| ACCORDING TO REGULATIONS 25(3)& (4) OF THE SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015, A MEETING OF THE INDEPENDENT DIRECTORS IS REQUIRED TO BE HELD TO EVALUATE THE PERFORMANCE OF THE NON-INDEPENDENT DIRECTORS. DURING THE FINANCIAL YEAR 2024-25, THE INDEPENDENT DIRECTORS HELD 2 (TWO) MEETINGS ON SEPTEMBER 09, 2024 AND MARCH 11, 2025. AT SUCH MEETINGS, THE INDEPENDENT DIRECTORS, INTER ALIA, DISCUSSED ON PRICE BAND FOR INITIAL PUBLIC OFFER (‘IPO’) AND (A) REVIEWED THE PERFORMANCE OF NON-INDEPENDENT DIRECTORS AND THE BOARD OF DIRECTORS AS A WHOLE; (B) REVIEWED THE PERFORMANCE OF THE CHAIRPERSON OF THE LISTED ENTITY, TAKING INTO ACCOUNT THE VIEWS OF EXECUTIVE DIRECTORS AND NON-EXECUTIVE DIRECTORS; (C) ASSESSED THE QUALITY, QUANTITY AND TIMELINESS OF FLOW OF INFORMATION BETWEEN THE MANAGEMENT OF THE COMPANY AND THE BOARD OF DIRECTORS THAT IS NECESSARY FOR THE BOARD OF DIRECTORS TO EFFECTIVELY AND REASONABLY PERFORM THEIR DUTIES, WHICH THEY FOUND SATISFACTORILY AND IN PROPER PLACE. FURTHER, BOARD HAS CARRIED OUT AN ANNUAL PERFORMANCE EVALUATION OF ITS OWN PERFORMANCE, THE DIRECTORS INDIVIDUALLY AS WELL AS THE EVALUATION OF THE WORKING OF THE MEMBERS OF AUDIT COMMITTEE, NOMINATION AND REMUNERATION COMMITTEE, STAKEHOLDERS RELATIONSHIP COMMITTEE, CSR COMMITTEE &OTHER COMMITTEES. THE PERFORMANCE OF THE BOARD WAS EVALUATED AFTER SEEKING INPUTS FROM ALL THE DIRECTORS ON THE BASIS OF THE PERFORMANCE EVALUATION MATRIX/CRITERIA APPROVED BY THE NOMINATION AND REMUNERATION COMMITTEE, SUCH AS THE BOARD COMPOSITION AND STRUCTURE, EFFECTIVENESS OF BOARD PROCESSES, INFORMATION AND FUNCTIONING, ETC. THE PERFORMANCE OF THE COMMITTEES WAS EVALUATED BY THE BOARD AFTER SEEKING INPUTS FROM THE RESPECTIVE COMMITTEE MEMBERS ON THE BASIS OF THE CRITERIA SUCH AS THE COMPOSITION OF COMMITTEES, EFFECTIVENESS OF COMMITTEE MEETINGS, ETC. THE BOARD AND THE NOMINATION AND REMUNERATION COMMITTEE (“NRC”) REVIEWED THE PERFORMANCE OF THE INDIVIDUAL DIRECTORS ON THE BASIS OF THE CRITERIA SUCH AS THE CONTRIBUTION OF THE INDIVIDUAL DIRECTOR TO THE BOARD AND COMMITTEE MEETINGS LIKE PREPAREDNESS ON THE ISSUES TO BE DISCUSSED, MEANINGFUL AND CONSTRUCTIVE CONTRIBUTION AND INPUTS IN MEETINGS, ETC. IN ADDITION, THE CHAIRMAN PERFORMANCE WAS ALSO EVALUATED ON THE KEY ASPECTS OF HIS ROLE & RESPONSIBILITIES. FURTHER, THE MANNER, IN WHICH THE EVALUATION IS CARRIED OUT, HAS BEEN EXPLAINED IN THE CORPORATE GOVERNANCE REPORT. |