Annual Report - 2024/25

2024/25

ANNUAL REPOR T

Contents

Financial Highlights | 1 Board of Directors | 2

MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis | 6 Corporate Governance Report | 13

Audit Committee Report | 38

The Related Party Transactions Review Committee Report | 40 Remuneration Committee Report | 41

Nominations and Governance Committee Report | 42 Report of The Senior Independent Director (SID) | 43

FINANCIAL INFORMATION

Annual Report of the Board of Directors | 46 Statement of Directors' Responsibility | 50

Chief Executive Officer's and Group Chief Financial Officer Responsibility Statement | 51

Independent Auditors' Report | 52 Statement of Profit or Loss | 59 Statement of Comprehensive Income | 60 Statement of Financial Position | 61 Statement of Changes in Equity | 63 Statement of Cash Flows | 65

Notes to the Financial Statements | 67

SUPPLEMENTARY INFORMATION

Ten Year Summary | 182

Share Analysis as at 31st March 2025 | 184 20 Major Shareholders | 185

Parent, Subsidiaries, Sub-Subsidiaries and

Associate companies of Browns Investments PLC | 186 Glossary of Financial Terms | 190

Director's Declarations | 191

Corporate Governance Policies Adopted By The Company | 193 Board & Sub-Committee Compositions | 195

Notes | 196

Stakeholder Feedback Form | 199

Notice of the Annual General Meeting | 201 Form of Proxy | 203

Financial Highlights

Board of Directors

MR. ISHARA NANAYAKKARA

Executive Chairman

Mr. Ishara Nanayakkara is a distinguished entrepreneur who serves on the boards of numerous leading corporations and

conglomerates internationally. Hailing from a strong business lineage and early involvement in his family enterprises, he strategically ventured into the financial services sector through a pivotal investment in LOLC Holdings PLC, where he was appointed to the Board in 2002.

Over the past two decades, his visionary leadership has been instrumental in transforming LOLC into Sri Lanka's most profitable and diversified conglomerate, with a formidable presence in the global financial arena. Under his guidance, LOLC

pioneered a dynamic MSME financial platform on an international scale, marking a historic milestone as the first Sri Lankan enterprise to achieve such global reach and impact.

Mr. Nanayakkara's expertise in microfinance and MSME markets has been a driving force behind the success of financial institutions across Sri Lanka, Cambodia, Myanmar, Pakistan, Indonesia, the Philippines, India, Zambia, Nigeria, Egypt, Malawi, Tanzania, Zimbabwe, Kenya, Kyrgyzstan, Kazakhstan, and Tajikistan. He was pivotal in establishing the Group's Life and General Insurance ventures and pioneered the concept of Micro-Insurance in Sri Lanka and Cambodia,

providing essential protection to underserved populations at the bottom of the economic pyramid.

His business acumen spans the key growth sectors of emerging economies, with strategic investments across multiple industries. In Leisure, he commands one of the largest hotel portfolios in Sri Lanka, the Maldives, and Mauritius. In Plantations, the Group has become the world's largest tea manufacturer, with operations in Sri Lanka, Kenya, Tanzania, China and Rwanda. These are complemented by significant investments in Construction, Trading, and Manufacturing, and more recently, in pioneering scientific and innovation-driven initiatives.

Ishara continues to lead the strategic direction of the LOLC Group, driving both financial and non-financial sector

investments with a clear vision executed with precision, discipline, and a steadfast commitment to generating long-term value for all stakeholders.

He has held several distinguished positions, including serving as Chairman of the Sri Lanka Institute of Nanotechnology, the nation's premier institution for advanced nanotechnology solutions. Renowned for his

innovative approach, he has steered the Group into pioneering biotech ventures, such as

the conversion of pure graphite to graphene, leveraging cutting-edge technologies to enhance the value of the Group's diverse plantation portfolio spanning cinnamon, tea, sugarcane, rubber, and related by-products.

His strategic foresight has also extended to renewable energy initiatives in Sri Lanka and Sierra Leone, including the establishment of Africa's largest sugar-based bioethanol and power plant, enriching the Group's portfolio with multidimensional expertise across global markets.

Ishara is a recognised businessman in the international community for his invaluable contributions to microfinance, acknowledged by independent international platforms

such as INSEAD Business School. His entrepreneurial excellence was further distinguished by the prestigious 'Young Entrepreneur of the Year' Award at the Asia Pacific Entrepreneurship Awards (APEA) in 2012.

Mr. I. C. Nanayakkara serves as the Executive Chairman of LOLC Holdings PLC, Browns Investments PLC, and Brown & Company PLC, and also holds directorships on several

other Group company boards, both locally and internationally.

MR. KAPILA JAYAWARDENA

Non-Executive Director

Mr. Kapila Jayawardena is a seasoned leader in banking and investment banking with extensive experience in both local and international financial sectors. Since joining LOLC Holdings PLC as Managing Director/

Group CEO in 2007, he has been instrumental in driving the Group's strategic diversification and growth Locally and Globally across nine verticals.

In addition to his executive role at LOLC Holdings, Mr. Jayawardena serves as Chairman and Director for several Group companies, including Eden Hotel Lanka PLC, Serendib Hotels PLC, Dolphin Hotels PLC, Hotel Sigiriya PLC, LOLC Securities Limited, Palm Garden Hotels PLC, and LOLC Life Assurance Ltd. He also holds directorships in Brown & Company PLC, Browns Investments PLC, LOLC International (Private) Limited, LOLC Advanced Technologies (Private) Limited, LOLC Asia (Private) Limited, LOLC Global (Private) Limited, Ceylon Graphene Technologies (Private) Limited and LOLC Africa Holdings (Private) Limited.

Prior to joining LOLC Group, Mr. Jayawardena was Country Head and CEO (Sri Lanka and Maldives) at Citibank NA from 1998 to 2007, where he also undertook assignments in New York and Manila. In recognition of his leadership and transformative impact at LOLC Holdings, he was awarded the CITI

Distinguished Alumni Award for Leadership by Citi Group in New York in 2024.

Mr. Jayawardena's professional contributions include serving as Chairman of the Sri Lanka Banks' Association (2003/04), President of the American Chamber of Commerce in Sri Lanka (2006/07), and holding memberships in the Financial Sector Reforms Committee, National Council of Economic Development, and the United States-Sri Lanka Fulbright Commission.

He holds an MBA in Financial Management and is a Fellow of the Institute of Bankers as well as an Associate Member of the Institute of Cost and Executive Accountants, London (UK).

MRS. KALSHA AMARASINGHE

Non-Executive Director

Mrs. Kalsha Amarasinghe holds an Honours Degree in Economics and has an outstanding vision for investments.

Mrs. Amarasinghe serves on the Boards and subsidiaries of LOLC Holdings PLC and

Brown & Company PLC including Palm Garden Hotels PLC, Eden Hotel Lanka PLC, Browns Investments PLC, Serendib Hotels PLC, Hotel Sigiriya PLC, Green Paradise (Pvt) Ltd, P L Resorts Ltd, Browns Holdings Ltd and Three Tips Ella (Pvt) Ltd.

MR. KAMANTHA AMARASEKERA

Non-Executive Director

Mr. Kamantha Amarasekera is a member of the Institute of Chartered Accountants of Sri Lanka and is an Attorney-at-Law of the Supreme Court of Sri Lanka. He also holds a degree in Business Administration from the

University of Sri Jayewardenepura and began his career in the year 1998. Mr. Amarasekera is an eminent Tax Consultant and the Senior Tax and Legal Partner of M/s. Amarasekera & Company, a leading tax consultancy firm in the country.

Other key appointments: Director - Eden Hotel Lanka PLC, Ceylon Hotels Corporation PLC, Palm Garden Hotels PLC, AgStar PLC, Sierra Cables PLC, Serendib Hotels PLC, Dolphin Hotels PLC, Hotel Sigiriya PLC, Hapugastenne Plantations PLC, Udapussellawa Plantations PLC and several other subsidiaries of Browns Investments Group.

MR. CHITRAL WIJESINHA

Independent Non-Executive Director

Chitral has over 27 years of experience in the financial services industry, specialising in managing investments for retail and wholesale clients. He possesses extensive expertise in banking and finance, with a particular focus on Treasury Management, Investment and Retirement Planning and Superannuation. His deep understanding of

industry practices, regulations, legislation and market trends, combined with his knowledge of current market dynamics, enables him to consistently perform at a high standard.

Currently, Chitral serves as the Director, Shareholder and Principal Financial Adviser at Trilogy Financial Solutions NZ Limited (TFS). He is a licensed financial adviser in New Zealand and an active member of the Wealthpoint Financial Adviser Provider (FAP) network. Additionally, he plays a key role as a member of the Wealthpoint Investment Committee, contributing to strategic investment decisions.

