| THE NOMINATION & REMUNERATION POLICY ADOPTED BY THE BOARD OF DIRECTORS PROVIDES FOR CARRYING OUT AN ANNUAL EVALUATION OF THE PERFORMANCE OF THE BOARD AS A WHOLE, ITS COMMITTEES, AND INDIVIDUAL DIRECTORS INCLUDING THE CHAIRPERSON OF THE BOARD. DURING THE FINANCIAL YEAR, THE BOARD OF DIRECTORS HAS CARRIED OUT AN ANNUAL EVALUATION OF ITS OWN PERFORMANCE, BOARD COMMITTEES AND INDIVIDUAL DIRECTORS PURSUANT TO THE PROVISIONS OF THE COMPANIES ACT, 2013 AND THE SEBI LISTING REGULATIONS. THE EVALUATION PROCESS FOCUSED ON VARIOUS ASPECTS OF THE BOARD AND COMMITTEES’ FUNCTIONING SUCH AS COMPOSITION OF THE BOARD AND ITS COMMITTEES, EXPERIENCE AND COMPETENCIES, PERFORMANCE OF SPECIFIC DUTIES, OBLIGATIONS AND GOVERNANCE ISSUES. A SEPARATE EXERCISE WAS CARRIED OUT TO EVALUATE THE PERFORMANCE OF INDIVIDUAL DIRECTORS ON PARAMETERS SUCH AS ATTENDANCE, CONTRIBUTION AND EXERCISE OF INDEPENDENT JUDGEMENT. THE PROCESS FOR BOARD EVALUATION IS INCLUSIVE OF THE FOLLOWING: ? THE BOARD EVALUATES THE PERFORMANCE OF THE INDEPENDENT DIRECTORS EXCLUDING THE DIRECTOR BEING EVALUATED; ? THE NOMINATION & REMUNERATION COMMITTEE EVALUATES THE PERFORMANCE OF EACH DIRECTOR; ? THE INDEPENDENT DIRECTORS EVALUATE THE PERFORMANCE OF THE NON INDEPENDENT DIRECTORS INCLUDING THE CHAIRPERSON OF THE COMPANY TAKING INTO ACCOUNT THE VIEWS OF THE EXECUTIVE AND NON-EXECUTIVE DIRECTORS AND THE BOARD AS A WHOLE; ? PERFORMANCES OF THE COMMITTEES OF THE BOARD ARE ALSO EVALUATED. THE PERFORMANCE OF THE BOARD WAS EVALUATED BY THE BOARD ITSELF AFTER SEEKING INPUTS FROM ALL THE DIRECTORS, ON THE BASIS OF CRITERIA SUCH AS THE COMPOSITION AND STRUCTURE OF THE BOARD, EFFECTIVENESS OF BOARD PROCESSES, AVAILABILITY AND QUALITY OF INFORMATION AND OVERALL FUNCTIONING, ETC. SIMILARLY, THE PERFORMANCE OF THE COMMITTEES WAS EVALUATED BY THE BOARD AFTER SEEKING INPUTS FROM THE COMMITTEE MEMBERS ON THE BASIS OF CRITERIA SUCH AS THE COMPOSITION OF COMMITTEES, EFFECTIVENESS OF COMMITTEE MEETINGS, ETC. THE ABOVE CRITERIA ARE BROADLY BASED ON THE GUIDANCE NOTE ON BOARD EVALUATION ISSUED BY THE SECURITIES AND EXCHANGE BOARD OF INDIA ON JANUARY 5, 2017. THE INDEPENDENT DIRECTORS MET ON FEBRUARY 14, 2025 TO REVIEW PERFORMANCE EVALUATION OF NON- INDEPENDENT DIRECTORS AND THE BOARD AS A WHOLE AND ALSO OF THE CHAIRPERSON OF THE COMPANY, TAKING INTO ACCOUNT THE VIEWS OF EXECUTIVE DIRECTORS AND NON-EXECUTIVE DIRECTORS. THE BOARD AND THE NOMINATION AND REMUNERATION COMMITTEE REVIEWED THE PERFORMANCE OF INDIVIDUAL DIRECTORS ON THE BASIS OF CRITERIA SUCH AS THE CONTRIBUTION OF THE INDIVIDUAL DIRECTOR TO THE BOARD AND COMMITTEE MEETINGS LIKE PREPAREDNESS ON THE ISSUES TO BE DISCUSSED, MEANINGFUL AND CONSTRUCTIVE CONTRIBUTION AND INPUTS IN MEETINGS, ETC. AT THE BOARD MEETING SUBSEQUENT TO THE MEETINGS OF THE INDEPENDENT DIRECTORS AND THE NOMINATION AND REMUNERATION COMMITTEE, THE PERFORMANCE OF THE BOARD, ITS COMMITTEES, AND INDIVIDUAL DIRECTORS WAS DISCUSSED IN DETAIL. PERFORMANCE EVALUATION OF INDEPENDENT DIRECTORS WAS DONE BY THE ENTIRE BOARD, EXCLUDING THE INDEPENDENT DIRECTOR BEING EVALUATED. BASED ON THE OUTCOME OF THE EVALUATION, THE BOARD AND ITS COMMITTEES HAVE AGREED ON VARIOUS ACTION POINTS, WHICH WOULD RESULT IN THE BOARD, ITS COMMITTEES AND EACH DIRECTOR PLAYING MORE MEANINGFUL ROLES TO INCREASE SHAREHOLDER VALUE. |