Our Approach to Corporate Governance

Listed on the Colombo Stock Exchange with a public holding of 34.22%, Nawaloka Hospitals continues to preserve its identity as a family-owned enterprise. Recognising that robust governance is fundamental to long-term sustainability, the Board has instituted a comprehensive governance framework that safeguards the interests of both the Nawaloka Group and its wider stakeholder base. This framework enhances accountability at Board and management levels, while reinforcing our commitment to ethical stewardship and responsible practice.

Navigating the Report

This report has been structured under the following governance principles:

1. Framework and Structure
2. An Effective Board
3. Responsible and Fair Remuneration
4. Board Accountability
5. Relationship with Shareholders

Details of Compliance with respective statutes and codes as described in the Compliance Summary at pages 79 to 83 are tabled at the end of the report.

The Board retains ultimate responsibility for the performance of the Group and remains accountable to the shareholders who entrust its leadership. In fulfilling these obligations, the Board has established seven Subcommittees, each mandated to provide focused oversight in areas requiring greater attention. The defined terms of reference for these Committees set out their respective roles and responsibilities, thereby ensuring clarity, accountability, and effective governance across the Group.

The Management Committee (MC), chaired by the Chairman and comprising the Deputy Chairman, Director/General Manager, Executive Directors and department heads, is entrusted with formulating strategy and ensuring its execution within the policy framework defined by the Board. Meeting on a weekly basis, the MC is further supported by executive committees tasked with the operational management of the Group. Regular reporting on material matters facilitates effective oversight by both the Board and the MC, reinforcing alignment, accountability and continuity in governance.

Framework and Structure

The Board is responsible for ensuring that the Company advances its strategic objectives in line with sound principles of corporate governance, thereby safeguarding its reputation, values, and assets while balancing the interests of all stakeholders. The Board exercises oversight through a comprehensive governance framework encompassing organisational structures, reporting lines, internal controls, compliance, and risk management processes. A set of internal and external steering instruments that guide accountability, integrity, and sustainable practice reinforce this framework.

Governance Steering Instruments

EXTERNAL	INTERNAL
Companies Act No. 07 of 2007	– Articles of Association
Private Medical Institutions Act No. 21 of 2006	– Board and Subcommittees Charters
Section 9 of the Listing Rules of the Colombo Stock Exchange	– Policy framework
“Corporate Governance” Continued listing requirements of the Colombo Stock Exchange	– Risk Management Framework
Integrated Reporting Framework issued by the International Integrating Reporting Council (IIRC)
GRI Standards for Sustainability reporting issued by the Global Reporting Initiative

Organisation Structure

An Effective Board

Board Composition

As at 31 March 2025, the Board comprised 15 members, with detailed profiles presented on pages 17 to 22 onwards. Of these, 11 serve as Non-Executive Directors, including five who are considered independent, bringing with them extensive professional expertise across diverse fields. The appointment of Mr Virann De Zoysa as Senior Independent Director has further reinforced the independence of the Board. This composition ensures a balanced distribution of power, mitigating the risk of undue influence by any single member or group in the decision-making process.

While three Executive Directors; Dr H K Jayantha Dharmadasa (Chairman/CEO), Mr Anisha Dharmadasa (Deputy Chairman) and Ms Givanthi Dharmadasa are related, they remain steadfast in acting in the best interests of the Group with commitment and focus. The Board’s diversity in experience, age, and expertise contributes to well-rounded deliberations, fostering independent judgment and enriching governance through varied perspectives.

Directors’ Independence

Directors actively exercise independent judgment, fostering constructive Board deliberations and ensuring objective evaluation of the Group’s performance.

Definition

The Company determines the Directors’ independence based on the criteria outlined in the Listing Rules of the Colombo Stock Exchange.

Assessment

Independent assessment of Directors is conducted annually by the Board, based on annual declarations and other information submitted by all Directors.

Outcome

The Board confirms that no relationships or circumstances arose during the period under review that could affect, or be perceived to affect, the independence of its Independent Directors. The Directors bring strong financial acumen and broad experience from leading large enterprises, while two members of the Board are qualified finance professionals.

Appointment, Re-Election and Resignation

Shareholders appoint Directors at the Annual General Meeting (AGM) through a formal process, based on recommendations made by the Board of Directors pursuant to the advice of the Nominations and Governance Committee. The Board formulates its recommendations after collectively assessing the combined skills, knowledge, experience, and diversity of the Board, as well as identifying any gaps.

