Annual Report as at 31st March 2025

Softlogic Holdings PL C

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Our Vision

To be the most preferred and ubiquitous product and service provider.

Our Credo

To make responsible investment decisions and retain the best talent and become the most admired corporate entity.

* Debt to Equity calculated based on Total Equity Capital

Group Revenue Group Gross Profit Group EBITDA

Rs. Bn Rs. Bn Rs. Bn

82.62

111.23

96.90

99.84

103.62

2021

2022

2023

2024

2025

0 20 40 60 80 100 120

2021

25.41

37.37

34.10

33.05

37.69

2022

2023

2024

2025

0 10 20 30 40

2021

8.20

14.00

7.76

9.96

12.47

2022

2023

2024

2025

0 3 6 9 12 15

02, 4000 8,0010 12,000

0 4,000 8,000 12,000

0 50 100 150 200 0 1.0 2.0 3.0 4.0

Gender Mix

%

2021 56

44

2022 55

45

2023 54

46

2024 54

46

2025 51

49

0 10 20 30 40 50 60

Softlogic Holdings PLC is one of Sri Lanka's leading diversified conglomerates, with a strong presence across Retail & Telecommunications, Healthcare Services, Financial Services, IT, Automotive, and Leisure & Property. The Group's portfolio of globally renowned brands, coupled with its expanding range of proprietary offerings, underscores its position as a trusted partner in delivering quality, innovation, and customer value across multiple sectors.

A key enabler of the Group's strategy is its extensive customer base, one of the largest in Sri Lanka, consolidated under the 'Softlogic One' loyalty programme. This platform provides deep insights into consumer behaviour, enabling data-driven decision-making, enhanced customer engagement, and the development of value-accretive solutions tailored to evolving market needs.

Anchored in a forward-looking strategy, operational discipline, and an unwavering focus on resilience, Softlogic continues to strengthen its market leadership while building the foundations for sustainable growth.

Retail & Telecommunications

The Retail & Telecommunications cluster brings together the Group's consumer-facing businesses across fashion and lifestyle, consumer electronics, mobile communications, supermarkets, restaurants, and footwear. The cluster is overseen by Softlogic Retail Holdings (Pvt) Ltd. ODEL PLC is the listed company in this sector.

» Consumer Electronics: Among Sri Lanka's largest multi-brand retailers of consumer electronics and durable goods, operating 88 stores spanning over 243,000 sq. ft. of retail space nationwide, supported by strong after-sales services.

» Telecommunication: A leading distributor in the mobile phone market, with the largest distribution network in the country, offering global brands such as Samsung and Nokia.

» Fashion & Lifestyle: ODEL and Cotton Collection anchor a curated portfolio of over 45 international fashion brands alongside exclusive private labels, offering a premium shopping experience.

» Footwear Retailing: Exclusive franchise holder for the globally recognised Bata brand, with 72 stores island-wide, a trusted household name for decades.

» Restaurants: A growing presence in quick-service dining with 41 outlets across Burger King, Popeyes, Baskin Robbins, Delifrance, Crystal Jade, and Subway, catering to diverse consumer segments.

» Supermarkets: Glomark advances a modern-trade proposition with strong fresh categories and an expanding private-label range, operating 14 supermarkets island-wide.

The sector leverages the Group's data and loyalty ecosystem to deepen customer engagement, enhance cross-format reach, and support disciplined growth across formats.

Healthcare Services

Asiri Health is Sri Lanka's foremost private healthcare network, with a presence across Colombo and key regional hubs. The cluster combines multi-specialty tertiary hospitals, centres of excellence in cardiac, oncology, neurology, and transplantation, a nationwide diagnostics platform, and a growing focus on healthcare education.

Asiri Hospital Holdings PLC and Asiri Surgical Hospital PLC are the listed entities in this sector.

» Asiri Central Hospital: A 248-bed tertiary hospital, renowned for its Centres of Excellence in cardiology, neurology, oncology, organ transplants, and interventional radiology, with advanced surgical and critical care support.

» Asiri Surgical Hospital PLC: A 155-bed specialised surgical hospital, leading in minimally invasive procedures, equipped with an AI-integrated cath lab, organ transplant services, and advanced neuro care.

» Asiri Medical Hospital: A 115-bed multi-specialty hospital serving both adults and children, emphasizing mother and baby care and offering clinics in neurology, memory, geriatrics, women's health, and lifestyle medicine.

