| IN LINE WITH THE COMPANIES ACT, 2013, SEBI GUIDANCE NOTE ON BOARD EVALUATION, AND SEBI LISTING REGULATIONS, THE BOARD CONDUCTED ITS ANNUAL EVALUATION FOR THE FINANCIAL YEAR 2025-26 DURING ITS MEETING HELD ON APRIL 30, 2026, WHEREIN THE PERFORMANCE OF ALL INDEPENDENT DIRECTORS (EXCEPT THE DIRECTOR BEING EVALUATED) WAS ASSESSED BY THE ENTIRE BOARD. ADDITIONALLY, A SEPARATE MEETING OF INDEPENDENT DIRECTORS WAS HELD ON APRIL 10, 2026, TO EVALUATE THE PERFORMANCE OF THE NON-INDEPENDENT DIRECTORS, CHAIRMAN OF THE BOARD, THE BOARD AS A WHOLE AND ITS COMMITTEES, IN ACCORDANCE WITH THE REQUIREMENTS OF SCHEDULE IV TO THE COMPANIES ACT, 2013 AND REGULATION 25(3) OF THE SEBI LISTING REGULATIONS. FOR REFERENCE, THE CORRESPONDING EVALUATIONS FOR THE FINANCIAL YEAR 2024-25 WERE CONDUCTED AT THE BOARD MEETING HELD ON MAY 5, 2025, AND AT THE SEPARATE INDEPENDENT DIRECTORS’ MEETING HELD ON APRIL 15, 2025. THE PERFORMANCE EVALUATION OF THE BOARD AND ITS CONSTITUENTS WAS CONDUCTED ON THE BASIS OF FUNCTIONS, RESPONSIBILITIES, COMPETENCIES, STRATEGY, TONE AT THE TOP, RISK IDENTIFICATION AND ITS CONTROL, DIVERSITY, AND NATURE OF BUSINESS. A STRUCTURED QUESTIONNAIRE WAS CIRCULATED TO THE MEMBERS OF THE BOARD COVERING VARIOUS ASPECTS OF THE BOARD’S FUNCTIONING, BOARD CULTURE, EXECUTION AND PERFORMANCE OF SPECIFIC DUTIES, PROFESSIONAL OBLIGATIONS AND GOVERNANCE. THE QUESTIONNAIRE WAS DESIGNED TO JUDGE KNOWLEDGE OF DIRECTORS, THEIR INDEPENDENCE WHILE TAKING BUSINESS DECISIONS; THEIR PARTICIPATION IN FORMULATION OF BUSINESS PLANS; THEIR CONSTRUCTIVE ENGAGEMENT WITH COLLEAGUES AND UNDERSTANDING THE RISK PROFILE OF THE COMPANY, ETC. IN ADDITION TO THE ABOVE, THE CHAIRMAN OF THE BOARD AND / OR COMMITTEE IS EVALUATED ON THE BASIS OF THEIR LEADERSHIP, COORDINATION AND STEERING SKILLS. THEREAFTER, THE NOMINATION AND REMUNERATION COMMITTEE REVIEW THE PERFORMANCE OF INDIVIDUAL DIRECTORS ON THE BASIS OF THEIR CONTRIBUTION AS A MEMBER OF THE BOARD OR COMMITTEE. THE QUANTUM OF PROFIT-BASED COMMISSION, PAYABLE TO DIRECTORS IS DECIDED BY THE NOMINATION AND REMUNERATION COMMITTEE ON THE BASIS OF OVERALL PERFORMANCE OF INDIVIDUAL DIRECTORS. |