Previously, Chitral was the Country Treasurer for Citibank Sri Lanka (1996-2003). He currently serves as an Independent Director of LOLC (Cambodia) PLC, further showcasing his expertise in financial management and governance.

Board of Directors

MR. KANTHIMANY SIVANESAN

Senior Independent Director

Mr. K. Sivanesan is the Partner - Head of Tax of Amerasekera & Co. Chartered Accountants, a well-known professional in tax advisory services. He bears a track record of more than twenty years in the field of taxation.

Mr. Sivanesan is a specialist in research and technical studies in the subject of taxation. He is a Fellow member of the Institute of Chartered Accountants of Sri Lanka and

the Institute of Certified Management Accountants of Sri Lanka. Mr. Sivanesan holds a Bachelor's degree in Commerce from the University of Sri Jayewardenepura. He was a lecturer for the subject of taxation for final level students of CA Sri Lanka.

MR. STEFAN FURKHAN

(retired with effect from 01st January 2025) Independent Non-Executive Director

Mr. Stefan Furkhan had his initial Hospitality education in Australia and Post Graduate training in Germany, with over 30 years of experience in the Hospitality Industry. He

is also a Graduate Diploma Holder of the Chartered Institute of Marketing, UK (CIM), and a Fellow member of the Institute of Hospitality UK.

He is a seasoned Hospitality Industry professional with a proven track record, having successfully managed multiple hotels, and the launching of Green Field Hotel Projects. During his career he has been instrumental in identifying and introducing several new concepts to the Tourism Industry in Sri Lanka. His experience spans across Europe, South Asia, Australia and the South Pacific.

Mr. Furkhan currently holds Board positions on several Company Boards and is engaged in providing specialised Consultancy Services to Hotel Companies, focusing

on Asset Management, Hotel Acquisition and Investment, new developments, and Management Company selection.

Mr. Furkhan is currently the Chairman of the Confifi Group of Companies and a Director of Eden Hotel Lanka PLC., Dolphin Hotels PLC., and Hotel Sigiriya PLC. He is also a Promoter, Shareholder, and Director of the Radisson Colombo, Radisson Kandy, and Radisson Blue Resort in Galle.

DR. JAYANTA SWAMINATHAN

(retired with effect from 01st January 2025) Senior Independent Non-Executive Director Attorney-at-Law, LLB (Ceylon), LLM, M. Phil. (Colombo) and LLD (Honoris Causa)

Dr. J. M. Swaminathan is an Attorney-at-Law with over 60 years in practice and has been appointed a Senior Instructing Attorney-at-Law by His Excellency the President. He was the former Senior Partner of Messrs. Julius & Creasy. He was a Member of the Office for Reparations Sri Lanka. He has served as a Member of the Law Commission of Sri Lanka

and Member of the Council of Legal Education and the Council of the University of Colombo. He is also a Member of the Company Law Advisory Commission and The Intellectual Property Law Advisory Commission and a Member of the Board of Management of the Superior Court Complex. He is the Chairman of the Board of Studies of the Council of

Legal Education and was also a Consultant at the Institute of Advanced Legal Studies of the Council of Legal Education. He is a Member of the Visiting Faculty of the LLM Course of the University of Colombo. He also serves on the Boards of several public and private companies including C M Holdings

PLC, Colombo Fort Investments PLC, Colombo Investments Trust PLC, Eden Hotel Lanka PLC, Palm Garden Hotels PLC, Renuka Holdings PLC, Serendib Land PLC, Serendib Hotels PLC, Dolphin Hotels PLC, and Hotel Sigiriya PLC.

MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis | 6 Corporate Governance Report | 13

Audit Committee Report | 38 The Related Party Transactions Review Committee Report | 40

Remuneration Committee Report | 41 Nominations and Governance Committee Report | 42

Report of The Senior Independent Director (SID) | 43

BROWNS PLANTATIONS HAS EMERGED AS THE WORLD'S LARGEST TEA PRODUCER, ACHIEVING AN ANNUAL OUTPUT OF APPROXIMATELY 100 MILLION KILOGRAMS

Management Discussion and Analysis

"BROWNS INVESTMENTS PLC (BI), A SUBSIDIARY OF THE RENOWNED BROWNS GROUP AND A PART OF SRI LANKA'S MOST DIVERSIFIED CONGLOMERATE, LOLC HOLDINGS PLC, SERVES AS THE GROUP'S STRATEGIC INVESTMENT ARM. THE COMPANY HAS BUILT A ROBUST AND BALANCED PORTFOLIO ACROSS HIGH-GROWTH SECTORS INCLUDING LEISURE AND HOSPITALITY, AGRICULTURE AND PLANTATIONS, AND CONSTRUCTION AND REAL ESTATE."

Browns Investments PLC (BI), a subsidiary of the renowned Browns Group and a part of Sri Lanka's most diversified conglomerate, LOLC Holdings PLC, serves as the Group's strategic investment arm. The Company has built a robust and balanced portfolio across high-growth sectors including leisure

and hospitality, agriculture and plantations, and construction and real estate.

Guided by a long-term investment philosophy, BI focuses on sectors with strong growth potential while maintaining a prudent balance between risk, profitability, and liquidity. The Company's diversified holdings not only ensure resilience in dynamic market conditions but also support sustainable value creation for all stakeholders.

During the year under review, BI continued to strengthen its position in core sectors

through strategic acquisitions and operational enhancements, reaffirming its role as a key driver of growth within the LOLC Group and the broader national economy.

LOCAL

Browns Plantations

Browns Plantations marked a significant milestone during the year under review - emerging as the world's largest tea exporter following its landmark acquisition of Lipton Teas and Infusions' estates across Kenya, Rwanda and Tanzania. This historic transaction elevated the company's estimated annual export volume to approximately 100 million kilograms, consolidating its dominance on the global tea stage and reflects the strategic foresight of Browns Investments, under whose umbrella Browns Plantations operates. The acquisition underscores the Group's unwavering commitment to sustainable

growth, sectoral leadership and global value creation in the fields of cultivation, production and export of tea.

With origins dating back to 1875, Browns evolved from a pioneering manufacturer of plantation machinery into one of Sri Lanka's most respected players in the plantation sector. The company's transformation accelerated in 2011 following its acquisition by LOLC Holdings PLC, marking the beginning of a new era of innovation, synergy and scale.

Today, Browns Investments Group is a diversified conglomerate with operations spanning agriculture, manufacturing and construction, Real Estates, leisure and strategic investments. In line with its broader growth trajectory, Browns Plantations acquired Udapussellawa Plantations PLC and Hapugastenne Plantations PLC from Finlays in December 2021.

Together with Maturata Plantations Limited, these entities were brought under a unified operating structure, thereby strengthening the Group's leadership position in Sri Lanka's plantation industry.

Spanning a total extent of 32,725 hectares, including 11,072 hectares under tea cultivation, the three regional plantation companies have demonstrated consistent operational excellence. The plantation companies' performance has been acknowledged through both local and international accolades, including the Social Dialogue Award, the Responsible Care Award, top recognition at the Grand Charity Auction, and the Gold Award at the

Ceylon Tea Specialty Estate of the Year Competition. These honours affirm the company's commitment to industry leadership, community engagement

and sustainable value creation. Recognising the company's digital drive, its website was adjudged as the Most Popular Corporate Website Award at the BestWeb Awards 2024, organised by the LK Domain Registry.

With the recent acquisition of Pussellawa Plantations Limited and Tea Smallholder Factories PLC, the

total extent of Browns Plantations exceeded 88,000 hectares globally. Moreover, Browns Plantations continues to uphold rigorous compliance with international benchmarks. Its operations are certified under Rainforest Alliance, ISO 22000 and HACCP standards, affirming adherence to global protocols on environmental sustainability, food safety and hazard control across the production cycle. These certifications serve as a testament to the Group's responsible practices and its ability to meet the expectations of discerning international markets.

During the year under review, Browns Plantations delivered exceptional results, with tea production volumes reaching approximately 100 million kilograms, significantly contributing to the Group's overall financial performance. This success is attributed to the Browns Plantations' strategic

direction, commitment to quality, and alignment with evolving global consumer preferences. Innovation continues to play a central role in driving efficiency and productivity across the plantations. Latest technological advancements have enabled Browns Plantations to modernise traditional processes, optimise performance and strengthen its position as a globally competitive plantation operation.

Looking ahead, Browns Plantations remains focused on long-term sustainable growth, continued technological advancement and global excellence. The company is committed to diversifying its operations, embedding sustainability across the value chain and investing in R&D-led solutions that future-proof its business. Its strategic priorities are centred on innovation and industry transformation, aimed at delivering not only shareholder value but also broader socioeconomic impact.

Maturata, Udapussellawa & Hapugastenne Plantations

Maturata Plantations Limited is a leading player in Sri Lanka's plantation sector, recognised for its scale, diversity and operational strength. The company is one of the country's foremost producers of tea and boasts the largest cinnamon plantation in Sri Lanka. With a total of 19 estates and a land bank spanning nearly 17,000 hectares, Maturata's processing capacity is supported by seven functioning factories, enabling it to maintain high-quality production standards while preserving the integrity of its agricultural heritage.

