| A) PERFORMANCE EVALUATION OF BOARD OF DIRECTORS: AS REQUIRED UNDER THE ACT AND LISTING REGULATIONS, THE BOARD CARRIES OUT AN ANNUAL EVALUATION OF ITS OWN PERFORMANCE, ITS COMMITTEES, AND INDIVIDUAL DIRECTORS. THE OBJECTIVE IS TO IMPROVE THE EFFECTIVENESS OF THE BOARD AND ITS COMMITTEES. THE PERFORMANCE OF EXECUTIVE DIRECTORS IS REVIEWED AGAINST THEIR KEY RESULT AREAS. THE PERFORMANCE OF NON-EXECUTIVE DIRECTORS IS ASSESSED ON THE BASIS OF THE CRITERIA FOR THEIR APPOINTMENT, THEIR CONTRIBUTION TO LONG-TERM STRATEGIC PLANNING, THEIR EXPERIENCE AND SKILLS, DISCHARGE OF DUTIES AND OBLIGATIONS, AND OVERALL CONTRIBUTION TO BOARD EFFECTIVENESS. FOR FY 2024-25, THE BOARD CONDUCTED THE EVALUATION OF THE BOARD AS A WHOLE, ITS COMMITTEES, AND INDIVIDUAL DIRECTORS, INCLUDING INDEPENDENT DIRECTORS, IN LINE WITH THE CRITERIA SET BY THE NOMINATION AND REMUNERATION COMMITTEE. THE PERFORMANCE OF INDEPENDENT DIRECTORS WAS EVALUATED BY THE ENTIRE BOARD AS PER THE PRESCRIBED CRITERIA. SEPARATELY, THE INDEPENDENT DIRECTORS ALSO MET TO EVALUATE THE PERFORMANCE OF NON INDEPENDENT DIRECTORS AND THE BOARD AS A WHOLE. B) EVALUATION OF PERFORMANCE AND INDEPENDENCE REVIEW PROCEDURES: THE COMMITTEE SHALL DETERMINE A PROCESS FOR EVALUATING THE PERFORMANCE OF EVERY BOARD MEMBER, THE COMMITTEES OF THE BOARD, AND THE BOARD ON AN ANNUAL BASIS AND SHALL CARRY OUT THE PERFORMANCE EVALUATION IN TERMS OF THE PROCESS DETERMINED. THE COMMITTEE MAY ALSO AUTHORIZE THE BOARD OR APPOINT AN INDEPENDENT EXTERNAL AGENCY TO CARRY OUT THE PERFORMANCE EVALUATION IN TERMS OF THE PROCESS DETERMINED AND SHALL FURTHER REVIEW ITS IMPLEMENTATION AND COMPLIANCE. THE COMMITTEE SHALL ALSO REVIEW ITS OWN PERFORMANCE ON AN ANNUAL BASIS. 1. ANNUAL EVALUATION: THE BOARD WILL DETERMINE THE INDEPENDENCE OF THE INDEPENDENT DIRECTOR ON AN ANNUAL BASIS UPON THE DECLARATION MADE BY SUCH INDEPENDENT DIRECTOR. 2. DETERMINATION OF DIRECTOR’S INDEPENDENCE: THE BOARD SHALL DETERMINE THE INDEPENDENCE OF A CANDIDATE FOR THE POSITION OF INDEPENDENT DIRECTOR PRIOR TO APPOINTMENT. 