| IN ACCORDANCE WITH THE PROVISIONS OF THE ACT, THE SEBI LISTING REGULATIONS AND THE MASTER CIRCULAR ISSUED BY THE SECURITIES AND EXCHANGE BOARD OF INDIA DATED JULY 11, 2023, THE NOMINATION, REMUNERATION AND COMPENSATION COMMITTEE EVALUATED THE PERFORMANCE OF THE BOARD, ITS COMMITTEES, AND THE INDIVIDUAL DIRECTORS (BOTH INDEPENDENT AND NON-INDEPENDENT) FOR FY 2024-25 AND SHARED THE OUTCOME WITH THE BOARD FOR ITS NOTING. THE EVALUATION WAS CONDUCTED THROUGH A STRUCTURED INTERNAL ASSESSMENT PROCESS USING COMPREHENSIVE QUESTIONNAIRES CIRCULATED TO ALL BOARD MEMBERS. THE EVALUATION CRITERIA WERE ALIGNED WITH THE GUIDANCE PROVIDED UNDER SCHEDULE IV OF THE ACT FOR INDEPENDENT DIRECTORS AND COVERED BOTH QUANTITATIVE AND QUALITATIVE ASPECTS OF GOVERNANCE AND EFFECTIVENESS. BOARD EVALUATION AS PART OF THE PERFORMANCE EVALUATION PROCESS, THE BOARD WAS REVIEWED ON THE BASIS OF THE FOLLOWING KEY PARAMETERS: BOARD COMPOSITION, DIVERSITY, AND THE COLLECTIVE SKILL SET OF ITS MEMBERS; EFFECTIVENESS OF BOARD PROCESSES, INCLUDING THE FREQUENCY AND QUALITY OF MEETINGS, AND THE FLOW OF INFORMATION; OVERSIGHT OF FINANCIAL REPORTING, INTERNAL CONTROLS, AND RISK MANAGEMENT FRAMEWORKS; ENGAGEMENT WITH STRATEGY, COMPLIANCE, GOVERNANCE, AND ETHICAL STANDARDS; REVIEW OF MANAGEMENT PERFORMANCE AND ADEQUACY OF INTERNAL CONTROL SYSTEMS. COMMITTEE EVALUATION EACH COMMITTEE’S PERFORMANCE WAS ASSESSED BY ITS RESPECTIVE MEMBERS USING PARAMETERS SUCH AS: CLARITY OF MANDATE AND TERMS OF REFERENCE; COMPOSITION AND EFFECTIVENESS OF THE COMMITTEE; QUALITY AND TIMELINESS OF AGENDA AND DELIBERATIONS; EFFICIENCY IN REPORTING AND CONTRIBUTION TO THE BOARD’S DECISION-MAKING. INDIVIDUAL DIRECTORS’ EVALUATION THE PERFORMANCE OF INDIVIDUAL DIRECTORS WAS ASSESSED, BASED ON THE FOLLOWING PARAMETERS: LEADERSHIP SKILLS AND DOMAIN EXPERTISE; UNDERSTANDING OF THE COMPANY’S BUSINESS, STRATEGY, AND RISKS; ADHERENCE TO FIDUCIARY RESPONSIBILITIES AND ETHICAL STANDARDS; CONTRIBUTION TO BOARD DELIBERATIONS AND DECISION-MAKING; COMPLIANCE WITH THE CODE OF CONDUCT AND ROLE CLARITY BETWEEN BOARD AND MANAGEMENT; PROACTIVE PARTICIPATION IN MEETINGS AND EFFECTIVE COMMUNICATION. PERFORMANCE EVALUATION BY INDEPENDENT DIRECTORS IN COMPLIANCE WITH SCHEDULE IV OF THE ACT AND THE APPLICABLE PROVISIONS OF THE SEBI LISTING REGULATIONS, A SEPARATE MEETING OF THE INDEPENDENT DIRECTORS OF THE COMPANY WAS HELD WITHOUT THE PRESENCE OF NON-INDEPENDENT DIRECTORS AND MEMBERS OF MANAGEMENT. AT THE SAID MEETING, THE INDEPENDENT DIRECTORS, AMONG OTHER MATTERS, REVIEWED AND DISCUSSED PERFORMANCE AND EFFECTIVENESS OF THE EXECUTIVE DIRECTORS, THE BOARD AS A WHOLE, ITS COMMITTEES, AND FUNCTIONING AND LEADERSHIP OF THE CHAIRMAN OF THE BOARD. A DETAILED DISCLOSURE ON PERFORMANCE EVALUATION BY INDEPENDENT DIRECTORS OF THE COMPANY, PURSUANT TO APPLICABLE PROVISIONS OF THE ACT AND SEBI LISTING REGULATIONS, IS PROVIDED IN THE CORPORATE GOVERNANCE REPORT SECTION FORMING PART OF THIS ANNUAL REPORT. OUTCOME OF THE EVALUATION THE NOMINATION, REMUNERATION AND COMPENSATION COMMITTEE AND THE BOARD IN THEIR RESPECTIVE MEETINGS EXPRESSED OVERALL SATISFACTION WITH THE EVALUATION PROCESS. THE FEEDBACK HIGHLIGHTED THAT THE BOARD FUNCTIONS COHESIVELY AND TRANSPARENTLY, WITH ACTIVE AND MEANINGFUL PARTICIPATION FROM ALL DIRECTORS. THE COMMITTEES WERE FOUND TO BE EFFECTIVE IN DISCHARGING THEIR RESPONSIBILITIES AND SUPPORTING THE BOARD IN KEY AREAS. INDEPENDENT DIRECTORS, WITH THEIR DIVERSE EXPERIENCE, WERE COMMENDED FOR THEIR ROLE IN GUIDING GOVERNANCE, COMPLIANCE, AND RISK OVERSIGHT. THE EXECUTIVE DIRECTORS DEMONSTRATED STRONG LEADERSHIP IN THEIR RESPECTIVE DOMAINS AND CONTRIBUTED SIGNIFICANTLY TO THE COMPANY’S STRATEGIC DIRECTION AND OPERATIONAL PERFORMANCE. THE CHAIRMAN WAS APPRECIATED FOR HIS INCLUSIVE LEADERSHIP STYLE, OPENNESS TO DIVERSE PERSPECTIVES, AND COMMITMENT TO UPHOLDING HIGH STANDARDS OF CORPORATE GOVERNANCE. |