Amended annual report 2024/2025

AN

Contents

Corporate Information 03

Notice of Annual General Meeting 04

Chairperson's Message 05

Management Review 06

Board of Directors 07

Report of The Audit Committee 08

Report of Related Party Transactions Review Committee 10

Report of The Remuneration Committee 11

Report of The Nomination & Governance Committee 12

Corporate Governance 13

Level of compliance with mandatory regulations 16

Risk Management 25

Statement by the Senior Independent Director 26

Sustainability Review 27

Financial Performance 29

Annual Report of the Board of Directors 30

Statement of Directors' Responsibilities 35

Independent Auditors' Report 36

Statement of Profit or Loss 38

Statement of Comprehensive Income 39

Statement of Financial Position 40

Statement of Changes in Equity 41

Statement of Cash Flows 42

Notes to the Financial Statements 43

Ten Years At A Glance 68

Statement of Value Added 69

Share Information 70

Form of Proxy 71

If you have any questions on accessing the digital copy of this report, please call +94 112304059 or +94 112314804. The contact person at the time of publishing this annual report is Mr. Gayan Joseph, Head of Finance.

If you wish to Email instead, please use the address finance@autodrome.lk. The fax number is +94 112338611. The web address for download of this report is: https://http://financial.autodrome.lk

NAME

The Autodrome PLC

COMPANY REGISTRATION NO.

PQ-84

REGISTERED LOGO

LEGAL FORM

A Limited Liability Company incorporated in Ceylon on 23rd July 1953, converted to a Public Company in 1957, and re-registered under the Companies Act No. 7 of 2007.

STOCK EXCHANGE LISTING

The issued ordinary shares of the Company are listed since 1975 under Retail Sector on the Main Board of the Colombo Stock Exchange of Sri Lanka.

HEAD OFFICE/REGISTERED OFFICE

304 Union Place, Colombo 2. Sri Lanka

Tel: +(94) 112326181, +94 117847443 (3 Hunting

lines)

Fax: +(94) 112338611

Web: https://www.autodrome.lk

BOARD OF DIRECTORS

Ms. Bernadette J. Aloysius B.A. Chairperson

Mr. Jeremy D. Aloysius MBA (USA) Joint Managing Director / CEO

Mr. Rajeev A.J. Aloysius FCMA (UK), FCMA (SriL), MBA (SriJ.) Joint Managing Director / CFO

Ms. J. Joanne B. Aloysius Rajiyah

B.Sc. (Lond.), MBA (SriJ.)

Marketing Director

Ms. Julie A. Aloysius BA (USA) Executive Director

Mr. Jitendra T. Daulagala

ACMA(UK), MA (UK)

Prof. John A. Aloysius

B.Sc (Col.), PhD (USA)

Ms. L. Chiranthi Cooray

FCMA, CGMA, CPA, MBA (UK), CIPM

Mr. Hiran Asoka Pieris

ACA, FCMA, CGMA

COMPANY SECRETARIES

Deloitte Corporate Services (Pvt) Ltd. 100, Braybrooke Place,

Colombo 2.

LAWYERS

M/s. D.L. & F. De Saram

AUDITORS

Ernst & Young,

Rotunda Towers , No.109, Galle Road, PO. Box 101, Colombo 03, Sri Lanka

BANKERS

Commercial Bank of Ceylon PLC, City Office Hatton National Bank PLC, Head Office People's Bank, Union Place

Sampath Bank PLC Millenium Branch

SENIOR EXECUTIVES

Mr. Gayan Joseph FCA, B.Sc.(SriJ.), FCMA(SriL) Head of Finance

Ms. Asha Peiris Nishantha

Manager - Sales

Mr. Thilanga Sampath

Field Service Manager

Mr. Romesh Jayathilaka

Manager- Business Development

Mr. Chathura M. Samaranayaka

Administration Manager

Ms. Renuka Nilmini

Manager - Stores

Mr. Ranjith Dharmasena

Manager - Warehouse

Mr. Tharanga S. Witharange

Manager - Workshop

NATURE OF BUSINESS

Official, Authorised Distributors in Sri Lanka for: BRIDGESTONE Tyres, Tubes , Flaps

Rent of Office Space and parking Website Design & Management

SUBSIDIARY

Tourama (Pvt) Ltd

Level 3- The Autodrome Building, No 304, Union Place Colombo 02. Travel Agency and Destination Management Company

QUERIES

On This Report Mr. Gayan Joseph Head of Finance

The Autodrome PLC

No. 304 Union Place, Colombo 2. Sri Lanka

Email: finance@autodrome.lk

Tel: +94 112 326181 or +94 112 314804

THE AUTODROME PLC

Reg. No. PQ-84

NOTICE IS HEREBY GIVEN that the Seventy Third Annual General Meeting of The Autodrome PLC will be held at the Registered Office of the Company as a virtual meeting on Tuesday, 30th September 2025 at 11.30 a.m. and the business to be brought before the meeting will be:

1. To receive and consider the Annual Report of the Directors and the Audited Financial Statements for the year ended 31st March 2025 together with the Report of the Auditors thereon.

2. To elect Director Mr. Jitendra Tissa Daulagala, who was appointed to the board on 31st December 2024 in terms of Article 91 of the Articles of Association.

3. To elect Director Ms. Mannamarkkalage Lorainne Chiranthi Cooray, who was appointed to the board on 31st December 2024 in terms of Article 91 of the Articles of Association.

4. To elect Director Mr. Hiran Asoka Pieris, who was appointed to the board on 31st March 2025 in terms of Article 91 of the Articles of Association.

