Annual Report FY 2024-2025

Annual RepoJ 2024 - 2025

PGP Glass Ceylon PLC

C O N T E N T S

The Board of Directors

Mr. Vijay Shah - Chairman

Mr. Sanjay Jain - Executive Director & COO (Up to 31.03.2025) Mr. Samit Datta - Executive Director & COO (w.e.f 01.04.2025) Mr. Sanjay Tiwari

Mr. Mayura Fernando (w.e.f 25.04.2024) Mrs. Aruni Goonetilleke (w.e.f 25.04.2024)

Audit Committee

Mr. Mayura Fernando - Chairman Mrs. Aruni Goonetilleke

Mr. Sanjay Tiwari

Remuneration Committee

Mrs. Aruni Goonetilleke - (Chairperson) Mr. Mayura Fernando

Mr. Vijay Shah

Related Party Transactions Review Committee

Mr. Mayura Fernando - Chairman Mrs. Aruni Goonetilleke

Mr. Sanjay Tiwari

Mr. Sanjay Jain (Up to 31.03.2025) Mr. Samit Datta (w.e.f 01.04.2025)

Nomination and Governance Commite (w.e.f 25.04.2024)

Mrs. Aruni Goonetilleke - (Chairperson) Mr. Mayura Fernando

Mr. Vijay Shah

Senior Management Team

Mr. Sanjay Jain - Executive Director & COO (Up to 31.03.2025) Mr. Samit Datta - Executive Director & COO (w.e.f 01.04.2025) Mr. Arun Khedwal - Genaral Manager and Head of Operations Mr. Palitha Piyanandana - Head of Supply Chain

Mrs. Niloni Boteju - Financial Controller

Mr. Thushara Deshapriya - Head of Domestic Marketing Mr. Damitha Dasanayake - Head of Export Marketing Mr. A.K.M. Fowzin - Head of Human Resources

Company Registration Number

PQ 190

Registered Office

148, Maligawa Road, Borupana, Ratmalana Telephone: +94 112 635 481-83/ +94 117 800 200

Fax:+94 112 635 484

E-mail: pgp.info@pgpfirst.com Web: https://www.pgpglassceylon.com

Factory

Wagawatte Road, Poruwadanda, Horana. Telephone: +94 344 938 965-67/ +94 347 800 200

Fax:+94 342 258 120

Madampe Road,Pahala Walahapitiya,Nattandiya Telephone: +94 327 800 200 - 4

Fax:+94 322 255 193

Statutory Auditors Messrs. KPMG Chartered Accountants

32 A, Sir Mohamed Macan Markar Mawatha, Colombo 03.

Internal Auditors

Messrs. Ernst & Young Consulting Services (Pvt) Ltd Rotunda Towers,

No. 109, Galle Road, Colombo 03.

Bankers

Citi Bank, N.A

Commercial Bank of Ceylon PLC People's Bank

Standard Chartered Bank Hatton National Bank PLC DFCC Bank PLC

State Bank of India

Company Secretary and Senior Manager Legal Mrs. Sagarika Weeraparackrama (Attorney-at-Law) 148, Maligawa Road, Borupana, Ratmalana Telephone: +94 117800604

Registrars

Messrs. Central Depository Systems (Pvt) Ltd Ground Floor, M & M Center, 341/5, Kotte Road, Rajagiriya.

Telephone: +94 112356444, +94 112356456

Fax:+94 112440396

Investor Relations

Mrs. Niloni Boteju - Financial Controller 148, Maligawa Road, Borupana, Ratmalana Telephone: +94 117 800 615

Legal Advisors

Messrs. FJ&G de Saram

216, De Saram Place, Colombo 10

Telephone: +94 114 718 200

user industries which impacted overall volumes and production schedules.

While these fiscal measures are necessary for long term economic stability, they have reduced disposable income, particularly for middle and lower income households, leading to broader challenges in domestic consumption.

Our Response and Business Performance

Despite these headwinds, your company responded with agility, discipline, and focused execution, delivering a strong financial performance in the financial year ending 31 March 2025 (F25)

Dear Shareholders,

It is with great honour and appreciation that I welcome you to the 70th Annual General Meeting of PGP Glass Ceylon PLC. On behalf of the Board of Directors, I extend our heartfelt gratitude to you, our valued shareholders for your enduring trust, encouragement, and confidence in our strategic direction.

