PURSUANT TO THE PROVISIONS OF SECTION 178 OF THE ACT AND THE LISTING REGULATIONS, THE NOMINATION AND REMUNERATION COMMITTEE HAS LAID DOWN THE CRITERIA FOR PERFORMANCE EVALUATION ON THE BASIS OF WHICH THE BOARD HAS CARRIED OUT EVALUATION OF ITS OWN PERFORMANCE, THE PERFORMANCE OF BOARD COMMITTEES AND OF THE DIRECTORS INDIVIDUALLY. THE INDEPENDENT DIRECTORS OF THE COMPANY, AT THEIR SEPARATE MEETING HELD ON MARCH 22, 2024, HAVE REVIEWED THE PERFORMANCE OF NON-INDEPENDENT DIRECTORS, THE BOARD AS A WHOLE AND ALSO THE PERFORMANCE OF THE CHAIRPERSON OF THE COMPANY, TAKING INTO ACCOUNT THE VIEWS OF EXECUTIVE DIRECTORS AND NON-EXECUTIVE DIRECTORS. AN INDEPENDENT EXTERNAL FACILITATOR WAS ENGAGED TO CONDUCT THE EVALUATION. THE REVIEW OF PERFORMANCE OF NON-INDEPENDENT DIRECTORS WAS DONE, ON VARIOUS PARAMETERS, SUCH AS SKILL, COMPETENCE, EXPERIENCE, DEGREE OF ENGAGEMENT, IDEAS & PLANNING, LEADERSHIP QUALITIES, ATTENDANCE AT MEETINGS ETC. THE BOARD’S PERFORMANCE WAS REVIEWED ON VARIOUS PARAMETERS, SUCH AS ADEQUACY OF THE COMPOSITION OF THE BOARD, BOARD CULTURE, EFFECTIVENESS OF THE BOARD’S PROCESS, INFORMATION AND FUNCTIONING, APPROPRIATENESS OF QUALIFICATION & EXPERTISE OF BOARD MEMBERS, INTER-PERSONAL SKILLS, ABILITY TO ACT PROACTIVELY, MANAGING CONFLICTS AND CRISIS SITUATIONS, ROLES AND RESPONSIBILITIES OF BOARD MEMBERS, APPROPRIATE UTILIZATION OF TALENTS ETC. THE EVALUATION OF PERFORMANCE OF THE CHAIRPERSON OF THE COMPANY WAS CONDUCTED ON VARIOUS PARAMETERS, SUCH AS LEADERSHIP QUALITY, STRATEGIC PERSPECTIVE, CAPABILITY, AVAILABILITY, CLARITY OF UNDERSTANDING, ABILITY TO ENCOURAGE DELIBERATIONS, DEGREE OF CONTRIBUTION, ETC. THE NOMINATION AND REMUNERATION COMMITTEE OF THE BOARD, BASED ON THE REPORT OF THE INDEPENDENT DIRECTORS, EVALUATED THE PERFORMANCE OF THE NON-INDEPENDENT DIRECTORS. THE SAID COMMITTEE MEMBERS ALSO EVALUATED THE PERFORMANCE OF THE INDEPENDENT DIRECTORS OF THE COMPANY, BASED ON THE REPORTS OF THE EXECUTIVE DIRECTORS, CONSIDERING THEIR REQUISITE SKILLS, COMPETENCE, EXPERIENCE, KNOWLEDGE OF THE REGULATORY REQUIREMENTS ETC. THE BOARD OF DIRECTORS OF THE COMPANY, BASED ON THE REPORT OF THE INDEPENDENT DIRECTORS AND THE NOMINATION AND REMUNERATION COMMITTEE, EVALUATED ITS OWN PERFORMANCE, THE PERFORMANCE OF BOARD COMMITTEES AND OF THE DIRECTORS INDIVIDUALLY, AFTER SEEKING INPUTS FROM ALL THE DIRECTORS. PERFORMANCE EVALUATION OF INDEPENDENT DIRECTORS WAS DONE BY THE ENTIRE BOARD, EXCLUDING THE INDEPENDENT DIRECTOR BEING EVALUATED. THE PERFORMANCE OF THE BOARD WAS EVALUATED ON VARIOUS PARAMETERS, SUCH AS THE BOARD COMPOSITION AND STRUCTURE, EFFECTIVENESS OF BOARD PROCESSES, INFORMATION AND FUNCTIONING, ETC. FURTHER THE PERFORMANCE OF ITS COMMITTEES WERE EVALUATED ON PARAMETERS, SUCH AS COMPOSITION OF COMMITTEES, ADEQUACY OF MEETINGS IN ENHANCING THE EFFECTIVENESS OF THE COMMITTEE, EXISTENCE OF A DEFINED SET OF OBJECTIVES/ TERMS OF REFERENCE, ETC. THE BOARD EXPRESSED SATISFACTION ON THE OVERALL FUNCTIONING OF THE BOARD AND ITS COMMITTEES. |