In addition, Udapussellawa and Hapugastenne Plantations have also cultivated a rich agricultural legacy in Sri Lanka's upcountry regions.

Udapussellawa's diversified portfolio includes tea, coffee, commercial forestry, cardamom, coconut and cocoa, while Hapugastenne focuses on tea, rubber, commercial forestry, pepper, cinnamon and cocoa. Both companies steward significant land holdings, which include vital water catchment areas and high conservation value zones.

Understanding the environmental importance of these ecosystems, the companies have adopted a proactive approach to conservation. Initiatives have been launched to engage the younger generation in protecting these sensitive landscapes. Educational

programmes and community-based environmental events are organised to foster awareness, encourage local stewardship and promote long-term sustainability.

Tropical Island Commodities

Although Tropical Island Commodities recorded another year of financial losses in 2024/25, the magnitude of the loss declined compared to the previous year, with operational metrics showing signs of recovery. While market conditions continued to suppress profitability across the sector, there

was a gradual improvement in sentiment towards the end of the year. The company took several decisive steps to diversify its income streams and reduce dependency on traditional operations. Strategic partnerships were formed with two leading Sri Lankan export companies, positioning Tropical Island Commodities as a key back-end manufacturer for cinnamon-based products.

These ventures are expected to deliver stable order volumes and improved financial performance in the coming year. The company is also playing a lead role in establishing the supply network for SunYield BioIngredients Pvt Ltd, a high-value extraction venture under LOLC Advanced Technologies. This initiative will enable Tropical Island Commodities to

broaden its reach within the agri-export value chain, expanding its commercial footprint and enhancing operational synergies. With these partnerships and new ventures underway, the company is confident of returning to profitability in the 2025/26 financial year.

GLOBAL

Browns Plantations Kenya

Browns Plantations Kenya (BPK), Browns East Africa Plantations (BEAP), Browns Plantations Tanzania (BPT), Browns Plantations Rwanda (BPR) and Browns Plantations (Guizhou) Tea (BPG) together form the foundation of a globally integrated tea enterprise. Their expansive presence across Africa and Asia allows Browns Plantations to leverage scale, operational synergies and product diversity. Driven by a commitment to ESG, innovation and value creation, the global plantations strategy is aligned with the Group's long-term ambition of leading the global tea industry in quality, sustainability and reach.

Browns Investments' strategic acquisition of Finlay's Kenya has firmly established the Group as a major force in the global tea industry. Finlay's, one of the oldest plantation operations managed by the Swire Group of Scotland, comprises about 10,000 hectares and employs over 5,000 individuals. Now operating under the name 'Browns Plantations Kenya (BPK)',

the estate represents a pivotal component of the Group's global expansion in tea. Highly mechanised in nature, BPK conducts over 90% of its tea harvesting using machines, significantly enhancing productivity across its operations. The company houses four black tea factories with a combined capacity to produce

26 million kilograms of made tea annually, primarily serving established markets such as Pakistan, Egypt and the United Kingdom.

In addition to its core tea operations, BPK manages 3,000 hectares of forestry - primarily Eucalyptus and Cypress - ensuring self-sufficiency in biomass for energy needs, while also exploring further value-added opportunities such as timber. The company has also dedicated 600 hectares to organic tea cultivation, capitalising on growing demand from markets in Europe. In line with its strategic vision, BPK is actively working to expand orthodox tea processing, which is expected to enhance sale averages by targeting premium price segments.

Certifications including Rainforest Alliance, ISO 22000 and Food & Drug Administration (FDA) endorse BPK's adherence to global benchmarks for food safety, environmental sustainability, and ethical sourcing.

The operation is supported by five hydropower plants and two solar farms, enabling a high degree of energy self-sufficiency. Complementing its environmental efforts, BPK also undertakes numerous sustainability initiatives and corporate social responsibility programmes, including those under the Finlays Community Trust, which is set to be renamed 'Browns Community Trust'. These initiatives include scholarships and continued educational support for school and university students within the plantation communities.

Additionally, the company is introducing more efficient heat transfer systems in tea processing to reduce firewood consumption. This initiative aims to channel a greater portion of timber plantations toward high-value outputs and reduce carbon monoxide emissions.

In a parallel development during the year under review that reflects its eastward expansion, Browns Investments made its entry into China's tea sector through Browns Plantations (Guizhou) Tea Co., Ltd. (BPG). Browns Investments rebranded James Finlay Guizhou, forming BPG, thereby marking LOLC's official entry into the Chinese tea industry. Located in Guizhou (China's largest tea-producing province),

BPG serves as a key tea refining and packing hub. Its location in proximity to premium tea-growing regions gives the company the ability to scale production in response to global demand efficiently and effectively.

In the year under review, BPG became the largest tea exporter in Guizhou Province. The Company delivered robust growth, with revenue rising by 93% and sales volumes increasing by 83% compared

to the previous year. This growth was driven by a combination of operational excellence and rising global demand for value-added tea products. With Guizhou holding immense potential to produce teas that are compliant with European Union standards,

BPG is collaborating closely with local authorities to promote sustainable cultivation practices and support smallholder farmer development.

In the context of rising domestic tea demand, China's tea imports reached 54,200 metric tons in 2024 - a 38.5% increase year-on-year (YoY). Within this dynamic environment, BPG has positioned itself as a critical link between origin production and downstream markets, providing customised tea solutions across the food service, tea extract and ready-to-drink (RTD) segments

Browns East Africa Plantations, Browns Plantations Tanzania and Browns Plantations Rwanda (Formerly the Lipton Portfolio)

Further strengthening its international presence, Browns East Africa Plantations (BEAP), Browns Plantations Tanzania (BPT) and Browns Plantations Rwanda (BPR) were established following the 2024 acquisition of a significant portfolio of estates formerly owned by Lipton. This acquisition elevated Browns Plantations to the status of the world's largest tea exporter. With estates located in Kenya, Tanzania and Rwanda, this portfolio is strategically positioned to optimise synergies, manage operational costs and enhance productivity across its diversified tea operations. Collectively, the holdings encompass a land mass of 35,127 hectares, including 13,167 hectares under tea, 4,007 hectares of timber and fuelwood, and 8,836 hectares designated for forest conservation and other uses.

The combined operation is expected to produce approximately 37 million kilograms of made tea per annum. The use of high-output, motorised harvesters with tracks is being scaled across the estates, increasing mechanised harvesting

beyond the current 75% and significantly lowering per-unit harvesting costs. Meanwhile, BEAP is upgrading its hydropower infrastructure, with the current generation capacity of 2.9 megawatts from four hydro stations targeted to be doubled to 5.8 megawatts through the utilisation of high-elevation water sources and natural river gravity flow.

Management Discussion and Analysis

Committed to responsible growth, BEAP is embedding transparency across its supply chain and aligning with global environmental, social, and governance (ESG) standards. This approach

ensures the Company continues to meet the rigorous expectations of international buyers and positions BEAP as a trusted supplier in key global markets.

Sunbird Sierra Leone

Sunbird Sierra Leone demonstrated significant operational progress during the year under review, increasing sugarcane crushing volumes by over 60% year-on-year (YoY) to reach 150,000 metric tonnes. This marked improvement reflected well on the Company's operational efficiency, although the business continued to operate at a negative EBITDA. The shortfall against expectations was largely due to severe and unforeseen weather conditions which affected approximately 1,200 hectares of plantation area (among the most severe incidents in over a decade), thereby curtailing expected yields and

output. Despite the setback, average selling prices of ethanol saw notable improvement, rising from USD

0.85 to USD 1.10 - 1.15 per litre.

Recognising the limitations of relying solely on ethanol, particularly in seasonal markets with periodic demand fluctuations, the Company initiated a major expansion strategy to diversify into sugar production. Agreements were signed in March

2025 to establish a sugar processing facility, with commissioning expected in November 2026. This move will enable the Company to produce both sugar and ethanol, shifting the product mix toward essential commodities with strong domestic and regional demand. With 100 percent of sugar in Sierra Leone being imported, this new facility will unlock significant revenue potential and reduce reliance on seasonal ethanol sales. The Company expects that this transformation will drive strong profitability in

the years ahead and position Sunbird Sierra Leone as a key player in West Africa's sugar economy.

LEISURE

The global travel and tourism industry made a significant recovery in 2024, driven by pent-up demand, easing of travel restrictions and increased consumer confidence. With most international routes operating at near-full capacity, many destinations reported a return to pre-pandemic activity levels.

Sri Lanka too reaped the benefits of this global resurgence, welcoming 2 million tourist arrivals in 2024, up from 1.5 million in the previous year. This figure is approaching the island's historic high of 2.3 million visitors recorded in 2018.

