PURSUANT TO SECTION 178 OF THE ACT, THE NRC AND THE BOARD HAS DECIDED THAT THE EVALUATION SHALL BE CARRIED OUT BY THE BOARD ONLY AND THE NRC WILL ONLY REVIEW ITS IMPLEMENTATION AND COMPLIANCE. FURTHER, AS PER SCHEDULE IV OF THE ACT AND PROVISIONS OF THE SEBI LISTING REGULATIONS, THE PERFORMANCE EVALUATION OF INDEPENDENT DIRECTORS SHALL BE DONE BY THE ENTIRE BOARD EXCLUDING THE DIRECTORS BEING EVALUATED, ON THE BASIS OF PERFORMANCE AND FULFILMENT OF CRITERIA OF INDEPENDENCE AND THEIR INDEPENDENCE FROM MANAGEMENT. ON THE BASIS OF THE REPORT ON PERFORMANCE EVALUATION, IT SHALL BE DETERMINED WHETHER TO EXTEND OR CONTINUE THE TERM OF APPOINTMENT OF INDEPENDENT DIRECTOR. ACCORDINGLY, THE BOARD HAS CARRIED OUT AN ANNUAL PERFORMANCE EVALUATION OF ITS OWN PERFORMANCE, THAT OF ITS COMMITTEES, CHAIRPERSON AND INDIVIDUAL DIRECTORS.THE MANNER IN WHICH FORMAL ANNUAL EVALUATION OF PERFORMANCE WAS CARRIED OUT BY THE BOARD FOR THE YEAR 2024- 25 IS GIVEN BELOW: • THE NRC AT ITS MEETING HELD ON 27 JANUARY 2025, REVIEWED AND REVISED THE CRITERIA FOR PERFORMANCE EVALUATION OF INDEPENDENT DIRECTORS, TAKING INTO CONSIDERATION EMERGING AREAS OF BOARD DELIBERATIONS, THE EVOLVING REGULATORY LANDSCAPE, AND BEST GOVERNANCE PRACTICES.• BASED ON THE SAID CRITERIA, A QUESTIONNAIRE-CUM-RATING SHEET WAS DEPLOYED USING AN IT PLATFORM FOR SEEKING FEEDBACK OF THE DIRECTORS WITH REGARDS TO THE PERFORMANCE OF THE BOARD, ITS COMMITTEES, THE CHAIRPERSON, AND INDIVIDUAL DIRECTORS. AS ADVISED BY THE NRC AND BOARD, AN OPTION TO OFFER A VOLUNTARY FEEDBACK TO THE BOARD, COMMITTEES AND DIRECTORS WAS PROVIDED. • FROM THE INDIVIDUAL RATINGS RECEIVED FROM THE DIRECTORS, A REPORT ON SUMMARY OF RATINGS IN RESPECT OF PERFORMANCE EVALUATION OF THE BOARD, ITS COMMITTEES, CHAIRPERSON, AND INDIVIDUAL DIRECTORS FOR THE YEAR 2024-25 AND A CONSOLIDATED REPORT THEREOF WERE ARRIVED AT. • THE REPORT OF PERFORMANCE EVALUATION SO ARRIVED AT WAS THEN DISCUSSED AND NOTED BY THE BOARD AT ITS MEETING HELD ON 20 MARCH 2025. • THE NRC REVIEWED THE IMPLEMENTATION AND COMPLIANCE OF THE PERFORMANCE EVALUATION AT ITS MEETING HELD ON 20 MARCH 2025. • BASED ON THE REPORT AND EVALUATION, THE BOARD AND NRC AT THEIR RESPECTIVE MEETINGS HELD ON 20 MARCH 2025, DETERMINED THAT THE APPOINTMENT OF ALL INDEPENDENT DIRECTORS MAY CONTINUE. • DETAILS ON THE EVALUATION OF THE BOARD, NON-INDEPENDENT DIRECTORS, AND CHAIRPERSON OF THE COMPANY AS CARRIED OUT BY THE INDEPENDENT DIRECTORS AT THEIR SEPARATE MEETING HELD ON 20 MARCH 2025 HAVE BEEN FURNISHED IN A SEPARATE PARAGRAPH ELSEWHERE IN THIS REPORT. • DURING FY2025, THE PROCESS FOLLOWED BY THE COMPANY WAS REVIEWED BY THE NRC, WHICH OPINED THESE TO BE IN COMPLIANT WITH APPLICABLE PROVISIONS AND FOUND IT TO BE SATISFACTORY. OTHER THAN CHAIRPERSON OF THE BOARD AND NRC, NO OTHER DIRECTOR HAS ACCESS TO THE INDIVIDUAL RATINGS GIVEN BY DIRECTORS. |