| DURING THE FINANCIAL YEAR, THE PERFORMANCE EVALUATION PROCESS WAS UNDERTAKEN INTERNALLY, BASED ON THE CRITERIA FORMULATED BY THE NOMINATION AND REMUNERATION COMMITTEE. THIS EVALUATION INCLUDED AN ASSESSMENT OF THE BOARD’S OWN PERFORMANCE AS WELL AS THE WORKING OF ITS COMMITTEES FOR FY 2023-24 IN COMPLIANCE WITH SECTION 134 OF THE COMPANIES ACT, 2013 AND REGULATION 17(10) OF THE SEBI LISTING REGULATIONS, 2015. THIS IS ACCORDING TO THE CRITERIA LAID DOWN BY THE NOMINATION AND REMUNERATION COMMITTEE, WHICH INCLUDES THE FOLLOWING: ? THE BOARD: COMPOSITION, AGENDA, DYNAMICS, STRATEGY, BUSINESS PERFORMANCE, SUCCESSION PLANNING, RISK MANAGEMENT, CONTINUOUS IMPROVEMENT, AMONG OTHERS. ? THE COMMITTEES: COMPOSITION, EFFECTIVENESS, STRUCTURE, MEETINGS, INDEPENDENCE OF THE COMMITTEE, CONTRIBUTION TO DECISION MAKING OF THE BOARD, AMONG OTHERS. ? INDIVIDUAL DIRECTORS (INCLUDING CHAIRPERSON, INDEPENDENT DIRECTORS, AND NON-INDEPENDENT DIRECTORS): LEADERSHIP, GOVERNANCE, COMMITMENT, CONTRIBUTION, EXPERIENCE, EXPERTISE, INDEPENDENCE, INTEGRITY, ATTENDANCE, RESPONSIBILITY, AMONG OTHERS. EACH DIRECTOR COMPLETED A QUESTIONNAIRE INVOLVING PEER EVALUATION AND FEEDBACK ON PROCESSES OF THE BOARD AND ITS COMMITTEES. THE CONTRIBUTION AND IMPACT OF INDIVIDUAL MEMBERS WERE EVALUATED ON SEVERAL CONSIDERATIONS, SUCH AS LEVEL OF ENGAGEMENT, INDEPENDENCE OF JUDGMENT, CONTRIBUTIONS TO ENHANCE THE BOARD’S OVERALL EFFECTIVENESS, ETC. FURTHERMORE, THE COMMITTEES WERE EVALUATED ON PARAMETERS SUCH AS EFFECTIVE DISCHARGE OF THEIR ROLES, RESPONSIBILITIES AND ADVICE GIVEN TO THE BOARD FOR DISCHARGING ITS FIDUCIARY RESPONSIBILITIES, INCLUDING ADEQUATE AND PERIODICAL UPDATES TO THE BOARD ON THE COMMITTEES’ FUNCTIONING. THE CHAIRPERSON OF THE NOMINATION AND REMUNERATION COMMITTEE ALSO CONDUCTED INTERVIEWS WITH INDIVIDUAL DIRECTORS TO UNDERSTAND THEIR CONCERNS, IF ANY, AND PROVIDE FEEDBACK ON THE PERFORMANCE OF THE BOARD, ITS COMMITTEES AND THE INDIVIDUAL DIRECTORS. THE FEEDBACK-CUM-ASSESSMENT OF INDIVIDUAL DIRECTORS, THE BOARD, AND ITS COMMITTEES, WAS DISCUSSED BY INDEPENDENT DIRECTORS AND THE BOARD FOR THE FY 2023-24 AND COLLECTIVE ACTION POINTS FOR IMPROVEMENT WERE PUT IN PLACE. THE DIRECTORS ACKNOWLEDGED THE PRODUCTIVE FUNCTIONING OF THE BOARD AND ITS COMMITTEES. THE EVALUATION REPORTS OF THE INDIVIDUAL COMMITTEES WERE PLACED AT THE RESPECTIVE COMMITTEE MEETINGS FOR VISIBILITY OF ALL MEMBERS TO THE ACTION POINTS AND OBSERVATIONS. THE BOARD IS ALSO COMMITTED TO REVIEWING THE PROGRESS ON THE PRIORITIES IDENTIFIED FOR THE YEAR UNDER REVIEW. THE DIRECTORS EXPRESSED THEIR SATISFACTION WITH THE EVALUATION PROCESS AND ENDORSED THAT IT HAD BEEN AN EFFECTIVE EXERCISE AND HELPED TO BRING OUT SPECIFIC AREAS OF IMPROVEMENT TO WORK ON IN THE YEARS TO COME. THE BOARD EVALUATION EXERCISE FOR FY24 INCLUDED AN OVERALL POSITIVE RATING FOR THE BOARD BUT IDENTIFIED OPPORTUNITIES FOR IMPROVEMENT IN TALENT, OPERATING MODEL, AND CULTURE. KEY ACTIONABLE STEPS INCLUDED ENHANCEMENTS TO THE SUCCESSION PLANNING EXERCISE, REFINING EVALUATION PROCESSES FOR THE KEY EXECUTIVES, FOCUSING BOARD MEETING DISCUSSIONS ON STRATEGY, CLARIFYING DIRECTION AND SUMMARIZING ACTIONS. FOR THE EXECUTIVE TEAM, KEY PRIORITIES INCLUDED DISCUSSING COMPETITIVE BENCHMARKS, BUSINESS MODEL TRANSFORMATION AND EMPHASIZING DISCUSSION OVER PRESENTATIONS. THESE MEASURES AIMED TO ENHANCE STRATEGIC ALIGNMENT AND OPERATIONAL EFFICIENCY. THE BOARD POSITIVELY ACKNOWLEDGED THE PROGRESS MADE TOWARDS IMPLEMENTING KEY RECOMMENDATIONS FROM THE FY23 EVALUATION EXERCISE. |