In line with the Articles of Association, one-third of the Non-Executive Directors retire at each AGM. Subject to the recommendation of the Nominations and Governance Committee and the endorsement of the Board, these Directors become eligible for re-election by the shareholders. Accordingly, shareholders re-elect Directors at the AGM upon the joint recommendation of the Committee and the Board.

Appointments, Resignations, Retirements and Re-Election

• Mr D Sunil AbeyRatna resigned on 31 December 2024.
• Mr Virann De Zoysa was appointed as a director of the Company on 15 October 2024.
• Dr Chamara Bandara was appointed as a director of the Company on 13 November 2024.
• Dr Samantha Ratnayake, Professor Prasad Jayaweera and
  Mr Chamira Wijetilleke were appointed as directors of the Company on 31 December 2024.
• Mr Victor Ramanan will retire by rotation in terms of Article 74 at the forthcoming Annual General Meeting and has offered himself for re-election with the consent of the Board.
• Dr Jayantha Dharmadasa, Vidya Jyothi Professor Lal Chandrasena, Deshabandu Tilak De Zoysa, Mr Tissa K Bandaranayake and Dr Maithri Gunasekara who have exceeded the age of 70 years and being eligible for re-election in terms of Section 211 of the Companies Act No. 07 of 2007, have also offered themselves to be reappointed as Directors of the Company.

A director appointed by the Board to fill a casual vacancy that has arisen since the previous Annual General Meeting, shall offer himself for election at the next Annual General Meeting. Accordingly, Dr Chamara Bandara, Dr Samantha Ratnayake, Professor Manjula Jayaweera and Mr Chamira Wijetilleke have offered themselves for election. Appointments are communicated to the Colombo Stock Exchange and shareholders through announcements made to the CSE website and press releases and include a brief résumé of the Director.

Resignations or removal, if any, of Directors and the reasons therefore are informed promptly to the Colombo Stock Exchange together with a statement confirming whether there are any matters that need to be brought to the attention of shareholders.

Disclosures as required by Rule 9.11.6 (g) of the Listing Rules are given below;

Name of Director and nature of re-appointment	Dates of First appointment and last re-appointment	Board Committees served on
Mr Victor Ramanan Retires by rotation in terms of Art. 74 and 75	First Appointment – 24 March 2016 Last Re-appointment – 30 September 2021	None
Dr Jayantha Dharmadasa Re-appointment in terms of Sec. 211 of the Companies Act.	First Appointment – 07 January 1982 Last Re-appointment – 30 October 2024	None
Vidya Jyothi Professor Lal Chandrasena Re-appointment in terms of Sec. 211 of the Companies Act.	First Appointment – 16 October 2003 Last Re-appointment – 30 October 2024	Related Party Transactions Review Committee
Deshabandu Tilak De Zoysa Re-appointment in terms of Sec. 211 of the Companies Act.	First Appointment – 16 October 2003 Last Re-appointment – 30 October 2024	Audit Committee Related Party Transactions Review Committee
Mr Tissa K Bandaranayake Re-appointment in terms of Sec. 211 of the Companies Act.	First Appointment – 27 May 2009 Last Re-appointment – 30 October 2024	Audit Committee Related Party Transactions Review Committee
Dr Maithri Gunasekara Re-appointment in terms of Sec. 211 of the Companies Act.	First Appointment – 25 May 2022 Last Re-appointment – 30 October 2024	Nominations and Governance Committee
Dr Chamara Bandara Re-election in terms of Art. 81	First Appointment – 13 November 2024 Last Re-appointment – Nil	Audit Committee
Mr Chamira Wijetilleke Re-election in terms of Art. 81	First Appointment – 31 December 2024 Last Re-appointment – Nil	Audit Committee Related Party Transactions Review Committee
Dr Samantha Ratnayake Re-election in terms of Art. 81	First Appointment – 31 December 2024 Last Re-appointment – Nil	Nominations and Governance Committee Remuneration Committee
Professor Prasad Jayaweera Re-election in terms of Art. 81	First Appointment – 31 December 2024 Last Re-appointment – Nil	Nominations and Governance Committee

Board Responsibilities

The Board provides ethical and effective leadership to the organisation and bears ultimate responsibility for the economic, social and environmental performance of the Group. The Board determines overall strategy and oversees implementation of the same. Key responsibilities are summarised alongside.

The Directors and Key Management Personnel are indemnified by the Company in respect of liabilities incurred as a result of their office, in terms of Section 218 of the Companies Act.

The Board seeks independent professional advice from external parties when necessary, in the discharge of their duties.

