THE ANNUAL EVALUATION PROCESS FOR THE BOARD OF DIRECTORS, COMMITTEES, AND INDIVIDUAL DIRECTORS WAS CONDUCTED IN ACCORDANCE WITH THE PROVISIONS OF THE COMPANIES ACT, 2013, AND THE CORPORATE GOVERNANCE REQUIREMENTS SPECIFIED BY THE SECURITIES AND EXCHANGE BOARD OF INDIA (SEBI) UNDER THE LISTING OBLIGATIONS AND DISCLOSURES REQUIREMENTS REGULATIONS, 2015. BOARD EVALUATIONS PLAY A CRUCIAL ROLE IN ENHANCING CORPORATE GOVERNANCE AND ENSURING EFFECTIVE BOARD PERFORMANCE. THESE EVALUATIONS ARE MANDATORY AND ENCOMPASS VARIOUS LEVELS, INCLUDING THE BOARD AS A WHOLE, COMMITTEES AND INDIVIDUAL DIRECTORS. PARAMETERS EVALUATED INCLUDE BOARD EFFECTIVENESS, DIRECTOR PERFORMANCE, COMMITTEE FUNCTIONING, ALIGNMENT WITH GOALS & VISION, AND COMPLIANCE WITH LEGAL AND REGULATORY REQUIREMENTS. TO ENSURE EFFECTIVE FUNCTIONING AND COMPLY WITH LEGAL REQUIREMENTS, THE PERFORMANCE EVALUATION OF THE BOARD AND ITS COMMITTEES AND DIRECTORS HAS BEEN CONDUCTED IN ACCORDANCE WITH THE REQUIREMENTS OF THE COMPANIES ACT OF 2013, RULES MADE THEREUNDER, AND SEBI (LISTING REGULATIONS AND DISCLOSURE REQUIREMENTS), 2015. THE BOARD OF DIRECTORS OF THE COMPANY HAS ADOPTED A FORMAL MECHANISM FOR EVALUATING ITS PERFORMANCE AS WELL AS THAT OF ITS COMMITTEES AND INDIVIDUAL DIRECTORS, INCLUDING THE CHAIRPERSON OF THE BOARD. THE EXERCISE WAS CARRIED OUT THROUGH A STRUCTURED EVALUATION PROCESS AND IT COVERS VARIOUS ASPECTS OF THE BOARD FUNCTIONING SUCH AS COMPOSITION OF THE BOARD AND ITS COMMITTEES, EXPERIENCE AND COMPETENCIES, PERFORMANCE OF SPECIFIC DUTIES AND OBLIGATIONS, CONTRIBUTION AT THE MEETINGS AND OTHERWISE, INDEPENDENT JUDGMENT, GOVERNANCE ISSUES, ETC.IN THE FY 2023-24, OUR BOARD CONDUCTED A THOROUGH REVIEW OF THE EVALUATION REPORT AND IS PLEASED TO REPORT A COMMENDABLE PERFORMANCE BY BOTH THE BOARD AND ITS COMMITTEES. THE COMMITTEES HAVE BEEN EFFECTIVE IN THEIR ROLES, ADHERING TO THEIR LEGAL MANDATES AND ENGAGING IN COMPREHENSIVE DISCUSSIONS ON SIGNIFICANT MATTERS. THE DIRECTORS HAVE BEEN NOTABLY PROACTIVE, CONTRIBUTING VALUABLE INSIGHTS THAT REFLECT THEIR HIGH LEVEL OF COMMITMENT TO THEIR ROLES. LOOKING AHEAD, THE BOARD RECOGNIZES THE IMPORTANCE OF STRATEGIC LEVERS IN SHAPING OUR FUTURE. WE ARE COMMITTED TO FOCUSING ON THESE AREAS, MONITORING PROGRESS CLOSELY, AND REFINING OUR APPROACH TO STRATEGIC EXECUTION. THIS FOCUS ALIGNS WITH OUR GOAL TO ENHANCE SHAREHOLDER VALUE AND POSITION OUR COMPANY FOR LONG-TERM GROWTH AND STABILITY. THE PROGRESS ON RECOMMENDATIONS FROM THE PREVIOUS YEAR’S PERFORMANCE EVALUATION WAS DISCUSSED AND REVIEWED. BASED ON THAT, THE BOARD HAS TAKEN THE FOLLOWING STEPS: A. THE MANAGING DIRECTOR, IN CONSULTATION WITH THE CHAIRPERSON, CONVENES A DEDICATED BOARD MEETING FOR STRATEGIC PLANNING. DURING THIS MEETING, THE BOARD FOCUSED ON IDENTIFYING CUSTOMERS AND COMPETITORS, EVALUATING THE IMPORTANCE OF COMPOSITE STORES IN V-MART’S FUTURE STRATEGY, EXAMINING CHALLENGES AND OPPORTUNITIES IN ONLINE AND OMNI-CHANNEL RETAIL, BALANCING ATTENTION BETWEEN THE EXISTING BUSINESS MODEL AND EXPLORING OMNI-CHANNEL OPPORTUNITIES, ESTABLISHING BRAND POSITIONING, AND ANALYZING THE GROWING TREND OF PRE-LOVED GARMENTS. B. IN A SIGNIFICANT MOVE TO STRENGTHEN ITS CORPORATE GOVERNANCE, THE COMPANY HAS RECENTLY EXPANDED ITS BOARD OF DIRECTORS WITH THE APPOINTMENT OF TWO NEW INDEPENDENT DIRECTORS. THESE SEASONED PROFESSIONALS BRING A WEALTH OF DIVERSE EXPERIENCE AND EXPERTISE, WHICH IS EXPECTED TO PROVIDE FRESH PERSPECTIVES AND CONTRIBUTE TO THE STRATEGIC DECISION-MAKING PROCESS. THEIR APPOINTMENT ALIGNS WITH THE COMPANY'S COMMITMENT TO UPHOLDING THE HIGHEST STANDARDS OF CORPORATE GOVERNANCE AND ACCOUNTABILITY. WITH THE GUIDANCE OF A ROBUST BOARD, THE COMPANY IS POISED TO NAVIGATE THE COMPLEX BUSINESS LANDSCAPE MORE EFFECTIVELY AND DRIVE SUSTAINABLE GROWTH. |