| A FORMAL ASSESSMENT OF THE PERFORMANCE OF THE BOARD, ITS COMMITTEES, THE CHAIRPERSON, AND INDIVIDUAL DIRECTORS WAS CONDUCTED FOR THE FINANCIAL YEAR 2024-25. THIS EVALUATION, OVERSEEN BY THE NOMINATION AND REMUNERATION COMMITTEE, WAS CARRIED OUT USING STRUCTURED QUESTIONNAIRES. THE PERFORMANCE OF THE BOARD WAS EVALUATED BY THE INDEPENDENT DIRECTORS ON THE PARAMETERS SUCH AS ITS DIVERSITY, EXPERIENCE, INDUSTRY KNOWLEDGE, COMPETENCIES, APPLICATION OF PROFESSIONAL SKILLS, PROCESS OF APPOINTMENT AND SUCCESSION PLANNING, AVAILABILITY OF QUALITY INFORMATION IN TIMELY MANNER, ATTENDANCE AND PARTICIPATIONS AT THE MEETINGS, INDEPENDENT VIEWS AND JUDGMENT ON AGENDA ITEMS, PARTICIPATION ON STRATEGIC DECISIONS AND MAJOR PLANS OF ACTION, GOVERNANCE STRUCTURE ETC. INDEPENDENT DIRECTORS WERE ADDITIONALLY EVALUATED FOR THEIR PERFORMANCE AND FULFILMENT OF CRITERIA OF INDEPENDENCE AND NON-INFLUENCE FROM THE MANAGEMENT THE COMMITTEES WERE ASSESSED BASED ON THE TIMELY RECEIPT OF RELEVANT MATERIALS FOR AGENDA TOPICS, ENSURING THEY HAD THE NECESSARY INFORMATION AND INSIGHTS TO FULFILL THEIR RESPONSIBILITIES EFFECTIVELY. THE EVALUATION ALSO COVERED APPROPRIATENESS OF COMMITTEE COMPOSITION, INDEPENDENCE AND CONTRIBUTION OF THE COMMITTEE, MEANINGFUL PARTICIPATION ETC. AS PART OF THE EVALUATION PROCESS, THE PERFORMANCE OF NON- INDEPENDENT DIRECTORS, THE CHAIRPERSON AND THE BOARD (INCLUDING ITS COMMITTEE) WAS CONDUCTED BY THE INDEPENDENT DIRECTORS. THE PERFORMANCE EVALUATION OF THE RESPECTIVE INDEPENDENT AND NON-INDEPENDENT DIRECTORS WAS ALSO DONE BY THE BOARD EXCLUDING THE DIRECTOR BEING EVALUATED. A REPORT ON EVALUATION WAS PRESENTED TO THE NOMINATION & REMUNERATION COMMITTEE AND THE BOARD, WHERE BOTH THE COMMITTEE AND THE BOARD WERE SATISFIED WITH THE EVALUATION PROCESS, WHICH REFLECTED THE OVERALL ENGAGEMENT OF THE BOARD AND ITS COMMITTEES WITH THE COMPANY. THE DIRECTORS OF THE COMPANY ALSO EXPRESSED THEIR SATISFACTION TOWARDS THE PROCESS FOLLOWED BY THE COMPANY FOR EVALUATING THE PERFORMANCE OF THE DIRECTORS, BOARD AS A WHOLE INCLUDING CHAIRPERSON AND ITS COMMITTEES. THE COMPANY ENSURES THAT INDEPENDENT DIRECTORS ARE WELLACQUAINTED WITH ITS OPERATIONS, ROLES, RIGHTS, AND RESPONSIBILITIES, AS WELL AS THE INDUSTRY IN WHICH THE COMPANY OPERATES AND OTHER PERTINENT ASPECTS. THUS, FAMILIARISATION PROCESS CONDUCTED THROUGH REGULAR MEETINGS, WHERE INDEPENDENT DIRECTORS WERE BRIEFED ON THE COMPANY’S OPERATIONS, MARKET CONDITIONS, GOVERNANCE, INTERNAL CONTROL PROCESSES, BUSINESS STRATEGIES, SIGNIFICANT DEVELOPMENTS AND NEW INITIATIVES. ALSO, THE COMPANY SECRETARY APPRISED TO THE BOARD ON VARIOUS REGULATORY CHANGES AND ITS IMPACT ON THE COMPANY. NECESSARY AMENDMENTS ARE MADE BASED ON GUIDANCE RECEIVED BY THE DIRECTORS. APART FROM REGULATORY UPDATES, THE BOARD PROVIDES ITS DIRECTION ON CERTAIN MEASURES, WHICH WERE IMPLEMENTED BY THE COMPANY AND OUTCOME OF THE RECOMMENDATIONS SUBMITTED TO THE BOARD AND ITS RESPECTIVE COMMITTEE. |