| IN TERMS OF REQUIREMENTS OF THE ACT READ WITH THE RULES ISSUED THEREUNDER AND THE SEBI LISTING REGULATIONS, THE BOARD CARRIED OUT THE ANNUAL PERFORMANCE EVALUATION OF THE BOARD OF DIRECTOR(S) AS A WHOLE, COMMITTEE(S) OF THE BOARD AND INDIVIDUAL DIRECTOR(S). YOUR COMPANY BELIEVES THAT THE PROCESS OF PERFORMANCE EVALUATION AT THE BOARD LEVEL IS PIVOTAL TO ITS BOARD ENGAGEMENT AND EFFECTIVENESS. CRITERIA FOR BOARD EVALUATION IS DULY APPROVED BY N&RC BASED ON THE GUIDANCE NOTE ISSUED BY THE SEBI. PERFORMANCE EVALUATION IS FACILITATED BY THE CHAIRMAN OF THE BOARD WHO IS SUPPORTED BY THE CHAIRMAN OF N&RC. THE PROCESS OF BOARD EVALUATION IS CONDUCTED THROUGH STRUCTURED QUESTIONNAIRE(S) WHICH INCLUDES VARIOUS ASPECTS OF THE BOARD’S FUNCTIONING SUCH AS ADEQUACY OF THE BOARD COMPOSITION DIVERSITY, SKILL SET OF MEMBERS, THE APPOINTMENT PROCESS, UNDERSTANDING OF ROLES AND RESPONSIBILITIES, CIRCULATION OF BOARD PAPERS, QUALITY OF INFORMATION PROVIDED, STRATEGIC OVERSIGHT, RISK EVALUATION, ACQUISITIONS GUIDANCE, INDIVIDUAL DIRECTOR(S) AND CONTRIBUTIONS, EXECUTION OF DUTIES, GOVERNANCE PERFORMANCE FOR THE BOARD AS A WHOLE, COMMITTEE(S) OF THE BOARD AND INDIVIDUAL DIRECTOR(S) AND HAS BEEN UNDERTAKEN DIGITALLY. THE PERFORMANCE INDICATORS FOR THE COMMITTEE(S) INTER ALIA INCLUDES COMPOSITION OF THE COMMITTEE, UNDERSTANDING THE TERMS OF REFERENCE, ADHERENCE TO THE CHARTERS, THE EFFECTIVENESS OF DISCUSSIONS AT THE COMMITTEE MEETING(S), THE INFORMATION PROVIDED TO THE COMMITTEE TO DISCHARGE ITS DUTIES/ OBLIGATIONS AND PERFORMANCE OF THE COMMITTEE, SUPPORT PROVIDED TO THE BOARD VIS-À-VIS ITS RESPONSIBILITIES. THE PERFORMANCE OF INDIVIDUAL DIRECTOR(S) WAS EVALUATED BASED ON PARAMETERS SUCH AS ATTENDANCE AT THE MEETING(S), CONTRIBUTION TO BOARD DELIBERATIONS, ENGAGEMENT WITH COLLEAGUES ON THE BOARD, ABILITY TO GUIDE THE COMPANY IN KEY MATTERS, KNOWLEDGE, UNDERSTANDING OF RELEVANT AREAS, AND RESPONSIBILITY TOWARDS STAKEHOLDERS. ALL THE DIRECTOR(S) WERE SUBJECT TO SELF-EVALUATION AND PEER EVALUATION. THE PERFORMANCE OF THE INDEPENDENT DIRECTOR(S) WAS EVALUATED TAKING INTO ACCOUNT THE ABOVE FACTORS AS WELL AS INDEPENDENT DECISION-MAKING AND NON-CONFLICT OF INTEREST. FURTHER, THE EVALUATION PROCESS WAS BASED ON THE AFFIRMATION RECEIVED FROM THE INDEPENDENT DIRECTOR(S) THAT THEY MEET THE INDEPENDENCE CRITERIA AS REQUIRED UNDER THE ACT AND THE SEBI LISTING REGULATIONS. IN ADDITION TO THE QUESTIONNAIRE(S), THE CHAIRPERSON OF THE N&RC CONDUCTED IN-DEPTH ONE-ON- ONE INTERVIEWS WITH EACH BOARD MEMBER TO GATHER DETAILED INSIGHTS. A QUANTITATIVE ANALYSIS AND BOARD EFFECTIVENESS BRIEF INCLUDING INSIGHTFUL FEEDBACK, AND TRENDS WAS SHARED BY THE CHAIRMAN OF THE N&RC TO ALL THE BOARD MEMBERS. THEREAFTER, THE FOLLOWING PROCESS WAS FOLLOWED TO ASSIMILATE AND PROCESS THE FEEDBACK: PERFORMANCE OF NON- INDEPENDENT DIRECTORS, THE BOARD AS A WHOLE AND CHAIRMAN OF THE COMPANY WAS EVALUATED, TAKING INTO ACCOUNT THE VIEWS OF EXECUTIVE