| PURSUANT TO THE PROVISIONS OF THE COMPANIES ACT, 2013, SCHEDULE IV THERETO AND THE SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015, THE BOARD OF DIRECTORS HAS CARRIED OUT AN ANNUAL EVALUATION OF ITS OWN PERFORMANCE, THE PERFORMANCE OF ITS COMMITTEES AND THAT OF INDIVIDUAL DIRECTORS. CONSIDERING THE RECONSTITUTION OF THE BOARD PURSUANT TO CHANGE IN MANAGEMENT AND CONTROL DURING THE FINANCIAL YEAR, THE EVALUATION WAS CONDUCTED WITH REFERENCE TO THE TENURE AND PARTICIPATION OF THE DIRECTORS DURING THE PERIOD THEY SERVED ON THE BOARD DURING FY 2025-26.THE EVALUATION FRAMEWORK WAS BASED ON VARIOUS ASPECTS OF THE FUNCTIONING OF THE BOARD AND ITS COMMITTEES, INCLUDING COMPOSITION OF THE BOARD AND COMMITTEES, EFFECTIVENESS OF BOARD PROCESSES, QUALITY AND TIMELINESS OF INFORMATION FLOW, PARTICIPATION IN DELIBERATIONS, STRATEGIC GUIDANCE, GOVERNANCE STANDARDS AND OVERSIGHT OF MANAGEMENT. THE CRITERIA FOR EVALUATION WERE BROADLY ALIGNED WITH THE GUIDANCE NOTE ON BOARD EVALUATION ISSUED BY SEBI. THE PERFORMANCE OF THE BOARD WAS EVALUATED AFTER SEEKING INPUTS FROM ALL THE DIRECTORS. THE PERFORMANCE OF THE COMMITTEES WAS EVALUATED BY THE BOARD AFTER CONSIDERING INPUTS RECEIVED FROM THE RESPECTIVE COMMITTEE MEMBERS, TAKING INTO ACCOUNT FACTORS SUCH AS COMPOSITION, EFFECTIVENESS OF MEETINGS, DISCHARGE OF RESPONSIBILITIES AND CONTRIBUTION TOWARDS THE GOVERNANCE FRAMEWORK OF THE COMPANY. IN A SEPARATE MEETING OF THE INDEPENDENT DIRECTORS, THE PERFORMANCE OF THE NON-INDEPENDENT DIRECTORS, THE CHAIRPERSON AND THE BOARD AS A WHOLE WAS EVALUATED, TAKING INTO ACCOUNT THE VIEWS OF THE EXECUTIVE AND NON- EXECUTIVE DIRECTORS. THE BOARD AND THE NOMINATION AND REMUNERATION COMMITTEE ALSO REVIEWED THE PERFORMANCE OF INDIVIDUAL DIRECTORS ON THE BASIS OF THEIR PARTICIPATION AND CONTRIBUTION IN BOARD AND COMMITTEE MEETINGS, PREPAREDNESS, CONSTRUCTIVE ENGAGEMENT IN DISCUSSIONS, PROFESSIONAL EXPERTISE AND GUIDANCE PROVIDED TO THE MANAGEMENT. AT THE MEETING OF THE BOARD HELD SUBSEQUENT TO THE MEETINGS OF THE INDEPENDENT DIRECTORS AND THE NOMINATION AND REMUNERATION COMMITTEE, THE PERFORMANCE OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS WAS DISCUSSED. THE PERFORMANCE EVALUATION OF THE INDEPENDENT DIRECTORS WAS CARRIED OUT BY THE ENTIRE BOARD, EXCLUDING THE DIRECTOR BEING EVALUATED. THE BOARD NOTED THAT THE EVALUATION PROCESS REFLECTED A HIGH LEVEL OF ENGAGEMENT AND COMMITMENT AMONGST ITS MEMBERS. THE OVERALL OUTCOME OF THE EVALUATION WAS SATISFACTORY, AND THE BOARD EXPRESSED ITS SATISFACTION WITH THE PERFORMANCE AND EFFECTIVENESS OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS. |