Celebrating Seven Decades of Excellence

This AGM marks a momentous milestone in our journey. Seventy years of operations stand as a testament to our heritage, resilience, and the unwavering commitment of generations of employees, customers, and stakeholders who have helped shape the growth trajectory of PGP Glass Ceylon PLC .

Macroeconomic Landscape and Operating Context

During the year under review, early signs of macroeconomic stabilization began to emerge. Improvements in the availability of raw materials and energy, moderation in inflation, and a modest appreciation of the Sri Lankan Rupee brought some relief. These developments occurred alongside structural reforms under the International Monetary Fund (IMF) programme.

However, the impact of the Social Security Contribution Levy (SSCL) and a significant increase in Advance Personal Income Tax (APIT) taxation exerted further pressure on consumer sentiment. For our company, this translated into a noticeable contraction in demand from the beverages sector, one of our core end

• Revenue increased by 9.6% to Rs. 19.53 Bn, compared to Rs. 17.82 Bn in the prior year.

• Profit After Tax rose significantly to Rs. 4.16 Bn, up from Rs. 2.94 Bn in F 24, driven by prudent cost controls and strong export contributions.

• Domestic sales grew 7% to Rs. 12.81 Bn, despite the soft consumer environment.

• Export revenue surged by 14% to Rs. 6.72 Bn, supported by sustained demand across established geographies and increased premium exports to the United States.

• We also commissioned a raw material crushing plant at Horana as part of our backward integration efforts, which is now fully operational.

  These results reflect more than just financial achievement they underscore our team's commitment, deep market insight, and ability to adapt to changing macroeconomic realities.

  Dividend Declaration and Shareholder Value

  Staying true to our philosophy of rewarding shareholders while maintaining prudent capital reserves, the Board of Directors declared an interim dividend of Rs. 0.80 per share during the year. We have also recommended a final dividend of Rs. 2.26 per share, subject to your approval at this AGM.

  We believe that consistent shareholder returns are a key barometer of our performance, and we remain committed to delivering longterm value to those who believe in our vision.

  Strategic Priorities: Looking Ahead

  Looking forward, we remain mindful of the challenges ahead. Domestic demand, particularly in the alco-beverage segment continues to be unpredictable. We are therefore accelerating efforts to reposition exports not just as a short term hedge, but as a sustainable growth driver.

  CHAIRMAN' S Statement

  Our strategic priorities for the coming year include:

• Expanding Export Markets: We aim to strengthen our presence in both existing and new international markets, enhancing foreign exchange earnings and improving margin quality.

• Product Innovation: Investments continue in premium and specialty glass packaging, including bespoke designs and value added decorative finishes.

• Operational Efficiency: Process optimization, energy efficiency, and improved capacity utilization are central to our efforts to manage input costs and enhance productivity.

• Digital Transformation: The rollout of digital tools and automation is helping us boost agility, data driven decision making, and customer responsiveness.

• Employee Welfare: We have sustained our ex-gratia assistance programmes to support employees facing continued inflationary pressure.

These initiatives are anchored in our belief that true resilience lies not only in withstanding adversity but in transforming through it.

Leadership Transition

This year also marked an important leadership transition. On 31st March 2025, Mr. Sanjay Jain stepped down as Executive Director & Chief Operating Officer after a distinguished six year tenure. His leadership guided the company through some of the most turbulent periods in recent memory including the Easter attacks, the COVID-19 pandemic, and Sri Lanka's economic crisis. Mr. Jain has returned to India to serve as Chief Marketing Officer Specialty Food & Beverages. We express our deepest appreciation for his outstanding contribution and visionary leadership.

We are pleased to welcome Mr. Samit Datta as our new Executive Director & Chief Operating Officer. A seasoned mechanical engineer with over three decades of experience, Mr. Datta brings a rich background in global supply chains, technology, and innovation. He previously served as Global Chief Supply Chain & Technology Officer at the PGP Group and was a Director at PGP Glass Ceylon from 2015 to 2019. His leadership will be

instrumental as we chart our next phase of growth.

Acknowledgements

Our achievements over the past year are the result of collective effort. I extend my deepest gratitude to our employees, whose commitment has been unwavering in the face of continued challenges.

To our customers, vendors, and business partners, thank you for your trust and collaboration. To our Board of Directors, your guidance and long term vision have been invaluable. We also acknowledge the continued support of the PGP Glass corporate team in India and the cooperation extended by various government agencies and institutional partners, including the Board of Investment, Ceylon Petroleum Corporation, Ceylon Electricity Board, Laugfs Gas, Litro Gas, and others.

