Annual Report as at 31st March 2025

TESS AGRO PLC

REPORT

ANNUAL

o

No. 87. New Nuge Road

Kelaniya Sri Lanka

To achieve the country's best practice in the efficient and effective provision of service to Sri Lanka's Agricultural and Fisheries Sector.

To perform as a vital link to our rural economy and exploit state of the art technology to ensure consistency and quality of products & services.

1. Notice of the Meeting

2. Board of Directors 05

3. Chairman's Report 07

4. Management Discussion Analysis 09

1. Corporate Governance 12

2. Statements of Compliance 16

3. Directors' Responsibility for Financial Reporting 23

4. Audit Committee Report 24

5. Remuneration Committee Report 25

6. Related Party Transaction Review Committee Report 26

7. Nomination and Governance Committee Report 27

8. Directors' Report 28

9. Independent Auditors' Report

10. Statement of Comprehensive Income

11. Statement of Financial Position 36

12. Statement of Cash Flow 38

13. Statement of Changes in Equity 39

14. Accounting Policies 40

15. Notes to the Financial Statements 53

16. Statement of Comprehensive Income in USD 82

17. Statement of Financial Position in USD 83

18. Investor Information 85

NAME OF COMPANY

REGISTERED OFFICE

TELEPHONE NO

FAX NO

EMAIL ADDRESS WEB ADDRESS DATE, PLACE AND

THE AUTHORITY OF

INCORPORATION BOARD OF DIRECTORS

SECRETARIESTO THE COMPANY

AUDITORS

LAWYERS

BANKERSTO THE COMPANY

TESS AGRO PLC

87, New Nuge Road, Kelaniya

+94 11 7555859, +94 11 2269859

2910615

info@tess.lk

https://www.tess.Ik

20th May 1992, Colombo

Companies Act. No. 07 of 2007 PB 689 PQ

Mr. Dilshan Fernando - Chairman/CEO Ms. Seraiah Fernando - Executive Director

Mr. A.M.A. Cader - Non Executive Senior Independent Director Mr Srdjan Veselinovic - Non Executive Independent Director Prof. Arthur H.De 0. Bamunuarachchi - Non Executive Director

Prestige Secretaries & Consultants (Pvt) Ltd., 20 D, Guilford Crescent, Colombo 07.

Moore Aiyar Chartered Accountants "Havelock Central"

No 104-4/1 Havelock Road . Colombo 5

F J & G De Saram Corporate Law Office, 210 De Saram Road, Colombo 10.

Commercial Bank of Ceylon PLC,

City Office 98, York Street, Colombo 01.

National Development Bank PLC

103 A, Dharmapala Mawatha, Colombo 07.

Pan Asia Banking Corporation Plc, 450, Galle Road, Colombo 3

Hatton National Bank PLC

No. 479, T.B. Jaya Mawatha, P.0.Box 837. Colombo 10.

Notice is hereby given that the Thirty Second (32nd) Annual General Meeting of Tess Agro PLC (the 'Virtual AGM') will be held via Online meeting platform at 10.30 a.m. (Sri Lanka time) on Friday 10th October 2025 for the purpose of transacting the following items of business:

The Agenda:

1. To receive and consider the Annual Report of the Board of Directors on the affairs of the Company and the Statements of Accounts for the year ended 31st March 2025 and the Report of the Auditors thereon.

2. To Re-elect Prof. A.H.O. Bamunuarachchi who is over 70 years of age as a Director, by passing the following resolution: "The age limit stipulated in section 2J0 a( the Componie5 Act no 07 a( 2007 Sha// not apply to Pro(. A.H.O,8omunuorochchi who Nos attained 79 years and that he be re-elected o Director of the company"

3. To reappoint Moore Aiyar, Chartered Accountants as auditors and authorise the Directors to determine their remuneration.

4. To authorise the Directors to determine payments for the year 2024/2025 for charitable and other purposes as set out in the Companies Donations Act (Cap 147).

Note:

1.A member is entitled to appoint a proxy to attend and vote in his/her place.

2.A Proxy need not be a member of the Company.

1. A member wishing to vote by proxy at the meeting may use the proxy form enclosed.

2. To be valid, the completed proxy form must be lodged at the registered office of the Company not less than 48 hours before the time fixed for the meeting.