5. To re-appoint Mrs/ Bernadette Jayaleela Aloysius who is over the age of 70 years, as a Director by passing the following Resolution as an Ordinary Resolution:

   "IT IS HEREBY RESOLVED that the age limit stipulated in Section 210 of the Companies Act No. 7 of 2007 shall not apply to Mrs Bernadette Jayaleela Aloysius who is 84 years of age and that she be re-appointed a Director of the Company."

6. To re-appoint Messrs. Ernst & Young as Auditors for 2025/26, and authorize the Directors to determine their remuneration.

7. To authorize the directors to determine contributions to charity.

By Order of the Board of The Autodrome PLC

DELOITTE CORPORATE SERVICES (PVT) LTD

Secretaries

4th September 2025 Colombo

"Consolidation and Recovering Market Share"

It is my privilege to extend a warm welcome to all shareholders and stakeholders to the Seventy-Third Annual General Meeting of the Company.

The Year in Review

The financial year 2024/25 marked a strong recovery for the Company. Having successfully secured the required banking facilities, we concentrated on regaining our lost market share by importing a substantial volume of stock, and beginning to move it out with aggressive pricing. The general economic environment was slow, due to a lack of economic growth, and a fall in interest rates resulting in a drop in our much-needed finance income.

The Company recorded an exchange gain of Rs.

4.6 million during the year, compared to a loss of Rs. 0.6 million in 2024. The Sri Lankan Rupee appreciated by 1.41% against the US Dollar as at the financial year-end (2024 - appreciation of 7.6%). Our inventory levels increased substantially as we adopted a front-loading strategy to meet future demand, and capitalize on 2 year exchange rate lows. Consequently, we achieved a turnover of Rs. 472.4 million for the year, a 181% increase compared to Rs. 168.6 million in 2024.

The Group recorded an after-tax profit of Rs.

30.1 million, compared to Rs. 5.1 million in 2024. During the year, our focus was on driving the recovery our sales volumes, while protecting gross margins of 22.3% (2024 - 28.17%). Rental income increased to Rs. 36.1 million from Rs. 30.1 million in the previous year (120% growth). However, interest income declined as we invested heavily in stocks, resulting in investment income of Rs. 46.6 million compared to Rs. 88.0 million in 2024 (drop of 47%). Profitability was further impacted by a deferred tax reversal of Rs. 1.3 million (2024 - Rs. 14.2 million release).

The net asset per share is Rs. 165.91 (2024- Rs. 163.31).

Our financial discipline focusses on cost control, limiting the increase in administrative expenses to 7.1% (2024 - 11.73%). The main contributor to this increase was employee-related costs to support the cost of living, which amounted to Rs. 72.5 million (2024 - Rs. 66.2 million). Utility expenses showed an improvement, with electricity and water costs reducing to Rs. 6.4 million (2024 - Rs. 7.4 million). Fuel expenses remained unchanged at Rs. 3.6 million, consistent with the previous year. In addition, non-recurring repair and maintenance costs relating to the main building were recorded at Rs. 4.5 million (2024 -Rs. 4.1 million).

During the financial year, the Company further consolidated its business with Bridgestone India, which moved back to Bridgestone

Eastern hemisphere strategic business unit. Our established supply base from multiple plants in Japan, Indonesia, and Thailand continued uninterrupted during the year, ensuring stability in product availability. Looking ahead, there remains the potential to broaden our sourcing network through imports from newer Bridgestone plants in Taiwan and Vietnam, further strengthening supply chain resilience and product diversity.

Business Environment

With the smooth transition of power from the interim administration to the newly elected government in September 2024, business prospects remain marginally on the favourable side. The lifting of the ban on vehicle imports by the Sri Lankan government in February 2025 is expected to create renewed demand for our products, particularly with the introduction of new Electric (EV) and Plugin-Hybrid (PHEV) vehicle models to the market. During the year, we successfully established new banking facilities and are in the process of finalizing a second facility for sundry businesses.

Dividend and Share

The price of the share fluctuated during the period from Rs. 89.00 to Rs. 139.75 and ended the year at Rs. 110.00 (31 March 2025).

The Board of Directors of the Company has not recommended a dividend for the year ended 31 March 2025.

Digital Reporting

As per the CSE guidelines. this report is available on both the Company website. and the CSE website, for easy download. We will continue to provide you with hard copies of the report on request in writing, to the contact person specified at the beginning of this annual report. Our company Articles of Association, company policies as per the new listing rules, and many other details are now available for download at https://www.autodrome.lk/cg.

Gratitude to Stakeholders

I take this opportunity to thank the Company's valued customers and suppliers for their support, and the team for their commitment and dedication the Board of Directors, and the committees for their invaluable guidance and advice throughout the year.

I also thank all of you, the over 500 shareholders of the Company, for your continued confidence and trust.

Mrs. Bernadette J. Aloysius Chairperson of the Board

4th September 2025 Colombo

OPERATING RESULTS

In the financial year of 2025, The Autodrome PLC secured a profit of Rs. 30.1 million (2024- Rs. 5.1 million), despite the circumstances being an election year. Major contributors for this bottom line were the Gross Margin from its main business of Rs. 105.3 million (2024 - Rs. 47.5 million). During the year the company sold 14,714 units (2024 -4,821) of Bridgestone brand tyres, and provided workshop services to 2,793 (2024- 1,779) clients.