2.5 Chairman/Chief Executive Officer and Senior Independent Director (SID):

The functions of the Chairman and the Chief Executive are vested in one person, namely Dr Jayantha Dharmadasa, as the Board is of the opinion that it is the most appropriate arrangement for the Group, considering,

• His exposure and immense experience in the operations of the Group which makes him the ideal CEO.
• The superior skills he possesses in mediating and communication between the Board and the Shareholders. He also acts as the main pivot of communication between the Board and the Management.

The Board provides ethical and effective leadership to the organisation and assumes ultimate responsibility for the Group’s economic, social, and environmental performance. It defines the overall strategy and oversees its implementation, with key responsibilities outlined alongside.

In accordance with Section 218 of the Companies Act, the Company indemnifies Directors and Key Management Personnel against liabilities arising from the discharge of their duties. The Board also seeks independent professional advice from external experts when necessary to support the effective execution of its responsibilities.

Key Roles and Responsibilities

Chairman/Chief Executive Officer	Senior Independent Director
Leads the Board, observing good corporate governance and ensuring that the Board acts in the best interests of the Group. Develops Group Strategy and ensures its implementation.	Supports executive leadership whilst monitoring their conduct.
Builds and maintains stakeholder trust and confidence. Establishes a Group organisational structure, appropriate for execution of strategy.	Promotes high standards of corporate governance and compliance
Ascertains views of all Directors on issues under consideration. Monitors and reports performance of the Group and its compliance with applicable laws.	Be available to shareholders for discussion of matters of their concern.
Ensures a balance of power is maintained between Executive and Non-Executive Directors (NED). Ensures proper succession planning of the corporate management team Ensures the Group operates within the approved risk appetite.	Be available to Directors for advice and material discussion.

Key Board Responsibilities

• Ensuring formulation and implementation of business strategy;
• Meeting shareholders, employees and other stakeholders’ obligations, balancing their interests in a fair manner;
• Establishing systems of risk management, internal control and compliance;
• Ensuring optimal resource allocation for sustainable value creation;
• Safeguarding assets, ensuring legitimate use;
• Presenting a balanced and understandable assessment of the Group’s position and prospects;
• Ensuring compliance with all laws, regulations and ethical requirements; and
• Ensuring succession planning and the continued ability of the Group to operate without any disruption.

Board Committees

The Board has appointed Sub-Committees to assist in the discharge of its duties and in pursuance of the Listing Rules of the Colombo Stock Exchange. Areas of overview and the composition of these committees are given below.

Board Committee	Areas of Overview	Composition	Further Information
Audit Committee	Financial Reporting Internal Controls Internal Audit External Audit	Dr Chamara Bandara – Chairman (INED) Mr Chamira Wijetilleke – Member (INED) Mr Virann De Zoysa – Member (SID) Deshabandu Tilak De Zoysa – Member (NED) Mr Tissa Bandaranayake – Member (NED)	Report of the Audit Committee at pages 90 to 91
Nominations and Governance Committee	Appointment of Key Management Personnel/Directors Succession Planning Effectiveness of the Board and its Committees	Dr Samantha Ratnayake –Chairman (INED) Professor Prasad Jayaweera – Member (INED) Dr Maithri (Maiya) Gunasekera – Member (NED)	Report of the Nominations Committee at pages 93 to 94
Remuneration Committee	Remuneration policy for Key Management Personnel Goals and targets for Key Management Personnel Performance evaluation	Mr Virann De Zoysa – Chairman (SID) Dr Samantha Ratnayake – Chairman (INED) Dr MTD Lakshan – Member (NED)	Report of the Remuneration Committee at page 89
Related Party Transactions Review Committee	Review of related party transactions	Mr Virann De Zoysa – Chairman (SID) Mr Chamira Wijetilleke – Member (INED) Mr Tissa Bandaranayake – Member (NED) Deshabandu Tilak De Zoysa – Member (NED) Vidya Jyothi Professor Lal Chandrasena – Member (ED)	Report of the Related Party Transactions Review Committee at page 92
Risk Management Committee (Voluntary Committee)	Development of contingency plans Training and professional development Information technology and cyber risks Risk mitigation, including insurance where this is cost-effective	Vidya Jyothi Professor Lal Chandrasena – Chairman (DGM/ED) Mr Anisha Dharmadasa – Member (ED) Ms Givanthi Dharmadasa – Member (ED)
Strategy, Sustainability and Innovation Committee	The Strategy, Sustainability and Innovation Committee assists the Board with its responsibilities for the organisation’s mission, Vision and strategic direction.	Dr H K Jayantha Dharmadasa – Chairman/CEO Vidya Jyothi Professor Lal Chandrasena – Member
(Voluntary Committee)	Also, the Committee assists the Board to meet its overall Responsibilities in relation to the Company’s sustainability policies and practices.	(DGM/ED) Mr Anisha Dharmadasa – Member (ED)

Meetings and Minutes

Agenda and Board papers are sent in advance of the Board meetings, giving members sufficient time to review the same. The Company Secretaries prepare the Board Agenda in consultation with the Chairman. Care is taken to ensure that the Board spends sufficient time considering matters critical to the Group’s success, as well as compliance and administrative matters.

