| IN COMPLIANCE WITH THE REQUIREMENTS OF THE COMPANIES ACT, 2013 AND THE LISTING REGULATIONS, THE COMPANY UNDERTOOK THE ANNUAL PERFORMANCE EVALUATION OF THE BOARD FOR THE FINANCIAL YEAR 2024–25. THE EVALUATION FRAMEWORK WAS DESIGNED IN LINE WITH THE PROVISIONS OF THE COMPANIES ACT, 2013, THE LISTING REGULATIONS, AND THE GUIDANCE NOTE ON BOARD EVALUATION ISSUED BY SEBI IN JANUARY 2019. THE EVALUATION PROCESS WAS CONDUCTED THROUGH A STRUCTURED QUESTIONNAIRE COVERING QUALITATIVE AND QUANTITATIVE PARAMETERS, ALONG WITH FEEDBACK BASED ON A RATING MECHANISM. THE EVALUATION COVERED: (I) THE PERFORMANCE OF THE BOARD AS A WHOLE; (II) THE PERFORMANCE OF EACH DIRECTOR ON AN INDIVIDUAL BASIS; (III) THE PERFORMANCE OF THE CHAIRPERSON OF THE BOARD; AND (IV) THE PERFORMANCE OF ALL BOARD COMMITTEES.THE BOARD EVALUATION FOCUSED ON PARAMETERS SUCH AS THE COMPOSITION AND ROLE OF THE BOARD, THE QUALITY AND EFFECTIVENESS OF COMMUNICATION AND RELATIONSHIPS, THE FUNCTIONING OF BOARD COMMITTEES, REVIEW OF PERFORMANCE AND COMPENSATION OF EXECUTIVE DIRECTORS, SUCCESSION PLANNING, STRATEGIC GUIDANCE, BOARD CULTURE, GOVERNANCE STANDARDS, AND THE DISCHARGE OF SPECIFIC DUTIES AND OBLIGATIONS. THE EVALUATION OF INDIVIDUAL DIRECTORS WAS BASED ON PARAMETERS INCLUDING PARTICIPATION AND CONTRIBUTION AT BOARD AND COMMITTEE MEETINGS, REPRESENTATION OF SHAREHOLDER INTERESTS AND ENHANCEMENT OF SHAREHOLDER VALUE, THE ABILITY TO PROVIDE STRATEGIC GUIDANCE AND GOVERNANCE OVERSIGHT, UNDERSTANDING OF THE COMPANY’S STRATEGY AND RISK ENVIRONMENT, INDEPENDENCE OF JUDGMENT, AND SAFEGUARDING THE INTERESTS OF THE COMPANY AND ITS MINORITY SHAREHOLDERS. SEPARATE EVALUATIONS WERE CARRIED OUT FOR THE CHAIRPERSON, EXECUTIVE DIRECTORS, NON- EXECUTIVE DIRECTORS, AND INDEPENDENT DIRECTORS. THE EVALUATION OF COMMITTEES CONSIDERED FACTORS SUCH AS THE ADEQUACY OF THEIR INDEPENDENCE, THE FREQUENCY AND EFFECTIVENESS OF MEETINGS, THE QUALITY OF DISCUSSIONS, AND THE EFFECTIVENESS OF THEIR RECOMMENDATIONS AND ADVICE TO THE BOARD. THROUGHOUT THE YEAR, THE BOARD AND ITS COMMITTEES HAD MULTIPLE OPPORTUNITIES FOR INTERACTION, BOTH COLLECTIVELY AND IN SMALLER GROUPS, INCLUDING DEDICATED MEETINGS OF INDEPENDENT DIRECTORS AND ONE-ON-ONE DISCUSSIONS WITH THE CHAIRPERSON. THESE DELIBERATIONS PROVIDED VALUABLE INSIGHTS, ENHANCING THE QUALITY OF GOVERNANCE AND COLLECTIVE DECISION-MAKING. DISCUSSIONS DURING THE EVALUATION PROCESS ALSO FOCUSED ON IDENTIFYING WAYS TO FURTHER STRENGTHEN THE EFFECTIVENESS OF THE BOARD AND ITS COMMITTEES, PARTICULARLY IN THE CONTEXT OF THE EVOLVING BUSINESS ENVIRONMENT AND REGULATORY LANDSCAPE. THE BOARD REVIEWED THE STRUCTURE, COMPOSITION, FUNCTIONING, AND INTERACTION WITH MANAGEMENT, AND IDENTIFIED ACTIONABLE AREAS FOR CONTINUOUS IMPROVEMENT. THE NOMINATION AND REMUNERATION COMMITTEE, THROUGH ITS CHAIRPERSON, LED THE EVALUATION PROCESS AND PRESENTED THE FINDINGS TO THE BOARD. THE OVERALL ASSESSMENT CONCLUDED THAT THE BOARD, ITS COMMITTEES, AND INDIVIDUAL DIRECTORS FUNCTION COHESIVELY AND EFFECTIVELY, WITH PERIODIC REPORTING BY COMMITTEES TO THE BOARD ENSURING TRANSPARENCY AND ALIGNMENT. THE BOARD ACKNOWLEDGED AND APPRECIATED THE SIGNIFICANT CONTRIBUTIONS OF THE CHAIRPERSON, EXECUTIVE DIRECTORS, NON-EXECUTIVE DIRECTORS, AND INDEPENDENT DIRECTORS TOWARD THE COMPANY’S GROWTH AND GOVERNANCE PRACTICES. THE BOARD ALSO NOTED THAT ACTION POINTS IDENTIFIED IN THE PREVIOUS EVALUATION HAD BEEN IMPLEMENTED, AND NEW AREAS OF FOCUS, CONSIDERING THE DYNAMIC EXTERNAL ENVIRONMENT, WERE IDENTIFIED FOR ATTENTION IN THE COMING YEAR. THE DIRECTORS EXPRESSED THEIR SATISFACTION WITH THE EVALUATION PROCESS AND CONFIRMED THAT THE BOARD AND ITS COMMITTEES CONTINUE TO OPERATE EFFECTIVELY AND THAT THE PERFORMANCE OF THE DIRECTORS AND THE CHAIRPERSON REMAINS SATISFACTORY. |