| PURSUANT TO THE PROVISIONS OF THE COMPANIES ACT, 2013 AND REGULATION 17 OF THE SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATION, 2015, THE BOARD HAS CARRIED OUT AN ANNUAL EVALUATION OF BOARD AS A WHOLE, AS WELL AS THE EVALUATION OF THE WORKING OF COMMITTEES OF THE BOARD AND INDIVIDUAL DIRECTORS, INCLUDING CHAIRMAN OF THE BOARD IN THE MEETING OF THE BOARD HELD ON MAY 14, 2025. FURTHER, THE PERFORMANCE EVALUATION OF THE BOARD AS A WHOLE, THE NON-INDEPENDENT DIRECTORS AND THE CHAIRMAN OF THE BOARD WAS CARRIED OUT BY THE INDEPENDENT DIRECTORS IN THEIR SEPARATE MEETING HELD ON MARCH 29, 2025, FOR THE FINANCIAL YEAR 2024-25. A BRIEF DISCLOSURE REGARDING THEIR ATTENDANCE IN THE MEETING IS DISCLOSED IN THE CORPORATE GOVERNANCE REPORT FORMING PART OF THIS ANNUAL REPORT ON PAGE NO 159. THIS EXERCISE WAS CARRIED OUT IN ACCORDANCE WITH THE POLICY FRAMED BY THE COMPANY WITHIN THE FRAMEWORK OF APPLICABLE LAWS. WHILE EVALUATING THE PERFORMANCE AND EFFECTIVENESS OF THE BOARD, VARIOUS ASPECTS OF THE BOARD’S FUNCTIONING SUCH AS ADEQUACY OF THE COMPOSITION AND QUALITY OF THE BOARD, TIME DEVOTED BY THE BOARD TO THE COMPANY’S LONG-TERM STRATEGIC ISSUES, QUALITY AND TRANSPARENCY OF BOARD DISCUSSIONS, EXECUTION AND PERFORMANCE OF SPECIFIC DUTIES, OBLIGATIONS AND GOVERNANCE WERE TAKEN INTO CONSIDERATION. COMMITTEES’ PERFORMANCE WAS EVALUATED BASED ON THEIR EFFECTIVENESS IN CARRYING OUT RESPECTIVE MANDATES. A SEPARATE EXERCISE WAS CARRIED OUT TO EVALUATE THE PERFORMANCE OF INDEPENDENT DIRECTORS AND THE CHAIRMAN OF THE BOARD, WHO WERE EVALUATED ON PARAMETERS SUCH AS LEVEL OF ENGAGEMENT AND CONTRIBUTION TO BOARD DELIBERATIONS, INDEPENDENCE OF JUDGEMENT, SAFEGUARDING THE INTEREST OF THE COMPANY AND FOCUS ON CREATION OF SHAREHOLDERS’ VALUE, ABILITY TO GUIDE THE COMPANY IN KEY MATTERS, ATTENDANCE AT MEETINGS, ETC. THE NON-EXECUTIVE DIRECTORS WERE EVALUATED ON PARAMETERS SUCH AS STRATEGY IMPLEMENTATION, LEADERSHIP SKILLS AND BOARD WAS EVALUATED ON PARAMETER SUCH AS QUALITY, QUANTITY, AND TIMELINESS OF THE INFORMATION FLOW TO THE BOARD, ETC BY THE INDEPENDENT DIRECTORS. THE COMPANY OPTED FOR A QUESTIONNAIRE METHOD FOR THIS EVALUATION. THE QUESTIONNAIRE WAS DESIGNED TO CAPTURE DETAILED FEEDBACK ON VARIOUS ASPECTS OF PERFORMANCE AND GOVERNANCE. THE RESPONSES WERE THEN ANALYSED TO DERIVE THE INSIGHTS AND PLACED BEFORE THE BOARD. THE BOARD OF DIRECTORS EXPRESSED THEIR SATISFACTION WITH THE EVALUATION PROCESS. |