THE BOARD EVALUATED THE EFFECTIVENESS OF ITS FUNCTIONING, OF THE COMMITTEES AND OF INDIVIDUAL DIRECTORS, PURSUANT TO THE PROVISIONS OF THE ACT AND THE SEBI LISTING REGULATIONS. BASED ON THE GUIDANCE NOTE ON BOARD EVALUATION ISSUED BY THE SECURITIES AND EXCHANGE BOARD OF INDIA ON JANUARY 5, 2017, THE BOARD EVALUATION WAS CARRIED OUT ON FOLLOWING PARAMETERS, NAMELY: COMPOSITION AND CALIBER OF THE BOARD STRATEGIC DIRECTION AND PERFORMANCE APPRAISAL COMPREHENSION OF BUSINESS OPERATIONS, RISK MANAGEMENT, PROCESSES, AND PROTOCOLS VALUE CREATION FOR STAKEHOLDERS AND COMMITMENT TO RESPONSIBILITIES SUPERVISION OF FINANCIAL REPORTING, INTERNAL CONTROLS, AND AUDITING FUNCTIONS ETHICAL STANDARDS, COMPLIANCE, AND OVERSIGHT ACTIVITIES THE BOARD EVALUATION PROCESS FOR THE FINANCIAL YEAR 2023- 24 WAS CONDUCTED IN A SYSTEMATIC AND COMPREHENSIVE MANNER. A STRUCTURED QUESTIONNAIRE COVERING VARIOUS ASPECTS OF THE BOARD’S FUNCTIONING, SUCH AS BOARD COMPOSITION AND DYNAMICS, BOARD OVERSIGHT AND GOVERNANCE, BOARD STRATEGY AND PERFORMANCE, BOARD DEVELOPMENT AND CULTURE, ETC., WAS CIRCULATED TO ALL THE DIRECTORS AND FEEDBACK WAS SOUGHT ON THE SAME. FURTHER, THE CHAIRMAN OF THE NRC HAD ONE-ON-ONE MEETINGS WITH THE INDEPENDENT DIRECTORS (IDS), THE EXECUTIVE AND NON- EXECUTIVE DIRECTORS. THESE MEETINGS WERE INTENDED TO OBTAIN DIRECTORS’ INPUTS ON THE EFFECTIVENESS OF THE BOARD/ COMMITTEE PROCESSES. DURING A SEPARATE MEETING OF THE INDEPENDENT DIRECTORS ON MAY 2, 2024, A COMPREHENSIVE EVALUATION WAS CONDUCTED ON THE PERFORMANCE OF THE NON-INDEPENDENT DIRECTORS, THE BOARD AS A WHOLE, AND THE CHAIRMAN, INCORPORATING FEEDBACK FROM THE EXECUTIVE DIRECTORS AND OTHER NON-EXECUTIVE DIRECTORS. THE NRC ALSO ASSESSED THE PERFORMANCE OF INDIVIDUAL DIRECTORS AND THE BOARD COLLECTIVELY. IN THE SUBSEQUENT BOARD MEETING, WHICH FOLLOWED THE INDEPENDENT DIRECTORS’ MEETING AND THE NRC MEETING, THE PERFORMANCE OF THE BOARD, ITS COMMITTEES, AND INDIVIDUAL DIRECTORS, INCLUDING THE CHAIRMAN, WAS THOROUGHLY DISCUSSED. THE BOARD EVALUATION FOR THE YEAR 2023-24 WAS COMPLETED, WITH KEY FINDINGS AND RECOMMENDATIONS NOTED FOR ONGOING IMPROVEMENT. |