Board meetings are held on a monthly basis with flexibility to arrange additional meetings when required. The Board met Ten times during the year. Minutes are circulated to Directors and formally approved at the subsequent Board meeting(s). Directors’ concerns regarding matters which are not resolved unanimously, are recorded in the minutes.

Attendance at Meetings

Director	Status	Board	Audit	Related Party Transactions Review	Nomination and Governance	Remuneration
Dr Jayantha Dharmadasa	EXE D	10/10	N/A	N/A	N/A	N/A
Mr Anisha Dharmadasa	EXE D	09/10	N/A	N/A	N/A	N/A
Mr Virann de Zoysa (From 15 October 2024)	SID	02/04	1/2	1/1	N/A	1/1
Vidya Jyothi Professor Lal Chandrasena	EXE D	10/10	N/A	3/4	N/A	N/A
Deshabandu Tilak de Zoysa	NED	10/10	7/8	3/4	N/A	N/A
Mr Tissa Bandaranayake	NED	09/10	8/8	4/4	N/A	N/A
Ms Givanthi Dharmadasa	EXE D	10/10	N/A	N/A	N/A	N/A
Mr Victor Ramanan	NED	07/10	N/A	N/A	N/A	N/A
Dr Maithri Gunasekera	NED	08/10	N/A	N/A	1/1	N/A
Dr Mohan Rajakaruna	NED	09/10	N/A	N/A	N/A	N/A
Dr MTD Lakshan	NED	08/10	N/A	N/A	N/A	1/1
Dr Chamara Bandara (From 13 November 2024)	INED	03/04	01/02	N/A	N/A	N/A
Mr Chamira Wijetilleke (From 31 Decmber 2024)	INED	03/03	02/02	1/1	N/A	N/A
Dr Samantha Ratnayake (From 31 Decmber 2024)	INED	03/03	N/A	N/A	1/1	1/1
Professor Prasad Jayaweera (From 31 Decmber 2024)	INED	02/03	N/A	N/A	1/1	N/A
Mr Sunil AbeyRatna (Until 31 Decmber 2024)	NED	07/07	6/6	3/3	N/A	N/A

EXED – Executive Director NED – Non-Executive Director

INED – Independent NED SID – Senior Independent Director

Other Business Commitments/Directors Interests/Conflicts of Interest

All Directors allocate sufficient time from their schedule to enable them to discharge their duties and responsibilities. Directors declare their business interests at the time of their appointment and annually thereafter.

Details are maintained in a Register by the Company Secretaries and are available for inspection in terms of the Companies Act. Directors excuse themselves from meeting(s) when the Board considers any matters in which a conflict may arise, thereby abstaining from participation and voting.

Related Party Transactions

The Related Party Transactions Review Committee considers all transactions that require approval in compliance with regulations. Related party transactions are disclosed in Note 38 to the financial statements at page 162 to 164.

Company Secretaries

Secretarial services to the Board are provided by C G Corporate Consultants (Private) Limited. The Company Secretaries guide the Board on discharging their duties and responsibilities and keep members abreast of relevant changes in legislation and compliance with the continuing Listing Rules of the Colombo Stock Exchange. All Directors have access to the advice and services of the Company Secretaries, as necessary.

Induction and Training for Directors

Upon appointment, Directors are provided with an orientation pack with all relevant external and internal regulatory documents and a tour of the hospital premises.

The Board of Directors recognise the need for continuous training and expansion of knowledge and skills required to effectively perform their duties. They also undertake training and professional development in their personal capacity as they consider necessary.

Board Access to Information and Resources

Directors have unrestricted access to management and information of the organisation to clarify matters in the effective discharge of their duties and responsibilities. Regular presentations by the Executive Management on matters including progress in implementation of the strategic goals, financial, social and environmental performance, compliance, risk management, changes and challenges presented by the operating environment, to ensure that the Board is apprised of developments impacting the Group.

Access to independent professional advice is coordinated through the Company Secretaries and is available to Directors at Group’s expense.