LOCAL

BROWNS HOTELS AND RESORTS

Against this favourable backdrop, BIPLC's leisure segment delivered its most profitable year to date, despite tourist arrivals still trailing 2018 figures. Every operating property - except for the newly-launched Ayugiri - recorded strong financial and operational performance. Contributing to this success were several strategic initiatives, including a lean and optimised workforce, targeted refurbishments

and consistent service enhancements. Across the portfolio, guest satisfaction scores were at an all-time high, reflecting a strategy focused on efficiency without compromising on the guest experience.

While the staffing structure was rationalised - by not replenishing overstaffed positions - this did not impact operations. Instead, it allowed for enhanced productivity, with the introduction of technology and equipment upgrades where necessary. A clear outcome of this leaner, more efficient model was the substantial improvement in service charge payouts. In parallel, staff engagement initiatives such as overnight stays at sister hotels, family getaways and welfare activities contributed to high team morale and retention. Sustainability and CSR were also embedded into operations, with each property contributing to community upliftment and environmental conservation in meaningful ways.

Eden Resort & Spa

Eden posted positive earnings before interest and tax (EBIT), Rs 171.2Mn for 2024/25 financial year, compared to Rs 78.4Mn EBIT reported in the

previous year, reflecting its operational strength. A major addition in 2024 was the launch of 'Sippy', a modern 24-hour café offering an à la carte menu that spans global cuisines. With Eden hosting guests from over 60 nationalities, Sippy was designed to cater to diverse palates and extended-stay visitors. Complementing this was a new beverage menu featuring eight signature cocktails crafted with Sri Lankan ingredients - exclusive to Eden.

Club Hotel Dolphin

Dolphin had a standout year, reporting a PBT of Rs 230.1Mn, crowned 'South Asia's Top All-

Inclusive Resort' at the SATA Awards 2024 in Nepal. Enhancements included the refurbishment of villas and the introduction of a revamped à la carte

restaurant, 'Waves', offering a curated international menu. The hotel also hosted a popular 'Indian Food Festival', featuring two guest chefs flown in from India. Dolphin maintained strong guest satisfaction with improvements to both the buffet and à la carte offerings.

Thaala Bentota Resort

The financial year 2024/25 was a defining period for Thaala Bentota, which recorded a strong and sustained operational performance following its full transition into a standalone Sri Lankan hospitality

brand. The Company reported an EBIT of Rs 159.7 Mn for 2024/25 financial year. This was the resort's first complete year operating under the Thaala identity, after moving away from its previous international branding. The rebranding allowed the resort to craft a more personalised and culturally authentic guest experience - positioning it as a distinctive player in the competitive coastal leisure market. Throughout the year, Thaala Bentota maintained high occupancy levels and a consistently healthy bottom line. The hotel experienced heightened demand, driven by its refined service delivery, attention to individual guest preferences, and the architectural appeal of the property itself. As one of the first hotels developed

by the Group, Thaala Bentota combines heritage with modern luxury, contributing to its enduring

popularity among both local and international guests. The rebranding initiative emerged as a key milestone for the business during the year. The transition not only allowed the hotel to reflect a more homegrown identity but also contributed to improved guest satisfaction scores and enhanced brand recognition. Focused efforts on delivering elevated service standards and improving the average room rate led to strong revenue growth and profitability.

Dickwella Resort & Spa

Dickwella experienced year-round high occupancy, moving beyond its traditional seasonal peak.

Renovations continued in phases to upgrade rooms and improve guest comfort. The launch of a new Instagram-worthy à la carte menu included creative fusion dishes such as Buffalo curd cheesecake and Ambul thiyal tacos. Sustainability was a key focus, with turtle-shaped plastic disposal units installed along the beach to raise awareness and protect the nearby turtle nesting sites. The Company is having a standout year in terms of profitability, while recording an EBIT of Rs 163.1Mn for 2024/25 financial year.

Hotel Sigiriya

Hotel Sigiriya posted excellent occupancy levels, with the Ayurveda spa performing exceptionally well. F&B revenues rose with the reintroduction of Duma, a jungle-themed BBQ experience featuring oil lamps and bonfires, alongside a tree-hut dining concept facing Sigiriya Rock. The hotel also launched a community-based bee honey project, where beehives were distributed to nearby households. The harvested honey is purchased by the hotel and offered to guests - supporting livelihoods while enhancing the guest experience with local produce. The Company concluded the financial year with a PBT of Rs 101.3 Mn for the year under review.

The Calm Resort & Spa Passikudah

Calm Resort & Spa delivered one of its strongest financial performances in 2024/25, achieving notable improvements in profitability across the board, while reporting an EBIT of Rs 30.6Mn. As one of the top-performing properties within the Group's leisure portfolio, Calm recorded a healthy bottom line, underpinned by disciplined cost management and steady operational efficiency. The positive performance allowed the resort to distribute a

significantly high service charge to its staff during the year, a testament to its strong financial footing and commitment to employee well-being. Operational consistency and effective resource utilisation contributed to this result, positioning Calm Resort

& Spa as a standout performer among the Group's coastal properties.

The Occidental Paradise Dambulla

Occidental Paradise continued to demonstrate stability as a key contributor to the leisure cluster, recording a significant recovery in performance compared to the previous year. Operational efficiency and consistent occupancy levels, driven by steady demand from both local and international guests, supported this marked improvement.

Reveal the Collection - Mirissa

Reveal Collection properties in Mirissa - Beach House and Ubuntu - recorded a healthy bottomline. The hotels introduced new à la carte menus available from 10 a.m. to 10 p.m., enhancing culinary

choice for guests. At Beach House, major public area renovations improved ambience and guest experience. Reveal the Collection, reported a EBIT of Rs 88.4Mn for 2024/25 financial year

Sheraton Kosgoda Turtle Beach Resort

Sheraton Kosgoda Turtle Beach Resort, located along Sri Lanka's picturesque South Coast, continued to offer guests an unparalleled 5-star beach getaway, complemented by its proximity to the renowned Kosgoda Turtle Conservation Project and the region's scenic attractions.

During the financial year under review, Sheraton Kosgoda Turtle Beach Resort navigated a challenging operating environment, balancing the impacts of rising operational costs with strategic efforts to streamline processes and enhance service delivery. Despite these headwinds, the property achieved a commendable growth in Gross Profit, increasing from Rs. 1.26 billion to Rs. 1.39 billion, reflecting a 10.32% year-on-year (YoY) rise. This growth underscores

the resilience of the resort's topline performance, driven by targeted marketing initiatives, curated guest experiences and a renewed focus on service excellence.

The management has initiated a series of measures aimed at optimising cost structures, improving operational efficiencies, and further elevating the guest experience. By leveraging its distinctive location and premium brand positioning, the resort is poised to strengthen its market presence and achieve a positive performance turnaround in the coming financial year.

Sustainability Initiatives

During the financial year 2024/25, Browns Hotels & Resorts demonstrated a deepened commitment to environmental stewardship, biodiversity protection and community engagement. Across its diverse portfolio of properties, the Group implemented wide-ranging Corporate Social Responsibility (CSR) and sustainability projects aligned with global conservation goals and local development priorities. These initiatives were grounded in longterm ecological vision, active collaboration with

academic and conservation institutions, and inclusive participation of hotel guests, staff, students, and community stakeholders.

Club Hotel Dolphin emerged as a leader in ecosystem conservation through the launch of the Nipa Palm Conservation Project in collaboration with Wayamba University and the Wildlife & Nature Protection Society (WNPS). Initiated in July 2024, the project aims to restore the fragile riverbank habitats along the Gin Oya by nurturing over 500 Nipa Palm seeds in an in-house nursery. These seedlings were planted along the riverbanks following biodiversity surveys conducted by Horizon Campus and WNPS experts. The first transplanting event was held on 4th February 2025, coinciding with World Wetlands Day and Sri Lanka's Independence Day, underscoring the symbolic and ecological importance of the initiative.

To commemorate Earth Day, Club Hotel Dolphin hosted an awareness session on mangrove restoration led by WNPS marine specialists. Students from Bolawatta Gonsalvez school, together with hotel guests, participated in planting activities, fostering early environmental education and hands-on conservation experience. The hotel also marked Earth Hour with symbolic actions to promote energy awareness and climate consciousness.

Thaala Bentota Resort spearheaded an ambitious reforestation initiative titled the '500 Jack Trees Project'. Launched in July 2024 and led by General Manager Rohan Gamage, the project was rolled out in partnership with school nature societies such as the Parisara Kawaya network. As of March 2025, the project successfully planted 502 jackfruit trees across multiple schools, including Dharmapala Kanishta Vidyalaya, Elakaka Maha Vidyalaya,

Warapitiya Kanishta Vidyalaya and D.S. Senanayake National School in Beruwala. This initiative promoted biodiversity, food security and youth environmental leadership. Tree growth is being actively monitored, ensuring long-term ecological impact. Thaala Bentota also celebrated Earth Hour, reinforcing its conservation credentials. The highlight of Thaala Bentota's sustainability initiatives is the Rathamilla Endangered Mangrove Conservation Project, which encompasses community engagement sessions, signage installations and guest education through visits to the mangrove estuary. This impactful conservation effort was internationally recognised with the International Gold Winner title in the Hospitality and Travel: Conservation and Wildlife category at the Green Apple Environment Awards 2024 in the UK.

