| PURSUANT TO THE PROVISIONS OF THE ACT READ WITH THE RULES FRAMED THEREUNDER AND THE SEBI LISTING REGULATIONS, THE BOARD UNDERTOOK AN ANNUAL EVALUATION OF ITS OWN PERFORMANCE, THAT OF ITS COMMITTEES, AND OF INDIVIDUAL DIRECTORS. THE COMPANY RECOGNISES THAT A STRUCTURED AND OBJECTIVE EVALUATION PROCESS IS INTEGRAL TO ENHANCING BOARD EFFECTIVENESS, ACCOUNTABILITY, AND OVERALL GOVERNANCE STANDARDS. THE EVALUATION FRAMEWORK AND CRITERIA WERE APPROVED BY THE N&RC, GUIDED BY THE PRINCIPLES SET OUT IN THE ADVISORY GUIDANCE ISSUED BY SEBI. THE EVALUATION PROCESS WAS ANCHORED BY THE CHAIRMAN OF THE N&RC WITH SUPPORT FROM THE CHAIRMAN OF THE BOARD. THE PERFORMANCE EVALUATION WAS CARRIED OUT THROUGH A STRUCTURED FRAMEWORK COVERING QUALITATIVE AND QUANTITATIVE ASPECTS OF THE BOARD’S FUNCTIONING. THE EVALUATION PARAMETERS INCLUDED, INTER ALIA, COMPOSITION AND DIVERSITY OF THE BOARD, ADEQUACY OF SKILLS AND EXPERTISE, CLARITY OF ROLES AND RESPONSIBILITIES, TIMELINESS AND QUALITY OF INFORMATION SHARED, EFFECTIVENESS OF MEETINGS, STRATEGIC GUIDANCE, RISK OVERSIGHT, AND OVERALL GOVERNANCE PERFORMANCE. THE ASSESSMENT COVERED THE BOARD AS A WHOLE, ITS COMMITTEES, AND INDIVIDUAL DIRECTORS. THE EVALUATION OF THE COMMITTEES OF THE BOARD INCLUDED ASPECTS SUCH AS COMPOSITION AND EXPERTISE OF MEMBERS, DISCHARGE OF TERMS OF REFERENCE, ADHERENCE TO CHARTERS, AND EFFECTIVENESS IN SUPPORTING THE BOARD IN FULFILLING ITS RESPONSIBILITIES. THE PERFORMANCE OF INDIVIDUAL DIRECTORS WAS ASSESSED ON PARAMETERS INCLUDING ATTENDANCE AND PREPAREDNESS, QUALITY OF PARTICIPATION, CONTRIBUTION TO DELIBERATIONS, STRATEGIC INSIGHT, DOMAIN KNOWLEDGE, AND COMMITMENT TO STAKEHOLDER INTERESTS. IN ADDITION, THE PERFORMANCE OF INDEPENDENT DIRECTORS WAS EVALUATED WITH SPECIFIC REFERENCE TO INDEPENDENCE OF JUDGEMENT, OBJECTIVITY IN DECISIONMAKING, AND ABSENCE OF CONFLICT OF INTEREST. DURING FY 2025–26, THE COMPANY CONDUCTED ITS ANNUAL BOARD EVALUATION IN ACCORDANCE WITH ITS ESTABLISHED COMMITMENT TO AN EFFECTIVE GOVERNANCE FRAMEWORK. AS IN PREVIOUS YEARS, THE PROCESS BEGAN WITH THE ELECTRONIC CIRCULATION OF EVALUATION FORMS TO ALL DIRECTORS, ENSURING CONFIDENTIALITY AND ENABLING CANDID, INDEPENDENT FEEDBACK. DIRECTORS ASSESSED THE EFFECTIVENESS OF THE BOARD AND ITS COMMITTEES, THE QUALITY OF INFORMATION FLOW, THE PERFORMANCE OF THE CHAIRMAN AND MANAGING DIRECTOR, AND UNDERTOOK PEER EVALUATIONS. THE OVERALL ASSESSMENT REFLECTED A STRONG AND EFFECTIVE BOARD, ITS CHAIRMAN AND THAT ITS COMMITTEES CONTINUE TO FUNCTION EFFECTIVELY AND REPORT REGULARLY ON THEIR ACTIVITIES. THE N&RC REVIEWED THE CONSOLIDATED FINDINGS AND DISCUSSED KEY INSIGHTS WITH THE INDEPENDENT DIRECTORS DURING AN INDEPENDENT DIRECTORS MEETING. THE DISCUSSION HIGHLIGHTED A BOARD CULTURE CHARACTERISED BY TRUST, CONSTRUCTIVE CHALLENGE, AND BALANCED ATTENTION TO STRATEGY, GOVERNANCE, AND RISK. INDEPENDENT DIRECTORS REITERATED THAT THE BOARD’S INDEPENDENCE, ETHICAL FOUNDATIONS, AND ENGAGEMENT REMAIN CORE STRENGTHS. THEY ALSO IDENTIFIED A FEW FOCUSED AREAS FOR ENHANCEMENT, INCLUDING STRENGTHENING PROCESS DISCIPLINE, DEEPENING STRATEGIC ENGAGEMENT, AND SHARPENING OVERSIGHT OF AREAS SUCH AS INNOVATION, TECHNOLOGY, ETC. THESE RECOMMENDATIONS WERE SUBSEQUENTLY DISCUSSED BY THE FULL BOARD, AND A PROGRAMME OF ACTIONS WAS ADOPTED. COMMITTEES TASKED THEMSELVES WITH REVIEWING THE RECOMMENDATIONS RELEVANT TO THEM AND FORMULATING ACTION PLANS. AS AN OUTCOME OF THE ABOVE PROCESS, IT WAS ALSO DECIDED THAT INDIVIDUAL FEEDBACK REPORT OF EACH DIRECTOR WOULD BE SHARED WITH THEM. IT WAS ACKNOWLEDGED THAT ACTIONS IDENTIFIED IN PREVIOUS EVALUATION CYCLES HAVE BEEN ADDRESSED AND DURING THE YEAR, THE COMPANY MADE PROGRESS ON SEVERAL IMPROVEMENT THEMES, INCLUDING STRENGTHENING OPERATING CAPABILITY, SHARPENING BUSINESS STRATEGY AND THE ANNUAL PLANNING PROCESS, ENHANCING LEADERSHIP FOCUS ON CAPABILITY BUILDING, AND DEEPENING TALENT INITIATIVES. |