IN ACCORDANCE WITH THE COMPANY'S CORPORATE GOVERNANCE GUIDELINES, AN ANNUAL PERFORMANCE EVALUATION WAS CONDUCTED TO ENHANCE THE EFFECTIVENESS OF THE BOARD AND ITS COMMITTEES FOR THE FY 2024-25. THIS EVALUATION WAS LED BY THE CHAIRMAN OF THE NOMINATION AND REMUNERATION COMMITTEE & THE LEAD INDEPENDENT DIRECTOR, AND WAS DONE IN PARTNERSHIP WITH AN EXTERNAL INDEPENDENT ADVISORY FIRM. THE EVALUATION FRAMEWORK ADHERED TO THE COMPANIES ACT, 2013, LISTING REGULATIONS, AND SEBI'S GUIDANCE NOTE ON BOARD EVALUATION ISSUED IN JANUARY 2017. IT ENCOMPASSED A COMPREHENSIVE ASSESSMENT OF THE BOARD, ITS COMMITTEES AND PEER EVALUATIONS OF ALL DIRECTORS. KEY EVALUATION CRITERIA, AMONG OTHERS, INCLUDED BOARD STRUCTURE AND COMPOSITION, BOARD MEETINGS AND INFORMATION FLOW, BOARD CULTURE AND RELATIONSHIPS, TALENT MANAGEMENT, SUCCESSION PLANNING, STRATEGIC PLANNING AND COMMITTEE FUNCTIONING. COMMITTEES WERE EVALUATED BASED ON THEIR CONTRIBUTION, MEETING FREQUENCY AND THEIR EFFECTIVENESS. DIRECTORS WERE ASSESSED ON THEIR PARTICIPATION, CONTRIBUTION, AND EXPERTISE IN GUIDING MANAGEMENT ON STRATEGY, GOVERNANCE, AND RISK. THE NOMINATION AND REMUNERATION COMMITTEE AND THE BOARD REVIEWED THE EVALUATION OUTCOMES IN APRIL 2025, NOTING HIGH RATINGS IN AREAS SUCH AS BOARD CULTURE, RELATIONSHIPS & DYNAMICS, MEETINGS, INFORMATION FLOW, AND COMPLIANCE. THIS REFLECTS A STRONG COMMITMENT TO INTEGRITY AND FULFILLING LEGAL AND FINANCIAL RESPONSIBILITIES. THE BOARD ALSO ACKNOWLEDGED THE ACTIONS TAKEN TO ENHANCE ITS EFFECTIVENESS BASED ON PRIOR FEEDBACK. MOVING FORWARD, THE BOARD WILL CONTINUE ITS DISCUSSIONS ON TOPICS OF PERFORMANCE AND STRATEGIC GROWTH WHILE MAINTAINING ITS ROBUST FOCUS ON COMPLIANCE AND GOVERNANCE. THE NOMINATION AND REMUNERATION COMMITTEE WILL CONTINUE TO PROACTIVELY INFORM THE BOARD ABOUT LEADERSHIP CHANGES, TALENT PIPELINES AND APPOINTMENT OF NEW BOARD MEMBERS. THIS APPROACH WILL ENSURE THAT THE BOARD REMAINS ALIGNED WITH YOUR COMPANY’S STRATEGIC OBJECTIVES AND RESPONSIVE TO EVOLVING MARKET DYNAMICS, ULTIMATELY DRIVING SUSTAINABLE GROWTH AND INNOVATION FOR THE COMPANY AND ITS SHAREHOLDERS. |