The Directors take pleasure in presenting the Fifty Fourth Annual Report of BENARES HOTELS LIMITED
(“BHL” or “the Company”) along with the Audited Financial Statements for the Financial Year ended March 31,
2025.

OPERATING AND FINANCIAL RESULTS

(Rs. Lakhs) (Rs. Lakhs)

*Dividend declared in FT2023-24 and paid during the year under review.

COMPANY'S OPERATIONS AND PERFORMANCE

The Total Income for the Financial Year (FY) ended March 31, 2025 stood at Rs. 14,067 lakhs as compared to Rs.
12,380 Lakhs in the previous year and the Gross Operating Profit (EBIDTA) stood at Rs. 6,452 lakhs as compared
to Rs. 5,436 Lakhs in the previous year.

The profit before Tax for the year was Rs. 5,811 lakhs as compared to Rs. 4,809 lakhs in the previous year. The
profit after Tax for the year was Rs. 4,325 lakhs as compared to Rs. 3,604 lakhs in the previous year.

DIVIDEND

The Board recommended a dividend @ 250% i.e. Rs. 25/- per fully paid Equity share on 13,00,000 Equity shares
offace value Rs. 10 each, for the year ended March 31, 2025 (Previous year: Rs. 25 per share).

The dividend on Equity Shares is subject to the approval of the Shareholders at the Annual General Meeting
(AGM) scheduled to be held on Tuesday, August 12, 2025. The dividend once approved by the Shareholders will
be paid on and after Friday, August 22, 2025.

The dividend on Equity Shares, if approved by the Members, would involve a cash outflow of Rs. 325 lakhs.

TRANSFER TO RESERVES

The Board of Directors has decided to retain the entire amount of profit for FY 2024-25 appearing in the
Statement of profit and loss.

SHARE CAPITAL

During the year under review, there has been no change in the share capital of the Company.

HOLDING AND SUBSIDIARY COMPANIES

The Indian Hotels Company Limited (IHCL) is the ultimate Holding Company of BHL. The Company does not
have any subsidiary company.

DIRECTORS

In accordance with the requirement of the Companies Act, 2013 (the Act) and the Company's Articles of
Association, Mr. Beejal Desai (DIN: 03611725) retires by rotation and being eligible, offers himself for re¬
appointment. The necessary resolution for his re-appointment forms part of the Notice convening the AGM.

During the year under review, Mrs. Rukmani Devi (DIN: 07624616) ceased to be an Independent Director of
the Company consequent to completion of her second term of five (5) years as an Independent Director in the
Company on August 27, 2024. The Board places on record its appreciation for her invaluable contribution and
guidance provided to the Company during her tenure.

Based on the recommendations of the Nomination and Remuneration Committee (NRC) and in accordance
with the provisions of the Act and the Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015 (SEBI Listing Regulations), Ms. Anita Belani (DIN: 01532511)
was appointed as an Additional Director in a capacity of Independent Director for a period of five (5) years with
effect from January 14, 2025 subject to the approval of the Members, by way of Special Resolution as required
under the provisions of the Companies Act, 2013 and SEBI Listing Regulations. The members of the Company
have approved her appointment vide Postal Ballot w.e.f. March 4, 2025. In the opinion of the Board, Ms. Belani is
a person of integrity and possesses the requisite qualifications, experience and expertise required for discharging
her duties as an Independent Director of the Company.

In terms of Section 149 of the Act, and Regulation 16(1) of the SEBI Listing Regulations Mr. Moiz Miyajiwala,
Mr. Puneet Raman and Ms. Anita Belani are the Independent Directors of the Company as on the date of this
report.

In terms of Regulation 25(8) of SEBI Listing Regulations, the Independent Directors have confirmed that they
are not aware of any circumstance or situation, which exists or may be reasonably anticipated, that could impair
or impact their ability to discharge their duties with an objective independent judgement and without any
external influence. Based upon the declarations received from the independent Directors, the Board of Directors
has confirmed that they meet the criteria of Independence as mentioned under Section 149(6) of the Act and
Regulation 16(1)(b) of SEBI Listing Regulations and that they are Independent of the Management. In the
opinion of the Board, there has been no change in the circumstances affecting their status as Independent
Directors of the Company and the Board is satisfied of the integrity, expertise, and experience (including
proficiency in terms of Section 150(1) of the Act and applicable rules thereunder) of all Independent Directors on
the Board. Further in terms of Section 150 read with Rule 6 of the Companies (Appointment & Qualification of
Directors) Rules, 2014, as amended, the Independent Directors of the Company have registered their names in
the data bank of Independent Directors maintained with the Indian Institute of Corporate Affairs.