Executive Committees

These committees meet monthly and are responsible for delivering strategic goals. These cross functional teams are managed through delegation and reporting obligations and are key to enhancing employee engagement and empowerment.

Board Appraisal

The Board’s performance is assessed annually against pre-set targets relating to self-evaluation of individual performance and collective performance of the Board as a whole through the Nominations and Governance Committee.

Policies

In accordance with Rule 9.2.1 of the Colombo Stock Exchange, the Company established and maintains the following policies and published on the Company website;

• (1) Policy on matters relating to the Board of Directors
• (2) Policy on Board Committees
• (3) Policy on Corporate Governance, Nominations and Re-election
• (4) Policy on Remuneration
• (5) Policy on Internal Code of Business conduct and Ethics for all Directors and employees, including policies on trading in the Entity’s listed securities
• (6) Policy on Risk Management and Internal Controls
• (7) Policy on Relations with Shareholders and Investors
• (8) Policy on Environmental, Social and Governance Sustainability
• (9) Policy on Control and Management of Company Assets and Shareholder Investments
• (10) Policy on Corporate Disclosures
• (11) Policy on Whistleblowing
• (12) Policy on Anti-Bribery and Corruption

Responsible and Fair Remuneration

Remuneration Policy

The Nawaloka Group Remuneration Policy seeks to motivate and reward performance while meeting regulatory requirements, market expectations and corporate values. The Remuneration Committee (RC) consisting of three Independent Non Executive Directors is responsible for making recommendations to the Board regarding the remuneration of the Executive Directors within agreed terms of reference and in accordance with the remuneration policies of the Company.

The Board as a whole determines the remuneration of the NED’s who receive a fee for being a Director of the Board. Services of HR professionals are sought when required by the Board and Remuneration Committee in discharging their responsibilities.

Remuneration of Executive Directors comprises two components, fixed remuneration and variable remuneration comprising an annual performance bonus. No special early termination clauses are included in the contract of employment of Executive Directors that would entitle them to extra compensation. However, such compensation, if any, would be determined by the Board of Directors.

Level and Make Up of Remuneration

The Remuneration packages of Executive Directors are designed to attract eminent professionals as Directors with the requisite skills and experience. Remuneration is structured taking into consideration performance and risk factors entailed in the job and aligned to corporate and individual performance.

Remuneration of Executive Directors comprises two components, fixed remuneration and variable remuneration comprising an annual performance bonus. No special early termination clauses are included in the contract of employment of Executive Directors that would entitle them to extra compensation. However, such compensation, if any, would be determined by the Board of Directors.

Please refer page 162 – Notes to Financial Statements for the total Directors’ Remuneration.

Board Accountability

Compliance

Directors remain conscious of their duty to comply with laws, regulations, regulatory guidelines, internal controls, and approved policies. The Group complies with all applicable legal and statutory requirements.

Risk Management and Internal control

The Board is responsible for formulating and implementing effective risk management and internal control systems to safeguard shareholder interests and the assets of the Company. These systems cover all controls, including financial, operational and compliance and are monitored and regularly reviewed for effectiveness by the Board. The Internal Audit Department supports the Audit Committee, reviewing the adequacy and effectiveness of the internal control systems and reporting to the Audit Committee on a regular basis.

Role of Risk Committee

The purpose of the Risk Management Committee of Nawaloka Hospital is to assist the Board of Directors in the effective discharge of its primary responsibilities of identifying principal risks and implementing appropriate systems and risk assessments processes to manage such risks.

Accountability and Audit

The Company makes every effort to present the Annual Report, Quarterly Financial Statements, and other price-sensitive public reports with a balanced and transparent assessment of the Group’s financial position, performance, and prospects, while ensuring compliance with applicable legal and regulatory requirements as well as voluntary codes and frameworks it has adopted. This Annual Report discusses the Group’s position and prospects in detail in the sections that follow.

• Chairman’s Message – pages 11 to 12
• Director/General Manager’s Review – pages 15 to 16
• Managing Risk – at pages 66 to 69

The following reports provide further information:

• The Directors’ Report on pages 84 to 88 (including the declaration that the Company is a going concern)
• The Statement of Directors’ Responsibilities on page 95
• Report of the Auditors on page 100 to 103

External Auditor

The Audit Committee (AC) recommends to the Board the appointment, re-appointment, or removal of the External Auditor in line with professional and ethical standards, as well as legislative and regulatory requirements. It monitors and reviews the External Auditor’s independence, objectivity, and the effectiveness of the audit process, taking into account all relevant professional, legislative, and regulatory standards.

