| OUR COMPANY HAS CONDUCTED AN ANNUAL PERFORMANCE EVALUATION FOR ALL BOARD MEMBERS AS WELL AS THE WORK OF THE BOARD AND ITS COMMITTEES. THIS EVALUATION WAS LED WITH A SPECIFIC FOCUS ON THE PERFORMANCE AND EFFECTIVE FUNCTIONING OF THE BOARD. THE BOARD EVALUATION FRAMEWORK HAS BEEN DESIGNED IN COMPLIANCE WITH THE REQUIREMENTS UNDER THE COMPANIES ACT, 2013, AND THE LISTING REGULATIONS. IN A SEPARATE MEETING OF INDEPENDENT DIRECTORS, THE PERFORMANCE OF NON-INDEPENDENT DIRECTORS AND, PERFORMANCE OF THE BOARD AS A WHOLE WAS EVALUATED, TAKING INTO ACCOUNT THE VIEWS OF THE EXECUTIVE DIRECTORS AND NONEXECUTIVE DIRECTORS. THE SAME WAS DISCUSSED IN THE BOARD MEETING THAT FOLLOWED THE MEETING OF THE INDEPENDENT DIRECTORS, AT WHICH THE PERFORMANCE OF THE BOARD, ITS COMMITTEES, AND INDIVIDUAL DIRECTORS WAS ALSO DISCUSSED. THE FOLLOWING ARE SOME OF THE BROAD ISSUES THAT ARE CONSIDERED IN PERFORMANCE EVALUATION: • EVALUATION OF THE BOARD WAS BASED ON CRITERIA SUCH AS COMPOSITION AND ROLE OF THE BOARD, BOARD COMMUNICATION AND RELATIONSHIPS, FUNCTIONING OF BOARD COMMITTEES, REVIEW OF PERFORMANCE OF EXECUTIVE DIRECTORS, SUCCESSION PLANNING, STRATEGIC PLANNING, ETC. • EVALUATION OF COMMITTEES WAS BASED ON CRITERIA SUCH AS ADEQUATE INDEPENDENCE OF EACH COMMITTEE, FREQUENCY OF MEETINGS AND TIME ALLOCATED FOR DISCUSSIONS AT MEETINGS, FUNCTIONING OF BOARD COMMITTEES, AND EFFECTIVENESS OF ITS ADVICE/RECOMMENDATION TO THE BOARD, ETC. • EVALUATION OF DIRECTORS WAS BASED ON CRITERIA SUCH AS PARTICIPATION AND CONTRIBUTION IN BOARD AND COMMITTEE MEETINGS, REPRESENTATION OF SHAREHOLDERS' INTEREST AND ENHANCING SHAREHOLDING VALUE, EXPERIENCE, AND EXPERTISE TO PROVIDE FEEDBACK AND GUIDANCE TO TOP MANAGEMENT ON BUSINESS STRATEGY, GOVERNANCE, RISK, AND UNDERSTANDING OF THE ORGANIZATION’S STRATEGY, ETC. THE OUTCOME OF THE BOARD EVALUATION FOR THE FINANCIAL YEAR 2024-25 WAS DISCUSSED BY THE BOARD, AND ON THE BASIS OF SUCH DISCUSSION, THE BOARD ANALYZED THE RESULT OF ACTIONS TAKEN BY THE BOARD FOR IMPROVING BOARD EFFECTIVENESS BASED ON FEEDBACK RECEIVED IN THE PREVIOUS YEAR. FURTHER, THE BOARD ALSO NOTED AREAS IN WHICH THE BOARD REQUIRES MORE FOCUS FOR FUTURE BOARD EFFICIENCY. |