| IN TERMS OF RULE 8(4) OF THE COMPANIES (ACCOUNTS) RULES, 2014, THE BOARD OF DIRECTORS, IN ITS MEETING HELD ON JANUARY 14, 2025, CARRIED OUT THE FORMAL ANNUAL EVALUATION OF ITS OWN PERFORMANCE, ITS COMMITTEES AND INDIVIDUAL DIRECTORS. THE COMPANY HAS A STRUCTURED ASSESSMENT PROCESS FOR EVALUATION OF PERFORMANCE OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL PERFORMANCE OF EACH DIRECTOR INCLUDING THE CHAIRMAN OF THE BOARD. THE EVALUATIONS ARE CARRIED OUT IN A CONFIDENTIAL MANNER AND THE DIRECTORS PROVIDE THEIR FEEDBACK BY RATING BASED ON VARIOUS METRICS. THE PERFORMANCE OF THE BOARD WAS EVALUATED BY EACH DIRECTOR ON PARAMETERS SUCH AS MANAGEMENT SKILLS, BUSINESS LEADERSHIP, FINANCIAL EXPERTISE, INDUSTRY KNOWLEDGE & EXPERIENCE AND GLOBAL EXPERIENCE.DIRECTORS WERE ALSO EVALUATED INDIVIDUALLY BY ALL OTHER DIRECTORS (EXCEPT THE DIRECTORS WHO ARE SUBJECT TO EVALUATION) ON THE PARAMETERS SUCH AS HIS/HER PREPAREDNESS AT THE BOARD MEETINGS, DEVOTION OF TIME AND EFFORTS TO UNDERSTAND THE COMPANY AND ITS BUSINESS, QUALITY OF CONTRIBUTION AT THE BOARD MEETINGS, APPLICATION OF KNOWLEDGE, COMMUNICATION WITH BOARD MEMBERS, SENIOR MANAGEMENT AND KEY MANAGERIAL PERSONNEL. THE INDEPENDENT DIRECTORS AT THEIR SEPARATE MEETING REVIEWED THE PERFORMANCE OF NON- INDEPENDENT DIRECTORS AND THE BOARD AS A WHOLE, THE CHAIRMAN OF THE BOARD AFTER CONSIDERING THE VIEWS OF OTHER DIRECTORS, SUCCESSION PLANNING, THE QUALITY, QUANTITY AND TIMELINESS OF FLOW OF INFORMATION BETWEEN THE COMPANY MANAGEMENT AND THE BOARD THAT IS NECESSARY FOR THE BOARD TO PERFORM THEIR DUTIES EFFECTIVELY AND REASONABLY. DURING THE YEAR UNDER REVIEW, QUESTIONNAIRES WERE ALSO CIRCULATED TO THE MEMBERS OF THE BOARD AND RESPECTIVE COMMITTEES SOLICITING THEIR FEEDBACK ON THE PERFORMANCE OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS FOR THE FY 2025. THE OVERALL PERFORMANCE EVALUATION EXERCISE WAS COMPLETED TO THE SATISFACTION OF THE BOARD. THE OUTCOME OF EVALUATION WAS PRESENTED TO NRC AND THE BOARD AND KEY OUTCOMES, ACTIONABLE AREAS WERE DISCUSSED AND THE SAME WOULD BE ACTED UPON. |