| THE BOARD EVALUATION IS AN ESSENTIAL PART OF THE COMPANY’S COMMITMENT TO GOOD CORPORATE GOVERNANCE. BY CONDUCTING AN ANNUAL EVALUATION OF ITS BOARD, COMMITTEES, AND INDIVIDUAL MEMBERS, THE COMPANY DEMONSTRATES ITS COMMITMENT TO TRANSPARENCY, ACCOUNTABILITY, AND EFFECTIVE GOVERNANCE. IT ENABLES THE BOARD TO IDENTIFY AREAS WHERE IT CAN IMPROVE ITS PERFORMANCE AND ENSURES THAT THE COMPANY’S GOVERNANCE PRACTICES REMAIN IN LINE WITH BEST PRACTICES. THE COMPANY’S CORPORATE GOVERNANCE GUIDELINES REQUIRE AN ANNUAL EVALUATION OF ALL BOARD MEMBERS AND THE FUNCTIONING OF THE BOARD AND ITS MANDATORY COMMITTEES. THESE MANDATORY COMMITTEES INCLUDES THE AUDIT COMMITTEE, NOMINATION AND REMUNERATION COMMITTEE, STAKEHOLDERS RELATIONSHIP COMMITTEE, CORPORATE SOCIAL RESPONSIBILITY & SUSTAINABILITY COMMITTEE, AND RISK MANAGEMENT COMMITTEE. THE PURPOSE OF THE EVALUATION IS TO ASSESS THE PERFORMANCE OF THE BOARD, AND ITS COMMITTEES AND IDENTIFY AREAS FOR IMPROVEMENT. DURING FY 2024, THE BOARD, ITS COMMITTEES, AND INDIVIDUAL DIRECTORS, INCLUDING THE CHAIRMAN, UNDERWENT A COMPREHENSIVE PERFORMANCE EVALUATION. PROCESS OF EVALUATION TO EVALUATE THE PERFORMANCE OF THE BOARD, ITS COMMITTEES, AND INDIVIDUAL DIRECTORS, THE NOMINATION AND REMUNERATION COMMITTEE LED AN INTERNAL EVALUATION PROCESS IN ACCORDANCE WITH THE ACT, LISTING REGULATIONS, AND THE CORPORATE GOVERNANCE GUIDELINES OF THE COMPANY. TO FACILITATE THE EVALUATION PROCESS, QUESTIONNAIRE WAS DEVELOPED BASED ON THE GUIDANCE NOTE ON BOARD EVALUATION ISSUED BY THE SECURITIES AND EXCHANGE BOARD OF INDIA (SEBI) ON JANUARY 5, 2017, AND SENT TO ALL DIRECTORS TO SOLICIT FEEDBACK ON THE FUNCTIONING OF THE BOARD AND THE COMMITTEES OF WHICH THEY WERE A MEMBER OR CHAIRPERSON AS WELL AS SELF-ASSESSMENT BY INDIVIDUAL DIRECTORS INCLUDING CHAIRPERSON. TO ENSURE CONFIDENTIALITY, THE EVALUATION PROCESS WAS UNDERTAKEN THROUGH A BOARD APPLICATION FOR EVALUATION, MANAGED BY AN INDEPENDENT AGENCY. THE RESPONSES RECEIVED FROM THE BOARD MEMBERS WERE COMPILED AND A CONSOLIDATED REPORT WAS SUBMITTED TO THE CHAIRMAN OF THE NRC AND THE CHAIRMAN OF THE BOARD. THE CONSOLIDATED RESPONSES WERE ALSO PRESENTED AT A MEETING OF THE INDEPENDENT DIRECTORS, THE NOMINATION AND REMUNERATION COMMITTEE, AND THE BOARD FOR EVALUATION. THE BOARD AND THE NRC REVIEWED THE PERFORMANCE OF INDIVIDUAL DIRECTORS BASED ON CRITERIA SUCH AS THE CONTRIBUTION OF THE INDIVIDUAL DIRECTOR TO THE BOARD AND COMMITTEE MEETINGS INCLUDING PREPAREDNESS ON THE ISSUES TO BE DISCUSSED, MEANINGFUL AND CONSTRUCTIVE CONTRIBUTIONS AND INPUTS IN MEETINGS, ETC. IN A SEPARATE MEETING OF INDEPENDENT DIRECTORS, THE PERFORMANCE OF NON-INDEPENDENT DIRECTORS AND THE BOARD AS A WHOLE, AND THE CHAIRMAN OF THE COMPANY WAS EVALUATED TAKING INTO ACCOUNT THE VIEWS OF EXECUTIVE DIRECTORS AND NON-EXECUTIVE DIRECTORS. AT SUCH MEETING, THE INDEPENDENT DIRECTORS ALSO ASSESSED THE QUALITY, QUANTITY, AND TIMELINESS OF THE FLOW OF INFORMATION BETWEEN THE COMPANY MANAGEMENT AND THE BOARD THAT WAS NECESSARY FOR THE BOARD TO EFFECTIVELY AND REASONABLY PERFORM THEIR DUTIES. THEY EXPRESSED THEIR SATISFACTION OVER THE SAME.THE ABOVE EVALUATIONS WERE THEN DISCUSSED AT THE BOARD MEETING THAT FOLLOWED THE MEETING OF THE INDEPENDENT DIRECTORS AND THE NRC, AT WHICH THE PERFORMANCE OF THE BOARD, ITS COMMITTEES, AND INDIVIDUAL DIRECTORS WAS ALSO DISCUSSED. THE PERFORMANCE EVALUATION OF INDEPENDENT DIRECTORS WAS DONE BY THE ENTIRE BOARD, EXCLUDING THE INDEPENDENT DIRECTOR BEING EVALUATED. |