When assigning non-audit services, the AC ensures that the External Auditor possesses the required skills and experience, and it safeguards the Auditor’s independence and objectivity in discharging his duties and responsibilities.

On the recommendation of the Board, the shareholders approved the reappointment of Messrs. KPMG (Chartered Accountants) as the External Auditors for 2024/2025 at the last AGM. In compliance with Section 163(3) of the Companies Act No. 07 of 2007, the External Auditors submit a statement annually confirming their independence in relation to the external audit.

Major or Material Transactions

During the year, there were no major transactions as defined in Section 185 of the Companies Act No. 07 of 2007 which materially affected the net asset base of the Company.

Code of Conduct and Ethics

The Group is committed to conducting its business operations with honesty, integrity and with respect to the rights and interests of all stakeholders. The Group’s Code of Conduct and Ethics articulates the standards of conduct expected of employees. Key topics covered are given alongside. The Board is not aware of any material violations of any of the provisions of the Code of Conduct by any Director or employee of the Group.

• Integrity
• Objectivity
• Professional competence and due care
• Confidentiality
• Fair dealing
• Encourage the reporting of any illegal or unethical behaviour
• Conflict of Interest
• Bribery and corruption
• Entertainment and gifts
• Integrity of financial statements
• Corporate opportunities
• Protection and proper use of the Company assets
• Compliance with rules and regulations

Clinical Governance

The Group is committed to the continuous improvement in the quality of services and safe-guarding high standards of patient care. As such, the Group invests in technology and training, automation and streamlining processes to comply with the International Patient Safety Goals, as detailed in pages 37 to 43. The Quality Improvement and Patient Safety Committee monitors performance and ensures compliance with the Goals.

Quality Improvement and Patient Safety Committee

Nawaloka pursues an ongoing process of enhancing customer service quality. The Quality Improvement and Patient Safety Committee, which functions as a subcommittee reporting to the Director/General Manager, reviews quality-related data on a regular basis. The numerous accolades received for excellence in quality stand as a strong testament to this unwavering commitment:

• The first Hospital in Sri Lanka to be awarded the ISO 9001: 2008 Sri Lanka Quality Award and the National Business Excellence Award
• ISO 9001: 2015 Certification (Awarded 2016)
• National Productivity Award for 2015
• National Business Excellence Gold Award in Healthcare Sector for 2018
• The Nawaloka laboratory is accredited and certified for PHSR certificate for 2019
• JCI Standards in 2019

Digital Governance

Smart technology has transformed the healthcare industry in recent years. Nawaloka Hospitals has invested in advanced systems to enhance customer experience, improve operational efficiency, and reduce costs. In response, the Board has made IT governance a key strategic priority.

Relations with Shareholders

The Board remains conscious of its responsibilities towards stakeholders and is committed to fair disclosure, with emphasis on integrity, timeliness and relevance of the information provided.

Communication with Shareholders

The Company engages shareholders through multiple communication channels, including the Annual General Meeting (AGM), the Annual Report, interim financial statements, a dedicated investor relations page on the corporate website, and announcements of key events on the CSE website.

Shareholders may also raise questions, provide comments, and make suggestions to the Board through the Company Secretaries and Registrars, whose contact details appear on inner back cover of this report and on the Investor Relations page of the website. The Company refers all significant shareholder issues and concerns to the Board of Directors, together with the views of Management.

Constructive use of Annual General Meeting (AGM)

The Annual General Meeting (AGM) serves as the primary forum for the Board to engage with shareholders, demonstrate accountability, and hear shareholder views. The Company circulates the Notice of Meeting, the Annual Report, Audited Accounts, and any proposed resolutions with the relevant information at least 21 days in advance, enabling shareholders to review and prepare. Shareholders are encouraged to participate, exercise their voting rights, and voice their perspectives. Each item of business is presented as a separate resolution, and the Company provides voting procedures in advance while maintaining an effective mechanism to record and count all
proxy votes.

At the AGM, the Board presents an update on the Group’s performance, and shareholders have the opportunity to ask questions and vote on resolutions. The Chairman, members of the Board; including Committee Chairmen when requested, and the External Auditors attend the meeting and remain available to respond to queries. The Company records all shareholder concerns in the minutes and addresses them systematically. The Board reviews these minutes to ensure that shareholder issues are resolved in a timely and transparent manner.

Corporate Governance

The company has taken into account the corporate governance rules applicable to listed entities, which are enumerated in Section 9 of the Listing Rules of the Colombo Stock Exchange (CSE).

