDING INDEPENDENT DIRECTORS AND THE CHAIRPERSON) THE BOARD OF DIRECTORS CARRIED OUT AN ANNUAL EVALUATION OF ITS OWN PERFORMANCE, BOARD COMMITTEES, AND INDIVIDUAL DIRECTORS PURSUANT TO THE PROVISIONS OF THE COMPANIES ACT, 2013, AND SEBI LISTING REGULATIONS. THE PERFORMANCE OF THE BOARD WAS EVALUATED BASED ON INPUTS FROM THE BOARD MEMBERS, THE BOARD’S COMPOSITION, THE EFFECTIVENESS OF BOARD PROCESSES, INFORMATION AND FUNCTIONING, AREAS, AND QUALITY OF THE REVIEW, AND THE ESTABLISHMENT AND DELINEATION OF RESPONSIBILITIES TO COMMITTEES. THE PERFORMANCE OF THE COMMITTEES WAS EVALUATED BASED ON INPUTS RECEIVED FROM THE COMMITTEE MEMBERS, COVERING THE INPUTS ON THE COMPOSITION OF COMMITTEES, EFFECTIVENESS OF COMMITTEE MEETINGS, DEGREE OF FULFILLMENT OF KEY RESPONSIBILITIES, COMMITTEE DYNAMICS, AND QUALITY OF THE RELATIONSHIP OF THE COMMITTEE WITH THE BOARD AND THE MANAGEMENT. THE PERFORMANCE OF THE INDIVIDUAL DIRECTORS WAS REVIEWED BASED ON INPUTS FROM THE BOARD MEMBERS, INCLUDING INPUT ON THE CONTRIBUTION OF THE INDIVIDUAL DIRECTORS TO THE BOARD AND COMMITTEE MEETINGS. THE PERFORMANCE OF THE CHAIRMAN WAS EVALUATED BASED ON INPUTS FROM THE BOARD MEMBERS REGARDING HIS LEADERSHIP, STAKEHOLDER MANAGEMENT, VISION, AND STRATEGY.PURSUANT TO THE REQUIREMENTS OF SCHEDULE IV TO THE COMPANIES ACT, 2013, AND THE SEBI LISTING REGULATIONS, A MEETING OF THE INDEPENDENT DIRECTORS OF THE COMPANY WAS HELD ON 27 FEBRUARY 2025, WITHOUT THE PRESENCE OF NON-INDEPENDENT DIRECTORS AND MEMBERS OF THE MANAGEMENT. AT THIS MEETING, THE INDEPENDENT DIRECTORS, INTER ALIA, REVIEWED THE PERFORMANCE OF THE NON- INDEPENDENT DIRECTORS, THE BOARD AS A WHOLE, AND THE CHAIRMAN OF THE COMPANY, TAKING INTO CONSIDERATION THE VIEWS OF BOTH EXECUTIVE AND NON-EXECUTIVE DIRECTORS. THEY ALSO ASSESSED THE QUALITY, QUANTITY, AND TIMELINESS OF THE FLOW OF INFORMATION BETWEEN THE MANAGEMENT AND THE BOARD, WHICH IS CRITICAL FOR THE BOARD TO EFFECTIVELY DISCHARGE ITS RESPONSIBILITIES. THE OBSERVATIONS AND FEEDBACK OF THE INDEPENDENT DIRECTORS WERE DULY COMMUNICATED TO THE CHAIRMAN OF THE BOARD AS PART OF THIS EVALUATION PROCESS. |