To you, our shareholders thank you for your enduring confidence. Your faith remains our greatest motivation and our most solemn responsibility.

Closing Reflections

As we celebrate seventy years of excellence, we do so with profound pride and purpose. PGP Glass Ceylon PLC stands as a testament to resilience, innovation, and unwavering commitment. This past year reaffirmed our adaptability, and our strategic direction positions us for sustained growth. With your continued trust, our exceptional team's dedication, and our relentless pursuit of innovation, we're confident PGP Glass Ceylon PLC will continue to thrive and deliver enhanced value for all stakeholders. While uncertainties lie ahead, our focus remains clear to create sustainable value, lead with integrity and build a future worthy of our remarkable legacy.

Thank you. Warm regards, Vijay Shah

Chairman - PGP Glass Ceylon PLC 25th April 2025

TO THE SHAREHOLDERS

The Board of Directors have pleasure in presenting the 70th Annual Report and the Audited Financial Statements of the Company for the year ended 31st March 2025.

REVIEW OF THE YEAR

The Chairman's statement describes in brief of the Company's affairs and the performance during the year and also mentions the events occurring after the reporting date.

SALES HIGHLIGHTS

In FY25, the company reported a revenue growth of 9.6%, increasing from Rs. 17.82 Bn in FY24 to Rs. 19.53 Bn. The domestic market achieved 7% growth, with sales rising to Rs. 12.81 Bn compared to Rs. 11.94 Bn in the previous year. Export sales registered a robust growth of 14%, reaching Rs. 6.72 Bn, up from Rs. 5.88 Bn in FY24.

TURNOVER

22,000

17,000

12,000

7,000

2,000

F 21

F 22

F 23

F 24

F 25

Rs. Mn

EXPORT TURNOVER

7,000

6,000

5,000

4,000

3,000

2,000

1,000

F 21

F 22

F 23

F 24

F 25

Rs. Mn

PRODUCTION HIGHLIGHTS

The company had to operate below full capacity for a short period of FY25 due to subdued demand in the domestic market, however, operations ramped up to full capacity by the end of the year. Despite this temporary constraint, the company successfully developed and commercialized several innovative, high-end products featuring unique shapes and designs, catering to both domestic and international customers.

PACKED GLASS TONNAGE

Tonnes

F 21

F 22

F 23

F 24

F 25

95,000

90,000

85,000

80,000

75,000

70,000

65,000

60,000

Furthermore, the production curtailment was strategically managed to optimize efficiency. By effectively controlling fixed costs, the company remained on track and successfully achieved its budgeted financial targets.

OPERATING INCOME

The company delivered a strong financial performance in FY25, marked by significant milestones. The Gross Profit Margin improved to 33%, up from 30% in the previous year, reflecting enhanced operational efficiency and a stronger product mix.

Notably, the company achieved its highest ever Profit Before Tax (PBT), reaching Rs. 5,231 Mn an impressive increase from Rs. 3,840 Mn in FY24. Similarly, Profit After Tax (PAT) reached a record Rs. 4,157 Mn, representing a substantial 41% growth over the Rs. 2,939 Mn reported in the previous year.

PBT

4,400

3,400

2,400

1,400

400

F 21

F 22

F 23

Rs Mn

F 24

F 25

This exceptional financial performance enabled the company to declare its highest ever dividend of Rs. 3.06 per share, to its shareholders.

PRINCIPAL ACTIVITY

Principal activity of the Company is the manufacturing and sale of Glass Containers. The Company's ownership of Land and Building are as follows,

CURRENCY

All figures appearing in the Financial Statements are in Sri Lanka Rupees and denoted as "Rs."

CAPITAL EXPENDITURE AND INVESTMENTS

During the year the Company's cash out flow on Property, Plant and Equipment was to the aggregate value of Rs. 755,297,611/-(Year Ended 31 March 2024 Rs. 552,703,580/- )

The capital commitments as at the reporting date are disclosed in Note 19.1 to the Financial Statements.

SHARE CAPITAL

The Stated capital as at the end of the year was Rs.1,526,407,485/-, consisting of 950,086,080 number of ordinary shares.

