| IN TERMS OF THE REQUIREMENT OF THE COMPANIES ACT, 2013 AND REGULATION 19 READ WITH SCHEDULE II, PART D OF THE LISTING REGULATIONS, THE BOARD CARRIED OUT AN ANNUAL EVALUATION OF ITS OWN PERFORMANCE, BOARD COMMITTEES, INDIVIDUAL DIRECTORS INCLUDING THE INDEPENDENT DIRECTOR AND THE CHAIRMAN OF THE COMPANY ON THE BASIS OF THE CRITERIA SPECIIED AS PER THE GUIDANCE NOTE ON BOARD EVALUATION ISSUED BY THE SECURITIES AND EXCHANGE BOARD OF INDIA WITH THE AIM TO IMPROVE THE EFFECTIVENESS OF THE BOARD AND THE COMMITTEES. BOARD EVALUTION WAS SOUGHT BY WAY OF A STRUCTURED QUESTIONNAIRE COVERING VARIOUS ASPECTS OF THE BOARD’S FUNCTIONING SUCH AS ADEQUACY OF TIME SPENT ON STRATEGIC ISSUES, EFFECTIVENESS OF GOVERNANCE PRACTICES, SETTING CORPORATE CULTURE AND VALUES, EXECUTION AND PERFORMANCE OF SPECIIC DUTIES, OBLIGATIONS AND GOVERNANCE. THE PERFORMANCE EVALUATION WAS CARRIED OUT BASED ON THE RESPONSES RECEIVED FROM THE DIRECTORS. THE RESULTS OF THE EVALUATION FOR THE YEAR UNDER REVIEW WERE SHARED WITH THE BOARD, CHAIRMAN OF RESPECTIVE COMMITTEES AND INDIVIDUAL DIRECTORS. THE RESULTS OF EVALUATION SHOWED HIGH LEVEL OF COMMITMENT AND ENGAGEMENT OF BOARD, ITS VARIOUS COMMITTEES AND SENIOR LEADERSHIP. THE BOARD EVALUATION REA?IRMS THE BOARD’S STRONG COMMITMENT TO GOVERNANCE AND STRATEGIC OVERSIGHT, AS EVIDENCED BY THE PROACTIVE LEADERSHIP OF ITS MEMBERS, THE EFFECTIVENESS OF COMMITTEES AND THE ENGAGEMENT OF SENIOR MANAGEMENT. A KEY INSIGHT HIGHLIGHTS THE BOARD’S INDEPENDENCE AND STEADFAST DEDICATION TO UPHOLDING RIGOROUS GOVERNANCE STANDARDS, ENSURING TRANSPARENCY AND FOSTERING SUSTAINABLE VALUE CREATION FOR STAKEHOLDERS. THE CRITERIA FOR EVALUATION UNDER DIFFERENT CATEGORIES DEPENDS ON THE ROLE OF THE PERSON(S)/GROUP(S) PLAYS IN THE COMPANY. THE CRITERIA FOR EVERY EVALUATION FOR THE FY 2024?25 WAS DECIDED AT EVERY LEVEL DEPENDING ON THE FUNCTIONS, RESPONSIBILITIES, COMPETENCIES REQUIRED, NATURE OF BUSINESS ETC., DETAILED AS BELOW: PERSON(S)/GROUP(S) EVALUATION CRITERIA PERSON(S)/GROUP(S) EVALUATION CRITERIA CHAIRMAN OF THE COMPANY LEADERSHIP, STEERING SKILLS, IMPARTIALITY, COMMITMENT, ABILITY TO KEEP SHAREHOLDER’S INTEREST IN MIND ETC. PERSON(S)/GROUP(S) EVALUATION CRITERIA PERSON(S)/GROUP(S) EVALUATION CRITERIA BOARD THE BOARD COMPOSITION AND STRUCTURE, MEETINGS OF THE BOARD, EFFECTIVENESS OF BOARD PROCESSES AND ITS FUNCTIONS, MONITORING EFFECTIVENESS OF GOVERNANCE PRACTICES, EVALUATION OF PERFORMANCE OF MANAGEMENT AND PROVIDING THEIR FEEDBACK ETC. COMMITTEES OF THE BOARD THE COMPOSITION OF COMMITTEES, STRUCTURE OF COMMITTEES, EFFECTIVENESS OF COMMITTEE MEETINGS, INDEPENDENCE OF THE COMMITTEES FROM THE BOARD, CONTRIBUTION TO THE DECISION OF THE BOARD ETC. EXECUTIVE/ NON- EXECUTIVE/ INDEPENDENT DIRECTOR(S) CRITERIA FOR ALL TYPE OF DIRECTORS QUALIICATION, EXPERIENCE, KNOWLEDGE AND COMPETENCIES, FULILMENT OF FUNCTIONS, COMMITMENT AND THEIR PARTICIPATION AND CONTRIBUTION AT THE BOARD MEETINGS AND COMMITTEE MEETINGS ETC. ADDITIONAL CRITERIA IN CASE OF INDEPENDENT DIRECTORS, I.E., INDEPENDENT FROM THE COMPANY AND OTHER DIRECTORS, PROVIDING INDEPENDENT VIEWS AND JUDGEMENT. THE INDEPENDENT DIRECTORS OF THE COMPANY EVALUATED PERFORMANCE OF NON INDEPENDENT DIRECTORS, THE BOARD AS A WHOLE AND THE CHAIRMAN OF THE COMPANY. THE INDEPENDENT DIRECTORS AT THEIR MEETING HELD ON JANUARY 20, 2025, ALSO ASSESSED THE QUALITY, QUANTITY AND TIMELINESS OF LOW OF INFORMATION BETWEEN THE COMPANY MANAGEMENT AND THE BOARD THAT IS NECESSARY FOR THE BOARD TO EFFECTIVELY AND REASONABLY PERFORM THEIR DUTIES. DURING THE YEAR, BOARD EVALUATION WAS COMPLETED BY THE COMPANY WHICH INCLUDED THE EVALUATION OF THE BOARD AS A WHOLE, BOARD COMMITTEES, CHAIRMAN AND INDIVIDUAL DIRECTORS OF THE BOARD. THE DIRECTORS OPINED COLLECTIVELY REPEATED WORD THAT THE BOARD AS A WHOLE IS FUNCTIONING AS A COHESIVE BODY. THE BOARD MEMBERS FROM DIFFERENT BACKGROUNDS/EXPERIENCES BROUGHT ABOUT DIFFERENT EXPERTISE AND GUIDANCE IN THE BOARD AND COMMITTEE MEETINGS. IT WAS ALSO NOTED THAT THE COMMITTEES ARE FUNCTIONING WELL AND ALL REQUIRED ISSUES ARE BROUGHT UP AND DISCUSSED IN THE COMMITTEES AS PER ITS TERMS OF REFERENCE AS MANDATED BY LAW. |