COMPOSITION AND MEETINGS

The Committee comprised of the following Directors during the year and as at 31 December 2024.

The Company Secretary functions as the Secretary to the Related Party Transactions Review Committee. The Senior Executive Director / CFO and AGM – Financial Operations & Compliance attend the meetings by invitation.

PURPOSE OF THE COMMITTEE

The Committee was established for the purpose of reviewing the Related Party Transactions (RPTs) in determining whether the proposed transactions are in compliance with various applicable laws and standards, the governance code and the CSE listing rules, prescribed for related party transactions.

The Committee reviews any proposed related party transactions on behalf of the Board to safeguard the interests of the shareholders by preventing Directors, Senior Management and/ or substantial shareholders taking advantage of their positions to execute transactions.

TERMS OF REFERENCE

The Committee is governed by the Terms of Reference approved by the Board of Directors, which encompasses the Committee’s purpose, duties and responsibilities. The Committee exercises oversight on behalf of the Board to ensure compliance with the Listing Rules of the Colombo Stock Exchange and the Code of Best Practices on Corporate Governance issued by CA Sri Lanka and LKAS 24. The Terms of Reference of the Committee was reviewed and updated in line with the new regulations and approved by the Board.

KEY RESPONSIBILITIES

▶ To review related party transactions of the Company either 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.

▶ Seek any information required from management, employees or external parties with regard to any transaction entered into with a related party.

▶Obtain competent independent professional advice to assess all aspects of proposed related party transactions where necessary. Apart from obtaining Independent Specialists’ advice wherever necessary, the committee is empowered to access data and information pertaining to Related Parties as well as call for clarifications from the Management and Auditors both External and Internal on any associated matter.

ACTIVITIES IN 2024

▶ The Committee reviewed the details of related party transactions entered into by the Company during the year which are disclosed in Note 44 to the financial statements. Quarterly declarations were obtained from the main related parties including the directors.

▶ All proceedings of the Committee meetings are reported to the Board on a regular basis along with recommendations to improve the process of reporting related party transactions whenever they arise.

▶ Reviewed the Terms of Reference of the Committee.

▶ Reviewed the Related Party Transactions Policy and Procedure.

▶ The Committee carried out its self assessment in terms of the Terms of Reference.

▶ The annual evaluation of the Committee was carried out by the Board and it was deemed that the Committee’s functions were being carried out effectively.

CONFIRMATIONS

The Company has not entered into non-recurrent related party transactions exceeding 10% of the equity or 5% of the total assets whichever is lower or recurrent related party transactions exceeding 10% of the gross revenue/ income requiring disclosure in the Annual Report during the year under review.

The Company has not entered into non-recurrent related party transactions or recurrent related party transactions where the approval of the shareholders were required by way of a Special Resolution, during the year under review.

Ms A A Ludowyke

Chairperson – Board Audit Committee

20th February 2025