During the year under review, the Non - Executive Directors of the Company had no pecuniary relationship or
transactions with the Company, other than sitting fees and commission and reimbursement of expenses, if any,
incurred by them for the purpose of attending meetings of the Board/Committee and General Meeting of the
Company.

KEY MANAGERIAL PERSONNEL (KMP)

During the year under review, there has been no change in the KMPs of the Company.

Pursuant to the provision of Section 203 of the Act, the KMPs of the Company as on March 31, 2025 are:

• Mr. Vishal Singh - Chief Executive Officer

• Mr. Veeramani Venkata - Chief Financial Officer

• Ms. Vanika Mahajan - Company Secretary (CS)

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

The Company has an ongoing familiarization Programme for the Independent Directors with respect to their
roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business
model of the Company, etc. All the Board members of the Company are afforded every opportunity to familiarize
themselves with the Company, statutory changes impacting the Company, its Management and its operations and
all the information /documents sought by them is/are shared with them for enabling a good understanding of the
Company, its various operations and the industry of which it is a part. The details of the familiarization
Programme for Independent Directors are disclosed on the Company's website under the weblink:

https://www.benareshotelslimited.com/benareshotelslimited/Independent-Directors-familiarization-

programme-BHL.pdf

NUMBER OF MEETINGS OF THE BOARD

During the year under review, five (5) Board Meetings were held and the intervening gap between the meetings
did not exceed the period of one hundred and twenty days. The details of meetings of the Board are provided in
the Corporate Governance Report, which forms a part of the Annual Report.

STATUTORY AUDITORS

At the 52nd AGM of the Company held on August 24, 2023, the Members approved the re-appointment of PKF
Sridhar & Santhanam LLP, Chartered Accountants (Firm Registration No. 003990S/S200018), as the Statutory
Auditors of the Company to hold office for a period of four consecutive years, from the conclusion of the 52nd
AGM till the conclusion of the 56th AGM of the Company to be held in the year 2027, to audit and examine the
books of account of the Company.

The Statutory Auditors' Report on the Financial Statements of the Company for FY 2024-25 does not contain
any qualifications, reservations, adverse remarks or disclaimer.

The Statutory Auditors of the Company have not reported any fraud as specified under Section 143 (12) of the
Act during the year under review

SECRETARIAL AUDITORS

In terms of Section 204 of the Act and Rules made thereunder, M/s. D. S. Associates, Practicing Company
Secretary (C.P No. 7347) was appointed as Secretarial Auditor of the Company to conduct the Secretarial Audit
of records and documents of the Company for FY 2024-25 and their report is annexed as Annexure 1 to this
report.

The Secretarial Audit report contains a few observations. The details of which are mentioned below:

• Observation 1: During the period under review, the Company was non-compliant with the provisions of
Regulation 17(1) relating to the composition of the Board of Directors, Regulation 19(1)/(2) relating to
the constitution of the Nomination and Remuneration Committee, and Regulation 20(2)/(2A) relating
to the constitution of the Stakeholders Relationship Committee, of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, for the quarter ended December 31, 2024. In respect of
the said non-compliances, BSE Limited has imposed a monetary penalty on the Company.

Board’s Clarification:

The aforesaid non-compliance arose on account of a temporary vacancy in the position of an Independent
Director, which impacted the composition of the Board and its committees.

Considering the tremendous growth of the Company in terms of revenue and market capitalisation over
the past few years, the Company took reasonable time to identify and finalize the potential candidate in
place of Mrs. Rukmani R Gohil, Independent Director (DIN: 00552831) whose term expired on August
27, 2024.

