Board Context and Background

The Board, including independent directors, has worked in close cooperation with unanimous approval of business strategies and governance decisions. Key decisions referenced include:

  • Divestment of AdvantageGo business
  • Exit from data centre business
  • Acquisition of Encora
  • Execution of Sabre contract
  • Decision to exit loss-making India Government business

Board Evaluation Process Clarification

Nature and Purpose: The board evaluation is an annual corporate governance requirement under the Companies Act, 2013 and SEBI Listing Regulations. The company conducted the evaluation for FY25-26 as required. The process assesses effectiveness of the Board, its committees, and individual directors in discharging their roles and responsibilities.

Distinction from Financial Reporting: The board evaluation process is entirely distinct from the company's financial reporting and audit processes. It has no bearing on the company's financial statements, accounting policies, revenue, profitability, operational performance, or business growth outlook.

Internal Audit Review

Scope and Timing: The annual internal audit plan for FY27 was finalized by the Audit Committee in April 2026. In Q2FY27, the internal audit plan included two review areas: "Hire-to-Retire" and "Accuracy and Completeness of Board reporting (BR)".

Board Evaluation Reports Inclusion: As part of the board reporting review scope, the internal auditor considered reports related to the board evaluation process, specifically focusing on the process of sharing and presenting these reports to the Board and Nomination and Remuneration Committee (NRC).

Purpose Clarification: The inclusion of these reports in the internal audit scope was for reviewing governance processes only, not an audit or review of the company's financial statements or financial reporting.

Internal Auditor's Observations

The internal auditor observed issues with how the board evaluation reports and findings were circulated, presented, and discussed before the NRC and Board by the NRC Chair and Chairman of the Board.

Key Findings:

  • The relevant reports were available only to the NRC Chair and Chairman of the Board
  • Other board members, including independent directors, did not receive copies at the instruction of the Chairman
  • The presentation of evaluation findings (without sharing report copies) did not cover all relevant aspects and findings
  • Specifically, the Chairman's category received the lowest rating in the reports, but this finding was not disclosed or discussed before the NRC or Board

Current Status

The internal audit/governance review remains ongoing. The observations should be viewed in this context. The company states it remains committed to ensuring transparent governance processes.