EVENTS OCCURRING AFTER THE REPORTING DATE

The events occurring after the reporting date are disclosed in Note 21 to the Financial Statements. No events have taken place since the Reporting date which would require any adjustments or disclosures other than the above.

THE BOARD OF DIRECTORS

Mr. Vijay Shah - Chairman

Mr. Sanjay Jain - Executive Director & COO (Up to 31.03.2025) Mr. Samit Datta - Executive Director & COO (w.e.f 01.04.2025) Mr. Sanjay Tiwari

Mr. Mayura Fernando (w.e.f 25.04.2024) Mrs. Aruni Goonetilleke (w.e.f 25.04.2024)

APPOINTMENT OF NEW DIRECTORS

Mr. Mayura Fernando and Mrs. Aruni Goonetilleke were appointed as new directors with effect from 25th April 2024. Mr. Samit Datta was appointed as the Executive Director & Chief Operating Officer with effect from 01st April 2025.

PERSONS WHO CEASED TO BE DIRECTORS

Mr. Sanjay Jain (Former Executive Director & COO) was resigned from the Board with effect from 31st March 2025. Mr. R.M.S Fernando and Dr. C.T.S.B Perera were resigned from the Board with effect from 25th April 2024.

DIRECTORS' INTEREST REGISTER

The Directors have made declarations as provided for in section 192 (2) of the Companies Act No. 7 of 2007. The related entries were made in the interest register during the year under review. The related party disclosures are referred to in Note 18 to the Financial Statements. The share ownership of directors is indicated below.

DIRECTORS' EMOLUMENTS

The remunerations and other benefits made to the Directors during the year are disclosed in Note 18.2

DONATIONS

The donations made by the company during the year are disclosed in Note 4.4.

AUDITORS

The Financial Statements have been audited by Messrs. KPMG, Chartered Accountants of Sri Lanka, who have indicated their willingness to continue in office and a resolution relating to their reappointment, will be proposed at the Annual General Meeting.

As far as the Directors are aware, the auditors do not have any other relationship with the Company or any of its affiliate company.

VIJAY SHAH

Chairman

Non Executive, Non Independent Director

Mr. Vijay Shah is a Director at Piramal Enterprises Limited and Managing Director & CEO at PGP Glass Private Limited (formerly, Piramal Glass Private Limited). He was appointed to the Board of Piramal Glass Ceylon PLC (Formerly, Ceylon Glass Company Ltd) in 1999.

Mr.Shah started his career in 1982 as Senior Consultant with Management Structure & Systems Pvt. Ltd., a Management Consultancy Organization providing services for large firms such as Larsen & Toubro (L&T), Siemens, etc. He joined Piramal Group's Strategic Planning function in 1988 and later moved to Piramal Glass as Managing Director. Under his leadership, Piramal Glass's sales grew from Rs.26 crores in FY1992 to Rs.238 crores in FY2000 (CAGR of 32%). After his successful stint at Piramal Glass, he was entrusted the responsibility of Pharmaceutical formulations business at Piramal Healthcare in 1999. Under his leadership, the company moved from Rank 23 to Rank 4 in Indian Pharma industry, achieving sales of Rs.932 crores in FY2006 (CAGR of ~28% during his tenure). After this turnaround at Piramal Healthcare, he moved back to Piramal Glass as Managing Director in 2006.

Mr. Shah has done B.Com (1980) and is a rank holder of Institute of Chartered Accountants of India (1981). He has also done a Management Education Programme from IIM, Ahmedabad (1987), and Advanced Management Program from the Harvard Business School, Boston, USA (1997).

SANJAY ANAND JAIN

Former Executive Director & Chief Operating Officer Former Executive, Non Independent Director

Mr. Sanjay Anand Jain, former Vice President (Marketing) of Piramal Glass Private Limited (Now known as PGP Glass Private Limited), India appointed as an Executive, Non independent Director and Chief Operating Officer of the Company with effect from 01st April 2019.

Mr. Sanjay Anand Jain was working with Piramal Glass Pvt. Limited since February 2015 as Vice President - Marketing. He has a vast experience of over 35 years in various industries and 25 years in Glass. He holds a degree in B.E. (Production) with Honors from Mumbai University. He is also a certified Chartered Financial Analyst (CFA) from ICFAI.

Mr. Jain has also been trained at Indian Institute of Management- Ahmedabad in Senior Leadership Development Program.

He has resigned from the Board of Directors of PGP Glass Ceylon PLC on 31st March 2025.

