Report of the Risk and Compliance Review Committee

The Board Risk and Compliance Review Committee consists of Three (3) independent non-executive Board Directors. The Committee was chaired by Mr Reyaz Mihular and Corporate Services (Private) Limited, the Secretaries of the Company function as the Secretaries to the Board Risk Review Committee. The Group Chief Executive Officer has a standing invitation to meetings and the Group Chief Financial Officer, Internal Audit and Compliance Officer, Sector Business Heads and Heads of Finance attend meetings on request. The Charter for the Board Risk Review Committee is in line with the best practice framework and was set up in November 2020. The Charter will be reviewed annually and updated to reflect current developments and to include other matters considered necessary by the Committee.

Meetings

The Committee met four (4) times for the financial year 2024/25. The attendance of the Committee members at each of these meetings is as follows;

Attendance

Mr R Mihular (Chairman) – Independent Non-Executive
4 of 4 meetings

Mr S Shishoo (Member) – Independent Non-Executive
(Resigned w.e.f. 31 March 2025) 3 of 4 meetings

Ms A Goonetilleke (Member) – Independent Non-Executive
2 of 4 meetings

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

The Board Risk and Compliance Review Committee

The Board Risk Review and Compliance Committee is appointed by the Board as per section D4 of the Code of Best Practice on Corporate governance 2023. The Purpose of the Committee is to establish a Risk Management Policy and Framework to safeguard shareholders’ investments and the Company’s assets and to oversee and approve the Company wide risk management practices to assist the Board in:

• Overseeing that the executive team has identified and assessed all the key risks that the organisation faces and has established a risk management infrastructure and mitigation plan capable of addressing those risks
• Monitoring compliance with applicable laws, regulations, and internal policies.
• Overseeing the monitoring of applicable risks such as strategic, financial, credit, market, liquidity, security, property, IT, legal, regulatory, reputational and other risks
• Overseeing the division of risk-related responsibilities and performing a gap analysis to determine that the oversight of any risks is not missed
• Ensuring that risk and compliance considerations are integrated into strategic decision-making.
• In conjunction with the full board, approving the ompany’s enterprise-wide risk management policy and framework

The Responsibility of the Committee

• The establishment and implementation of a risk management and compliance framework for identification of financial and non-financial risks of the Group, monitor, assess and develop strategies to manage and mitigate those risks and regulatory non-compliances
• Periodically reviewing the Group’s Risk Management Policy and disclosing, in relation to each reporting period, whether such a review has taken place
• Ensure compliance with financial/nonfinancial laws and regulations which can have a bearing on the reported results of the Company.
• Review the compliance statements of each business unit within the group and report the compliance status to the Board of Directors periodically
• Carrying out any processes or procedures required by the Group’s Risk Management Policy as amended from time to time
• Review of compliance with approved Risk Management Policy
• Monitor the organisation’s Risk Profile Matrix, its ongoing and potential exposure to risks of various types

Conclusion

The Board Risk and Compliance Review Committee has periodically evaluated the risk identification and assessment process of risks in the business units/sectors and mitigation actions taken to control or eliminate the potential business risks. The evaluation is based on the risk matrix given the probability of occurrence of the event and the potential impact to the business.

The Committee is confident that the Company has maintained a robust risk and compliance framework throughout the year. The Committee remains committed to continuous improvement and will continue to support the Board in ensuring that risk and compliance considerations remain central to the Group’s operations and strategic direction.

On behalf of the Board Risk Review Committee.

R. Mihular
Chairman

28 May 2025