The Company reported other income and gains of Rs. 45.0 million (2024 - Rs. 30.7 million) for the financial year. This primarily comprises rent income from six office premises leased to third parties, of which five were occupied by IT-related businesses and one by a well-known restaurant chain.

For the year, the Group's finance income amounted to Rs. 53.4 million (2024 - Rs. 90.6 million). Total other financial investments as at 31 March 2025 declined significantly by 65.9% to Rs.

172.8 million (2024 - Rs. 506.3 million), primarily due to increased investment in stock to support sales recovery.

Land and Building

The Company's land holdings were valued at Rs. 1,758 million (2024 - Rs. 1,758 million), while buildings were valued at Rs. 338.3 million (2024 - Rs. 338.3 million). A professional revaluation of the property was conducted in 2024, and for the year 2025, the Board of Directors has opted to continue using the same valuation report. Changes in the value of buildings during the year are primarily attributable to depreciation.

Inventory

The Company continued to bolster trading stock, which began the previous year. This resulted in inventories rising sharply to Rs. 332.7 million as at the balance sheet date (2024 - Rs. 47.2 million).

Trade and Other Receivables

Trade debtors as of year-end was Rs. 133.4 million (2024 - Rs. 19.0 million), due to the rise in turnover during the month of March 2025 following the arrival of the fresh stocks.

Trade payables

Trade and other payables as at the period end amounted to Rs. 41.2 million (2024 - Rs. 67.2 million). Out of this, Rs. 23.5 million (2024 - Rs. 20.4 million) relates to trade payables.

The amount due to the main supplier, Bridgestone India, was nil as at the reporting date (2024 - Rs. 25.9 million due to Itochu Middle East FZE).

During the year, we commenced importing items on LC at sight basis, with Bridgestone India, the SBU assigned to distributors in the region, which now coordinates with Bridgestone directly in Japan.

Administrative Expenses

the Company successfully managed its administrative expenses through strict internal controls and optimizing operations with cost management. Administrative expenses for the year amounted to Rs. 145.9 million (2024 - Rs. 136.2 million).

The largest component was employee-related costs, including salaries, EPF, and ETF contributions, totaling Rs. 72.5 million (2024 - Rs. 66.2 million). The Company's total staff strength stood at 38 employees, of which five consist of the working directors and the Chairperson.

Utility expenses for the year amounted to Rs. 6.4 million (2024 - Rs. 7.4 million). Total electricity consumption for both offices was 196,955 units (2024 - 191,543 units), while water consumption remained unchanged at 2,720 units (2024 - 2,496 units)

The Company owns 10 vehicles and a backup generator. Key executives continued to receive fuel expense entitlements, with the Company's total fuel cost amounting to Rs. 3.6 million (2024 - Rs. 3.6 million). This stability was mainly due to fuel price moderation and reduced reliance on the generator as a result of fewer power cuts.

Security services were subcontracted to the KayJay Group, with related charges amounting to Rs. 8.2 million (2024 - Rs. 7.0 million). In addition, repairs and maintenance to the main building and stores amounted to Rs. 4.5 million (2024 - Rs. 4.1 million).

Business Environment

During the year under review, the Company front-loaded imports of its main product in order to recapture its lost market share. With the Government lifting the ban on the import of passenger vehicles, we remain optimistic about increased demand in the future, with our substantial strengths in EV and Hybrid tyres.

Internal Controls and Adequacy

The Company applies a sound internal control system, which are regularly reviewed and assessed by the Audit Committee, where all issues, and any payment or discharge has to be approved by the management. Management periodically monitors, reviews the adequacy of, and revises internal controls.

Rajeev Aloysius Jeremy Aloysius

Joint Managing Director Joint Managing Director

4th September 2025 Colombo

Mrs. Bernadette J. Aloysius B.A.

Chairperson

Mrs Bernadette J Aloysius was appointed to the Board in 1989 and is presently Chairperson. She holds a B.A. Degree from the University of Peradeniya. She also holds Directorates in Tourama (Pvt) Ltd. She has previously served as Marketing Director of the Company from 1989 to 2011, and as Deputy Chairperson from then to March 2013. She was appointed Chairperson on 01 April 2013.

Mr. Jeremy D. Aloysius MBA (USA)

Joint Managing Director / CEO

Mr. Jeremy Aloysius was appointed to the Board in 1989, was made an executive director in April 1992, and presently serves as the Joint Managing Director of the Company. He previously held the position of Finance Director. He holds a Masters in Business Administration from the American University in Asia (USA). He has undergone technical training at the Bridgestone Firestone Training and Communication Centre, in Nong Khae, Thailand. He is also a Director of Tourama (Pvt) Ltd.

Mr. Rajeev A. J. Aloysius FCMA (UK), CGMA, FCMA (SriL), MBA (SriJ.)

Joint Managing Director / CFO

Mr. Rajeev Aloysius has been an executive director since June 1997, and currently serves as a Joint Managing Director since July 2004, heading the Finance & IT Division, including Website Development. He holds an MBA from PIM, University of Sri Jayewardenepura; and is a Chartered Global Management Accountant, a Fellow of the Chartered Institute of Management Accountants (UK) and a Fellow of the Certified Management Accountants (Sri Lanka). He is a past president of two affiliated associations/councils, and served on the main committee of the Ceylon Chamber of Commerce for 6 years, representing them. He has been a committee member of the Sri Lanka Italy Business Council since 2003 (President from 2007-09, Hon. Member since 2018), and a committee member of the Ceylon Motor Traders' Association since 2018. He concurrently serves as the Managing Director of the subsidiary Tourama (Pvt) Ltd. He is a Council member of the IATA Agents Association of Sri Lanka (since 2021).He is the Hon. Treasurer of the Chamber Music Society of Colombo, a local arts organisation. He has been an active member of committees at CIMA Sri Lanka Division, and served on the Country Network Panel (2018-2020) of AICPA-CIMA Sri Lanka, and later as a member of the Country Network Committee (2021). He served as a member of committees at the Organisation of Professional Associations (OPA) for 8 years, representing CIMA.