The Dickwella Resort & Spa partnered with the Marine Environment Protection Authority (MEPA) to host

a Coral and Beach Cleanup programme under the Clean Sri Lanka National Programme. Conducted on 2nd January 2025, this activity involved staff, guests and local volunteers uniting the community in safeguarding coastal ecosystems and promoting marine biodiversity.

On 28th January 2025, the resort inaugurated the Sea Turtle Conservation Hub, an educational space dedicated to raising awareness about sea turtle protection. This initiative, supported by the Department of Wildlife Conservation, brought together schoolchildren from Batheegama Maha

Vidyalaya and NVTI Thalalla, as well as hotel guests to engage in conservation learning and artistic

expression. The programme culminated in a symbolic baby turtle release. The Hub aims to evolve into a long-term platform for marine education and youth engagement.

Hotel Sigiriya marked World Wildlife Day 2025 with an art competition on the theme of human-elephant conflict for students of Sigiriya Central College. The event began with an educational session led by the Department of Wildlife Conservation and encouraged students to translate their community-based experiences into creative artwork. The initiative aimed to deepen understanding of wildlife-human interactions and promote coexistence through dialogue and awareness.

Complementing this, Ayugiri Ayurveda Wellness Resort conducted a panel discussion on the causes and mitigation of human-elephant conflict, attended by students, local community members and conservation experts. The discussions underscored the impact of habitat loss and deforestation and highlighted strategies such as sustainable land-use planning and community engagement.

Management Discussion and Analysis

Furthering its commitment to biodiversity, Browns Hotels & Resorts launched the second season of its Naturalist training programme at Hotel Sigiriya on Endangered Species Day 2025. The program engaged team members from Hotel Sigiriya, Occidental Paradise Dambulla and Ayugiri Ayurveda Wellness Resort in immersive training, supported by the Department of Wildlife Conservation. The initiative seeks to cultivate in-house conservation champions capable of delivering enriched guest experiences and driving ecological awareness.

The Green Initiative for Waste Reduction and Pollution Control at The Calm Resort & Spa in Pasikuda focuses on minimising pollution and managing

waste through structured, sustainable strategies. These include recycling, composting, staff training and guest awareness programmes. The initiative also involves site assessments, infrastructure enhancements and collaborations with certified waste collectors to ensure responsible and effective waste management across the property.

Reveal Mirissa, part of the Reveal Collection, continued to operate the only turtle hatchery in Kamburugamuwa. Over the past two-and-a-half years, the hatchery has nurtured more than 40,000 eggs, with the 80th batch of hatchlings released in early 2025. This conservation initiative is supported by the Department of Wildlife Conservation and Beach House by Reveal and contributes significantly to the protection of sea turtles.

The team at Lantern Boutique Hotel also conducted a beach cleanup in Mirissa, engaging staff and guests in efforts to maintain the natural integrity of one

of Sri Lanka's most iconic beaches. These ongoing programmes reflect a strong marine conservation ethic embedded within the Reveal brand.

All properties under Browns Hotels & Resorts marked Earth Day on 22nd April 2025, with dedicated programmes, ranging from tree planting and awareness sessions to coastal cleanups and educational workshops. Similarly, Earth Hour was commemorated on 22nd March, with symbolic energy conservation activities aimed at reinforcing the Group's commitment to climate action.

The 2024/25 financial year saw Browns Hotels & Resorts deepen its integration of sustainability into its business ethos. From mangrove restoration and reforestation to marine biodiversity protection and human-wildlife conflict education, each initiative was crafted to deliver tangible ecological value and

inspire behavioural change. With strong partnerships, grassroots participation, and a vision for long-term environmental impact, Browns Hotels & Resorts continues to set the benchmark for responsible tourism in Sri Lanka.

Marina Hotel Holdings

Marina Hotel, strategically located within the Colombo Port City adjacent to the Colombo Marina, is envisioned to be developed as a landmark luxury hospitality offering. Designed to cater to high-end leisure and business travellers, the hotel will be positioned as a premier destination in Sri Lanka's emerging urban waterfront.

With its commanding views of both the ocean and the city skyline, the property will feature a refined classical-contemporary design, aimed at delivering a distinctive and sophisticated guest experience. The development is expected to contribute significantly to the growth of Colombo's luxury tourism sector, supporting the broader vision of positioning Sri Lanka as a world-class travel and business hub.

GLOBAL

Radisson Blu Poste Lafayette - Mauritius

The Group's Radisson Blu Poste Lafayette hotel in Mauritius continued to demonstrate resilience and operational excellence in 2024/25. Despite macroeconomic pressures and the competitive nature of the regional hospitality industry, the property maintained a stable financial and operational performance.

Margin optimisation and cost discipline to sustain profitability amidst external challenges were the two main focus areas during the year. Meanwhile, revenue streams remained steady, supported by robust occupancy rates, effective pricing strategies

and optimised operational costs. In addition, diligent efforts were made to maximise RevPAR and contain non-essential expenses, allowing the property to safeguard profitability and maintain positive EBITDA margins.

The property continued to uphold high service standards and operational excellence throughout the year. Guest satisfaction was a key priority, with ongoing investments in staff training, facility maintenance and culinary innovation. The hotel operated at healthy occupancy levels through the

period under review, supported by a favourable mix of international leisure and business travellers.

Service quality, sustainability integration and team morale were prioritised, ensuring a seamless guest experience across all operational touchpoints.

The Group's commitment to talent development and excellence in service was reinforced through significant recognitions during the year. Two employees of the hotel secured 1st and 2nd place at the National Bread Competition held in April and May 2024, an achievement that reflects the Group's investment in promoting skills enhancement and culinary excellence within the hospitality team.

During the year under review, Radisson Blu Poste Lafayette undertook several impactful activities to advance sustainability and community engagement goals. Key environmental actions included strengthening adherence to Green Key International standards, partnering with Green Impact Collection for recycling, and maintaining a zero food-waste policy in staff canteens. The property also sourced eco-labelled products, such as BE.Eau water bottles and recyclable coffee capsules, to reduce their operational carbon footprint.

Additionally, the hotel actively participated in a beach clean-up at Poste Lafayette Public Beach, reinforcing its commitment to marine conservation. On the social front, all female staff were given a day's leave to celebrate International Women's Day, promoting gender inclusivity and work-life balance. The property also supported community upliftment through the donation of linen to Caritas in the Flacq District,

and also extended both in-kind and CSR financial contributions to the SOS Children's Village of Beau Bassin.

Looking ahead, Radisson Blu Poste Lafayette will continue to build brand equity, enhance operational efficiencies and deliver memorable experiences

for guests, supported by a foundation built on service excellence, sustainability and community partnerships.

MALDIVES HOTELS

The Barcelo Whale Lagoon, featuring 100 rooms, successfully completed its second year of operations, marking a strong entry into the Maldivian hospitality market with impressive occupancy rates. In December 2024, Barcelo Nasandhura Male', formerly known as Nasandhura Hotel, opened its doors to

the public. This iconic establishment in the capital of Maldives boasts 136 rooms and 118 serviced apartments, making it the largest hotel currently operating on the island. Plans are also underway to develop a sprawling 470-room resort across three islands in the North Male' Atoll.

Barceló Whale Lagoon Maldives experienced a transformative year in 2024/25, marked by a strategic transition in its operational model, a strong rebound in performance, and international recognition for service excellence. Despite a challenging start to the financial year, the resort

demonstrated resilience and adaptability, positioning itself as a standout hospitality destination in the Maldives.

Operationally, the most significant development during the year was the resort's successful transition to a fully 'All-Inclusive' model on 15th November 2024. This strategic move aligned with regional trends and elevated the value proposition for

guests, leading to improved satisfaction and more streamlined operational processes. Enhancements to the guest experience included a range of premium, revenue-generating offerings. These included seafood barbecues at Aqua Restaurant, romantic 'Glamping Dinners' on the beach, and Sundowners Private Dinners, all of which enhanced the resort's positioning as a luxury destination.

In order to increase guest engagement and optimise F&B operations, the resort introduced thematic daytime events such as the Paella Pool Party and Burger Madness, which added vibrancy while helping to manage buffet-related costs. The Breeze Bar menu was refreshed with a variety of creative snacks, while the Magical Restaurant expanded its offerings to include healthy, wellness-focused options, reflecting evolving guest preferences. Several infrastructure improvements were also completed.