By Order of the Board of Directors Tess Agro PLC

Prestige Secretaries and Consultants Pvt Ltd Colombo 4th September 2025

TESS AGRO PLC ANNUAL REPORT 2024/2025

MBA, FCMI (UK)

Mr. Dilshan Fernando has been the Chief Executive Officer of the company for the past 31 years, having being involved in setting up various projects in Perishable handl ing, Cold Chain and Export of Perishables, Software and in the Hospitality Industry. Mr Fernando counts 32 years' experience in engineering and management and holds a Master's degree in Business Administration from the American University of Asia and is a Fellow Member of the Chartered Management Institute of United Kingdom. He is also the Chairman of J S R G Estates Ceylon Ltd and ODB Ministries Sri Lanka and the Co-Founder/ Managing Director of EgIoba1 Services Pvt Ltd.

Mr Fernando has steered the company from being a family owned company to a listed entity on the Colombo Stock exchange since December 2002.

MS S. FERNANDO

HULUGALLE

ATTORNEY AT LAW (SL) LLB (HONS) DUNELM, UK

Ms. Seraiah Fernando Hulugalle, Attorney-at-Law is an LLB Honours Graduate from Durham University, United Kingdom. Mrs. Hut ugalle has gained experience in dispute resolution and general commercial litigation at a law firm based in Central London.

In addition, she has a certificate of mediation issued by the Ministry of Justice, Sri Lanka and is currently practicing as a legal Associate in fields of Corporate M6‹A and Banking and Finance at a prestigious law firm in Sri Lanka.

Mr. Vese1 inovic graduated from the American University in Bosnia and Herzegov1na with a Bachelor of International Law. He has a Bachelor of Technology from the State University of New York. He is a Master of Laws, having a master's degree in law from Kazan Federal University. Mr Veselinovic has been the Portfolio Manager of Yadran Group LLC since 2017 where he predominantly engages in investment analysis and evalUation, financial modelling, risk assessment, project management, cross-functional coordination, legal compliance and managing international expansion and market entry of new geographical regions. Mr. Veselinovic has been a compliance analyst since 2016 at Lexis Nexis Risk Management. His role involves conducting research, gathering information and analysing data related to politically exposed persons, criminals involved in financial crimes and state-owned companies.

MR. A.M.A CADER

FCMA, CGMA (LOND), MBS (COL), MSC (SLIIT), PG ECON (COL)

Mr. A M A Carder is the Senior independent Director of the company. Hav1ng over 25 years (1990-2015) of experience in Corporate Advisory at Capital Markets and Fund Management at Merchant Bank of Sr1 Lanka and Finance PLC, Mr Carder has 41 years of exposure in Financial Management, Management Accounting, Treasury Management and investment Banking with Multi-Disciplinary in Finance, Economics, Marketing, and Business Administration.

He was a former Deputy General Manager with a proven track record of 25 years at Merchant Bank of Sri Lanka and Finance PLC, Corporate Advisory, Capital Markets and Fund Management and Islamic Finance. At present, bearing the title of Non-Executive Director at Singha Hospitals PLC, Standard Capital PLC Listed in the Colombo Stock Exchange. Mr. Cader has Specialized in services such as Share Issue Management, Pre-IPO Restructuring and advisory, Business Plans, Corporate Valuations, Portfolio Management, Employee Share options, Debt Syndications, Secur|tizatlon, Dispute resolution, Mergers, Acquisitions and delivering training Programs locally and internationally to Corporates and Individuals.

PROF. A. BAMUNUARACHCHI MSC (USA), PHD

Prof. Arthur Bamunuarachchi is a Non-Executive Non Independent Director of the company. He is a Consultant to the Asian Development Bank. and the former head of Applied chemistry-at the University of Sri Jayewardenepura.

He holds a Master's degree in food science technology from the University of California Davis and a PHD from the University of New South Wales In Australia. He is a Member of the Australian Institute of food technologist, American Institute of food technologist, American Institute of Cereal chemists (Ex), Indian Association of food scientist and technologists (Ex), Pakistan Association of food scientist and technologists, Institute of Chemistry of Sri Lanka, Association of Fisheries and Agriculture, Sri Lanka Association for the Advancement of Science, and a Fellow of the National Academy of Science, Sri Lanka.

On behalf of the Board of Directors, I am pleased to invite you to the 32nd Annual General Meeting of your Company, and present the annual report and audited accounts of Tess Agro PLC for the financial year ending 31st March 2025.