Ms. Julie A. Aloysius BA (USA)

Executive Director

Ms. Julie Aloysius joined the board in 1990 and is presently an Executive Director of Autodrome PLC and Tourama (Pvt) Ltd. She earned her Bachelors degree in Communications from Aquinas College in Michigan, U.S.A. A Sri Lankan British dual citizen, she focuses on the tour operations arm of the company, organizing inbound tours and site visits to Asian destinations. She is a Zontian and a member of the Peter Pillai Social Institute.

Mrs. Joanne Aloysius Rajiyah BSc (Lond.), MBA (SriJ.)

Executive Director

Mrs. Joanne Aloysius Rajiyah joined the board in 2004 and serves the Company as Marketing Director. She heads the Company's New Business Development initiatives. She earned her B.Sc. in Law with Management from the University of London, and holds an MBA from the Postgraduate Institute of Management, University of Sri Jayewardenepura.

She is also a Director of Tourama (Pvt) Ltd, Renuka Holdings PLC, and the Renuka Group Ltd and its subsidiaries. She is also the Chairperson of Tuckers (Pvt) Ltd.

Prof. John A. Aloysius BSc (Hons.), PhD (USA)

Non Executive Director

Prof. John Aloysius has served as a Non-Executive director of the board since 1990. He is a professor and the Oren Harris chair in logistics in the Supply Chain Management Department of the Walton College of Business. He is or has been an active participant in professional organizations such as the council of supply chain management professionals (CSCMP), the decision sciences institute (DSI), the institute for operations research and the management sciences (INFORMS), the production and operations management society (POMS), and the society for judgment and decision making (SJDM). He has served as the president of the POMS College of Behavioral Operations. He serves on the promotion and tenure, and the research and human subjects committees of the Walton College as well as the research council and institutional review board of the University of Arkansas. . He holds a PhD. from Temple University, Philadelphia, USA and a Bachelor of Science Degree in Mathematics and Statistics, with First Class honours from the University of Colombo. He is a published and much cited researcher, and has represented the University in the US and overseas at many conferences, in his fields of expertise.

Mr. Jitendra T. Daulagala ACMA(UK), CGMA, MA (Essex)

Independent Non-Executive

Mr. Daulagala joined the board in 2024. He began his career as an Accounts Trainee at Warner Lambert Lanka Ltd., before moving on to roles such as Accountant at the Industrial Brush division of Eastern Merchants PLC and Credit Officer at Commercial Leasing PLC.

He currently serves as the Managing Director and Group Financial Director of iOM Lanka Ltd., (formerly EDS). He is an Associate of the Chartered Institute of Management Accountants (CIMA, UK) and a Chartered Global Management Accountant, and holds a Masters in Management Studies from the University of Essex (UK). He was an active member of the Executive Council of the Federation of Information Technology Industry Sri Lanka (FITIS), serving as its Treasurer from 2012 to 2013.

He is chair of the Audit Committee, and is a member of Remuneration Committee, Related Party Transactions Committee, and Nominations & Governance Committee

Ms. Chiranthi Cooray FCMA (UK), CGMA, CPA, MBA (UK), CIPM

Independent Non-Executive

Ms. Cooray joined the board in 2024. She is the Founder of Accedo Intel, a tech start-up focused on financial and climate risk advisory for the MSME sector. She brings extensive leadership experience, having served in key roles on banking, finance and regulatory sectors.

She currently serves on several Boards, including Advocata, the Ceyline Group of Companies, and the SJDS Foundation. She has held prominent roles in national policy initiatives and professional bodies, including Chairwoman of the National Task Force on Female Labour Participation and council memberships in the Association of Professional Bankers and SLID.

Ms. Cooray has received numerous accolades, including the HR Leadership Award (World HR Congress, 2015) and the Women in Management Gold Award (2014/15). She was also selected for the Liberal Policy Leaders program of the Friedrich Naumann Foundation's Freedom Academy in Germany (2024).

Her expertise spans Strategy, Governance, HR, ESG, and Organisational Transformation. She currently chairs the Remuneration Committee and serves on the Audit Committee, Related Party Transactions Committee, and Nominations & Governance Committee.

Mr. H. Asoka Pieris ACA, FCMA (UK), CGMA

Independent Non-Executive

Mr. Hiran Asoka Pieris joined the board in 2025. He is a seasoned professional with extensive expertise in business management, finance, and accounting, both in Sri Lanka and internationally. His diverse experience spans marketing, manufacturing, auditing, and financial services, including personal and SME lending and deposit management.

He is an Associate Member of the Institute of Chartered Accountants of Sri Lanka, a Fellow of the Chartered Institute of Management Accountants (UK), and a Certified Global Management Accountant. Currently, he serves as the Chairman of Cargills Bank PLC. His distinguished career includes key leadership roles such as Managing Director at Cargills Retail (Pvt) Ltd and Singer (Sri Lanka) PLC, as well as Director positions at Cargills (Ceylon) PLC, Hatton National Bank PLC, and the Ceylon Chamber of Commerce. He has also held senior financial and executive roles at Singer Asia (Hong Kong), Singer Bangladesh Ltd, PT Singer Indonesia TBK, Singer Corporation Ltd, and multiple subsidiaries across the region, demonstrating his broad international experience. Additionally, he has contributed as a director to First Capital Ltd and its subsidiaries, Commercial Leasing Company PLC, and various other organizations in Sri Lanka and abroad, making significant contributions to the financial and corporate sectors.

