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 comprised four (4) members during the first half of the financial year and consists of Five (5) members during the second half of the financial year. The Committee was chaired by Mr A D B Talwatte up to 1 October 2024 and thereafter Mr R Mihular from 1 October 2024, with Corporate Services (Private) Limited (the Company Secretaries) serving as the Secretaries to the Committee

Composition

Mr R Mihular (Chairman) – Independent Non-Executive
(Appointed w.e.f. 1 October 2024)

Mr A D B Talwatte (Chairman/Member) – Independent Non-Executive (Chairman until 1 October 2024 and resigned w.e.f. 31 March 2025)

Mr A Cabraal (Member) – Independent Non-Executive

Mr S Shishoo (Member) – Independent Non-Executive
(Resigned w.e.f. 31 March 2025)

Mr 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 Board of Directors section in this Annual Report.

Secretary to the Committee

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.

Mr A Cabraal (Member) – Independent Non-Executive:
4 out of 4 meetings

Mr S Shishoo (Member) – Independent Non-Executive:
4 out of 4 meetings

Mr A Talwatte (Chairman/Member) – Independent Non-Executive:
4 out of 4 meetings

Mr R Mihular (Chairman) – Independent Non-Executive:
2 out of 2 meetings

Mr S Renganathan (Member) – Independent Non-Executive:
4 out of 4 meetings

Terms of reference

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

Functions of the Committee

The primary function of the Committee is to review all proposed related party transactions, other than those transactions explicitly exempted under Rule 9.5 of the Code, prior to the transaction being entered into or, if the transaction is expressed to be conditional on such review, prior to the completion of the transaction.

Methodology adopted by the Committee

The methodology adopted by the Committee is set out in the Terms of Reference of the Committee approved by the Board of Directors and are in compliance with the requirements under the Listing Rules. As such, the mandate of the Committee consists of inter alia the following:

• Adopt policies and procedures to review related party transactions of the Group.
• Review in advance all proposed related party transactions of the Group except those explicitly exempted in the Code. Any material changes to previously reviewed Related Party Transactions should also be reviewed by the Committee before completion.
• Determine whether such related party transactions require the approval of the Board and if necessary forward the same for their approval. In such instances Board approval must be obtained prior to entering into the transaction.
• If related party transactions are recurrent, the Committee shall establish guidelines for senior management to follow in its ongoing dealings with the relevant related party. Thereafter, the Committee on quarterly basis shall review and assess ongoing relationships with the related party to see that they are in compliance with the Committee’s guidelines and that the related party transactions remain appropriate.
• Ensure that no Director of the Company shall participate in any discussion of a proposed related party transaction for which he or she is a related party, unless such Director is requested to do so by the Committee for the express purpose of providing information concerning the related party transaction to the Committee.
• If a transaction requires shareholder approval, it must be obtained either prior to the transaction being entered into or, if the transaction is expressed to be conditional on such approval, prior to the completion of the transaction.
• When applying the Rules, the Committee should prioritise the economic substance of transactions over their legal form and technicality.
• Ensure that immediate market disclosures and disclosures in the Annual Report as required by the Listing Rules are made in a timely and detailed manner.

Activities of the Committee in 2024/2025

• The proceedings of the Committee meetings which mainly include activities under its mandate are reported to the Board of Directors. The Committee had four meetings during the year 2024/25 and details of attendance of the Committee members are set out above. The Group Chief Financial Officer, Sector Financial Controllers and Internal Audit and Compliance Officer of the Group are invited to attend meetings as and when required.
• Committee has been presented with all the related party transactions carried out for all four quarters and ensured all the transactions have been carried out at arm’s length. The summary of the quarterly committee meetings was submitted and approved by the Board.
• Annual review of the Related Party Policy was conducted in May 2025.
• There were no non-recurrent or recurrent RPTs that exceeded the respective thresholds stated in the Listing Rules of the CSE.

Professional advice

The Committee is authorised 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.

Disclosures

A detailed disclosure of all the related party transactions including recurrent and non-recurrent related party transactions which are required to be disclosed under section 9.14.8 of the Listing Rules of the Colombo Stock Exchange has been made in page 102 to the financial statements given in page 117 to 236 to this Annual Report.

Declaration

Related party transactions that took place during the year in terms of the Sri Lanka Accounting Standards are disclosed in the Financial Statements and have been approved by the Board of Directors and have thus complied with the rules pertaining to Related Party Transactions as set out in Section 9 of the listing rule of the CSE. It may also be noted that there were no related party transactions that occurred during the financial year under review which required approval of the shareholders of the Company as determined in Rule 9.14.6 of the Listing Rules. Please refer the Annual Report of the Board of Directors on the Affairs of the Company, pages 005 to 008 for the declaration made by the Board of Directors, confirming that no related party transaction falling within the ambit of the Listing Rules which required an immediate market disclosure was entered into by the Company during year ended 31 March 2025.

R Mihular
Chairman
Related Party Transactions Review Committee

28 May 2025