» Asiri Hospital Kandy: A regional tertiary care centre with 190 beds, showing strong growth in outpatient volumes, surgical activity, and imaging diagnostics, expanding access to advanced care in the Central Province.

» Asiri Hospital Matara: A 60-bed facility with core strengths in GI, mother & baby, and women's health clinics, while also expanding into specialised services such as ophthalmology and mental health through dedicated consultants.

» Asiri Hospital Galle: A 32-bed regional hospital providing comprehensive tertiary care to the Southern Province, with expanded emergency and trauma services, enhanced dental and maxillofacial care, and a growing focus on renal and critical care. It also supports foreign patients with an international coordination team.

» Asiri AOI Cancer Centre: Sri Lanka's most advanced private oncology facility, offering PET-CT and precision radiotherapy across its linear accelerator suite, complemented by access-focused ESG initiatives.

» Asiri Laboratories: The country's largest private diagnostics network, comprising 93 collection centres, advanced molecular and imaging test platforms, serving over 3.3Mn patients annually.

» Asiri Academy of Health Sciences: A new institute with international affiliations, training the next generation of healthcare professionals across nursing, laboratory sciences, counselling, and health management disciplines.

By combining clinical breadth, technological investment, regional accessibility, and a growing education arm, Asiri Health continues to set the benchmark for integrated, high-quality private healthcare in Sri Lanka.

ABOUT THE GROUP

Financial Services

The Financial Services cluster encompasses life insurance, finance, asset management, and stockbroking, serving a broad spectrum of retail and corporate clients.

Softlogic Capital PLC, Softlogic Life Insurance PLC and Softlogic Finance PLC are the listed entities in this sector.

» Softlogic Capital: The sector holding company that provides strategic direction and capital management oversight across the financial services sector.

» Softlogic Life Insurance: Sri Lanka's second-largest life insurer with over 1.3Mn clients. The company offers a broad suite of life and health insurance solutions through both digital and traditional channels, maintaining a market share of 17.2%. The recent acquisition of Allianz Life further strengthens its market position and expands product depth and distribution reach.

» Softlogic Finance: A licensed finance company offering leasing, loans, deposits, and other financial solutions across a broad customer base. With a renewed focus on quality lending and risk management, the company plays a key role in supporting access to credit.

» Softlogic Stockbrokers: A licensed stockbroking firm providing a comprehensive suite of equity trading and research services. The company is known for market insights, client-focused advisory, and a growing digital trading platform.

» Softlogic Asset Management: Licensed by the Securities and Exchange Commission of Sri Lanka, it delivers professional fund management across unit trusts and tailored investment products, supporting both institutional and retail investors.

Together, these businesses underpin the Group's position in Sri Lanka's financial services landscape, balancing growth with resilience while expanding access to insurance, credit, investment, and advisory solutions.

The IT sector underpins the Group's commitment to digital transformation by delivering

enterprise solutions, infrastructure management, and technology services to both corporate and government clients.

Information Technology

»

Softlogic Information Technologies: One of Sri Lanka's leading IT solutions providers, serving enterprises, banking & financial services, education, government, and SMEs. It offers end-to-end technology services including data center modernisation, hybrid cloud, cybersecurity, AI-driven digital workspaces, IoT, and business process automation. The company's strength is reinforced by partnerships with global leaders such as Dell, EMC, Lenovo, HP, Nutanix, BMC, Checkpoint, Palo Alto, Austria Cards, Matica, and HID, enabling organisations to embrace digital transformation with cutting-edge solutions and nationwide support.

» Softlogic Computers: A leading provider of ICT and banking technology solutions in Sri Lanka, offering point-of-sale systems, banking equipment, and ICT infrastructure services. The company represents globally recognised brands including Epson, Honeywell, Zebra, Riello, and Partnertech, supported by a nationwide dealer network of around 70 partners and strong after-sales service.

» Softlogic BPO Services: Provides IT infrastructure management, helpdesk services, and other business process solutions to Group companies while selectively serving external clients.

The IT sector continues to strengthen the Group's digital backbone, enabling operational efficiency, enhancing customer engagement, and supporting the adoption of innovative

technologies across industries.

Automobile

The Automobile sector is positioned for renewed growth as market activity resumes, supported by strong global partnerships, multi-brand representation, and a continued focus on after-sales excellence. The Group's presence spans passenger vehicles, two-wheelers, buses, and three-wheelers, offering a comprehensive mobility portfolio.