DIRECTOR AND NON-EXECUTIVE DIRECTORS; ? THE ENTIRE BOARD DISCUSSED THE FINDINGS OF THE EVALUATION WITH THE INDEPENDENT DIRECTOR(S) AND ALSO EVALUATED THE PERFORMANCE OF THE INDIVIDUAL DIRECTOR(S) INCLUDING THE MD & CEO, THE BOARD AS A WHOLE AND ALL THE COMMITTEE(S) OF THE BOARD; AND ? AS AN OUTCOME OF THE ABOVE PROCESS, INDIVIDUAL FEEDBACK WAS SHARED WITH EACH DIRECTOR. THE BOARD EVALUATION DISCUSSION WAS FOCUSED ON HOW TO MAKE THE BOARD MORE EFFECTIVE AS A COLLECTIVE BODY IN THE CONTEXT OF THE BUSINESS AND THE EXTERNAL ENVIRONMENT IN WHICH THE COMPANY FUNCTIONS. THE BOARD WAS IN REGULAR MEETINGS APPRISED OF RELEVANT BUSINESS ISSUES AND RELATED OPPORTUNITIES AND RISKS. THE EVALUATION EXERCISE WAS DESIGNED TO GO INTO VARIOUS ASPECTS OF ITS FUNCTIONING AND THAT OF ITS COMMITTEES SUCH AS STRUCTURE, COMPOSITION, CONDUCT OF MEETINGS, AND INTERACTION WITH MANAGEMENT AND WHAT NEEDS TO BE DONE TO FURTHER AUGMENT THE EFFECTIVENESS OF THE BOARD’S FUNCTIONING. QUESTIONNAIRES ON THE FUNCTIONING OF THE BOARD AND INFORMATION FLOW, PEER EVALUATION OF DIRECTORS, EVALUATION OF THE MD AND PERFORMANCE OF COMMITTEES WERE FILLED IN BY ALL DIRECTORS. IN ADDITION, THE CHAIRMAN OF THE N&RC CONDUCTED ONE-ON-ONE INTERVIEWS WITH EACH BOARD MEMBER TO GATHER DETAILED INSIGHTS. A QUANTITATIVE ANALYSIS AND BOARD EFFECTIVENESS BRIEF INCLUDING INSIGHTFUL FEEDBACK, AND TRENDS WAS SHARED BY THE CHAIRMAN OF THE N&RC TO ALL INDEPENDENT DIRECTORS. THEREAFTER, THE FOLLOWING PROCESS WAS FOLLOWED: 1. A SEPARATE MEETING OF INDEPENDENT DIRECTORS DISCUSSED THE FINDINGS AND ARRIVED AT A SET OF RECOMMENDATIONS FOR IMPROVING THE FUNCTIONING OF THE BOARD AS A WHOLE. THESE RECOMMENDATIONS WERE THEN DISCUSSED IN THE BOARD AND A PROGRAMME WAS ADOPTED TO BRING ABOUT THE CHANGES. THESE CHANGES HAVE BEEN , BY AND LARGE, EFFECTIVELY CARRIED OUT. 2. IT WAS DECIDED THAT THE COMMITTEES WOULD DISCUSS THE RECOMMENDATIONS PERTAINING TO THEM AND ARRIVE AT AN ACTION PLAN. 3. AS AN OUTCOME OF THE ABOVE PROCESS, IT WAS DECIDED THAT, AS BEFORE, THE CHAIRMAN OF THE BOARD WOULD PROVIDE INDIVIDUAL FEEDBACK TO EACH DIRECTOR. THE BOARD’S OVERALL ASSESSMENT INDICATED THAT IT WAS OPERATING COHESIVELY, INCLUDING ITS VARIOUS COMMITTEES. THESE COMMITTEES WERE PERFORMING EFFECTIVELY, REGULARLY REPORTING TO THE BOARD ON THEIR ACTIVITIES AND PROGRESS DURING THE REPORTING PERIOD. THE BOARD ALSO NOTED THAT THE ACTIONS IDENTIFIED IN PREVIOUS QUESTIONNAIRE- BASED EVALUATIONS HAD BEEN IMPLEMENTED. DURING THE FINANCIAL YEAR 2024- 25, THE COMPANY ACTED ON THE FEEDBACK FROM THE BOARD EVALUATION PROCESS CONDUCTED IN THE EVEN YEAR. THE BOARD NOTED THE KEY IMPROVEMENT AREAS EMERGING FROM THIS EXERCISE INCLUDING BUT NOT LIMITED TO IMPROVING THE OPERATING CAPABILITY OF THE COMPANY, REVIEW OF BUSINESS STRATEGY AND ANNUAL PLANNING, STRENGTHENING TOP TALENT PIPELINE, REDUCING THE ATTRITION RATE, ETC. THE BOARD OF DIRECTORS HAVE EXPRESSED THEIR SATISFACTION WITH THE EVALUATION PROCESS. |