Integrated Annual Report 2025-26 202 Matters reviewed by the Board The Board, inter-alia, periodically reviews / approves: • Corporate strategy and business plans • Annual operating and capital expenditure budgets • Investment and exposure limits • Compliance Reports on all applicable laws, including corrective actions for non‑compliance, if any • Performance review of operating divisions • Major Legal Issues, if any • Minutes of the board meetings of Company’s unlisted subsidiaries and the Minutes of the Committees of the Company • Significant transactions and arrangements undertaken by the unlisted subsidiaries • Quarterly, half-yearly and annual financial results • Significant Labour issues, if any and its proposed solutions • Safety and Risk Management updates • Transactions relating to acquisition or disposal of properties • Sale or disposal of Investments • Major accounting provisions and write-offs, if any • Corporate Restructuring, joint ventures or collaboration agreements • Instances of material default in financial obligations, if any • Reports on fatal or serious accidents, if any • Material effluent or pollution problems, if any • Transactions that involve substantial payment towards goodwill, brand equity or intellectual property, if any • Matters involving possible public or product liability claims of substantial nature, including judgement or order which may have passed strictures on the conduct of your Company, if any • Quarterly foreign exchange exposure details, along with management’s mitigation actions • Statutory updates and other matters requiring Board attention. The Board sets annual performance objectives, oversees the actions and results of the management, evaluates its own performance, performance of its Committees and Individual Directors on an annual basis and monitors the effectiveness of your Company’s governance practices for enhancing the stakeholders value. The Board closely monitors the performance of the Company and its Management, approves the plans, reviews the strategy and strives to achieve organisational growth. The Board ensures statutory and ethical conduct and places high importance on the internal financial reporting. Governance Framework Support Your Company has a well-established framework for the meetings of the Board and its Committees which seeks to systematise the decision-making process at the meetings in an informed and efficient manner. Regular inputs and feedback from the Board Members are sought and duly considered while preparing the agenda and related documents for the Board and Committee Meetings. The Board also has access to the Members of the Management and to the Companyrelated information. Apart from Board Members and the Company Secretary, the Board and Committee meetings are also attended by the Group Chief Financial Officer and by the Heads of various corporate and business functions as invitees, wherever required. Role of Company Secretary The Company Secretary plays a key role in ensuring that the Board (including Committees thereof) procedures are followed and regularly reviewed. The Company Secretary is primarily responsible for assisting and advising the Board in the conduct of affairs of the Company, to ensure compliance with applicable statutory requirements, to provide guidance to Directors, to facilitate convening of Meetings and acts as an interface between the Management and Regulatory Authorities for Governance related matters of the Company. Action Tracking & Follow‑up Effective follow-up on action items from Board Meetings is essential for organisational success. These action items play a pivotal role in guiding strategic initiatives and operational changes. Therefore, it is imperative to promptly distribute these action items to relevant functional heads, accompanied by clear directives and deadlines. An appropriate tracking system is maintained to monitor and review action items through to their closure. This proactive approach fosters accountability within the organisation and facilitates timely execution of critical tasks. By ensuring prompt dissemination of action items, providing clear guidance and implementing a diligent tracking process, the organisation demonstrates a commitment to operational excellence and the successful implementation of strategic directives set forth by the Board.
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