Section 9 of the Listing Rules of the Colombo Stock Exchange – “Corporate Governance” sets out the Corporate Governance requirements of listed companies.

The Directors hereby confirm that the Company complied with the said section of the Listing Rules as at 31 March 2025.

Company’s adherence to the Corporate Governance Rules as required by Section 9 of the Listing Rules of the CSE:

	CSE Rule	Status of Compliance	Details/Reference
9.1	Applicability of Corporate Governance Rules
9.1.3	A statement confirming compliance with Corporate Governance Rules	Compliant	Corporate Governance Report
9.2	Policies
9.2.1/ 9.2.2/ 9.2.3/ 9.2.4	Requirement pertaining to establishment and disclosure of policies set out in the listing rules.	Compliant	Corporate Governance Report
9.3	Board Committees
9.3.1	Ensuring that the following Board committees are established and are functioning effectively. (a) Nominations and Governance Committee (b) Remuneration Committee (c) Audit Committee (d) Related Party Transactions Review Committee	Compliant	Corporate Governance Report
9.3.2	Comply with the composition, responsibilities and disclosures required in respect of the above Board committees as set out in CSE Rules.	Compliant	–
9.3.3	The Chairperson of the Board of Directors shall not be the Chairperson of the Board Committees referred to in Rule 9.3.1 above.	Compliant	–
9.4 Adherence to principles of democracy in the adoption of meeting procedures and the conduct of all General Meetings with shareholders
9.4.1	Maintain records of all resolutions and specified information pertaining to the resolutions considered at any General Meetings.	Compliant	The Company Secretaries maintain records of all resolutions and requisite information.
9.4.2 a)/b)/ c)/d)	Communication and relations with shareholders and investors	Compliant	The Company has established and maintains a policy on Shareholder Communication and Relations
9.5	Policy on matters relating to the Board of Directors
9.5.1	Establish and maintain a formal policy governing matters relating to the Board of Directors	Compliant	–
9.5.2	Confirm compliance with the requirements of the policy referred to in Rule 9.5.1 in the Annual Report	Compliant	–
9.6	Chairperson and CEO
9.6.1	The Chairperson shall be a Non-Executive Director and the positions of the Chairperson and CEO shall not be held by the same individual, unless otherwise a SID is appointed by such Entity.	Compliant	SID has been appointed.
9.6.2	Where the Chairperson of a Listed Entity is an Executive Director and/or the positions of the Chairperson and CEO are held by the same individual, such Entity shall make a Market Announcement	Compliant	–
9.6.3 a)/b)/c)/d)	Requirement pertaining to Senior Independent Director (SID)	Compliant	Mr Virann de Zoysa was appointed as SID
9.6.3 e)	A signed explanatory disclosure by SID demonstrating the effectiveness of duties of the SID.	Compliant	A report from SID is included.
9.6.4	Explanation for non-compliance with Rule 9.6.1 in the Annual Report.	N/A
9.7	Fitness of Directors and CEOs
9.7.1/ 9.7.2/ 9.7.3/ 9.7.4/ 9.7.5	Requirement to meet the fit and proper criteria stipulated by the CSE Listing Rules and disclosure in Annual Report	Compliant	Annual Report of the Board of Directors pages 84 to 88
9.8	Board Composition
9.8.1 9.8.2	Requirement pertaining minimum number of Directors and Independent Directors	Compliant	The Board comprises 15 Directors of whom 5 are independent.
9.8.3	Conformity to the criteria set by CSE on determining the independence of the Directors	Compliant	–
9.8.5 a)/b)/c)	Requirement pertaining to self-declarations annual determination of independence and market announcement in the event of the impairment of the independence.	Complaint	–
9.9	Alternate Directors
9.9 a)/b)/ c)/d)/e)	Non executive directors shall be appointed as alternate directors in exceptional circumstances and for a maximum period of one (1) year from the date of appointment	N/A
9.10	Disclosures relating to Directors
9.10.1 9.10.2 9.10.3	Requirement pertaining to the disclosure of the Directors	Compliant	–
9.10.4	Disclosure of details pertaining to Directors in the Annual Report	Compliant	Directors’ Profile page number 17 to 22
9.11	Nominations and Governance Committee
9.11.1/ 9.11.2/ 9.11.3	Existence of Nominations and Governance Committee, formal procedure for appointment and re-election of new Directors and written terms of reference of Nomination Committee	Compliant	Nominations and Governance Committee Report on pages 93 to 94
9.11.4	Composition of Nomination and Governance Committee members and appointment of its chairperson	Compliant
