The Objective

The Related Party Transactions Review Committee (RPTRC) takes into account the interests of shareholders as a whole when the Company enters into Related Party Transactions. Further, the Committee takes certain measures to prevent Directors, Chief Executive Officer or substantial shareholders taking advantage of their positions.

Composition of the Committee

The RPTRC of the Company comprises the following members:

Name of member	Executive	Non-Executive	Independent
Mr Virann De Zoysa (Chairman)
Mr Chamira Wijetilleke
Mr Tissa Bandaranayake			Until 31 December 2024
Deshabandu Tilak De Zoysa
Vidya Jyothi Professor Lal Chandrasena

Changes to the composition of the Audit Committee during the financial year 2024/25;

• Mr Tissa Bandaranayake resigned as Chairman of the Committee w.e.f 31 December 2024
• Mr D Sunil AbeyRatna resigned as Director of the Company and accordingly as member of the Committee w.e.f
  31 December 2024
• Mr Virann De Zoysa was appointed as Chairman of the Committee w.e.f 31 December 2024
• Mr Chamira Wijetilleke was appointed as member w.e.f
  31 December 2024

The Company Secretary functions as the Secretary of the Committee.

Procedure of the Committee

The RPTRC was formed to assist the Board in reviewing all related party transactions (RPT) carried out by the Group. It has adopted the requirements of the Listing Rules on related party transactions, as issued by the CSE.

The mandate of the Committee includes inter alia the following:

• Ensuring that the Company identifies and maintains a list of its related parties kept duly updated at all times, consistent with the definition of related parties as detailed in the CSE Regulations. To facilitate this process, in accordance with the Related Party Transaction Policy, declarations are obtained from all Key Management Personnel of the Company for the purpose of identifying related parties.
• Review in advance all proposed related party transactions of the Company except those explicitly exempted by the Code.
• Updating the Board of Directors on the RPT with each of the related parties of the Group which exceed the threshold values requiring urgent and specific actions by the Company.
• Making immediate market disclosures on applicable RPT, as required by Section 9 of the Continuing Listing requirements of the CSE.
• Making appropriate disclosures on RPT in the Annual Report, as required by Section 9 of the Continuing Listing Requirements of the CSE as well as the Sri Lanka Accounting Standards.

The Committee in discharging its functions primarily relied on processes that were validated from time to time and periodic reporting by the relevant entities and Key Management Personnel (KMP) with a view to ensuring that:

• – there is compliance with “The Code” and the Listing Rules of the CSE;
• – shareholder interests are protected, and;
• – fairness and transparency are maintained.

Meetings

The RPTRC held Four (4) meetings during the year under review. The attendance of members at these meetings is given below:

Name of member	Number of meetings attended out of 4
Mr Virann De Zoysa (Chairman) – Appointed w.e.f 31 December 2024	1/4
Mr Chamira Wijetilleke – Appointed w.e.f 31 December 2024	1/4
Mr Tissa Bandaranayake	4/4
Deshabandu Tilak De Zoysa	3/4
Vidya Jyothi Professor Lal Chandrasena	3/4
Mr D Sunil AbeyRatna (Resigned on 31 December 2024)	3/4

Disclosures in Terms of the Listing Rules

As required by Rule 9.14.8 (3) of the Listing Rules of the Colombo Stock Exchange, all related party transactions which took place during the financial year 2024/25 were reviewed by the members of the Committee at the Committee meetings held and the Committee is of the opinion that the transactions are on normal commercial terms, and are not prejudicial to the interests of the entity and its minority shareholders. The Committee examines the fairness and transparency in all related party transactions entered into by the Company with related parties. The proceedings of the RPTRC are regularly reported to the Board of Directors.

The recurrent and non-recurrent related party transactions for the year ended 31 March 2025 are disclosed in Note 38.2. to the Financial Statements as required by Rule 9.14.8 (1) and (2).

Mr Virann De Zoysa
Chairman

04 September 2025