Constance Hotels Services Limited | Annual Report 2025

ANNUAL REPORT 2025

85

Statement of Compliance

Governance Structure

1. Statement of Compliance

2. Governance Structure 2.1. Statement on Corporate Governance The Board of Directors of Constance Hotel Services Limited (hereinafter referred to as “CHSL” or the “Company”) is pleased to present the Company’s Corporate Governance Report for the financial year ended 31 December 2025. CHSL is a public company listed on the Development & Enterprise Market (DEM) of the Stock Exchange of Mauritius and designated as a Public Interest Entity (“PIE”) under the provisions of the Financial Reporting Act of Mauritius. The Company is committed to maintaining the highest standards of corporate governance, transparency and accountability in the conduct of its business. This Corporate Governance Report sets out the governance framework and practices adopted by the Company and explains how the Board has applied the principles of the National Code of Corporate Governance for Mauritius (2016) (the “Code”). The Board recognises that effective corporate governance is fundamental to safeguarding the interests of shareholders and other stakeholders, while supporting the long-term sustainability and responsible growth of the Company. The Company believes that strong governance enables the Board and the Management to take informed and balanced decisions that support long-term value creation while upholding integrity, regulatory compliance and social responsibility. Accordingly, corporate governance forms an integral part of the Company’s business philosophy and is embedded in its strategic planning and operational framework, guiding the way the Company conducts its business. Guided by a strong set of values and a clear sense of responsibility, the Company remains committed to creating and enhancing shareholders’ wealth while safeguarding the interests of employees, business partners, communities and the wider economy. In this context, profitability is pursued in tandem with accountability, ethical conduct and respect for the interests of all stakeholders, with the objective of generating a positive and lasting contribution to society, the natural environment and the national economy.

The principles of independence, accountability, responsibility, transparency, trusteeship, and disclosure govern the Company’s governance practices at all levels. Continuous improvements to governance processes and reporting mechanisms support the Board in effectively discharging its oversight responsibilities, monitoring performance, and steering the Company in line with its long-term objectives. The Board acknowledges that the Company has, throughout the year ended 31 December 2025, complied with all the requirements of the Code as reported in the Corporate Governance Report of the Company, except for the areas mentioned in Section 1 - Statement of Compliance of this Annual Report. This Report, along with the Annual Report, is published in its entirety on the Company’s website: www.constancehrg.com

(Section 75 (3) of the Financial Reporting Act)

Name of Public Interest Entity (PIE): Constance Hotels Services Limited

Reporting Period: 1 January 2025 to 31 December 2025

We, the Directors of Constance Hotels Services Limited, confirm to the best of our knowledge that the PIE has complied with all its obligations and requirements under the Code of Corporate Governance, except in the following areas:

Principles

Areas of Non-Applications

Reasons for Non-Applications

Principle 3: Director’s Appointment Procedures

Election: Directors should be elected on a regular basis at the Annual Meeting of Shareholders.

The Board does not favour the re-election of Directors on an annual basis, as it does not consider this practice to be in the best interests of the Company. Furthermore, in accordance with the Company’s Constitution, not more than one third of the Directors in office retire at each Annual Meeting and are eligible for re election. A comprehensive Board evaluation exercise, led by the Chairman, is carried out every three years by the Nomination and Remuneration Committee. The Board considers that the current evaluation process satisfies the Company’s present requirements.

2.2. Governance Framework

The Board is responsible for ensuring that the Company operates within a robust governance framework that promotes accountability, transparency, and ethical conduct.

Principle 4: Directors’ Duties, Remuneration and Performance

Board Evaluation and Development: Evaluation of the Board by an external and independent facilitator.

The Company has established a clearly defined governance structure comprising:

– The Board of Directors – Board Committees supporting the Board in the discharge of its responsibilities – Executive Management responsible for operational implementation – Internal and external assurance providers Each Board Committee operates under a formal Charter approved by the Board, which clearly defines its composition, mandate, and reporting responsibilities.

Signed by

George J. Dumbell (s) Chairman

Clément D. Rey (s) Executive Director Constance Group Chief Executive Officer

30 March 2026