| PURSUANT TO THE PROVISIONS OF SECTION 178(1) OF THE COMPANIES ACT 2013 AND REGULATION 17(10) OF THE SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015, THE BOARD OF DIRECTORS HAS CARRIED OUT AN ANNUAL EVALUATION OF ITS PERFORMANCE, THAT OF ITS COMMITTEES, AND INDIVIDUAL DIRECTORS. THE EVALUATION WAS CONDUCTED AS PER THE FRAMEWORK RECOMMENDED BY THE NOMINATION AND REMUNERATION COMMITTEE (NRC) AND APPROVED BY THE BOARD. THIS FRAMEWORK INCLUDES DETAILED CRITERIA, EVALUATION METHODOLOGY, AND TIMELINES AND IS OUTLINED IN THE NRC POLICY AVAILABLE ON THE COMPANY’S WEBSITE. THE EVALUATION COVERED VARIOUS ASPECTS OF BOARD FUNCTIONING, INCLUDING ITS COMPOSITION AND DIVERSITY, STRATEGIC OVERSIGHT, QUALITY OF DISCUSSIONS, EFFECTIVENESS OF BOARD AND COMMITTEE MEETINGS, GOVERNANCE AND RISK MANAGEMENT PRACTICES, SUCCESSION PLANNING, AND BOARD-MANAGEMENT DYNAMICS. THE PERFORMANCE OF INDIVIDUAL DIRECTORS WAS EVALUATED ON PARAMETERS SUCH AS QUALIFICATIONS, EXPERIENCE, LEVEL OF ENGAGEMENT, PREPAREDNESS FOR MEETINGS, INTEGRITY, INDEPENDENCE OF JUDGMENT, AND CONTRIBUTION TO BOARD DELIBERATIONS AND GUIDANCE TO THE MANAGEMENT. THE PERFORMANCE OF THE COMMITTEES WAS ASSESSED BASED ON THEIR COMPOSITION, TERMS OF REFERENCE, EFFECTIVENESS OF MEETINGS, INDEPENDENCE OF FUNCTIONING, AND THEIR OVERALL CONTRIBUTION TO THE DECISION-MAKING PROCESS OF THE BOARD. IN ACCORDANCE WITH REGULATION 25(4) OF THE SEBI LISTING REGULATIONS, A SEPARATE MEETING OF INDEPENDENT DIRECTORS WAS HELD DURING THE YEAR, WITHOUT THE PRESENCE OF NON-INDEPENDENT DIRECTORS AND MANAGEMENT. AT THIS MEETING, THE INDEPENDENT DIRECTORS REVIEWED THE PERFORMANCE OF THE NON-INDEPENDENT DIRECTORS, THE BOARD AS A WHOLE, AND THE CHAIRMAN OF THE COMPANY (WHERE APPLICABLE), AND ALSO ASSESSED THE QUALITY AND FLOW OF INFORMATION BETWEEN THE BOARD AND MANAGEMENT. FURTHER, THE PERFORMANCE EVALUATION OF INDEPENDENT DIRECTORS WAS CARRIED OUT BY THE ENTIRE BOARD, EXCLUDING THE DIRECTOR BEING EVALUATED, AS PRESCRIBED UNDER REGULATION 17(10) OF THE SEBI LISTING REGULATIONS. THE NRC REVIEWED THE CONSOLIDATED OUTCOME OF THE EVALUATIONS AND CONFIRMED THE EFFECTIVENESS OF THE PROCESS. FEEDBACK WAS SHARED INDIVIDUALLY WITH DIRECTORS BY THE CHAIRMAN, WHERE NECESSARY, AND KEY FINDINGS AND IMPROVEMENT AREAS WERE DISCUSSED AT THE BOARD LEVEL. THE BOARD NOTED THE EVALUATION RESULTS AND AGREED ON APPROPRIATE ACTION POINTS FOR CONTINUED IMPROVEMENT IN EFFECTIVENESS AND GOVERNANCE. THIS ANNUAL EVALUATION PROCESS IS IN COMPLIANCE WITH THE PROVISIONS OF THE COMPANIES ACT, 2013, AND THE SEBI LISTING REGULATIONS, PARTICULARLY REGULATIONS 17(10), 19(4), 25(4), AND 34(3), AND REFLECTS THE COMPANY’S COMMITMENT TO MAINTAINING HIGH STANDARDS OF GOVERNANCE AND BOARD EFFECTIVENESS. |