He serves as Senior Independent Director at Autodrome since March 2025, Chairs the Nominations & Governance Committee and the Related Party Transactions committee, and is a member of the Remuneration Committee and the Audit Committee.

Purpose of the Committee

The Board appointed the Audit Committee to be in line with the Code of the Best Practice on Corporate Governance and the requirement of the Securities and Exchange Commission for Public Listed Companies. The Audit committee functions, authority and duties have been clearly identified in the Audit Committee Charter.

The Committee was established to assist the Board in fulfilling its oversight responsibilities for the Company's financial reporting system, compliance with legal and regulatory requirements, internal controls, and risk management processes, including the systems established to identify, assess, manage, and monitor risk.

Audit committee charter

COMPOSITION OF THE AUDIT COMMITTEE AS AT 31 MARCH 2025

The Company has an Audit Committee Charter and the powers and responsibilities of the Audit Committee are governed by the Audit Committee Charter

Functions & Duties

The main role and the responsibilities of the Audit Committee include;

• Assisting the Board in discharging its responsibilities by satisfying the Board oversight responsibilities in relation to quality and integrity of the Financial Statements of the Company. This includes preparation, presentation and adequacy of disclosures in the Financial Statements in accordance with Sri Lanka Accounting Standards.

• The overall responsibility in ensuring that the Internal controls systems and risk management systems of the Company are adequate and comply with legal and regulatory requirements.

• Oversight responsibility to ensure compliance in relation to financial reporting requirement and the information requirement as required by Companies Act No. 07 of 2007 and other relevant financial reporting related regulations and requirements.

• Assessing the independence, qualifications and performance of External Auditors. Making recommendations to the board pertaining to appointment, re-appointment and removal of external auditors and approval of the remuneration and terms of engagement of the external auditors.

• Discussion of the audit plan, key audit issues and

  their resolution and management responses.

• Discussion of the Company's Annual Audited Financial Statements and Interim Financial Statements with management and the Auditors.

  Composition of the Audit Committee

  The Audit Committee consists of three Independent Non- Executive Directors who are appointed by, and are responsible to the Board of Directors. Regular Attendees by Invitation include, Jt. Managing Directors, Marketing Director, The Engagement Partner of Messrs. E&Y (External Auditor)

  Financial Reporting

  The Audit Committee review the quarterly and annual Financial Statements prior to publication. The Review includes

  • Appropriateness and changes in Accounting

    Policies

  • Significant estimates and judgements made

    by the management

  • Compliance with relevant accounting standards and applicable regulatory requirements

  • Companies working capital management

Risk Management and Internal Controls

The Committee reviewed and assessed the Company's risk management process including the adequacy of the overall control environment and controls in areas of significant risk. Key risks that exceeded the Group's risk appetite are discussed in the risk management section presented in page 25.

The Committee is satisfied that an effective system of Internal Controls are in place to provide reasonable assurance on safeguarding the Company's assets and the reliability of the Financial Statements.

Assurance from the CEO and CFO

As required under Rule 9.13.5 (2)(c) and (d) of the Listing Rules of the CSE, the Audit Committee was provided with confirmations and declarations that the Financial Statements have been prepared in accordance with the Listing Rules of the Colombo Stock Exchange, Sri Lanka Accounting Standards, information required by the Companies Act, No. 07 of 2007 and the Securities and Exchange Commission of Sri Lanka therein and presented a true and fair view of the Company's state of affairs as at that date and the Company's activities during the year under review.

External Audit

The Committee reviewed and discussed the external audit scope and approach with the external auditors and management prior to the commencement of the audit. Written assurance was obtained from the external auditors, approved by the SEC, confirming their independence throughout the audit engagement in compliance with all relevant professional and regulatory requirements. Upon completion of the audit, the Committee held closed-door discussions with the

auditors to address any observations and issues that arose during the engagement.

External Auditor Independence

The Committee obtained written assurance from the external auditors confirming that they remained independent throughout the audit, in line with applicable professional and regulatory requirements.

Determination of Auditor Independence

The Committee assessed the independence of the external auditors considering the duration of their engagement, provision of non-audit services, and compliance with rotation policies. As at 31st March 2025, Messrs Ernst and Young, Chartered Accountants has been the Company's external auditor for 6 years. Partner rotation takes place periodically, with a rotation having occurred in the financial year 2024/25. Where non-audit services were provided, the Committee evaluated whether auditor objectivity was maintained, taking into account the nature of services and associated fees.

Compliance

The Audit Committee reviewed the reports submitted by the management on compliance with applicable laws and regulations. The Committee is satisfied that laws and regulations are duly complied with and statutory payments have been made on a timely basis.

Reporting

The activity and views of the Committee have been communicated to the Board of Directors through verbal briefings, and by tabling the minutes of the Committee's meetings.

Meetings

The Committee held five meetings during the financial year on 24.04.2024, 26.07.2024,

14.08.2024, 25.10.2024, 28.01.2025 and

07.02.2025. The meeting held on 14.08.2024 was between the committee and the Auditors without the presence of the management, as required by the Charter.