Following a diligent selection process, the Board appointed Ms. Anita Belani as an Independent Director
of the Company w.e.f. January 14, 2025. The Company has since regularized the composition of the
Board and its committees, and the same is now in full compliance with the SEBI Listing Regulations. The
penalty imposed by the stock exchange has been duly paid, and an application seeking waiver of the same
has also been submitted.

The delay in compliance was unintentional and occurred despite the Company's best efforts to promptly
fill the resulting vacancy within the permissible time frame.

• Observation 2: During the period under review, it was observed that a set of promoters namely Ms. M K
Krishna Priya and Ms. M K Vishnupriya ("Promoters") executed trades in the equity shares of the
company via gift, acquisition/disposal from open market without obtaining prior approval from the
Compliance Officer as mandated under Clause 4(1) of Schedule B to the SEBI (Prohibition of Insider
Trading) Regulations, 2015, read with Regulation 9(1) of SEBI (Prohibition of Insider Trading)
Regulations, 2015.

Board's Clarification:

The Audit Committee and the Board of the Company took cognizance of the breach of the Company's
Code of Conduct by a set of promoters and levied a penalty for trading in securities of the Company (even
in the nature of gift) for violating the PIT Regulations and to disgorge the notional profits earned from the
contra trades to the SEBI Investor Protection and Education Fund (IPEF). The concerned Promoters has
deposited the penalty amount to SEBI IPEF. The Company has since sensitized all designated persons,
including the Promoters, regarding the pre-clearance requirements under the Code of Conduct for
Prevention of Insider Trading

Pursuant to the requirements of Regulation 24A of the SEBI Listing Regulations, the Board of Directors of the
Company at their meeting held on April 28, 2025, approved the appointment of M/s D.S. Associates, a peer
reviewed Practicing Company Secretary firm, as the Secretarial Auditor of the Company for a term of five
consecutive financial years, commencing from FY 2025-26 up to FY 2029-30, to conduct the Secretarial Audit,
subject to the approval of the Members at the ensuing Annual General Meeting.

The necessary resolution for the appointment of M/s D.S. Associates forms part of the Notice convening the
ensuing AGM scheduled to be held on Tuesday, August 12, 2025.

COST AUDITORS

Maintenance of cost records as specified by the Central Government under Section 148 (1) of the Act is not
applicable to the Company.

ANNUAL RETURN

As provided under Section 92(3), Section 134(3)(a) and Rule 12 of Companies (Management and
Administration) Rules, 2014, the Annual Return in Form MGT-7 for FY 2024-25 is available on the website of
the Company at

https://www.benareshotelslimited.com/en-in/agm-2025

VIGIL MECHANISM

Your Company believes in the conduct of the affairs of its constituents in a fair and transparent manner by
adopting the highest standards of professionalism, honesty, integrity and ethical behavior. In line with the Tata
Code of Conduct (TCoC), any actual or potential violation, howsoever insignificant or perceived as such, would
be a matter of serious concern for the Company. The role of the employees in pointing out such violations of the
TCoC cannot be undermined.

In accordance with Section 177(9) of the Act and Regulation 22 of SEBI Listing Regulations, the Company has
established the necessary vigil mechanism that provides a formal channel for all its Directors, Employees and
other stakeholders to report concerns about unethical behavior, actual or suspected fraud or violation of the
Company's Code of Conduct. The details of the policy have been disclosed in the Corporate Governance Report,
which forms a part of the Annual Report and is also available on

https://www.benareshotelslimited.com/benareshotelslimited/Policies-bhl-whistle-blower-policy-revised-21-07-

2023.pdf

CORPORATE SOCIAL RESPONSIBILITY

The brief outline of the Corporate Social Responsibility (CSR) policy of the Company and the initiatives
undertaken by the Company on CSR activities during the year under review are set out in Annexure 2 of this
report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Amendment Rules,
2014, as amended from time to time. For other details regarding the CSR and Sustainability Committee, please
refer to the Corporate Governance Report, which is a part of the Annual report. The CSR policy is available on
https://www.benareshotelslimited.com/benareshotelslimited/Policies-BHL-CSR-POLICY-2021-2022.pdf

POLICY ON DIRECTORS’ APPOINTMENT AND REMUNERATION AND OTHER DETAILS
Selection and procedure for nomination and appointment of Directors

The Nomination and Remuneration Committee (NRC) engages with the Board to evaluate the characteristics,
skills, expertise, and experience required for the effective functioning of the Board in alignment with the
Company's strategic objectives to ensure a well-balanced and competent Board. The selection process considers
diversity, independence (where applicable), through a rigorous assessment, including their professional
background, industry knowledge, and ability to contribute to Board deliberations. Based on this assessment, the
NRC identifies and shortlists potential candidates who possess the required competencies and align with the
Company's strategic vision, corporate values, and governance standards and recommends their nomination to the
Board.

