| 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 DIRECTORS AND THE CHAIRMAN OF THE COMPANY ON BASIS OF THE CRITERIA SPECIFIED AS PER THE GUIDANCE NOTE ON BOARD EVALUATION ISSUED BY THE SECURITIES AND EXCHANGE BOARD OF INDIA WITH AIM TO IMPROVE EFFECTIVENESS OF THE BOARD AND THE COMMITTEES. THE CRITERIA FOR EVALUATION UNDER DIFFERENT CATEGORIES DEPEND ON ROLE THE PERSON(S)/GROUP(S) PLAYS IN THE COMPANY. THE CRITERIA FOR EVERY EVALUATION FOR THE FINANCIAL YEAR 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 CHAIRMAN OF THE COMPANY LEADERSHIP, STEERING SKILLS, IMPARTIALITY, COMMITMENT, ABILITY TO KEEP SHAREHOLDER’S INTEREST IN MIND ETC. 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 DECISIONS OF THE BOARD ETC. EXECUTIVE/ NON-EXECUTIVE/ INDEPENDENT DIRECTOR(S) CRITERIA FOR ALL DIRECTORS INCLUDES QUALIFICATION, EXPERIENCE, KNOWLEDGE AND COMPETENCIES, FULFILMENT 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. IN A SEPARATE MEETING OF INDEPENDENT DIRECTORS HELD ON MAY 28, 2025, PERFORMANCE OF NON-INDEPENDENT DIRECTORS, THE BOARD AS A WHOLE AND THE CHAIRMAN OF THE COMPANY WAS EVALUATED, TAKING INTO ACCOUNT THE VIEWS OF EXECUTIVE DIRECTORS AND NON-EXECUTIVE DIRECTORS. THE INDEPENDENT DIRECTORS AT THEIR MEETING ALSO ASSESSED QUALITY, QUANTITY AND TIMELINESS OF FLOW OF INFORMATION BETWEEN THE COMPANY MANAGEMENT AND THE BOARD THAT IS NECESSARY FOR THE BOARD TO EFFECTIVELY AND REASONABLY PERFORM THEIR DUTIES. IT WAS NOTED THAT THE BOARD AS A WHOLE IS FUNCTIONING AS A COHESIVE BODY WHICH IS WELL ENGAGED WITH DIFFERENT PERSPECTIVES. THE BOARD MEMBERS FROM DIFFERENT BACKGROUNDS BRING ABOUT DIFFERENT COMPLEMENTARITIES AND DELIBERATIONS IN THE BOARD AND COMMITTEE MEETINGS. IT WAS ALSO NOTED THAT THE COMMITTEES ARE FUNCTIONING WELL AND ALL IMPORTANT ISSUES ARE BROUGHT UP AND DISCUSSED IN THE COMMITTEES AS PER ITS TERMS OF REFERENCE AS MANDATED BY LAW. THE EVALUATION PROCESS WAS CARRIED OUT THROUGH A WEB-BASED APPLICATION. THE SUMMARY OF EVALUATION REPORTS WAS PRESENTED TO RESPECTIVE COMMITTEES AND THE BOARD. THE DIRECTORS HAD GIVEN A POSITIVE FEEDBACK ON OVERALL FUNCTIONING OF THE COMMITTEES AND THE BOARD OF DIRECTORS. THE SUGGESTIONS MADE BY THE DIRECTORS IN EVALUATION PROCESS HAVE BEEN SUITABLY INCORPORATED IN THE PROCESSES. IN THE BOARD MEETING THAT FOLLOWED MEETING OF THE INDEPENDENT DIRECTORS AND MEETING OF NOMINATION AND REMUNERATION COMMITTEE, PERFORMANCE OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS WAS ALSO DISCUSSED. PERFORMANCE EVALUATION OF INDEPENDENT DIRECTORS WAS DONE BY ENTIRE BOARD, EXCLUDING THE INDEPENDENT DIRECTORS BEING EVALUATED. |