Conclusion

The Audit Committee is satisfied that the effectiveness of the organisational structure of the Group and implementation of the Group's accounting policies and operational controls provide reasonable assurance that the affairs of the Group are managed in accordance with Group policies and Group assets are properly accounted for and adequately safeguarded. The Committee is also satisfied that the Company and its subsidiaries are able to continue as going concern.

Jitendra T. Daulagala Chairman

Audit Committee

4th September 2025 Colombo

Purpose of the committee

The purpose of the Related Party Transactions Review is to conduct an appropriate review of the Company's related party transactions and to ensure that the Company complies with LKAS 24, the Listing Rules of the Colombo Stock Exchange and with the Code of Best Practices on Related Party Transactions issued by the Securities and Exchange Commission.

Policies and procedures

The Board of Directors of the Company has been identified as comprising the Key Management Personnel (KMP) for the purpose of related party disclosures. In line with the Company's Related Party Transactions Policy, declarations are obtained from each KMP to identify their related parties. Based on the information provided in these declarations, the Company extracts and monitors related party transactions using its internal database and records..

Terms of reference

The Terms of Reference of the Related Party Transactions Review Committee describes its duties and responsibilities. The terms of reference covers aspects relating to matters prescribed in the Listing Rules of the Colombo Stock Exchange and include the following:

-To ensure that the Company complies with the Rules.

-To review in advance all proposed related party transactions to ensure compliance with the Rules.

-To update the Board of Directors on the related party transactions of the Company on a quarterly basis.

-Define and establish the threshold values in setting a benchmark for related party transactions which have to be pre-approved by the Board, which require to be reviewed in advance and annually and similar issues relating to listed Companies.

-To make immediate market disclosures on applicable related party transactions as required by the Rules.

-To include appropriate disclosures on related party transactions in the annual report as required by the Rules.

• To ensure that Policies and procedures regarding related party transactions are being reviewed and updated on an ongoing basis.

• To ensure that necessary steps have been taken by the management to avoid any conflicts of interests that may arise in transacting with related parties.

Related party transactions during the year There were no non- recurrent or recurrent related party transactions that exceeded the respective thresholds mentioned in the Listing Rules requiring disclosure. Details of other related party transactions entered into by the Company during the year is disclosed in Note 21 to the Financial

COMPOSITION OF THE RELATED PARTY TRANSACTIONS REVIEW COMMITTEE AS AT 31 MARCH 2025

Subcommittee Member

Directorship Status

Meetings attended

Statements.

Composition and Meetings of the Committee The Committee consists of three independent non-executive directors. The Secretary to the Committee is Ms. J. J. B. Aloysius Rajiyah, who is an Executive Director of the company. The Committee held four meetings during the year under the charimenship of Mr. Ranil De Silva on 24.04.2024, 26.07.2024, 25.10.2024 and

28.01.2025. The names and records of meetings attended by the members are given in the table.

Declaration

A declaration is given by the Board in the Annual Report of the Board of Directors on pages 33, Note 17 as a negative statement to the effect that no related party transaction falling within the ambit of the rule 9.3.2 of Listing Rules of the Colombo Stock Exchange was entered in to by the Company during the year.

On behalf of the Related Party Transaction Review Committee.

H. Asoka Pieris Chairman

Related Party Transactions Review Committee

4th September 2025 Colombo

Chairman's report

Subcommittee Member

Directorship Status

Meetings attended

Dear shareholder,

I am pleased to present the report of the Remuneration Committee for the year ended 31st March 2025. Through this report I will share with you how the Remuneration Committee worked towards discharging its responsibilities.

Purpose of the committee

The Committee was established for the purpose of recommending the remuneration of the Chairman, and the Executive Directors. The Committee also approves the remuneration of the senior executives on the recommendations made by the Executive Directors

Terms of reference

The Committee has written terms of reference,

Meetings

COMPOSITION OF THE REMUNERATION COMMITTEE AS AT 31 March 2025

dealing with its authority and duties, which is carefully designed to discharge the Committee's purpose, duties and responsibilities.

The Committee is committed to the principles of accountability and transparency and to ensuring that remuneration arrangements align rewards with performance.

The proposals relating to the remuneration of Executive Directors and the members of the Group Management Committee were devised in consultation with the Chairman and the Directors and the Jt. Managing Directors. No Director is involved in deciding his own remuneration. The Committee has acted within the parameters set by its terms of reference.

Remuneration policy

The remuneration policy is designed to reward, motivate and retain the Company's management team, with market competitive remuneration and benefits, to support the continued success of the business. The Committee makes every endeavour to maintain remuneration levels that are sufficient to attract and retain Executive Directors and Senior Executives. Accordingly, salaries and other benefits are reviewed periodically, taking into account the performance of the individual and industry standards.

The remuneration packages which are linked to individual performances are aligned with the Company's short-term and long-term strategy. Further, the benefit packages awarded to Executive Directors are intended to be competitive and comprise a mix of fixed and variable pay. The variable remuneration is linked to group's profitability.

Components of the Executive Directors' remuneration ; Fixed remuneration (Basic salary and fringe benefits), Variable remuneration, Post-employment benefits.

All Non-Executive Directors receive a fee for serving on the Board and on Board committees. They do not receive any performance related incentive payments.

The Committee held two meetings during the financial year under the previous Chair and members, on 24.04.2024 and 07.12.2024. The following key areas were decided upon during these meetings;

• Salary revision for the year 2024/25 for the

  executives and wages board

• Bonus for the year 2024 for the executives and

wages board

The Directors' emoluments are disclosed in Note 21 on page 64. Aggregate remuneration of executive and non-executive directors amount to Rs. 37.92 million

On behalf of the Remuneration Committee.