Criteria for determining qualifications, positive attributes and independence of a Director

In terms of the provisions of Section 178(3) of the Act, and Regulation 19 of the SEBI Listing Regulations, the
NRC has formulated the criteria for determining qualifications, positive attributes and independence of
Directors, the key features of which are as follows:

- Qualifications - The Board nomination process encourages diversity of thought, experience, knowledge, age
and gender. It also ensures that the Board has an appropriate blend of functional and industry expertise.

- Positive Attributes - Apart from the duties of Directors as prescribed in the Act, the Directors are expected to
demonstrate high standards of ethical behaviour, communication skills and independent judgement. The
Directors are also expected to abide by the respective Code of Conduct as applicable to them.

- Independence - A Director will be considered independent if he/she meets the criteria laid down in Section
149(6) of the Act, the Rules framed thereunder and Regulation 16(1)(b) of the SEBI Listing Regulations.

The Company's policy on directors' appointment and remuneration and other matters provided in Section
178(3) of the Act is available on

https://www.benareshotelslimited.com/benareshotelslimited/Policies-remuneration.pdf

DISCLOSURES IN RELATION TO THE SEXUAL HARASSMENT OF WOMEN AT
WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013 (POSH Act)

The Company has always believed in providing a safe and harassment-free workplace for every individual
working in the Company. The Company has complied with the applicable provisions of the POSH Act, and the
rules framed thereunder, including constitution of the Internal Complaints Committee. The Company has in
place an Anti-Sexual Harassment Policy in line with the requirements of the POSH Act and the same is available
on the Company's website at

https://www.benareshotelslimited.com/benareshotelslimited/Policies-BHL-POSH-Policy-Final.pdf

During the financial year 2024-25, the Company has not received any complaint on sexual harassment. No case
remains pending as on March 31, 2025.

PARTICULARS OF EMPLOYEES

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act, read with
Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as
amended, are annexed to this report as Annexure 3.

In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, during the year the
Company had no employees who were in receipt of the remuneration in excess of the limits set out in the said
Rules.

BUSINESS OVERVIEW

An analysis of the Business and Financial Results are given in the Management Discussion and Analysis, which
forms a part of the Annual Report.

FINANCE COST

Finance cost for the year ended March 31, 2025 was Rs. 38.16 lakhs (Previous year: Rs. 37.57 Lakhs). Breakup
of the total interest cost of Rs. 38.16 lakhs are as follows:

Interest expenses on borrowings: Nil

Interest on lease liability: Rs. 38.16 lakhs

DEPRECIATION: Rs. 602.99 Lakhs (Previous Year: Rs. 590.12 Lakhs)

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

The Company falls within the scope of the definition 'infrastructure company' as provided by the Act.
Accordingly, the Company is exempt from the provisions of Section 186 of the Act with regards to Loans,
Guarantees, Securities provided and Investments. Therefore, no details are provided.

BORROWINGS

During the year under report, the Company has not accepted any borrowings. The borrowings are Nil as on
March 31, 2025. (Previous Year: Nil)

CAPITAL EXPENDITURE

During FY 2024-25, the Company's outlay towards capital expenditure was Rs. 1,883.68 lakhs (Previous Year:
Rs. 731.26 lakhs).

DEPOSITS FROM PUBLIC

The Company does not accept and/or renew Fixed Deposits from the general public and shareholders. There
were no over dues on account of principal or interest on public deposits including the unclaimed deposits at the
end of FY 2024-25 (Previous year: Nil).

