Corporate governance

The Audit Committee consists of three members appointed pursuant to the Board resolutions dated 11 December 2024 and 26 February 2025. The Audit Committee’s term commenced on 11 December 2024 and will remain in effect until 8 December 2027. The term of an Audit Committee member who also serves on the Board of Directors may not exceed their term as a Director. The following table lists the members of the Audit Committee:

Name	Committee role	Status	Number of meetings: 4
			1st meeting 7 Jul 2025	2nd meeting 15 Sep 2025	3rd meeting 10 Nov 2025	4th meeting 5 Feb 2026
Fahd Saleh Ali Al-Hathloul	Chairman	Independent Director	Yes	Yes	Yes	Yes
Mohammed Noman Mohammed Habis	Member	Non-Board Member	Yes	Yes	Yes	Yes
Albert Peter Grünenfelder	Member	Non-Executive Director	Yes	Yes	Yes	Yes

Responsibilities of the Audit Committee

The Audit Committee supports the Board in overseeing the integrity of financial reporting, the effectiveness of internal control and risk management systems, and the Company’s compliance with applicable laws and regulations.

Its core responsibilities include reviewing interim and annual financial statements and key accounting judgements; assessing the adequacy of internal control, risk management, and IT control frameworks; and overseeing the performance, independence, and effectiveness of both internal and external audit functions. The Committee evaluates internal audit plans and findings, monitors the implementation of corrective actions, and recommends the appointment and remuneration of internal and external auditors.

In addition, the Committee ensures compliance with regulatory requirements, reviews related-party transactions, and oversees mechanisms for reporting misconduct. It maintains open communication with management, internal audit, and external auditors, resolves audit-related issues, and reports regularly to the Board on its activities, findings, and recommendations.

Audit Committee activities during FY26

During FY26, the Audit Committee undertook a range of activities in support of its oversight responsibilities, including:

• Reviewing quarterly and annual financial statements, key accounting judgments, and related disclosures prior to their submission to the Board;
• Assessing the independence, objectivity, professional competence, and remuneration of the External Auditor, reviewing audit findings, and recommending the auditor’s appointment and remuneration to the Board and shareholders;
• Overseeing the establishment of the Company’s Internal Audit function, including approval of the Internal Audit Charter and annual audit plan;
• Reviewing internal audit reports, monitoring audit activities, and following up on the implementation of corrective actions; and
• Reviewing compliance matters, related-party transactions, and the Company’s governance and reporting mechanisms during the year.

Results of the annual review of internal controls

In the opinion of the Audit Committee, as at 31 March 2026, and based on the information presented to it by Executive Management and the reports issued during the year by the Internal Auditor and the External Auditor, no material deficiencies were identified in the internal control environment, that would materially affect the integrity and fairness of the financial statements, the efficiency of the Company’s operations, or its compliance with the relevant laws and regulations. The Committee further emphasises that any control system, by its nature, cannot provide absolute assurance, but rather provides reasonable assurance in light of the approved controls and procedures.

Audit Committee recommendations on the External Auditor

The Audit Committee reviewed the proposal for appointing Ernst and Young as the External Auditor for the financial year ending 31 March 2026 and interim periods, assessed the firm’s independence, professional competence and proposed audit fees, and recommended the appointment and remuneration to the Board for onward submission to the General Assembly. The Committee also assessed the independence and objectivity of the External Auditor and confirmed that no circumstances came to the Committee’s attention that would compromise such independence during the year.

There were no Audit Committee recommendations relating to the appointment, dismissal, performance assessment, or determination of the remuneration of the external auditor that conflicted with Board resolutions or were disregarded by the Board during FY26.

Profiles of non-Board committee members

The Nomination and Remuneration Committee consists of three members appointed pursuant to the Board resolution dated 11 December 2024. The term of the Nomination and Remuneration Committee commenced on 11 December 2024 and will remain in effect until 8 December 2027. The term of a Nomination and Remuneration Committee member who also serves on the Board of Directors may not exceed their term as Director. The following table lists the members of the Nomination and Remuneration Committee:

Name	Committee role	Status	Number of meetings: 3
			1st meeting 2 Jun 2025	2nd meeting 10 Nov 2025	3rd meeting 19 Jan 2026
Eman Fawaz Hamza Al-Sayrafi	Chair	Independent Director	Yes	Yes	Yes
Sinan Esmat Abdul- Samad Al Saady	Member	Non-Executive Director	Yes	Yes	Yes
Marcel Albert Grünenfelder	Member	Non-Executive Director	Yes	Yes	Yes

Responsibilities of the Nomination and Remuneration Committee

The Nomination and Remuneration Committee supports the Board in overseeing Board composition, succession planning, and remuneration practices, ensuring alignment with the Company’s strategic objectives and governance standards.

Its nomination responsibilities include developing policies and criteria for Board and Executive Management appointments, evaluating candidates, and recommending appointments and reappointments. The Committee reviews the structure, size, and composition of the Board and Executive Management, assesses required skills and independence, and oversees succession planning and leadership development. It also defines role descriptions, evaluates Board effectiveness, and establishes procedures for filling vacancies.

In its review and evaluation role, the Committee periodically assesses the performance, composition, and effectiveness of the Board and Executive Management, oversees induction programmes for new Directors, and implements structured self-assessment processes.

In relation to remuneration, the Committee develops and reviews policies governing the compensation of Directors, Board committees, and Executive Management, ensuring alignment with performance and market practices. It recommends remuneration packages, monitors their implementation, and ensures transparency through appropriate disclosures, including the annual remuneration report. The Committee also reviews broader compensation and incentive frameworks across the Company.

The Committee reports regularly to the Board on its activities, recommendations, and findings, and ensures clear segregation of responsibilities between the Board, management, and the Committee.