Chiranthi Cooray Chairman

Remuneration Committee

4th September 2025 Colombo

Purpose of the Committee

The Nominations & Governance Committee was established for the purpose of advising the Board in relation to nominations, retirement and succession of the Board members. The Committee was renamed and reconstituted as the Nominations & Governance Committee, in order to adhere to the amended regulations of the Colombo Stock Exchange circular No.04/2023. The Committee currently comprises of four Non-Executive Directors, three of whom are Independent Non-Executive Directors. A presentation was carried out at a Board Meeting outlining the enhanced role of the committee.

Nominations and Governance Committee Charter

The Committee has the authority to discuss the issues under its purview and report back to the Board of Directors with recommendations, enabling the Board to take relevant decisions, define and establish the nomination process for Non-Executive Directors (NEDs), lead the process of Board appointments and make recommendations to the Board on the appointment of Non Executive Directors. There is a written charter of the Committee.

Board Diversity

The directors of The Company have a wide range of experience, skills, age, and gender as an essential factor for effective Board performance. The female to male ratio of the Board is 4:5

COMPOSITION OF THE NOMINATIONS AND GOVERNANCE COMMITTEE AS AT 31 March 2025

Subcommittee Member Directorship Status Date of Appointment

Name

Board Committees Served

Date of First Date of Last Directorships in other Appointment Appoinment Listed Entities (3years)

Relationships

BOARD MEMBERS UP FOR RE-ELECTION

(including a female Chairperson), and the educational and professional backgrounds of the directors include finance, marketing, management, communications, and law. The Independent Directors of the Board meet the regulations in force until 31st December 2025.

Meetings and Attendance

The Nominations & Governance Committee held three meeting during the financial year on 25th October 2024, 18th December 2024, and 31st March 2025.

Terms of reference

The Nominations and Governance Committee has written Terms of Reference dealing with its authority and duties. The enhanced role of the committee now includes:

1. Evaluation of the appointment of Directors to the Board of Directors and Board Committees of The Company (excluding decisions relating to his/ her own appointment).

2. Recommending (or not) the re-appointment/ re-election of current Directors.

3. Establishing a formal and transparent procedure to evaluate, select and appoint/re-appoint Directors.

4. Establishing and maintaining 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. Establishing and maintaining 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. Developing succession plan for Board of Directors and Key Management Personnel of The Company.

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

8. Reviewing the overall corporate governance framework of The Company taking into account the Listing Rules of the Exchange, other applicable regulatory requirements and industry/ international best practices.

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

10. Receiving 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.

Board and CEO Performance Evaluation

In compliance with Rule 9.11.5 of the Listing Rules of the CSE, the Committee confirms that periodic evaluations have been conducted on the performance of the Board of Directors. These evaluations are aimed at assessing the effectiveness of the Board's oversight responsibilities in achieving the Company's strategic objectives. The performance reviews are structured, criteria-based and carried out under the supervision of the Nominations and Governance Committee. Feedback from these evaluations is used to identify areas for improvement and to support ongoing Board effectiveness.

Statement on Directors' independence

As required under Rule 9.8.5 (a) of the Listing Rules of the CSE, all Independent Non-Executive Directors of the Company have each submitted a signed and dated declaration confirming their independence, in accordance with the criteria specified in the CSE Listing Rules.

In accordance with Rule 9.11.6 (l) of the Listing Rules of the CSE, the Nominations and Governance Committee confirms that, as at the reporting date, the Independent Non-Executive Directors of the Company have satisfied the criteria for determining independence as specified under Rule 9.8.3 of the CSE Listing Rules.

Compliance with Corporate Governance Rules

The Company is currently in compliance with the rules of Corporate Governance currently in force. The Chairperson of the Company is an Executive of the Company, and in accordance with the rules a Senior Independent Director (SID) was appointed during the financial year, and disclosure and justification published on the website of the Colombo Stock Exchange.

On behalf of the Nominations & Governance Committee.

Asoka Pieris Chairman

Nominations and Governance Committee 4th September 2025

Colombo

Board Member 24-04-24 26-07-25 14-08-24 25-10-24 28-01-25

A brief overview of our application of some of the Guiding Principles formulated by the Institute of Chartered Accountants of Sri Lanka, as well as the current listing rules of the Colombo Stock Exchange is given below.

We the Board confirm that as at the date of the Annual Report, that the Company is in compliance with the Corporate Governance Rules of the Colombo Stock Exchange.

Board of Directors

During the year under review, from 01 April to 31 March, the Board of Directors comprised five Executive Directors and four Non-Executive Directors. The profiles and qualifications of the Directors are detailed on page 07 of this report. A disclosure of the Board composition-indicating whether each Director is Executive, Non-Executive, or Independent Non-Executive-is provided on page 31, under Note 12 of the Annual Report of the Board of Directors. During the financial year, three Independent Non-Executive Directors resigned, and three new Independent Non-Executive Directors were appointed.

DIRECTORS ATTENDANCE FOR THE BOARD MEETINGS 2024/ 2025

The Chairperson of the Board, Managing Director positions and Senior Independent Director position are held by different persons. The Joint Managing Directors function as joint Chief Executive Officers of the Company. One Independent Non-Executive Director represents the board as the Senior Independent Director. The Non-Executive Directors are not involved in the day to day running of the Company, but participate in the review and monitoring of operations, while also participating in Governance Committees (see below). Three directors are both Independent and Non-Executive, as per the definitions given by the Colombo Stock Exchange.