SANJAY TIWARI

Non Executive, Non Independent Director

Mr.Sanjay Tiwari is presently the Chief Executive Officer of PGP Glass USA Inc. & Chief Operating Officer (SFP) of PGP Glass Pvt Ltd. He continues to be a Director on the Board of PGP Glass Ceylon PLC. He was the Chairman of the Audit Committee of the Company till 25th April 2024.

Appointed to the Board of PGP Glass Ceylon PLC (Formerly known as Ceylon Glass Company Limited and Piramal Glass Ceylon PLC) in December 2005 as the CEO and Executive Director After his efficacious stint at Piramal Glass Ceylon, Sri Lanka and Piramal Glass Pvt Ltd, India, he has been entrusted with the responsibility of US operations with effect from 1st April 2019 along with strategically overseeing Sri Lanka as a Director on Board.

Joined Piramal Group in June 2004 as Vice President-Finance Commercial, heading Accounts, Finance, IT, Logistics and Supply Chain of Piramal Glass Ltd till November 2005.

Before joining the Piramal Group, he worked with Zydus Cadila Healthcare Ltd and Torrent Group as CFO and General Manager Commercial for 12 years. He has diversified experience in various positions in different industries - Textile, Colour Chemicals, Cables, Pharmaceuticals, Bulk Drugs and Glass.

Mr. Tiwari, an alumnus of London Business School, holds a Bachelor's Degree in Commerce from India and is a fellow member of the Institute of Chartered Accountants of India. He has done Advance Financial Management & General Management from the Indian Institute of Management, Ahmedabad, India and is qualified in Executive Management from the University of Michigan, USA and Senior Executive Management from London Business School, UK.

ARUNI GOONETILLEKE

Non Executive, Independent Director

Aruni Goonetilleke is a financial services expert with over 25 years of experience in global financial markets. She has significant experience in financial services, primarily in the areas of Corporate Banking, Risk Management, Credit Assessment and Internal Audit.

She is a former Chairperson of HNB PLC and has held leadership positions in both local and international banks, including Standard Chartered Bank, where she worked in Singapore and Sri Lanka covering several geographies. Senior leadership positions held at Standard Chartered include Head of Credit for Commercial and SME Banking , Chief Risk Officer and Global internal audit roles in Wholesale and Retail Banking. She was also the Head of Corporate Banking at People's Bank.

She is a non executive director of John Keells Hotels PLC, Sunshine Holdings PLC, Tea Small Holder Factories PLC and an audit committee member of Goodhope Asia Holdings Ltd. She is a member of the Women Directors Forum of the Sri Lanka Institute of Directors.

She has a Master of Laws from Harvard Law School, Harvard University, USA and a Bachelor of Laws (Honors) from the Faculty of Law, University of Colombo. She is a founding member of the Association of Banking Risk Professionals of Sri Lanka and was a visiting lecturer in law at the Faculty of Law and the Department of Graduate Studies, University of Colombo.

She was appointed to the Board of PGP Glass Ceylon PLC on 25th April 2024.

MAYURA FERNANDO

Non Executive Independent Director

Mr. P. M. B. Fernando began his professional career at KPMG Ford Rhodes Thornton & Co., where he rose to the position of Partner. He possesses extensive experience in financial leadership, having served as Senior Vice President - Finance at Vanik Inc. and the Forbes Ceylon Group, Group Finance Director of the Confifi Group, and Director - Finance (Asian Region) at Virtusa Corporation, a global information technology company headquartered in Boston, USA.

Expanding his expertise into general management, Mr. Fernando has held several key leadership positions including: Managing Director of Capital Reach Holdings Ltd, Director/Chief Executive Officer of Softlogic Finance PLC, Director/Chief Executive Officer of Laugfs Capital Ltd, Chief Executive Officer of Orient Finance PLC etc.

Mr. Fernando also brings significant governance experience. He served as a Non-Executive Independent Director and Chairman of the Audit Committee at DFCC Bank PLC from 2013 to 2022, and at The Lanka Hospitals Corporation PLC from 2020 to 2024.

Currently, he serves as a Non-Executive Independent Director on the boards of several companies including: Laugfs Gas PLC, Laugfs Power PLC, Renuka Hotels PLC, PGP Glass Ceylon PLC, Hatton Plantation PLC, Lotus Hydro Power PLC and along with several other non-listed entities.