The property earned significant recognition during the year, winning the Best Emerging Resort in the Maldives at the Travel Trade Maldives Awards 2024. In addition, three members of the team received nominations at the Hotelier Maldives Awards, which

celebrate excellence in hospitality across the country. These nominations included Sales Personality of the Year, Young Hotelier of the Year and Housekeeper of the Year. At the Haute Grandeur Global Hotel Awards 2024, Barceló Whale Lagoon Maldives secured six accolades, including Best New Resort (Global), Best Beach Resort, Best Beach Villa, Destination Wedding Retreat, Honeymoon Hideaway and Best Newly Appointed General Manager in the Indian Ocean region.

The resort also reached several notable milestones during the year. In July 2024, it was officially nominated for the Best Emerging Resort title at the Travel Trade Maldives Awards, while in August it won the six awards listed above. In February 2025, the resort became a featured sponsor of Visit Maldives' 'World's Biggest Giveaway', reinforcing its growing brand visibility and strategic market positioning.

Sustainability continued to play a vital role in the resort's agenda. In June 2024, the Global Wellness Day and World Oceans Day were jointly celebrated through a lagoon clean-up and educational marine awareness session led by expert Koamas. The Mandara Spa organised a bottle upcycling workshop and natural skincare product-making sessions using locally sourced

ingredients, encouraging guests to engage in eco-conscious practices. Culinary initiatives focused on reducing food miles by incorporating more local ingredients into Maldivian cooking classes, while outdoor cocktail events showcased sustainable spirits and opened discussions on environmental

responsibility. To enhance awareness, the resort launched an Environmental Cinema series featuring documentaries such as 'Chasing Coral', which helped guests better understand the importance of coral reef conservation.

Looking ahead, the leisure sector is poised for a new phase of growth, driven by strategic investments and continued emphasis on guest-centric innovation.

With a strong pipeline of upgrades, partnerships and property enhancements across Sri Lanka and key regional markets, the Group remains focused on delivering exceptional value to guests while strengthening its position as a leader in the hospitality and leisure space.

ENTERTAINMENT

Excel World

Excel World continues to serve as a vibrant family entertainment and leisure destination in the heart of Colombo. Offering a wide range of attractions including game arcades, a bowling alley, a popular food court and various rides, it has established itself as a multi-faceted urban entertainment hub. In 2024/25, Excel World maintained its upward trajectory despite rising competition from newer, upscale mall developments. The property recorded revenues of Rs. 404 million, building on the previous year's figure of Rs. 405 million, reflecting sustained public interest and operational resilience. As part

of its long-term growth strategy, preparations are underway for the launch of a new international-standard theme park, scheduled to open by December 2025. This major upgrade is expected to redefine the entertainment offering at Excel World and position it as a top-tier leisure attraction in the region.

Colombo Marina Development

The Colombo Marina Project represents a landmark initiative by Browns Investments PLC, the Group's strategic investment arm, reinforcing the Group's long-term vision of participating in transformative, globally competitive developments.

Strategically located adjacent to the planned hotel development, the Colombo Marina is poised to serve as a catalyst for marine tourism and waterfront leisure in South Asia. Officially inaugurated on 10th January 2025, this development marks the inception of Sri Lanka's first integrated luxury marina complex. Spanning a land extent of 30,776 square metres, the Marina will offer a premium mix of lifestyle amenities, including sunset bars, fine-dining seaside restaurants, curated retail experiences, and vibrant entertainment venues.

Designed to accommodate up to 200 mid-to-large-sized vessels, the Marina is being developed with

a dedicated investment of USD 120 million. Upon commissioning, the Colombo Marina is expected to significantly elevate Sri Lanka's positioning in regional nautical tourism, while establishing Port City as a key hub for luxury maritime experiences in the Indian Ocean region.

ENGINEERING & CONSTRUCTION

During the year under review, Browns Investments continued to strengthen its footprint across multiple sectors including engineering and construction, manufacturing and trading, and mining. The strategic diversification of its portfolio enabled the Group

to weather sectoral challenges while pursuing operational efficiencies and long-term value creation.

Browns Engineering and Construction

During the financial year, Browns Engineering and Construction recorded a revenue of LKR 5.6 billion, representing a 25% decline compared to the previous year's LKR 7.5 billion. The reduction was largely due to the completion of the Sri Lanka Telecom fibre optic infrastructure project, which had been a major revenue driver in prior periods. Additionally, the slowdown and the delayed recovery of Sri Lanka's wider construction sector further impacted new project inflows.

Despite these challenges, the Company maintained operational stability and demonstrated strong resilience through proactive cost management, strategic resource allocation, and a continued focus on delivering value across ongoing projects. Browns Engineering and Construction remains committed to navigating the evolving market landscape while positioning itself for growth as industry conditions improve.

A notable milestone during the year was the soft opening of the Nasandhura Palace Hotel in Malé, Maldives, on 29th January 2025. As the largest hotel in the capital island with 118 apartments and 136 rooms across two towers, the property represents a flagship investment for the Group. Operated by the Barcelo Group, the hotel is already receiving positive guest feedback and is expected to make a strong contribution to revenue in the years ahead.

Browns Metal & Sands

Browns Metal and Sands has not yet commenced commercial production due to prevailing industry conditions and a slow revival in the local construction market. Nevertheless, the Company remained proactive by renewing necessary licenses and progressing groundwork for future growth. Plans

are underway to manufacture engineering sand

Management Discussion and Analysis

and aggregates as a sustainable alternative to river sand, aligning with environmental commitments. In addition, the business is exploring new opportunities in cooperative export and is evaluating the commercial potential of a unique dark green granite deposit identified in its quarry site. Preliminary discussions with international buyers have been encouraging, positioning this as a potential high-value export stream in the future.

Sierra Cables

Sierra Cables delivered its highest-ever turnover since inception, recording LKR 9.2 billion in revenue - a 14% increase year-on-year (YoY). This

exceptional performance came despite a challenging construction environment, with growth driven by

a robust expansion in export volumes and a 100% surge in the local retail market. The Company's export contribution now exceeds 20% of total turnover, a remarkable improvement from under 2% at the time of acquisition.

Sierra Cables maintained its A+ (Stable) rating for the fourth consecutive year and secured the prestigious UL44 certification, enabling it to meet high international standards for commercial and

residential power distribution in the USA. Notably, it is now the leading exporter of cables to USA from Sri Lanka. The Company also embarked on backward integration by initiating in-house raw material production through energy-efficient technologies, enhancing both sustainability outcomes and profitability. These steps align with the Group's overarching Environmental, Social & Governance (ESG) agenda and strengthen its circular economy model.

Ajax

Ajax recorded a loss of Rs. 1.36 billion in 2024/25. Despite this challenging financial outcome, the Company successfully completed the Brandix office complex building in Colombo 03, a significant project valued at approximately Rs. 662.8 million. The Company secured two major new contracts expected to be completed in the 2025/26 financial year. These include the Maritime Facilitation Center in Colombo 02, valued at USD 785,770 and the Sasakawa Memorial Sri Lanka Japan Cultural Center in Colombo 08, valued at Rs. 351 million. These wins reflect the Company's ongoing commitment to growth and

its ability to secure strategic projects within the construction sector.

With the completion of key projects and acquisition of new contracts, Ajax is well-positioned to improve its financial performance and operational footprint in the coming year.

Gurind

During the financial year 2024/25 ending 31st March 2025, Gurind maintained its operational focus amid a challenging business environment. The Company sustained steady financial performance, supported by disciplined cost management and operational efficiency initiatives. Despite the absence of major awards or special milestones during the year, Gurind continued to deliver consistent value to its stakeholders. The Company concentrated on strengthening its core activities, ensuring uninterrupted service delivery and client satisfaction throughout the year. Sustainability initiatives remained limited in this period, with no new programmes launched. Looking ahead, Gurind aims to build on its existing strengths and explore opportunities for growth and sustainability in the coming financial years.

B. I. Commodities & Logistics

Within the manufacturing sector, B.I. Commodities and Logistics stood out as Sri Lanka's leading timber treatment provider to the construction industry

and other timber users in providing a solution for durability.

BICL business comprises several revenue segments apart from timber treatment, kiln drying as a value-added service for timber treatment, manufacturing and supplying treated wooden pallets to the export industry in line with the international ISPM 15 regulation and for logistics operations, wooden flooring, and as the new addition where door and window frames and sashes are manufactured according to customers specifications.

The Company's pallets meet stringent export requirements and also have the certification in heat treating wooden packaging material according to ISPM standard. needs. During the period under

review, B.I. Commodities recorded a 36% increase in operating profit, supported by improved operational efficiencies and over 80% reduction in finance costs through prudent financial management.

With the economic situation improving we expect an improvement in the construction and hospitality industry. This would increase the demand for timber treatment, Kiln seasoning and wooden flooring.

