THE BOARD OF DIRECTORS HAS CONDUCTED ITS ANNUAL EVALUATION, ASSESSING THE PERFORMANCE OF THE BOARD, ITS COMMITTEES, AND INDIVIDUAL DIRECTORS IN ACCORDANCE WITH THE APPLICABLE PROVISIONS OF THE COMPANIES ACT AND THE CORPORATE GOVERNANCE REQUIREMENTS OUTLINED IN THE LISTING REGULATIONS, 2015. THIS EVALUATION ENSURES ADHERENCE TO REGULATORY STANDARDS WHILE FOSTERING CONTINUOUS IMPROVEMENT IN LEADERSHIP EFFECTIVENESS, DECISION-MAKING, AND CORPORATE GOVERNANCE PRACTICES. THE BOARD OF DIRECTORS OPERATES COHESIVELY, FOSTERING A COLLABORATIVE AND EFFICIENT DECISION-MAKING ENVIRONMENT. EACH COMMITTEE PERFORMS EFFECTIVELY WITHIN ITS DESIGNATED SCOPE, WITH THEIR RECOMMENDATIONS THOROUGHLY REVIEWED AND ACCEPTED BY THE BOARD. THE DIRECTORS BRING VALUABLE EXPERTISE AND EXPERIENCE, CONTRIBUTING SIGNIFICANTLY TO THE STRATEGIC DIRECTION OF THE COMPANY. INDEPENDENT DIRECTORS ARE HIGHLY REGARDED FOR THEIR DEEP UNDERSTANDING OF THE BUSINESS AND THEIR ABILITY TO EXPRESS THEIR VIEWS FREELY DURING DELIBERATIONS. NON- EXECUTIVE DIRECTORS EXCEL IN VARIOUS ASPECTS, ENSURING BALANCED PERSPECTIVES, WHILE EXECUTIVE DIRECTORS DEMONSTRATE STRONG ACTION-ORIENTATION AND EFFECTIVENESS IN IMPLEMENTING BOARD DECISIONS. THE CHAIRMAN PLAYS A PIVOTAL ROLE IN LEADING THE BOARD, ENCOURAGING ACTIVE PARTICIPATION AND MEANINGFUL CONTRIBUTIONS FROM ALL MEMBERS, THEREBY REINFORCING A DYNAMIC AND ENGAGED GOVERNANCE STRUCTURE. THE BOARD’S PERFORMANCE EVALUATION WAS CONDUCTED AFTER GATHERING INSIGHTS FROM ALL DIRECTORS PRESENT IN THE MEETING. THE ASSESSMENT WAS BASED ON KEY CRITERIA SUCH AS BOARD COMPOSITION AND STRUCTURE, THE EFFECTIVENESS OF BOARD PROCESSES, ACCESS TO INFORMATION, AND OVERALL FUNCTIONING. ADDITIONALLY, THE NOMINATION AND REMUNERATION COMMITTEE CARRIED OUT AN EVALUATION OF INDIVIDUAL DIRECTORS. THIS ASSESSMENT FOCUSED ON VARIOUS ASPECTS, INCLUDING THE DIRECTOR’S PREPAREDNESS FOR DISCUSSIONS, THEIR MEANINGFUL AND CONSTRUCTIVE CONTRIBUTIONS IN BOARD AND COMMITTEE MEETINGS, AND THEIR ABILITY TO PROVIDE VALUABLE INPUTS THAT ENHANCE DECISION-MAKING PROCESSES. THIS RIGOROUS EVALUATION ENSURES THAT GOVERNANCE STANDARDS REMAIN STRONG, FOSTERING ACCOUNTABILITY AND EFFECTIVENESS ACROSS ALL LEVELS OF LEADERSHIP. THE PERFORMANCE EVALUATION OF INDEPENDENT DIRECTORS WAS CONDUCTED BY THE ENTIRE BOARD. AS PART OF THIS PROCESS, A DEDICATED MEETING OF THE INDEPENDENT DIRECTORS FOR THE FY 2024–25, CHAIRED BY MR. PANNKAJ GHADIALI, WAS HELD ON 22ND MARCH, 2025. DURING THIS MEETING, THE INDEPENDENT DIRECTORS REVIEWED THE PERFORMANCE OF NON-INDEPENDENT DIRECTORS, THE BOARD AS A WHOLE, AND THE CHAIRMAN BASED ON KEY PARAMETERS OF EFFECTIVENESS. ADDITIONALLY, THEY ASSESSED THE QUALITY, QUANTITY, AND TIMELINESS OF INFORMATION FLOW BETWEEN MANAGEMENT AND THE BOARD, ENSURING TRANSPARENCY AND EFFICIENCY IN GOVERNANCE PRACTICES. THE FINDINGS FROM THIS DISCUSSION WERE FURTHER DELIBERATED IN THE SUBSEQUENT BOARD MEETING, WHERE THE OVERALL PERFORMANCE OF THE BOARD, ITS COMMITTEES, AND INDIVIDUAL DIRECTORS WAS EVALUATED. THE DIRECTORS EXPRESSED SATISFACTION WITH THE EVALUATION PROCESS, REAFFIRMING THE COMPANY’S COMMITMENT TO ROBUST CORPORATE GOVERNANCE AND CONTINUOUS IMPROVEMENT IN LEADERSHIP EFFECTIVENESS. |