RELATED PARTY TRANSACTIONS

In line with the requirements of the Act and the SEBI Listing Regulations, as amended, the Company has
formulated a Policy on Related Party Transactions for identifying, reviewing, approving and monitoring of
Related Party Transactions and the same can be accessed on the Company's website at
https://www.benareshotelslimited.com/benareshotelslimited/Policies-Related-Party-Transaction-Policy.pdf
During the year under review, all Related Party Transactions that were entered into were in the Ordinary Course
of Business and at Arms' Length basis and were approved by the Audit and Risk Management Committee.
Transactions, which were repetitive in nature, were approved through omnibus route. None of the transactions
with related parties are material in nature or fall under the scope of Section 188(1) of the Act. The information on
transactions with related parties pursuant to Section 134(3)(h) of the Act read with Rule 8(2) of the Companies
(Accounts) Rules, 2014, as amended, in Form AOC-2 is not applicable to the Company for FY 2024-2025 and
hence the same is not provided.

CORPORATE GOVERNANCE

As required by SEBI Listing Regulations, the report on the Management Discussion and Analysis; and
Corporate Governance along with the Practicing Company Secretary's Certificate regarding compliance of
conditions of Corporate Governance norms as stipulated in Regulation 34 read along with Schedule V of the
SEBI Listing Regulations are attached as a separate report which forms part of the Annual Report.

COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD MEETINGS AND GENERAL
MEETINGS

The Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial
Standards issued by the Institute of Company Secretaries of India and that such systems are adequate and
operating effectively.

DIRECTORS' RESPONSIBILITY STATEMENT

Based on the framework of internal financial controls and compliance systems established and maintained by the
Company, the work performed by the internal, statutory and secretarial auditors and external consultants,
including the audit of internal financial controls over financial reporting by the statutory auditors and the reviews
performed by Management and the relevant Board Committees, including the Audit and Risk Management
Committee, the Board is of the opinion that the Company' internal financial controls were adequate and effective
during the FY 2024-2025.

Pursuant to Section 134(5) of the Act, the Board of Directors, to the best of its knowledge and ability, confirm
that:

a) in the preparation of the annual accounts, the applicable accounting standards have been followed and there
are no material departures;

b) they have selected such accounting policies and applied them consistently and made judgments and estimates
that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the
end of the financial year and of the profit of the Company for that period;

c) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance
with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting
fraud and other irregularities;

d) they have prepared the annual accounts on a going concern basis;

e) they have laid down internal financial controls to be followed by the Company and such internal financial
controls are adequate and operating effectively;

f) they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such
systems were adequate and operating effectively.

MATERIAL CHANGES AND COMMITMENT AFFECTING THE FINANCIAL POSITION OF
THE COMPANY

There are no material changes affecting the financial position of the Company subsequent to the close of FY
2024-25 till the date of this report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS

During the year under review, no significant material orders were passed by the Regulators or Courts or Tribunals
impacting the going concern status and the Company's operations.

RISK MANAGEMENT

The Audit and Risk Management Committee is responsible for monitoring and reviewing the Risk Management
plan and ensuring its effectiveness. The Audit and Risk Management Committee has additional oversight in the
area of financial risks and controls. The major risks identified by the businesses and functions are systematically
addressed through mitigating actions on a continuous basis. The details of the Committee and its term of
reference are set out in the Corporate Governance Report.

Your Company has a Risk Management Policy, pursuant to the provisions of Section 134 of the Act, to identify
and evaluate business risks and opportunities for mitigation of the same on a continuous basis. This framework
seeks to create transparency, minimize adverse impact on business objective and enhance your Company's
competitive advantage. The risk management framework defines the risk management approach across the
enterprise at various levels including documentation and reporting.

The framework enables risks to be appropriately rated and graded in accordance with their potential impact and
likelihood. The two key components of risks are the probability (likelihood) of occurrence and the impact
(consequence) of occurrence, if the risk occurs. Risk is analyzed by combining estimates of probability and
impact in the context of existing control measures.

PARTICULARS OF ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND

FOREIGN EXCHANGE EARNINGS AND OUTGO [PURSUANT TO COMPANIES

(ACCOUNTS) RULES, 2014]

A. CONSERVATION OF ENERGY: The Company has always been conscious of the need for conservation
of energy and has been sensitive in making progress towards this end. The company has replaced old heat
pumps resulting into higher efficiency & minimizing energy consumption. Also, company has installed
Variable Frequency Drives (VFDs) on HVAC pumps to precisely match motor output to actual operational
demands, resulting in reduced energy waste.