Mr. Fernando is a Fellow Member of both the Institute of Chartered Accountants of Sri Lanka and the Chartered Institute of Management Accountants (UK). He also holds a Bachelor of Science Degree in Applied Sciences from the University of Sri Jayewardenepura.

He was appointed to the Board of PGP Glass Ceylon PLC on 25th April 2025.

SAMIT DATTA

Executive Director & Chief Operating Officer Executive, Non Independent Director

Appointed to the Board of PGP Glass Ceylon PLC (Formerly known as Piramal Glass Ceylon PLC) on 01st April 2025.

Mr. Samit Datta was working with PGP Glass Private Limited (Formerly known as Piramal Glass Limited) since December 2005. His last designation was Global Chief Supply Chain & Technology Officer for the PGP Group.

In his previous role, he managed Supply Chain, Technology and Transformation roles, including the P & L for the corrugation packaging business for the PGP Group. He led large-scale transformations such as turnarounds, Global SAP implementations, digital & data analytics-based transformations and setting up greenfield projects. Also he served as the Head of Strategic Planning in the Chairman's office, involved in the turnaround of a Glass Acquisition in the US and Strategy, M & A functions for the Glass vertical and Group SCM Officer within Piramal Group.

He has 30 years of experience across industry domains and across several functions covering the value chain. He has also worked as a Management Consultant for 6 years with firms like PwC & IBM, in strategy and process led transformation projects and in the automotive, electrical engineering, petrochemical industries in multiple geographies in the world.

He is a qualified BE (Hons) in Mechanical Engineer from NIT, Durgapur and a MBA in Manufacturing Management from SP Jain Institute of Management & Research, Mumbai and a Senior Executive Leadership Program from Harvard Business School.

(Colombo Stock Exchange Circular No. 04/2023 and New Listing Rules)

RECURRENT RELATED PARTY TRANSACTIONS

Note 1 - At terms equivalent to those that prevail in arm's length transactions.

Note 2 - As per the agreement entered into between the two companies. Refer Audited Financial statement Note 4.4.

AT BOARD MEETINGS

The Board of the Company met four (04) times during the financial year 2024 - 25, on the following dates:

(1) 25th April, 2024 (2) 26th July, 2024 (3) 13th November, 2024 (4) 11th February, 2025

The attendance of the Directors at the Board Meetings and the last Annual General Meeting held on 26th July, 2024 were as under:

AT AUDIT COMMITTEE MEETINGS

During the financial year 2024-25, four (04) Audit Committee Meetings were held on the following dates:

(1) 25thApril, 2024 (2) 24th July, 2024 (3) 12th November, 2024 (4) 10th February, 2025 The constitution of the Committee and the attendance of each member of the Committee is given below:

AT REMUNERATION COMMITTEE MEETINGS

The Remuneration Committee met on 26th July, 2024 for the financial year 2024 - 25. The constitution of the committee and the attendance of each member of the committee is given below;

AT RELATED PARTY TRANSACTIONS REVIEW COMMITTEE MEETINGS,

During the financial year 2024-25, four (04) RPT Review Committee Meetings were held on the following dates:

(1) 25th April, 2024 (2) 26th July, 2024 (3) 13th November, 2024 (4) 11th February, 2025 The constitution of the committee and the attendance of each member of the committee is given below;

AT NOMINATIONS AND GOVERNANCE COMMITTEE MEETINGS

During the financial year 2024-25,one (01) Nominations and Governance Committee Meeting was held on 27th March 2025. The constitution of the committee and the attendance of each member of the committee is given below;

The Company Secretary is the Secretary to the Committees.

A Listed Company shall have a Remuneration Committee in conformity with the following requirements.

This committee shall comprise of a minimum of three ( 03 ) directors, out of which a minimum of two (02) members shall be independent directors and not comprise of Executive Directors of the Listed Entity. An independent director shall be appointed as the chairperson of the Remuneration Committee by the Board of Directors.

The Remuneration Committee is a sub-committee of the Board and the Company's Remuneration Committee consists of three non-executive directors of which two are independent Directors.

The Remuneration Committee shall recommend the remuneration payable to the Executive Directors and Chief Operating Officer of the listed company and/or equivalent position thereof, to the board of the listed company, which will make the final determination upon consideration of such recommendations.

The Committee has acted within the parameters set by its terms of reference.

The COO/Executive Director attends the Committee meetings by invitation. However, he does not participate in any discussion pertaining to his remuneration.