All Non-Executive Directors have submitted a declaration on the status of their independence to the Company.

The Board of Directors met on 24th April 2024, 26th July 2024, 14th August 2024, 25th October 2024, and 28th January 2025. Resolutions were passed by circulation on 5th September 2024,9th September 2024, 24th September 2024, 2nd October 2024, 9th January 2025, 25th February 2025 and 31st March 2025.

Audit Committee

The audit committee consists of three independent, non-executive directors. The committee is chaired by a member of a professional accounting body, and at least one other member has equivalent professional qualifications. The audit committee consists only of non-executive directors, and two executive directors are invited for clarifications at meetings. The functions of the Audit Committee are in accordance with Rule

9.13.4 of the Listing Rules. The invited executive

directors include a Joint Managing Director. The audit committee met six times during the year under review, and conducted the business as entrusted to them under their Terms of Reference.

Remuneration Committee

The Remuneration committee consists of a Chairman who is an independent non-Executive Director, and two other independent non-executive directors.

The Remuneration Committee met two times during the year under review on 24.04.2024 and 07.12.2024, and conducted the business as entrusted to them under their Terms of Reference.

Remuneration Policy

The Remuneration Committee meets twice a year to review the key management personnel remuneration policy. The aggregate remuneration of key management personnel is disclosed under note 21 on page 64.

Code of Ethics and Best Practice

A formal Code of Ethics and Best Practices has not been formulated and adopted at the given time. The ideas, theories, principles and Best Practices underlying such a code have been in active use for some time. The Company operates to meet the aspirations of all of its stakeholders.

Related Party Transactions Review Committee The Related Party Transactions review committee meets every three months to conduct an appropriate review of the Company's related party transactions and to ensure that the Company complies with the rules set out in the Code of Best Practices issued by the Securities and Exchange Commission.

Nomination & Governance Committee

A Committee was established for the purpose of advising the Board in relation to nominations, retirement, succession and training of the board members. The company had three Nomination & Governance committee meetings for the year 2024/25 on 25th October 2024, 18th December 2024 and 31st March 2025.

The Company Policies

The Company's Policies on Board Committees, on Corporate Governance, Nominations and Re-election, on Remuneration, on Risk Management and Internal controls, on Environmental, Social and Governance Sustainability, on Control and Management of Company Assets and Shareholder Investments, on Corporate Disclosures, on Relations with Shareholders and Investors, on Whistleblowing, on Anti-Bribery and Corruption, on Internal Code of Business conduct and Ethics for all Directors and employees, are published at https://www.autodrome.lk/cg.

Fit and Proper

To ensure compliance with Listing Rule No. 9.7.1, each member of the Board has declared conformity with the fit and proper assessment criteria outlined in Listing Rule No. 9.7.3 and 9.7.4 by providing signed declarations for the year under review. Individuals who fail to comply with the criteria as per the above rule, will no longer be eligible to serve as directors of the company. All Directors met the fit and proper assessment criteria stipulated in the Listing Rules of the CSE.

Independence of Auditors

The auditors of the Company are Ernst & Young, a member firm of the Ernst & Young network of independent member firms affiliated with the Ernst & Young International cooperative. As far as the Directors are aware, the Auditors do not have any relationship or interests (other than that of auditors) with the Company. They confirm that they are independent in accordance with the Code of Ethics of The Institute of Chartered Accountants of Sri Lanka.

Disclosures specified by section 7.4 and 7.5 of the listing rules of the Colombo Stock Exchange

The Interim Financial Statements have been submitted to the Colombo Stock Exchange within forty five days for all quarters from the end of the relevant quarter.

Interim financial statements were prepared using guidelines of LKAS 34 and is in compliance with the said standard.

Shareholder Relations

The Company assigns a high priority to the communication of results and prospects for the future to its shareholders, as a responsible listed Company on the Colombo Stock Exchange. The Quarterly and Annual reports are simultaneously updated on the Company's website at https://http://financial.autodrome.lk. This year too, we have an Excel sheet on the website for ease of analysis.

If you have any questions on accessing of the digital copy of this report, please call +94 112326181 or +94 112314804. The contact person at the time of publishing this annual report is Mr. Gayan Joseph, Head of Finance. If you wish to Email instead, the address is finance@autodrome. lk. The fax number is +94 112338611.

The policy of maximum disclosure is followed in so far as such information would not be detrimental to Company interests in relation to its competitors.

LEVEL OF COMPLIANCE WITH MANDATORY REGULATIONS

This section provides a navigation on the level of compliance to Companies Act and the regulations provided by the Colombo Stock Exchange.

Disclosures Required by the Companies Act No. 07 of 2007.

This section provides a navigation on the level of compliance to Companies Act and the regulations provided by the Colombo Stock Exchange.

Disclosures Required by the Listing Rules of the Colombo Stock Exchange.

brief

description and amount disbursed

• Any update on disclosures in documentation from date of listing

• Qualitative performance indicators in line with the International Sustainable Bond Standards, quantitative performance measures of the environmental impact or if impact not ascertained reason for same.

• Methods and the key underlying assumptions used in preparation of the performance indicators and metrics.

An update on eligibility, allocation, and the impact of outstanding Sustainable Bond/s

9.5.1 Policy on matters relating to the Board of Directors

process to make all Directors aware of major issues and concerns of shareholders

Listed Entities shall establish and maintain a formal policy governing matters relating to the Board of Directors

Compliant N/A