| PURSUANT TO THE PROVISIONS OF THE COMPANIES ACT, 2013 AND REGULATION 17(10) OF THE SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015, THE BOARD HAS CARRIED OUT AN ANNUAL EVALUATION OF ITS OWN PERFORMANCE, THE PERFORMANCE OF THE INDIVIDUAL DIRECTORS INCLUDING INDEPENDENT DIRECTORS, CHAIRMAN AND THE WORKING OF ITS COMMITTEES, BASED ON THE EVALUATION CRITERIA DEFINED BY THE NOMINATION AND REMUNERATION COMMITTEE FOR THE PERFORMANCE EVALUATION PROCESS. PERFORMANCE EVALUATION OF INDEPENDENT DIRECTORS WAS DONE BY THE ENTIRE BOARD, EXCLUDING THE DIRECTOR BEING EVALUATED. THE EVALUATION WAS UNDERTAKEN BY WAY OF INTERNAL ASSESSMENTS, BASED ON DETAILED QUESTIONNAIRES AND INTERACTIONS. THE PERFORMANCE OF THE BOARD WAS EVALUATED BY THE ENTIRE BOARD AFTER SEEKING INPUTS FROM ALL THE DIRECTORS ON THE BASIS OF CRITERIA SUCH AS THE BOARD COMPOSITION AND STRUCTURE, EFFECTIVENESS OF BOARD PROCESSES, INFORMATION AND FUNCTIONING, ETC. THE PERFORMANCE OF THE COMMITTEES WAS EVALUATED BY THE BOARD AFTER SEEKING INPUT FROM THE COMMITTEE MEMBERS ON THE BASIS OF CRITERIA SUCH AS THE COMPOSITION OF COMMITTEES, EFFECTIVENESS OF COMMITTEE MEETINGS, STRUCTURE OF COMMITTEE MEETINGS, INDEPENDENCE OF THE COMMITTEES FROM THE BOARD AND CONTRIBUTION TO THE DECISION OF THE BOARD. THE PERFORMANCE OF INDEPENDENT DIRECTORS WAS EVALUATED ON THE BASIS OF INDEPENDENCE AND NON-CONFLICT OF INTEREST, INDEPENDENT VIEWS AND JUDGMENT AND VOICING OPINION FREELY AND PARTICIPATION AT THE MEETINGS. THE PERFORMANCE OF THE INDIVIDUAL DIRECTOR WAS EVALUATED ON THE BASIS OF CRITERIA SUCH AS QUALIFICATION, EXPERIENCE, KNOWLEDGE AND COMPETENCY ABILITY TO FUNCTION AS AN EFFECTIVE TEAM MEMBER, AVAILABILITY AND ATTENDANCE FOR THE BOARD/COMMITTEES, INTEGRITY, COMMITMENT AND CONTRIBUTION TO THE BOARD. THE PERFORMANCE OF CHAIRMAN WAS EVALUATED ON THE BASIS OF CRITERIA SUCH AS EFFICIENT LEADERSHIP, OPENMINDED, DECISIVE, COURTEOUS, PROFESSIONALISM, ABLE TO COORDINATE THE DISCUSSION, ABLE TO STEER THE MEETING EFFECTIVELY, IMPARTIALITY, COMMITMENT, AND PROTECTION OF SHAREHOLDERS’ INTEREST WHILE TAKING DECISIONS. FURTHER, A SEPARATE MEETING OF INDEPENDENT DIRECTORS WITHOUT THE PRESENCE OF THE NON-INDEPENDENT DIRECTORS OF THE COMPANY WAS HELD ON FEBRUARY 13, 2025, IN PERSON, WHEREIN ALL INDEPENDENT DIRECTORS WERE PRESENT. AT THIS MEETING, INDEPENDENT DIRECTORS DISCUSSED AND EVALUATED THE PERFORMANCE OF THE CHAIRMAN & MANAGING DIRECTOR, NON-EXECUTIVE NON-INDEPENDENT DIRECTOR, EXECUTIVE DIRECTORS AND THE BOARD AND COMMITTEES AS WHOLE AND ALSO ASSESSED THE QUALITY, QUANTITY, AND TIMELINESS OF THE FLOW OF INFORMATION BETWEEN THE MANAGEMENT OF THE COMPANY AND THE BOARD THAT IS NECESSARY FOR THE BOARD TO EFFECTIVELY AND REASONABLY PERFORM ITS DUTIES. THE PERFORMANCE OF THE BOARD, COMMITTEES, INDIVIDUAL DIRECTORS, INCLUDING INDEPENDENT DIRECTORS AND CHAIRMAN WAS FOUND SATISFACTORY. |