9.11.5	The Committee functions are in accordance with the set criteria as per the CSE Listing Rules	Compliant
9.11.6	Annual Report contains a report of the Nominations and Governance Committee signed by its Chairperson.	Compliant	Nominations and Governance Committee Report on pages 93 to 94
9.12	Remuneration Committee
9.12.2	A Remuneration Committee shall be established that conforms to the requirements	Compliant	Remuneration Committee Report on page 89
9.12.3/9.12.4	CSE Listing requirement pertaining to remuneration of the Directors.	Compliant
9.12.5	Remuneration Committee shall have a written terms of reference.	Compliant
9.12.6	Composition of the Remuneration Committee	Compliant
9.12.6 (3)	Remuneration Committee chaired by an Independent Director.	Compliant
9.12.7	Remuneration Committee – Functions	Compliant
9.12.8 (a)	Disclosure of Chairperson and members of the Remuneration Committee in the Annual Report.	Compliant
9.12.8 (b)	A statement regarding the remuneration policy	Compliant	Remuneration Committee Report on page 89
9.12.8 (c)	Disclosure of the aggregate remuneration of the Executive and Non-Executive Directors.	Compliant	Note 38.1 of Notes to the financial statements on page 162
9.13	Audit Committee
9.13.1	Entities who do not maintain separate Committees to perform the Audit and Risk Functions, the Audit Committee (AC) shall additionally perform the Risk Functions.	Compliant	–
9.13.2	The Audit Committee shall have written terms of reference.	Compliant	Audit Committee Report on pages 90 to 91
9.13.3	Composition of the Audit Committee
(1)	Composition of the Independent Directors of the Audit Committee	Compliant
(2)	Quorum comprising majority of Independent Directors	Compliant
(3)	Minimum number of meetings and quarterly meetings prior to releasing the quarterly financial statements.	Compliant
(4)	If both, the Parent Company and the subsidiary are “Listed Entities”, the Audit Committee of the Parent Company may function as the Audit Committee of the subsidiary.	N/A
(5)	An Independent Director being Chairperson of the Audit Committee	Compliant	Audit Committee Report on pages 90 to 91
(6)	Attendance of CEO and CFO at the Audit Committee meetings by invitation	Compliant – Deputy Chairman and CFO attend	Audit Committee Report on pages 90 to 91
(7)	The Chairperson of the Audit Committee shall be a Member of a recognised professional accounting body.	Compliant	Audit Committee Report on pages 90 to 91
9.13.4	Functions of the Audit Committee
(1)	Functions of the Audit Committee as set out in CSE Listing Rules	Effective from 01/10/2024	Audit Committee Report pages 90 to 91
9.13.5	Disclosures (AC) in the Annual Report
	Disclosure of stipulated information in the Audit Committee report included in the Annual Report	Compliant	Audit Committee Report pages 90 to 91
9.14	Related Party Transactions Review Committee (RPTRC)
9.14.1	Listed Entities shall have a Related Party Transactions Review Committee.	Compliant
9.14.2	Composition of RPTRC
(1)	Composition of the independent directors and chairperson being an Independent Director.	Compliant	RPTRC report on page 92
(2)	If both parent and subsidiary are Listed Entities, the RPTRC of the parent company may function as the RPTRC of the subsidiary.	N/A
9.14.3	Functions of RPTRC
	Functions of the RPTRC as set out in CSE Listing Rules	Compliant
9.14.4	General Requirements of RPTRC
(1)	General requirements stipulated in CSE Listing Rules (1) to (4)	Compliant
9.14.5	Review of RPTs by the RPTRC
	Requirement pertaining to review of Related Party Transactions by RPTRC set out by CSE Listing Rules	Compliant
9.14.6	Shareholder Approval
	Requirement pertaining to shareholder approval set out by CSE Listing Rules.	Compliant
9.14.7	Immediate Disclosures
	Immediate Market Announcement to the Exchange as set out by CSE Listing Rules	Compliant
9.14.8	Disclosures in the Annual Report
(1)/(2)	Disclosure of RPTs details in the Annual Report.	Compliant	Notes to the Financial Statements Note 38.2
(3)	Related Party Transactions Review Committee Report in the Annual Report	Compliant	RPTRC Report on page 92
(4)	A declaration by the Board of Directors in the Annual Report confirming that RPT Rules are complied with.	Compliant	Corporate Governance Report
9.14.9	Shareholder approval and competent independent advice on acquisition and disposal of assets from/to related parties	N/A
9.16	Additional Disclosures
	Additional Disclosures by the Board of Directors in the Annual Report	Compliant	Statement of Directors’ Responsibility page 95