The gradual economic recovery began in late 2023, spurred by crucial policy adjustments and structural reforms introduced by the Government and the Central Bank of Sri Lanka (CBSL) since late 2022. By the end of 2023, inflation had eased to single digits-a dramatic improvement from the peak of 70°A in 2022. This stabilization prompted the CBSL to cut both the Standing Deposit Facility Rate (SDFR) and the Standing Lending Facility Rate (SLFR) by 550 basis points each in 2023.

The Government achieved surpluses in both the primary balance and external current account, signalling strong financial improvement. foreign exchange inflows rose, supported by tourism and remittances from overseas workers. Reduced import demand and a halt to foreign currency debt service obligations contributed to a robust buildup of external reserves, which reached USD 4.4 billion, and an average appreciation of the Sri Lankan Rupee by 11% during 2023/24.

Despite these positive trends, an increase in VAT from 15% to 18% and the removal of VAT exemptions affected the fisheries industry and discretionary spending. Electricity tariffs fluctuated throughout the year, while fuel prices fell, offering partial relief from the sharp increases experienced during the previous financial year.

Operations

Given the company's restructure and investment into a Tin Can Production Facility. Agro Tin Tech was launched.

The company was primarily engaged in procurement and installation of machinery, production test runs to ensure the product was meeting all quality standards for the local market, this resulted in commercial production taking place only within the last 10 months of the financial year.

During the year under review, the Company focused on entering and consolidating itself in the market and is progressing steadily, with the company navigating and adapting to evolving market conditions, recording a turnover increase of 287%. The company's efforts to diversify has purported positive results to be able to steer the company to a more stronger , stable position .

Tin cans produced at these facilities serve various industries, including food, beverages, reflecting Tess Agro s alignment with the global shift towards eco-friendly packaging solutions.

By utilizing solar energy in the factory, the company not only reduces greenhouse gas emissions associated with electricity generation but also supports a circular economy and promotes responsible consumption. The company's work force also increased providing employment through the production facility reflecting the company's commitment towards growth and development. We have provided training to our staff to ensure quality standards are met and customer satisfaction is upheld at all times.

Sustainability initiatives

Renewable energy

This commitment to innovation is matched by the company's unwavering dedication to sustainability. Tess Agro PLC has invested in a solar-powered tin can factory, a forward-thinking initiative that direct!v contributes to the reduction of carbon emissions. By harnessing energy from the sun, the factory powers its manufacturing operations with solar panels installed on its roof, dramatically reducing reliance on conventional energy sources and minimising the company's carbon footprint.

Currently, Tess Agro PLC is engaged in constructing two additional solar projects in the Kerwalapitiya and Wattala areas. These ventures are expected to generate approximately 560 KW, bringing the total solar capacity contributed to the grid to 650 KW.

This significant investment underscores the company's belief in carbon emission reduction, as the solar panels convert sunlight into electricity without emitting harmful pollutants, enabling a greener, more sustainable manufacturing process.

The factory stands as a testament to its environmental stewardship and innovative spirit. The company takes pride in these positive steps towards a more sustainable future, benefiting both local and international markets.

Financial Performance

The Company recorded a turnover of Rs. 41.4 million, compared to Rs. 10.7 million in the previous year, recording a growth of 286% a significant turnaround for the company. The gross profit stood at Rs. 20.6 million, up from Rs. 7.9 million last year. Notably, the Company achieved a net profit of Rs. 18 million, a significant turnaround from the net loss of Rs. 28 million recorded in the previous year , again indicating a 255% increase in the year. The company is looking forward to expanding its market share even further , increasing its product portfolio ensuring the food packaging industry benefits from a continuous supply of quality tin products.

During the year, the Company successfully completed negotiations with its bankers and obtained approval for its debt obligations. As a result, it was able to settle a substantial portion of its borrowings, amounting to Rs. 86 million.

Appreciation

In conclusion, I wish to express my sincere gratitude and appreciation to the Members of the Board, our staff and to the shareholders for their loyalty and confidence placed in us.

Dilshan Fernando Chairman/CEO 4th Sep 2025

Global Environment

Global economic conditions continued to stabilize in 2024, with inflation easing to around 5.8% following the impact of tighter monetary policies and lower commodity prices. Inflation is expected to moderate further to 4.2% in 2025, though pressures remain in services and labor markets. Global growth is projected at a modest 3.2% in both 2024 and 2025, reflecting subdued momentum in advanced economies, partly offset by stronger activity in emerging markets.

