| PURSUANT TO THE PROVISIONS OF THE COMPANIES ACT, 2013 AND REGULATION 25(3) AND (4) OF THE SECURITIES AND EXCHANGE BOARD OF INDIA (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015, THE INDEPENDENT DIRECTORS, AT THEIR MEETING HELD ON JULY 27, 2024, UNDERTOOK A COMPREHENSIVE EVALUATION OF THE PERFORMANCE OF THE NON-INDEPENDENT DIRECTORS AND THE CHAIRPERSON OF THE COMPANY. THIS EVALUATION WAS CONDUCTED AFTER DULY CONSIDERING THE PERSPECTIVES OF THE EXECUTIVE AND NONEXECUTIVE DIRECTORS. FURTHERMORE, THE BOARD COLLECTIVELY ASSESSED THE QUALITY, ADEQUACY, AND TIMELINESS OF THE FLOW OF INFORMATION BETWEEN THE COMPANY’S MANAGEMENT AND THE BOARD. CONCURRENTLY, THE NOMINATION AND REMUNERATION COMMITTEE ALSO UNDERTOOK THE EVALUATION OF THE PERFORMANCE OF EACH DIRECTOR. THE INDIVIDUAL DIRECTORS WERE ASSESSED AGAINST A RANGE OF PARAMETERS, INCLUDING THEIR ACTIVE PARTICIPATION IN BOARD AND COMMITTEE MEETINGS, SUBSTANTIVE CONTRIBUTION TO STRATEGIC DELIBERATIONS, IDENTIFICATION AND SUGGESTION OF RISK MITIGATION MEASURES, ESTABLISHMENT OF INTERNAL CONTROLS, ADHERENCE TO GOVERNANCE STANDARDS, LEADERSHIP QUALITIES, TALENT DEVELOPMENT INITIATIVES, AND ENGAGEMENT WITH EXTERNAL STAKEHOLDERS. THE EVALUATION OF THE VARIOUS SUB-COMMITTEES WAS BASED UPON CRITERIA SUCH AS THEIR COMPOSITION, EFFICACY IN FULFILLING THE TERMS OF REFERENCE, AND THE PERIODICITY AND RELEVANCE OF THEIR RECOMMENDATIONS TO THE BOARD. BASED ON THE ASSESSMENTS CONDUCTED BY THE INDEPENDENT DIRECTORS AND THE NOMINATION AND REMUNERATION COMMITTEE, SUPPLEMENTED BY INDIVIDUAL AND COLLECTIVE FEEDBACK FROM THE NON-INDEPENDENT DIRECTORS, THE BOARD COMPLETED ITS ANNUAL PERFORMANCE EVALUATION OF THE DIRECTORS INDIVIDUALLY, AS WELL AS AN APPRAISAL OF THE BOARD’S COLLECTIVE FUNCTIONING AND THAT OF ITS COMMITTEES. THE METHODOLOGY AND CRITERIA EMPLOYED IN THIS EVALUATION PROCESS ARE ELABORATED IN THE CORPORATE GOVERNANCE REPORT ANNEXED HERETO. INDEPENDENT DIRECTORS ARE ROUTINELY APPRISED OF PREVAILING INDUSTRY AND MARKET TRENDS, OPERATIONAL AND PROCESS PERFORMANCE OF THE COMPANY’S MANUFACTURING FACILITIES THROUGH DETAILED PRESENTATIONS AND PERIODIC PLANT VISITS. ADDITIONALLY, THEY RECEIVE PERIODIC UPDATES ON THE EVOLVING LANDSCAPE OF CORPORATE GOVERNANCE, THEIR FIDUCIARY DUTIES, AND RELEVANT STATUTORY AND REGULATORY DEVELOPMENTS. DURING THE COURSE OF THE INDEPENDENT DIRECTORS’ MEETING HELD IN THE YEAR, A SPECIFIC EVALUATION OF THE CHAIRPERSON’S PERFORMANCE WAS UNDERTAKEN, CONSIDERING ASPECTS SUCH AS PROVIDING STRATEGIC GUIDANCE TO THE BOARD AND SAFEGUARDING ITS INDEPENDENCE. SIMILARLY, THE PERFORMANCE OF THE NONINDEPENDENT DIRECTORS WAS REVIEWED WITH REGARD TO THEIR CONTRIBUTION TOWARDS THE COMPANY’S GROWTH, STRATEGIC INITIATIVES, AND EFFECTIVENESS IN BOARD DELIBERATIONS. |