Governance
Report of the Related Party Transactions Review Committee
Objective
The objective of the Committee is to provide oversight on behalf of the Board of Directors to ensure compliance with the Code on Related Party Transactions issued by the Securities and Exchange Commission of Sri Lanka (“the Code”) and the Listing Rules of the Colombo Stock Exchange (CSE).
Composition of the Committee
The Committee functions as the Related Party Transaction Review Committee (“RPTRC” or “the Committee”) for the SLT Group.
The RPTRC of Sri Lanka Telecom PLC (“SLT” or “the Company”) is appointed by the Board of Directors and comprises five members, the majority of whom are Independent Non-Executive Directors.
Mr Dilip Silva, who was appointed as a member of the committee on 21 March 2025 ceased to be a member of the committee effective 5 October 2025 upon resignation from the Board.
Mr Nihal Fonseka was appointed to the Committee with effect from 26 June 2025 in place of Mr V U Kumar who stepped down as a member on 09 May 2025.
Mr Raghvendra Madhav was appointed in place of Mr Suren Amarasekera who stepped down as the Chairman and member of the RPTRC with effect from 13 November 2025 Mr A N Hapugala was appointed with effect from 13 November 2025 in place of Mr Dilip Silva.
Mr Raghvendra was elected as the Chairman of RPTRC effective 13 November 2025.
The current members of the RPTRC are set out in the following table.
| Name | Directorship Status | Membership Status | Date Appointed to the Committee |
|---|---|---|---|
| Mr Raghvendra Madhav | Independent Non-Executive Director |
Chairman | 13 November 2025 |
| Mr Chandrasiri Kalupahana | Independent Non-Executive Director |
Member | 13 November 2024 |
| Mr Nihal Fonseka | Independent Non-Executive Director |
Member | 26 June 2025 |
| Mr A N Hapugala | Non-Independent Non-Executive Director |
Member | 13 November 2025 |
The Company Secretary serves as the Secretary of the Committee.
Meetings of the Committee
The Committee held four meetings during the financial year 2025. Attendance details are provided in the Governance Report on page 167. The Chief Financial Officer attended the meetings by invitation.
The activities and recommendations of the Committee were communicated to the Board of Directors through verbal briefings and by presenting the minutes of the Committee’s meetings.
Policies and Procedures
The members of the Board of Directors of the Company and the Senior Management have been identified as Key Management Personnel. In accordance with the Related Party Transaction Policy, declarations are obtained from each Key Management Personnel every quarter to identify related parties. Based on the information provided in these declarations, the Company retrieves data on related party transactions from its database.
Activities During 2025
The Committee reviewed the recurrent Related Party Transactions (RPTs) entered into by the Company at the end of each quarter, along with the Affirmative Statements issued by the Chief Financial Officer. These statements reassured that all transactions conducted during the quarters were recurrent, entered into on an arm’s length basis, and did not involve any favourable terms for related parties. Additionally, it was confirmed that no non-recurrent transactions took place during the period under review.
The Committee observed that the recurrent and non-recurrent transactions during the period ending 31 December 2025 did not require shareholder approval or immediate market disclosure under the Listing Rules.
Details of other related party transactions entered into by the Company during the financial year are disclosed in Note 38 of the Financial Statements.
Declaration by the Board
A declaration is included in the Annual Report of the Board of Directors on pages 191 to 197, stating that no related party transaction falling within the scope of Rule 9.3.2 of the Listing Rules of the CSE was entered into by the Company duringthe year.
On behalf of the Related Party Transactions Review Committee
Raghvendra Madhav
Chairman
14 May 2026