For businesses, this environment presents a mix of risks and opportunities. Geopolitical uncertainties, energy market volatility, and climate-related disruptions continue to create challenges across supply chains and input costs. However, ongoing investment in technology, renewable energy, and diversified sourcing are reshaping global trade and consumption patterns. Companies that adapt quickly

-by strengthening resilience, improving efficiency, and aligning with sustainability trends-are better positioned to capture growth in this evolving landscape.

Sri Lanka Economic Environment

Sri Lanka's economy staged a strong rebound in 2024, with real GDP expanding by approximately 5.Ohm, well above earlier projections from both the IMF and World Bank.

The growth was propelled by a construction-led industrial recovery and a surge in tourism-related services Headline inflation turned negative-reaching around -4.2% year-on-year in early 2025-thanks to currency appreciation, lower energy costs, and subdued household demand.

Monetary policy remains calibrated to strike a balance between price stability and growth support. The Central Bank maintained its policy rate at around

8%, expecting inflation to re-enter positive territory by mid-2025 and gradually converge toward its 5% target.

Supposed by sustained reforms and IMF support, the economic recovery is expected to continue, although projections for growth in 2025 vary-from World Bank's cautious 3.5%, to Central Bank estimates ranging between 4-5%-reflecting lingering vulnerabilities and external headwinds.

Despite the rebound, significant challenges remain. Poverty remains elevated at around 24.5°A, with welfare improvements still lagging and widespread food insecurity persisting The recovery has been led by recoveries in tourism and industrial activity, but structural constraints and global trade uncertainties weigh on medium-term prospects

Nonetheless, improved fiscal outcomes-including a primary surplus and nearly completed external debt restructuring-have begun restoring macroeconomic resilience.

Despite these positive developments, challenges remained. The increase in Value Added Tax (VAT) from 15% to 18%, along with the removal of certain VAT exemptions, impacted discretionary spending, while fluctuating electricity tariffs and a decrease in fuel prices offered mixed relief to consumers. However, strategic efforts to stabilize the economy and regain investor confidence helped lay the foundation for future groMh.

The following aspects were discussed pertaining to the primary macroeconomic variables during the year under review and the resultant impacts on the performance of TESS AGRO PLC.

Inflation

Inflation recorded a substantial decline, turning negative at -2.6% year-on-year by March 2025.

Domestic Interest Rates

Following aggressive tightening in 2022/23, the CBSL reduced policy rates significantly in 2024 to stimulate economic activity.

Exchange Rates

In 2024, the Sri Lankan rupee experienced notable appreciation against the US dollar, reflecting improved economic conditions and stabilization efforts. The exchange rate fluctuated between Rs. 28a.87 and Rs. 323.92 during the year, with an average rate of approximately Rs. 300.89.

The decline in inflation was primarily due to corrective measures implemented by the Central Bank of Sri Lanka.

Additionally, the relative stability of the rupee, maintained by the CBSL, played a role in reducing inflation. This decrease was the result of a complex interaction of various factors affecting the broader economy, necessitating ongoing monitoring and potential policy adjustments to manage the situation effectively.

To prevent excessive inflationary pressures in the medium term and address external sector and financial market imbalances, the Central Bank began tightening its monetary policy from early 2022. The subsequent decrease in interest rates in 2023 and 2024 was influenced by factors such as moderating inflation, the need to boost economic growth, debt management efforts, external financial assistance, and shifting market conditions. This adjustment in interest rates was part of a larger strategy aimed at balancing economic stabilization with growth goals.

This represents an appreciation of about 10.8% compared to the previous year. The highest rate of Rs. 323.92 occurred on January 2, 2024. while the lowest was Rs.

289.87 on December 11, 2024.

Lower inflation reduced pressure on raw material and energy costs, improving cost predictability. The successful installation of new systems further reduced utility expenses, positively impacting the company's operational costs towards the latter part of the financial year.

The easing of interest rates helped the company negotiate favourable borrowing costs. During the year, the company paid off Rs. 86 million of its outstanding debt obligations.

