| A FORMAL EVALUATION OF THE PERFORMANCE OF THE BOARD, IT’S COMMITTEES, THE CHAIRMAN AND THE INDIVIDUAL DIRECTORS WAS CARRIED OUT FOR FY 2024-25. THE NOMINATION AND REMUNERATION COMMITTEE CONDUCTS A COMPREHENSIVE REVIEW OF THE EVALUATION FRAMEWORK BASED ON WHICH THE BOARD CARRIES OUT THE EVALUATION. THE EVALUATION PROCESS EMPLOYS STRUCTURED QUESTIONNAIRES COVERING VARIOUS ASPECTS FOR THE ASSESSMENT. THE EVALUATION CRITERIA FOR THE BOARD AND DIRECTORS INCLUDES AMONG OTHER FACTORS, COMPOSITION OF BOARD, BALANCE OF EXPERTISE, EXPERIENCE AND DIVERSITY, ENGAGEMENT IN STRATEGIC PLANNING PROCESS, BUSINESS PLANS, CAPITAL EXPENDITURE, PROACTIVENESS IN MONITORING BUSINESS CHALLENGES, CONSTRUCTIVE DISCUSSIONS ON BUSINESS MATTERS, ESTABLISHED ROBUST FRAMEWORKS FOR STATUTORY COMPLIANCE, RISK MANAGEMENT, & INTERNAL FINANCIAL CONTROLS. IN LINE WITH THE EMERGING TRENDS, THE BOARD OF DIRECTORS WERE ALSO EVALUATED ON THE PARAMETERS LIKE COMPANY’S PREPAREDNESS FOR FUTURE, ENVIRONMENT, SOCIAL AND GOVERNANCE, INFORMATION SECURITY AND CORPORATE SOCIAL RESPONSIBILITY. THE NON-EXECUTIVE DIRECTORS WERE EVALUATED ON VARIOUS FACTORS INCLUDING INTELLECTUAL INDEPENDENCE, UNDERSTANDING OF THE COMPANY’S VISION, MISSION, STRATEGIES, QUALITY OF THEIR CONTRIBUTIONS, THEIR RELIANCE ON FACTUAL INFORMATION AND AWARENESS WITH LATEST DEVELOPMENTS IN THE AREAS OF FINANCIAL REPORTING, TECHNOLOGY, INDUSTRY TRENDS, CONTRIBUTION IN CORPORATE GOVERNANCE PRACTICES, ETC. FURTHER, THE COMMITTEES WERE EVALUATED IN TERMS OF RECEIPT OF APPROPRIATE MATERIAL FOR AGENDA TOPICS IN ADVANCE WITH RIGHT INFORMATION AND INSIGHTS TO ENABLE THEM TO PERFORM THEIR DUTIES EFFECTIVELY, REVIEW OF COMMITTEE CHARTER, UPDATE TO THE BOARD ON KEY DEVELOPMENTS, MAJOR RECOMMENDATIONS & ACTION PLANS, STAKEHOLDER ENGAGEMENT, DEVOTING SUFFICIENT TIME & ATTENTION ON ITS KEY FOCUS AREAS WITH OPEN, IMPARTIAL & MEANINGFUL PARTICIPATION AND ADEQUATE DELIBERATIONS BEFORE APPROVING IMPORTANT TRANSACTIONS & DECISIONS. THE PERFORMANCE EVALUATION OF THE CHAIRMAN AND EXECUTIVE DIRECTOR WAS BASED ON VARIOUS CRITERIA, INTER ALIA, INCLUDING THEIR INTELLECTUAL INDEPENDENCE AND THE QUALITY OF THEIR CONTRIBUTIONS AND STANDARDS OF CONDUCT, THEIR ABILITY TO CONCENTRATE ON STRATEGIC MATTERS, ENGAGE CONSTRUCTIVELY WITH BOARD MEMBERS AND KEY STAKEHOLDERS AND COMPREHEND THE GOVERNANCE, REGULATORY, AND OVERSIGHT FUNCTIONS OF THE BOARD. THEY WERE ALSO EVALUATED ON THEIR CAPACITY TO BALANCE THE INTERESTS OF SHAREHOLDERS, CUSTOMERS, EMPLOYEES, AND OTHER STAKEHOLDERS, AS WELL AS THEIR UNDERSTANDING OF THE REGULATORY AND LEGISLATIVE LANDSCAPE. FURTHERMORE, THEIR JUDGEMENT IN HANDLING SENSITIVE ISSUES, SKILLS IN ANALYSING AND ADDRESSING UNCERTAINTIES, ADVERSITIES, AND CONFLICTS, WILLINGNESS TO PRESENT DIFFERING VIEWPOINTS AND COMMITMENT TO FULFILLING THEIR OBLIGATIONS AND FIDUCIARY RESPONSIBILITIES AS DIRECTORS WERE ALSO TAKEN INTO ACCOUNT.AS PART OF THE EVALUATION PROCESS, THE PERFORMANCE OF NON- INDEPENDENT DIRECTORS, THE CHAIRMAN AND THE BOARD WAS CONDUCTED BY THE INDEPENDENT DIRECTORS. THE PERFORMANCE EVALUATION OF THE RESPECTIVE COMMITTEES AND THAT OF INDEPENDENT AND NON-INDEPENDENT DIRECTORS WAS DONE BY THE BOARD EXCLUDING THE DIRECTOR BEING EVALUATED. THE ACTIONS EMERGING FROM THE BOARD EVALUATION PROCESS WERE COLLATED AND PRESENTED BEFORE THE NOMINATION AND REMUNERATION COMMITTEE AS WELL AS THE BOARD. THE BOARD POSSESSES NECESSARY SKILLS AND EXPERTISE INCLUDING A DIVERSE COMPOSITION AND EXHIBITS OVERALL EFFECTIVENESS. IT PRIORITISES ALL ESSENTIAL ASPECTS OF THE BUSINESS, CONCENTRATING ON STRATEGIC DISCUSSIONS AND EFFECTIVELY ENGAGES WITH MANAGEMENT IN ALL KEY AREAS. THE LEADERSHIP HAS IMMENSELY GAINED FROM ITS GUIDANCE. THE BOARD MEMBERS CONVEYED THEIR APPRECIATION FOR THE STRATEGY AND FAMILIARISATION PROGRAMS ORGANISED BY THE COMPANY DURING THE YEAR. |