3. CHANGE OF INDEPENDENT STATUS: EACH DIRECTOR SHALL INFORM THE BOARD WITH RESPECT TO ANY CHANGE IN HIS/HER INDEPENDENT STATUS. C) EVALUATION OF THE PERFORMANCE OF EXECUTIVE DIRECTORS AND DETERMINATION OF REMUNERATION: THE COMMITTEE SHALL EVALUATE THE PERFORMANCE OF THE MANAGING DIRECTORS BY SETTING KEY RESULT AREAS AND PERFORMANCE PARAMETERS AT THE BEGINNING OF EACH FINANCIAL YEAR, AND IT SHALL ENSURE THAT THE SAID PERFORMANCE OBJECTIVES ARE ALIGNED WITH THE PRESENT AND FUTURE GOALS OF THE COMPANY. THE COMMITTEE SHALL CONSIDER AND RECOMMEND THE REMUNERATION OF THE MANAGING DIRECTOR(S) OR WHOLE-TIME DIRECTOR FOR APPROVAL OF THE BOARD AND MEMBERS OF THE COMPANY. THE REMUNERATION MAY INCLUDE BASIC SALARY, BENEFITS, ALLOWANCES, PERQUISITES, COMMISSION, ETC. THE COMMITTEE SHALL ALSO ENSURE THAT THE REMUNERATION IS IN ACCORDANCE WITH APPLICABLE LAW AND HAS AN ADEQUATE BALANCE BETWEEN FIXED AND VARIABLE COMPONENTS. D) EVALUATION CRITERIA FOR THE INDEPENDENT DIRECTORS: 1. THE PERFORMANCE EVALUATION OF INDEPENDENT DIRECTORS SHALL BE DONE BY THE ENTIRE BOARD OF DIRECTORS, EXCLUDING THE DIRECTOR BEING EVALUATED. 2. ON THE BASIS OF THE PERFORMANCE EVALUATION REPORT, IT SHALL BE DETERMINED WHETHER TO EXTEND OR CONTINUE THE TERM OF APPOINTMENT OF THE INDEPENDENT DIRECTOR. DURING THE FINANCIAL YEAR UNDER REVIEW, IN TERMS OF THE PROVISIONS OF THE ACT AND THE LISTING REGULATIONS, THE NOMINATION AND REMUNERATION COMMITTEE, AND THE BOARD HAS CARRIED OUT AN ANNUAL EVALUATION OF ITS PERFORMANCE, THE DIRECTORS INDIVIDUALLY AS WELL AS THE EVALUATION OF THE WORKING OF ITS COMMITTEES AND INDIVIDUAL DIRECTORS AND THE FINDINGS WERE SHARED WITH THEM AS WELL AS THE CHAIRMAN OF THE COMPANY. A STRUCTURED QUESTIONNAIRE WAS PREPARED COVERING THE VARIOUS CRITERIA OF COMPETENCIES, AND THE RESPONSES WERE EVALUATED BY THE NOMINATION AND REMUNERATION COMMITTEE AS WELL AS BY THE BOARD. THE RESULTS REFLECTED A HIGHLY SATISFACTORY PERFORMANCE OF BOARD AND COMMITTEE MEMBERS. FURTHER, THE BOARD HAS CARRIED OUT AN ANNUAL PERFORMANCE EVALUATION OF ITS INDEPENDENT DIRECTORS. EVALUATION OF INDEPENDENT DIRECTORS WAS BASED ON DEFINED PARAMETERS WHICH INCLUDE LEVEL OF ENGAGEMENT AND PARTICIPATION IN BUSINESS DECISIONS, FUNCTIONAL KNOWLEDGE AND SKILL SET, AWARENESS OF THE RISK PROFILE OF THE INDUSTRY, QUALITY OF FEEDBACK AND SUGGESTIONS, ETC. THE INDEPENDENT DIRECTORS HAVE ALSO EVALUATED THE PERFORMANCE OF THE CHAIRMAN AND OTHER NONINDEPENDENT DIRECTORS. THE EVALUATION OF THE PERFORMANCE WAS ON THE BASIS OF THE CRITERIA LIKE CULTURE AND DYNAMICS OF THE BOARD, QUALITY OF BOARD MEMBERS, KEY RESPONSIBILITIES OF THE BOARD MEMBERS, CONTRIBUTION OF THE BOARD MEMBERS, EFFECTIVENESS OF THE PROCESS, AND FUNCTIONING OF THE BOARD/ITS COMMITTEES. |