The stabilization of the exchange rate around Rs. 300 positively impacted the company's raw material purchases compared to the previous year. However, ongoing exchange rate volatility continues to pose challenges for production planning and raw material imports

Mr. A M A Carder, the Senior Independent Director, brings over 40 years of experience in financial management, capital markets, and corporate advisory. With a 25-year tenure at Merchant Bank of Sri Lanka and Finance PLC, he has expertise in investment banking, corporate restructuring, and mergers. Mr. Carder's deep financial acumen and leadership make him well-suited to provide independent oversight and promote strong corporate governance. A fu|| profile of Mr. A M A Carder is found on page d.

In compliance with Section 9.d.3. 2 of the Listing Ru|es of the Colombo Stock Exchange, the Board of Directors of the Company appointed me as the Senior 1ndependent Director of the Company with efYect from 1st October 2023 Section 9.6.3. 2 of the Listing Rules Provide that in the event the Chairman is an Executive Director a Senior Independent Director shall be appointed.

At Tess Agro PLC, Mr. Dishan Fernando remains as Chairperson and Executive Director, in the interest of the Company.

Role of the Senior Independent Director {SID)

The Senior independent Director provides guidance to the Chairman on matters of governance of the Company.

The Senior 1ndependent Director makes himself available to any Director or any employee to have confidential discussions on the affairs of the Company should the need arise.

Activities During The Year

Meetings were held with the Non- Executive Directors without the presence of the Executive Directors. At these meetings the performance of the Chairman and the Executive Directors were appraised. The outcome of these meetings together with recommendations were duly informed to the Chairman and the Board.

TESS AGRO PLC

As we look to the future, the company remains focused on navigating the challenges and opportunit"ies that lie ahead. Tess Ago PLC's strategic priorities will continue to be underpinned by our commitment to sound corporate governance, effective risk management, and sustainable growth. As the senior independent director, I am confident that the process and practices established by Tess Agro PLC ensure that the role of the SID is efectively carried out contributing to the robust governance of the company.

The independence and objectivity of the SID, along with the regular engagement with both the board and shareholders, help to maintain transparency, accountability and trust in our corporate governance frame work.

I remain committed to upholding these standards and will continue to work closely with the board to ensure that the company aligned with the best practices in corporate governance.

Mr. A.M.A. Cader

FCMA, CGMA (LOND), MBS (COL), MSC (SLIIT), PG ECON (COL)

Senior Independent Director

4th September 2025

ANNUAL REPORT 2024/2025

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TESS AGRO PLC ANNUAL REPORT 2024/2025

Corporate Governance is understood as the system by which companies are directed, managed and controlled. The Board of Directors are responsible for the governance of the Company and maintaining a balance between the achievement of corporate objectives, the alignment of corporate behavior with the expectations of society and accountability to the shareholders.

The Board of Directors are committed in upholding the highest standards of integrity and transparency in the governance of the company.

Shareholder Relations

The Annual General Meeting (AGM) is the principal means of having a dialogue with the Shareholders. The Directors make disclosures as necessary and Shareholders are kept aware of any major transaction which would have a material implication to the Shareholders.

The Board of Directors

The Board meets frequently to review routine activities and matters of significance. The board reviews and directs the Company's performance and strategies including maintenance of the Companies internal controls and provides leadership.

Reasonable steps are taken by the Directors to safeguard the Company's assets at all times. Proper internal controls are in place to detect irregularities and prevent fraud.

Remuneration Policy

The Company believes that it should attract and retain top executives with proven business experience and appropriate qualifications.

Remuneration packages for senior executives are formulated with information obtained from other leading companies in the similar trade and from surveys carried out by professional firms to ensure that the senior

executives are fairly well rewarded and compensated in terms of their contributions to the Company, reflecting their experience and qualifications and in line with industry standards.

Internal Control

The Board has the responsibility to design and implement internal control systems and review its effectiveness. Internal Controls are designed to cover the risk arising from errors, omissions, and mistakes, safeguarding the assets of the company and to record and maintain proper books, through proper procedures.

Going Concern

The Board is of the opinion after reviewing the financial statements of the Company, that the Company has adequate resources and the capacity to continue the business and Its operations in the foreseeable future.

Audit Committee

The Audit Committee considers matters pertaining to the Company's financial affairs. Accounting and Internal Control policies and practices, all aspects of risk management, and legal and financial compliance. The Board has appointed an Audit Committee consisting of Two Non-Executive Independent Directors.