Conclusion

In conclusion, Browns Plantations has emerged as the world's largest tea exporter, driven by strategic global acquisitions, operational excellence, and a strong commitment to sustainability and innovation.

With a diversified agricultural footprint and a presence across Sri Lanka, Africa, and China, the Company is well-positioned for longterm growth. Focused on value creation, ESG compliance, and technological advancement, Browns Plantations continues to set new benchmarks in the global plantation industry.

In 2024/25, Browns Hotels & Resorts delivered its most profitable year to date, driven by strong operational performance, strategic cost optimisation, and a surge in global tourism. Despite tourist arrivals in Sri Lanka still below 2018 levels, nearly all

properties recorded significant earnings, with high guest satisfaction and staff engagement.

Key success factors included a lean workforce model, targeted refurbishments, tech integration, and consistent service upgrades. Sustainability was deeply embedded, with impactful conservation and community initiatives across the portfolio.

International operations in Mauritius and the Maldives also performed strongly, enhancing the Group's regional presence. With new developments like the Marina Hotel in Colombo Port City underway, Browns Hotels & Resorts is well-positioned for continued growth and leadership in the South Asian hospitality sector.

The Entertainment sector maintained steady performance, reflecting strong public

engagement and operational resilience, while laying the foundation for future growth with the upcoming international-standard theme park.

Meanwhile, the Engineering & Construction sector navigated a challenging environment with disciplined cost management and project execution, and Sierra Cables delivered record revenues through robust export growth and a strengthened local retail presence.

Together, these diverse businesses underscore the Group's resilience and adaptability, reinforcing its ability to create sustainable value across sectors and geographies.

Corporate Governance Report

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KEY COMPONENTS OF THE CORPORATE GOVERNANCE FRAMEWORK

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CORPORATE GOVERNANCE FRAMEWORK

The key components of the Corporate Governance framework of the Company is based on the following key elements:

INTERNAL GOVERNANCE STRUCTURE

The main three pillars of the internal governance structure of the Company are as follows;

Executive Chairman and the Chief Executive Officer

Senior Independent Director and the Board of Directors

Board Committees. Internal Controls

Corporate Governance Report

THE EXECUTIVE CHAIRMAN, SID AND THE BOARD OF DIRECTORS

The structure of the Board is designed to ensure that it focuses on strategy together with the monitoring of performance, control and risk. The Board considers that the Company's governance structure facilitates the operation of an open culture, and is not burdened by complex hierarchies and over-delegation of responsibilities.

As the highest decision-making body within the Company, the Board keeps pace with the responsibility of overseeing strategic objectives in adherence to evolving regulatory reforms.

Accordingly, the Board has established a governance structure aimed at ensuring transparency, accountability, equity and ethical conduct amidst a dynamic business environment, in the management of

the organisation with the allocation of resources and responsibilities among various stakeholders including the board of directors, shareholders and employees, safeguarding the interests of the shareholders, while promoting sustainability, integrity and trust.

The Company is committed to full compliance with all statutory obligations mandated by regulators and abides by its Code of Conduct applicable to all directors and employees.

Mandatory Regulatory Frameworks -fully compliant

• The Companies Act No. 7 of 2007

• Listing Rules of the Colombo Stock Exchange

• Securities and Exchange Commission of Sri Lanka (SEC) Act No. 19 of 2021, including rules, regulations, directives and circulars

  Voluntary Frameworks and Standards

• Code of Best Practice on Corporate Governance jointly advocated by the Securities and Exchange Commission of Sri Lanka (SEC) and the Institute of Chartered Accountants of Sri Lanka (CA Sri Lanka)

  The rest of the Corporate Governance Report, provides information to aid understanding of how the Company has applied the principles in the Code of Best Practice on Corporate Governance and the Corporate Governance Rules of the Colombo Stock Exchange.

  The Board has a formal schedule of matters reserved for it and holds quarterly meetings where such matters are discussed and approved, including investments, significant items of capital expenditure, funding, IT security and compliance. It is also responsible for:

• The long term success of the Company, setting and executing the business strategy and overseeing delivery in a way that enables sustainable long term growth;

• Providing effective leadership whilst delegating more detailed matters to its Committees and officers; including the Chief Executive Officer and Group Chief Financial Officer;

• Setting and monitoring the Group's risk appetite and the system of risk

  management and internal control and for monitoring;

• Implementation of its policies by the Executive Team;

• Approving annual group budget and subsequent regular review of performance against budget including explanation of significant variances. Forecasts for each year are revised and reviewed in periodical manner.

  THE ROLE OF THE EXECUTIVE CHAIRMAN

  The Chair is responsible for leading the Board, setting the agenda and ensuring its effectiveness. This position is responsible for promoting a culture of openness and robust debate within the Board and setting the tone of the Group as a whole. The Chair

  ensures there is effective communication with shareholders and other stakeholders and that the Board has a clear understanding of their views.

  Key responsibilities of the Executive Chairman are as follows;

• Leads the Board, sets each meeting agenda and ensures the Board receives accurate, timely and clear information in order to monitor, challenge, guide and take sound decisions;

• Regularly meets Chief Executive Officer and other senior management to stay informed;

• Ensures effective communication with shareholders and other stakeholders;

• Promotes high standards of corporate governance and ensures Directors understand the views of the Company's shareholders and other key stakeholders so they can consider them in Board discussions and decision-making;

• Promotes and safeguards the interests and reputation of the Company; and

• Represents the Company to customers, suppliers, governments, shareholders, financial institutions, the media, the community and the public.

  The Chief Executive Officer (CEO) of the Company is responsible for leading and managing the Company's business within a set of authorities delegated by the Board and for the implementation of Board strategy and policy.

  Other responsibilities of the CEO are as follows:

• Day-to-day management of the Company;

• Responsible for all commercial, operational, risk and financial elements of the Company

• Developing the Company's strategic direction and implementing the agreed strategy;

• Ensuring effective communication and information flows to the Board and the Chairman.

• Representing the Company to external stakeholders;

• Responsible for the oversight of key functions of the Company ;

SENIOR INDEPENDENT DIRECTOR

In terms of the Section 9 of the Listing Rules, the Company has appointed a Senior Independent Director (SID), as the Chairman of the Board holds an Executive position,

to ensure that no individual has unfettered powers of decision making within the Board. The Executive Chairman is responsible to provide leadership to the Board whilst the SID is responsible to review the effectiveness of the Board's activities. Therefore, the presence of the SID add value to the performance of the Board and support the Chairman performing his duties and responsibilities.

The report of the SID for the year under review and Terms of Reference of the SID are set out on page 43

BOARD OF DIRECTORS

The Board of Directors is collectively responsible to the Company's shareholders for the long-term success of Browns Investments. It provides entrepreneurial leadership within a transparent governance framework, setting the Group's purpose, values, and strategy, and ensuring they align with the Company's culture. Board activities are structured to develop the Group's strategy and to enable the Board to support executive management on the delivery of it within a transparent governance framework.

The Board ensures appropriate resources are in place, monitors performance, and oversees internal controls, governance, and risk management, including the Group's risk

appetite. Through regular meetings, the Board reviews reports from the CEO and Group CFO on operational and financial performance, investor relations, communications, and corporate developments.

Specific responsibilities are delegated to Board Committees with clearly defined terms of reference. Day-to-day operational management is delegated to the Chief Executive Officer, with Business Unit Heads reporting directly to him.

BOARD MEETINGS AND ATTENDANCE

The Board and its Committees have a scheduled forward programme of meetings to ensure that sufficient time is allocated to each key area and the Board's time is used effectively. There is sufficient flexibility for items to be added to the agenda which

enables us to focus on key matters relating to the business at the right time. Directors may also propose the inclusion of items on the agenda. The Board meets on scheduled four quarterly meetings and ad-hoc meetings as and when required.

The Board of Directors held five meetings during the year under review.

All Directors bring independent judgement on matters relating to the Board. The Chief Executive Officer and the Group Chief Financial Officer are invited to attend Board meetings. The Heads of Divisions and any other senior officers of the Company including the Auditors are invited, when appropriate. The presentation on the results and strategies of the business units are presented by the Group Chief Financial Officer. Papers for Board and Committee meetings are provided to Directors in advance of the meetings. Where a Director is unable to participate in a meeting, his/ her views on key items of business could be expressed and shared in advance of the relevant meeting enabling him/her to contribute to the debate.

The attendance details of the Directors at Board meetings during the year under review are shown in the table below.

Professional Advice

Should Directors judge it necessary to seek independent advice about the performance of their duties with the Company, they are entitled to do so at the Company's expense. There is a regular flow of written and verbal information between all Directors irrespective of the timing of Board meetings. The Company has an open culture and its Non-Executive Directors meet on a formal and informal basis with the management and have unrestricted access to the business and its employees.

