PERFORMANCE EVALUATION IS INTEGRAL TO ENHANCING THE EFFECTIVENESS OF THE BOARD AND ITS DIRECTORS, OFFERING BENEFITS TO BOTH INDIVIDUALS AND THE COMPANY AS A WHOLE. IN ACCORDANCE WITH THE PROVISIONS OF THE ACT AND SEBI LISTING REGULATIONS, AS WELL AS THE GUIDANCE NOTE ON BOARD EVALUATION ISSUED BY SEBI, THE BOARD OF DIRECTORS CONDUCTED AN ANNUAL PERFORMANCE EVALUATION OF THE PERFORMANCE OF BOARD AS A WHOLE, ITS COMMITTEES, INDIVIDUAL DIRECTORS AND CHAIRMAN OF THE BOARD. THE EVALUATION OF THE BOARD ENCOMPASSED CRITERIA SUCH AS THE COMPOSITION AND ROLE OF THE BOARD, COMMUNICATION AND RELATIONSHIPS WITHIN THE BOARD, FUNCTIONING OF BOARD COMMITTEES AND PROCESSES, CONDUCT OF MEETINGS, REVIEW OF EXECUTIVE DIRECTORS’ PERFORMANCE, CONTRIBUTION OF BOARD MEMBERS TO CORPORATE GOVERNANCE, SUCCESSION PLANNING, AND STRATEGIC INITIATIVES. SIMILARLY, THE EVALUATION OF COMMITTEES FOCUSED ON THEIR INDEPENDENCE, CONDUCT OF MEETINGS, FREQUENCY AND QUALITY OF DISCUSSIONS, EFFECTIVENESS IN PROVIDING RECOMMENDATIONS TO THE BOARD, AND CONTRIBUTIONS TOWARDS GOVERNANCE AND STRATEGIC DIRECTION. INDIVIDUAL DIRECTORS WERE EVALUATED BASED ON THEIR PARTICIPATION AND CONTRIBUTIONS IN BOARD AND COMMITTEE MEETINGS, REPRESENTATION OF SHAREHOLDER INTERESTS, ENHANCEMENT OF SHAREHOLDER VALUE, EXPERTISE IN PROVIDING STRATEGIC GUIDANCE, RISK OVERSIGHT, AND UNDERSTANDING OF THE COMPANY’S BUSINESS STRATEGY. THE PERFORMANCE OF CHAIRMAN OF THE COMPANY AND MANAGING DIRECTOR WAS ALSO EVALUATED AT THE ADDITIONAL PARAMETERS LIKE COMPETENCE, EFFECTIVE LEADERSHIP AND ABILITY TO STEER THE MEETINGS QUESTIONNAIRE FORMS WERE CIRCULATED TO ALL DIRECTORS TO GATHER THEIR FEEDBACK ON BOARD, COMMITTEE, AND DIRECTOR EVALUATIONS. AN INDEPENDENT DIRECTORS’ MEETING WAS CONVENED ON AUGUST 14, 2024, WHERE THEY REVIEWED AND DISCUSSED THE FEEDBACK ON BOARD AND COMMITTEE FUNCTIONING, AS WELL AS THE PERFORMANCE OF THE CHAIRMAN AND OTHER DIRECTORS, INCLUDING EXECUTIVE DIRECTORS. THE NOMINATION AND REMUNERATION COMMITTEE (NRC), AT ITS MEETING HELD ON AUGUST 14, 2024, ALSO REVIEWED THE EVALUATION FEEDBACK AND FORWARDED ITS RECOMMENDATION TO THE BOARD. AREAS FOR IMPROVEMENT IDENTIFIED THROUGH THIS EVALUATION EXERCISE ARE BEING IMPLEMENTED TO FURTHER STRENGTHEN THE CORPORATE GOVERNANCE FRAMEWORK OF THE ORGANIZATION. |