B. TECHNOLOGY ABSORPTION: There is no material information on technology absorption to be
furnished. The Company continues to adopt and use the latest technologies to improve the efficiency and
effectiveness of its business operations.

C. FOREIGN EXCHANGE EARNINGS AND OUTGO: In terms of the provisions of Section
134(3)(m) of the Act, read with Rule 8(3)(C) of The Companies (Accounts) Rules, 2014, the foreign
exchange earned in terms of actual inflows during the year and the foreign exchange outgo during the year in
terms of actual outflows is furnished below:

PROCEEDINGS UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016

During the year under review, there were no proceedings that were filed by the Company or against the Company,
which are pending under the Insolvency and Bankruptcy Code, 2016 as amended, before National Company
Law Tribunal or other Courts.

VALUATION

During the year under review, there were no instances of onetime settlement with any Banks or Financial
Institutions.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

Your Company has an Internal Control System, commensurate with the size, scale and complexity of its
operations. The scope and authority of the Internal Audit function is well defined in the organization. To
maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit and
Risk Management Committee of the Board.

The Internal Auditors monitors and evaluate the efficacy and adequacy of internal control systems in the
Company, its compliance with operating systems, accounting procedures and policies at all locations of the
Company. Based on the report of Internal Audit function, process owners undertake corrective action in their
respective areas and thereby strengthen the controls. All significant audit observations and corrective actions
suggested are presented to the Audit and Risk Management Committee of the Board for review. The internal
financial controls as laid down are adequate and were operating effectively during the year under review.

The Board's Audit and Risk Management Committee oversees the adequacy of the internal control environment
through periodic reviews of audit findings and by monitoring implementation of internal audit
recommendations through compliance reports. In addition, as required under Section 143 of the Act, the
Statutory Auditors have evaluated and expressed an opinion on the Company's internal financial controls over
financial reporting based on the audit for the FY 2024-25. In their opinion, the Company has, in all material
respects, adequate internal controls over financial reporting and such internal financial controls over financial
reporting were operating effectively as on March 31, 2025.

COMMITTEES OF THE BOARD

a. Audit and Risk Management Committee

b. Nomination and Remuneration Committee

c. Corporate Social Responsibility and Sustainability Committee

d. Stakeholders’ Relationship Committee

During the year under review, all recommendations of the Committees were approved by the Board. The details
including the composition of the Committees including attendance at the meetings and terms of reference are
included in the Corporate Governance Report, which forms a part of the Annual Report.

BOARD EVALUATION

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 Act and SEBI Listing Regulations.

The performance of the Board was evaluated by the Board after seeking inputs from all the Directors on the basis
of criteria such as the board composition and structure, Degree of fulfilment of key responsibilities towards
stakeholders (by way of monitoring corporate governance practices, participation in the long-term strategic
planning, etc.); effectiveness of board processes, information and functioning, etc.; extent of co-ordination and
cohesiveness between the Board and its Committees; and Quality of relationship between Board Members and
the Management.

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 (SEBI) on January 5, 2017.

In a separate meeting of Independent Directors, performance of Non-Independent Directors, the Board as a
whole and the Chairman of the Company was evaluated, taking into account the views of Non-Executive
Directors. The Board and the NRC 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. In the Board
Meeting that followed the meeting of the Independent Directors and meeting of NRC, the performance of the
Board, its committees, and individual Directors was also discussed. Performance evaluation of Independent
Directors was done by the entire Board, excluding the Independent Director being evaluated.

The evaluation process reaffirmed the Board's confidence in the Company's ethical standards, the cohesiveness
among Board members, the adaptability of the Board and management in addressing challenges, and the
management's openness in sharing strategic information with the Board.

ACKNOWLEDGMENT

The Directors thank the Company’s customers, vendors, investors, partners and all other stakeholders for their
continuous support.

The Directors appreciate and value the contribution made by all our employees and their families.

On behalf of the Board of Directors

Dr. Anant Narain Singh
Chairman

(DIN: 00114728)

Place : Mumbai
Date : 28th April, 2025