Company Secretaries

The Company Secretaries, LOLC Corporate Services (Private) Limited is responsible for inducting new Directors, assisting the Chairperson and the Board of Directors in determining the annual Board plan, guiding the Board and the individual Directors in the proper discharge of their responsibilities and act as a central source of guidance on matters of ethics and governance.

In addition to the many duties, the Company Secretary is responsible for making necessary disclosures required by law and regulations and also acts as a channel of communication with shareholders to ensure good shareholder relations. The shareholders can contact LOLC

Corporate Services (Private) Limited, the Company Secretaries, on 011-7248128, 0117248512 or 0117248522 for any Company related information requirement.

Corporate Governance Report

Board Responsibilities and Decision Rights

As the interests of key stakeholder groups continue to evolve, the Board will maintain its engagement to ensure their interests continue to be well understood in order to be appropriately considered and balanced in Board decision-making. Principal decisions are assessed as material to the Group's strategy.

Given the Board´s commitment to continuous improvement, an ongoing training programme for Directors at appropriate times is in

place. All Directors are well informed of the changes in any statutory and regulatory rules and regulations. Transactions which have a material bearing on the Company are disclosed by way of announcements to the Colombo Stock Exchange.

Induction and professional development

We believe good decision-making is enabled by a deep understanding of our operations and people. All our Directors commit their time to complete an induction and training programmes.

We have a comprehensive induction programme in place for our newly appointed Directors and each new Director is provided with a tailored induction programme to

suit their individual needs. This involves

Board training and development

To assist the Board in undertaking its responsibilities, ongoing training is provided for all Directors and training needs are assessed as part of the Board evaluation procedure. The Board programme includes regular presentations from management, site visits if necessary, and informal meetings,

to build their understanding of the business and sector. During the past year, Directors received briefings on regulatory reforms and governance developments impacting Browns Investments.

Financial Acumen

The Board recognises that its responsibility to present a fair, balanced and understandable assessment extends to interim and other price-sensitive public reports to regulators, and information required to be presented

by statutory requirements. In relation to this requirement, reference is made to the Statement of Directors' Responsibility for

preparing the Financial Statements set out in this Annual Report and Accounts. The Board consists of senior Accountants who possess the necessary knowledge to offer the Board guidance on matters of finance.

Board balance

The structure of the Board is designed to ensure that it focuses on strategy together with the monitoring of performance, control and risk. Through delivery of our succession plan we have in place a smaller, cohesive Board that will provide the informed insight and constructive support.

The Board is committed to ensuring that its membership reflects diversity in the broadest sense and while all Board appointments are made on the basis of individual competence and merit, recruitment of Board members considers diversity of skills, background and personal strengths to provide the range of perspectives, insights and challenge needed to have a positive impact on the quality of decision making.

The composition of the Board changed during the year due to regulatory reforms. Of the six members currently sitting on the Board, five directors are non executive of whom two are independent.

meetings with other members of the Board, Executive Committee members and senior management, it also covers technical briefings and site visits. During the induction each Director is encouraged to identify areas which they would like additional information on, or further meetings. On completion of the induction programme, all new Directors have sufficient knowledge and understanding of the business to enable them to effectively contribute to strategic discussions and oversight of the Group.

1 Mr. Ishara Nanayakkara Executive Non-Independent Male

The Board considers that the two Independent Non-Executive Directors are independent in character and judgement and that they are each free from any business or other relationships which would materially interfere with the exercise of their independent judgement. The Independent Non-Executive Directors have submitted signed confirmations of their independence.

The Directors have a range of experience and can bring independent judgement to bear on issues of strategy, performance, resources and standards of conduct. This experience and judgement are considered vital to our success. It is the balance of skills, experience, independence and knowledge

of our Directors which ensures the duties and responsibilities of the Board and its Committees are discharged effectively. The Board has considered the Chairman's role and determined that he has appropriate time and resources to devote to his role as the Chairman of Browns Investments PLC. All

Directors are subject to election or re-election by shareholders at each Annual General Meeting.

The majority of the Board members are Non-Executives. The Non-Executive Directors provide independent oversight and constructive challenge to the Executive Management Team, helping to develop proposals on strategy, scrutinising performance in meeting agreed goals

and objectives. They play a primary role in succession planning.

Appointment and Re-election of Directors

If any new appointments are made to the Board they are communicated to the

shareholders via a market disclosure to the Colombo Stock Exchange. The profiles of the current Directors are given on pages

The Company's Articles of Association require 1/3 of the Directors in office to retire at each Annual General Meeting. The Director who retires will be the one who has been longest in office since his/her appointment/ re-appointment. Retiring Directors are generally eligible for re-election by the shareholders.

Board evaluation

The Board recognises that it needs to continually monitor and improve its performance. This is achieved through the annual performance evaluation, full induction of new Board members and ongoing Board development. The conclusions of this year's review have been positive and confirmed that the Board remains effective. The Chairman and Company Secretaries worked together to devise a structure for the internal evaluation process to enable a rigorous review of

the Board as a whole, its Committees and individual Directors' contributions to Board discussions and decision-making. More time devoted to discussion around strategic matters and succession planning was

positively received. All Directors demonstrated commitment to their roles and contributed effectively.

HIGHLIGHTS OF THE BOARD EVALUATION

• Input for Policy formulation;

• Contribution to strategic sector development;

• Succession planning: Board and senior management;

• Contribution and input to strategic planning;

• Overseeing management in line with Board policy;

• Commitment to accountability and governance

• Strategic risk identification and input to management;

• Instilling a sustainability mindset and sustainability oversight.

  The four key areas for the future development of the Board's effectiveness were:

• Board oversight - Increase the opportunities for engaging the full Board in evolving the Group's strategy including

  developing the knowledge and insight of the whole Board and encouraging Directors to bring external insights;

• Board development and engagement - As the Board evolves it continues to focus

  on the development of the Board itself as a cohesive unit able to continue to

  challenge consistently and effectively while maximising the diversity of contribution, expertise and knowledge on the Board;

• Leadership role of the Board - Provide for greater engagement of the Board with broader stakeholder communities in a more proactive and consistent way; and

• Board planning - Continue to develop an efficient, effective and balanced governance support process including creating

capacity for the Board to undertake reflective challenge and debate on strategic performance.

Subsidiary Companies' Monitoring Framework

All subsidiary companies of Browns Investments PLC are managed by their respective Boards according to the respective companies' Articles of Associations and in the best interest of their stakeholders. Browns Investments PLC monitors the performance of subsidiary companies through periodic reporting.

BOARD COMMITTEES

The Board discharges some of its responsibilities through, and is supported by its Committees which provide oversight and make recommendations on the matters delegated to them by the Board. The Board has established four principal Board Committees as shown

on page 46 from time to time, the Board establishes special purpose Committees to assist it in overseeing specific areas that may require additional attention.

Board Committee membership and attendance at meetings is set out on pages 18 and 19 Each Committee is led by an experienced

Chair. The matters being recommended by a Committee are forwarded for Board approval. A calendar is prepared and agreed upon at the beginning of each year.

Corporate Governance Report

The compositions of the Board Committees as at date are as follows:

Two Independent Non -Executive Directors

Two Independent Non-Executive Directors

Two Independent Non-Executive Directors

Two Independent Non-Executive Directors

One Non-Executive Director One Non-Executive Director One Non-Executive Director One Non-Executive Director

The Audit Committee plays a vital role in the strong governance framework in place at Browns Investments PLC by providing independent challenge and oversight to significant matters including external disclosures and the Group's internal control environment.

The Company Secretaries serve as the Secretary to the Committee. The Directors who are non-members of the Committee are invited to the meetings. The Chief Executive Officer/Chief Financial Officer of the Group and the Group Chief Risk Officer are requested to be present at the Meetings. The External Auditors are invited, when appropriate. The Audit Committee reviews the scope and results of the audit and its effectiveness, and the independence and objectivity of the Auditors. They also review the nature and extent of non-audit services provided by the Auditors to ensure that Auditors maintain objectivity and independence. The Committee operates within its written Terms of Reference and the Audit Charter. The purpose of the Committee, its duties and responsibilities including the scope and functions of the Committee are summarised in the Audit Committee Report on pages 18 to 39.

The attendance details during the year under review are as follows:

* Meetings with External Auditors participation

The Committee's primary purpose is to incentivise Executive Directors and Senior Management by aligning their interests with the strategic priorities of the Group and the creation of long-term value for the shareholders and other stakeholders. The Remuneration Committee is also made up exclusively of Non-Executive Directors. The Committee currently comprises three Non- Executive Directors, two of whom are independent. The Committee met in order to review the remuneration policy of the Group. The detailed Talent Development & Remuneration Committee Report is given on page 41 of this Annual Report.

The attendance details during the year under review are as follows:

Mr.K.Sivanesan (appointed on 01.01.25) 

Mr.C.N.Wijesinha (appointed on 01.01.25) 

Mrs.K.U.Amarasinghe -