Mr. A.M.A. Cader - Chairman

Prof. A. Bamunuarachchi- Member

The Committee is chaired by a fellow member of the Chartered Institute of Management Accountants in this financial year, the Committee held three meetings during the year. The meetings are attended by Executive Director, Chief Financial Officer by invitation and other Directors and Executives as and when required.

Duties and Responsibilities

Audit

1. Recommend the Board of the appointment and removal of external auditors and review their terms of engagement.

2. Determine with the external auditors, the audit plan and scope and their authority and responsibilities.

3. Oversee and appraise the quality of audits conducted and monitor their effectiveness.

4. Review external audit reports and recommendations and ensure appropriate management response to recommendations.

5. Monitor the relationship between management and the external auditors.

6. Review and assess the independency of the external auditor.

Accounting

1. Monitor and review the adequacy of the Company's accounting system and internal control environment.

2. Review the annual and biannual financial statements of the Company and make recommendations to the Board.

3. Determine Company- Specific accounting policies within the ambit of the Accounting Standards.

4. Review significant transactions which are not a normal part of the Company's business.

Risk Management

1. Identify and assess areas of risks which might impact the Company and research appropriate mitigation.

2. Monitor, review, and evaluate the adequacy and effectiveness of the Company's risk management controls, both internally and externally.

3. Evaluate the effectiveness of the Company's business continuity plans.

4. Review significant transactions which are not a normal part of the Company's business.

Risk Management

1. Identify and assess areas of risks which might impact the Company and research appropriate mitigation.

2. Monitor, review, and evaluate the adequacy and effectiveness of the Company's risk management controls, both internally and externally.

3. Evaluate the effectiveness of the Company's business continuity plans.

4. Evaluate the adequacy of the Company's insurance covers at least annually.

The Audit Committee recommended to the Board of Directors that M/S Moore Aiyar, to re-appoint as the Auditors for the year ending 31st March 2026 subject to the approval of the shareholders at the next Annual General Meeting.

Remuneration Committee

The Remuneration Committee will be responsible for ensuring the company has and observes coherent remuneration policies and practices which enable it to attract and retain Executives, directors and employees who will create value for shareholders, generate sustained business performance, and support Tess Agro PLCs objectives, goals and values.

The Tess Agro PLCs Remuneration Committee consists of Two Non-Executive Independent Directors as follows;

Mr Srdan Veselinovic Chairman Mr. A.M.A. Cader - Chairman Prof. A.H.O. Bamunuarachchi.

The Committee is chaired by a fellow member of Chartered Institute of Management Accountants. The Committee held four meetings, during the financial year. Prof.

A.H.O. Bamunuarachchi will cease to be an independent director as he is over the age of 70, based on the criteria applicable from the 1st of October 2024.

The core responsibilities of the Remuneration

Committee is:

• To review and approve the Remuneration policy

  of the Company.

• To advice on structuring Remuneration packages that enable the Company to attract, retain, and motivate high-caliber individuals with the requisite skills.

• To recommend to the Board of Directors the Remuneration to be paid to the Executive Directors, Non-Executive Directors, their prerequisites and allowances.

Related Party Transaction Review Committee

As per Rule 9.2.3 of the Listing Rules of the Colombo Stock Exchange the Related Party Transactions Review Committee of Tess Agro PLC functions with effect from 1st March 2016. Tess Agro PLCs Related Party Transaction Review Committee consists of One Non- Executive independent Director and One Non- Executive Director and the Senior Independent Director (SID) as follows;

Prof. A.H.O. Bamunuarachchi - Chairman Ms S . D . Fernando - Commitee Member Mr A.M.A Cader - Commitee Member, SID

Nomination and Governance Committee

Tess Agro PLCs Nomination and Governance Committee consists of the Senior Independent Director (SID), One Non- Executive independent director, and One Non- Executive Director and as follows;

Mr A.M.A Cader - Chairman, SID

Ms S . D . Fernando - Commitee Member

Prof. A.H.O. Bamunuarachchi - Commitee Member

The core responsibilities of the Nomination and Governance Committee,

• To define and establish the nomination process for Non- Executive Directors,

• Lead the process of Board appointments and make recommendations to the Board.

• The Committee scopes out the tasks such as assess skills required to be on the Board.

• Periodic review of the extent of skills required of the Director who represent the Board.

• Reviews descriptions of role and capabilities required for a particular Board appointment and Identify and recommend suitable candidates to the Board.

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TESS AGRO PLC ANNUAL REPORT 2024/2025