INTRODUCTION

The Related Party Transactions Review Committee was formed by the Board as a Board Committee.

COMPOSITION OF THE COMMITTEE

The Committee comprised of two Independent Non-Executive Directors and a Non-Executive Director during the period. The composition of the Committee fulfilled the requirements of the Listing Rules Section 9.14 of the Colombo Stock Exchange, throughout the financial year. The composition of the Related Party Transactions Review Committee is given below.

Members of the Related Party Transactions Review Committee are as follows.

Mr Shrihan B Perera – (Chairman) – (IND/NED)

Mr Ajit Gunewardene – (IND/NED)

Mr Kit Vai Tou – (NED)

IND/NED – Independent Non-Executive Director
NED – Non-Executive Director
(Refer to Board of Directors for a brief profile of each Directors).

Terms Of Reference

The Related Party Transactions Review Committee has terms of reference, dealing with its authority and duties. The terms of reference covers aspects relating to matters prescribed in the Listing Rules of the Colombo Stock Exchange. Terms of reference of the Committee include the following:

• Review in advance all proposed Related Party Transactions of the Company except those explicitly exempted by the Code.
• Determine whether Related Party Transactions that are to be entered into by the Company require the approval of the Board or shareholders of the Company.
• 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 in its ongoing dealings with the relevant related party. Thereafter, the Committee, on an annual basis, shall review and assess ongoing relationships with the related party to determine whether they are in compliance with the Committee’s guidelines and that the Related Party Transaction remains appropriate.
• If required, the Related Party Transactions Review Committee should obtain ‘competent independent advice’ from independent professional experts with regard to the value of the substantial assets of the Related Party Transaction under consideration.

Policies and Procedures

The members of the Board of Directors of the Company have been identified as Key Management Personnel. In accordance with the Related Party Transaction policy, the declarations are obtained from each Key Management Personnel of the Company for the purpose of identifying parties related to them. Based on the information furnished in these declarations, the Company retrieves data on related party transactions from the database of the Company.

Meetings

The Committee met on four occasions during the financial year 2024/25 and the members’ attendance record is set out in the Conformance Report given below:

Director	22 May 2024	15 August 2024	08 November 2024	20 February 2025
Mr Shrihan B Perera
Mr Ajit Gunewardene
Mr Kit Vai Tou

Related Party Transactions During the Year

The activities and observations of the Committee are communicated to the Board. During the year, there were no non-recurrent or recurrent Related Party Transactions that exceeded the respective thresholds mentioned in the Listing Rules. Details of other Related Party Transactions entered in to by the Company during the year is disclosed in Note 35 to the Financial Statements.

Committee Evaluation

The annual evaluation of the Committee was conducted by the Board during the year and the review concluded that the Committee continues to operate effectively.

Declaration

Related Party Transaction Review Committee has reviewed all the Related Party Transactions during the financial year at the quarterly meetings and communicated the comments/observations to the Board of Directors. The Board of Directors confirm that the Company has complied with the requirements of Section 9 of the Listing Rules of the Colombo Stock Exchange and the Code of Best Practice on Related Party Transactions (2013), issued by the Securities and Exchange Commission of Sri Lanka.

Further, no Director or close family member has any material business relationships with the Company or with other Directors of the Company. The activities and views of the Committee are communicated to the Board of Directors, through verbal briefings and by tabling the minutes of the Committee meetings.

 

Mr Shrihan B Perera
Chairman
FCMA (UK), CGMA, BSc M. Eng UOM
Chairman of the Related Party Transactions Review Committee

5 June 2025