Report of the Related Party Transactions Review Committee

The Board's Related Party Transactions Review Committee (the Committee) has been established in accordance with Section 9 of the Listing Rules of the Colombo Stock Exchange (the “Rules”). The Committee consists of four (4) Non-Executive Independent members, one of whom is a Senior Chartered Accountant.

Composition

A D B Talwatte (Chairman) Independent Non-Executive

A Cabraal (Member) Independent Non-Executive

S Shishoo (Member) Independent Non-Executive

S Renganathan (Member) Independent Non-Executive

This composition adheres to the requirements set forth by the Code and the Rules. Brief profiles of the members can be found on pages 28 to 32 of this Annual Report. The Company Secretary serves as the Secretary to the Committee.

Meetings

The Committee met four (04) times during the year. Attendance of the Committee members at each of these meetings is as follows.

	Meetings
Mr A D B Talwatte (Chairman) Independent Non-Executive	4 out of 4
Mr A Cabraal (Member) Independent Non-Executive	2 out of 4
Mr S Shishoo (Member) Independent Non-Executive	2 out of 4
Mr S Renganathan (Member) Independent Non-Executive	4 out of 4

Terms of reference

The Committee's roles and functions are governed by the Rules.

Role and Responsibilities

The Committee's mandate, derived from the Rules, includes the following key responsibilities:

• Developing and maintaining a Related Party Transactions Policy in line with the CSE Listing Rules (Section 9) for adoption by the Board of Directors and its subsidiaries, and reviewing the reporting processes for Related Party Transactions (RPTs).
• Reviewing all RPTs to ensure compliance with the Rules, and advising the Board on obtaining shareholders' approval, making immediate market disclosures, and including necessary disclosures in the Annual Report.
• Issuing Procedures/Directives/Guidelines requiring all RPTs to be referred to the Committee for review.
• Reviewing the transfer pricing policy and ensuring periodic independent transfer pricing reviews as required by regulations.
• Review Function of the Committee
• The Committee reviews RPTs on a quarterly basis and communicates its observations to the Board. RPTs are disclosed in Note 41 to the Financial Statements.

Reporting to the Board

Minutes of the Committee meetings are presented at Board meetings, providing all Board members with access to them. Prior approval of the Board is obtained where necessary.

Professional Advice

The Committee is authorized to seek external professional advice on matters within its scope. The RPTs are audited by the Group's external auditors, Messrs. KPMG, as part of the annual audit process.

On behalf of the Board Related Party Transactions Review Committee

A D B Talwatte
Chairman
Related Party Transactions Review Committee
30 May 2024