The remuneration packages linked to the individual performances are aligned with the Company's long-term strategy.

The Term "remuneration" shall make reference to cash and all non-cash benefits whatsoever received in consideration of employment with the listed company.

The aggregate remuneration paid to Executive and Non Executive Directors are disclosed in page 69. The members of the Remuneration Committee are disclosed in page 02.

INDEPENDENT DIRECTORS

Mr. Mayura Fernando and Mrs. Aruni Goonetilleke were appointed as independent directors with effect from 25th April 2024.

The nature of Directorship of Mr. Vijay Shah has been changed from Non executive, Independent Director to Non Executive, Non Independent Director with effect from 25th April 2024 and it was informed to the Colombo stock Exchange.

A Listed Company shall have an Audit Committee. The Audit Committee is established for the purpose of assisting the Board in fulfilling their oversight responsibilities regarding the integrity of the Financial Statements, risk management, internal control and compliance with legal & regulatory requirements, assessment of the independence and performance of the external auditors and internal audit function, make recommendations to the board pertaining to appointment, re-appointment and removal of

external auditors and to approve the remuneration and terms of engagement of the external auditors.

The Audit Committee is formally constituted as a Sub-Committee of the Main Board, to which it is accountable.

Audit Committee shall comprise of a minimum of three (03) directors out of which a minimum of two (02) or a majority of the members whichever higher, shall be independent directors and not comprise of Executive Directors of the Listed Entity. An independent director shall be appointed as the Chairperson of the Audit Committee by the Board of Directors.

Mr.Mayura Fernando appointed as the Chairman of the Audit Committee with effect from 25th April 2024 and now the Company's Audit Committee consists of two non-executive independent Directors and one Non-Executive non-Independent Director. The members of the Audit Committee are disclosed in page 02.

Meetings of Audit Committee

Four meetings were held during the year ended 31st March 2025. The Internal Auditors attended all of these meetings.

Internal Auditors

The internal audit function is outsourced to Messrs. Ernst & Young Consulting Services (Pvt) Ltd Sri Lanka. Internal Auditors directly submitted their findings to Audit Committee quarterly and their reports are made available to External Auditors.

External Auditors

The Audit committee reviews the independence and objectivity of the external auditors and conducts a formal review of effectiveness of the external audit process. The committee reviewed the non audit services and its impact on the independence of the external auditors. Messers KPMG appointed as the external auditors of the company with effect from 01.04.2022. The Audit Committee has recommended to the Board of Directors that Messers. KPMG to be continued as the auditors for the financial year ending 31st March 2026.

Audit Committee Performance

The Annual Performance of Audit Committee was evaluated by other members of the Board of Directors and was deemed to be satisfactory.

Conclusion

The Audit Committee is satisfied that the effectiveness of the organizational structure of the Company and of the implementation of the Company's accounting policies and operational controls provide reasonable assurance that the affairs of the Company are managed in accordance with Company's policies and that Company's assets are properly accounted for and adequately safeguarded.

It was decided to name the Audit Committee as "Audit and Risk Committee" from the next financial year to oversee all Identified external internal Risk of the company of work defined for the Audit Committee in accordance with the amendments of the Listing Rules of the Colombo Stock Exchange.

A Listed Company shall have a Related Party Transactions Review Committee on a mandatory basis with effect from 01st January 2016.The Rules relevant to RPT Review Committee are stated under 9.14 of the CSE Listing Rules.

The RPT Review Committee is established for the purpose of reviewing transfer of resources, services or obligations between related parties regardless of whether a price is charged.

According to the section 9.14.8 of the Listing Rules the Listed Entity has to disclose the Related Party Transactions in the Annual Report in the case of Non- recurrent Related Party Transactions, if aggregate value of the non-recurrent Related Party Transactions exceeds 10% of the Equity or 5% of the Total Assets, whichever is lower. In the case of Recurrent Related Party Transactions, if the aggregate value of the recurrent Related Party Transactions exceeds 10% of the gross revenue /income (or equivalent term in the Income Statement and in the Case of group entity consolidated revenue) as per the Latest Audited Financial Statements the Listed Entity must disclose the aggregate value of the Related party Transactions entered into with the same Related Party. The formats are given in the Listing Rules.

The company has not entered into any Non-recurrent Related Party Transactions during the Financial year 2024-25. All the Recurrent Related Party Transactions entered by the company are disclosed in page 14 in the Annual Report.

The Related Party Transactions Review Committee is a sub Committee of the Board and it shall comprise of a minimum of three (03 ) Directors, out of which two ( 02) members shall be independent directors of the listed entity. It may also include executive director, at the option of the Listed entity. An independent Director shall be appointed as the chairperson of the committee.

The Company's RPT Review Committee consists of two non-executive independent directors, one non-executive non independent director and one executive, non independent director in the relevant Financial Year. The members of the RPT Review Committee are disclosed in page 02.

Meeting of the RPT Review Committee

The RPT Review Committee shall meet at least once a calendar quarter. The RPT Review Committee of the company has held four meetings for the Financial year ended 31stMarch 2025.

The RPT Review Committee has reviewed the Related Party Transactions during the financial year and has communicated the comments/ observations to the Board of Directors. The policies and Procedures adopted by the committee for reviewing the Related Party Transactions are set out as per the section 9.3.2 (c) of the new Listing Rules. They are as Follows,

• A Comprehensive report is submitted by the CFO at the end of each quarter to the related party transaction review committee.

• The report consist of detailed information of sales, procurements and all other transactions that has occurred during the given period.

• PGP Glass (Private) Limited, India is a Parent Company & PGP Glass USA Inc, is a Related Party 100% Owned subsidiary of PGP Glass (Private) Limited.

• The Activities and views of the committee have been communicated to the Board of Directors by tabling the minutes of the Committee Meetings.

Listed Entities shall have a Nominations and Governance Committee that conforms to the requirements set out in Rule 9.11 of these Rules with effect from 01st October 2024.

Listed Entities shall establish and maintain a formal procedure for the appointment of new Directors and re-election of Directors to the Board through the Nominations and Governance Committee.

The Nominations and Governance Committee shall have a written terms of reference clearly defining its scope, authority, duties and matters pertaining to the quorum of meetings.

1. The members of the Nominations and Governance Committee shall;

   1. comprise of a minimum of three (03) Directors of the Listed Entity, out of which a minimum of two (02) members shall be Independent Directors of the Listed Entity.

   2. not comprise of Executive Directors of the Listed Entity.

2. An Independent Director shall be appointed as the Chairperson of the Nominations and Governance Committee by the Board of Directors.

3. The Chairperson and the members of the Nominations and Governance Committee shall be identified in the Annual Report of the Listed Entity.

The functions of the Nominations and Governance Committee shall include the following:

1. Evaluate the appointment of Directors to the Board of Directors and Board Committees of the Listed Entity. However, a member of the Nominations and Governance Committee shall not participate in decisions relating to his/her own appointment.

2. Consider and recommend (or not recommend) the re-appointment/re-election of current Directors taking into account;

   • The combined knowledge, experience, performance and contribution made by the Director to meet the strategic demands of the Listed Entity and the discharge of the Board's overall responsibilities; and,

   • The number of directorships held by the Director in other listed and unlisted companies and other principal commitments.

3. Establish and maintain a formal and transparent procedure to evaluate, select and appoint/re-appoint Directors of the Listed Entity.

4. Establish and maintain a set of criteria for selection of Directors such as the academic/professional qualifications, skills, experience and key attributes required for eligibility, taking into consideration the nature of the business of the Entity and industry specific requirements.

5. Establish and maintain a suitable process for the periodic evaluation of the performance of Board of Directors and the CEO of the Entity to ensure that their responsibilities are satisfactorily discharged.

6. Develop succession plan for Board of Directors and Key Management Personnel of the Listed Entity.

7. Review the structure, size and composition of the Board and Board Committees with regard to effective discharge of duties and responsibilities.

8. Review and recommend the overall corporate governance framework of the Listed Entity taking into account the Listing Rules of the Exchange, other applicable regulatory requirements and industry/international best practices.

9. Periodically review and update the corporate Governance Policies / Framework of the Entity in line with the regulatory and legal developments relating to same, as a best practice.

10. Receive reports from the Management on compliance with the corporate governance framework of the Entity including the Entity's compliance with provisions of the SEC Act, Listing Rules of the Exchange and other applicable laws, together with any deviations/non-compliances and the rational for same.

The Members of the Nominations and Governance Committee of the Company are disclosed in Page 02. The Nominations & Governance Committee of the Company met once during the Financial Year 2024 - 2025

Sgd. Vijay Shah

Chairman

25th April 2025