» Future Automobiles: Authorised dealer for Ford vehicles in Sri Lanka, managing sales, servicing, and repairs, with renewed momentum as supply channels normalise.

» Softlogic Automobiles: Authorised dealer for King Long buses in Sri Lanka, and operator of a state-of-the-art multi-brand collision repair centre serving vehicles across categories. During the year, Softlogic Automobiles further expanded its portfolio through a strategic partnership with ATUL Auto, a global leader in three-wheelers, introducing durable, fuel-efficient passenger and cargo models supported by technical expertise and spare parts infrastructure.

» Suzuki Motors Lanka: Exclusive agent for Suzuki Motor Corporation of Japan, distributing Suzuki motorcycles in Sri Lanka. With imports resuming, Suzuki motorcycles have reinforced the Group's position in the two-wheeler segment, complemented by comprehensive repair and maintenance services.

The sector is well-positioned to leverage pent-up demand across personal mobility and

commercial transportation, backed by a diversified portfolio and trusted global partnerships.

Leisure & Property

The Leisure & Property cluster represents the Group's strategic footprint in hospitality, travel, and real estate development, serving both international and domestic markets.

» NH Collection Colombo: A 219-room, five-star city hotel located in Colombo 03, operated by Minor Hotels Group. Positioned as a premium urban destination, it offers contemporary accommodations, curated dining, and state-of-the-art leisure and business facilities. Its expansive meeting and event spaces cater to the MICE segment, reinforcing its role in Colombo's business tourism landscape.

» NH Bentota Ceysands Resort: A 165-room beachfront resort uniquely nestled between the Bentota River and the Indian Ocean. Managed by Minor Hotels Group, it is designed for leisure travelers, destination weddings, and corporate retreats. Its location and amenities make it a standout in Sri Lanka's southern coastal belt.

» Softlogic Destination Management: A dedicated travel division providing outbound and inbound travel solutions, delivering seamless, high-quality experiences for corporate and leisure travelers.

» Sabre Travel Network Lanka: An associate with Sabre Asia Pacific (Pte) Ltd, offering advanced online ticketing and airline reservation systems for travel professionals and consumers, enabling efficient travel planning and management.

» Property Development: The Group's real estate arm completed the Everest Apartment project in Colombo 5 and continues development of the ODEL Mall project. These initiatives expand the Group's footprint in high-value urban property development.

This cluster integrates hospitality, travel solutions, and property development, positioning Softlogic as a trusted lifestyle partner for discerning international and domestic clientele.

55%

Core Verticals

Asiri Hospital Holdings PLC

• Asiri Surgical Hospital PLC

  - Asiri AOI Cancer Centre (Pvt) Ltd

• Central Hospital Ltd

• Asiri Central Hospitals Ltd

• Asiri Diagnostics Services (Pvt) Ltd

• Asiri Hospital Matara (Pvt) Ltd

• Digital Health (Pvt) Ltd

• Asiri Laboratories (Pvt) Ltd

• Asiri Hospital Galle (Pvt) Ltd

• Asiri Diagnostic Services (Asia) Pte Ltd

• Asiri Port City Hospital (Pvt) Ltd

• Asiri Academy of Health Sciences (Pvt) Ltd

• Fab Asiri (Pvt) Ltd

Healthcare Services

Softlogic Capital PLC

• Softlogic Life Insurance PLC

  - Softlogic Life Insurance Lanka Ltd

• Softlogic Finance PLC

• SCAP One (Pvt) Ltd

  • Softlogic Stockbrokers (Pvt) Ltd

  • Softlogic Asset Management (Pvt) Ltd

• S R One (Pvt) Ltd

69%

Financial Services

Softlogic Retail Holdings (Pvt) Ltd

• Softlogic Retail (Pvt) Ltd

  • Suzuki Motors Lanka Ltd

  • SML Holdings (Pvt) Ltd

  • Dai-Nishi Securities (Pvt) Ltd

• ODEL PLC

  • Softlogic Brands (Pvt) Ltd

  • ODEL Lanka (Pvt) Ltd

  • ODEL Apparels (Pvt) Ltd

  • ODEL Properties (Pvt) Ltd

  • ODEL Information Technology Services (Pvt) Ltd

  • ODEL Properties One (Pvt) Ltd

  • ODEL Restaurants (Pvt) Ltd

  • Cotton Collection (Pvt) Ltd

  • ODEL Apparel Holdings (Pvt) Ltd

  • ODEL Apparel Lanka (Pvt) Ltd

• Softlogic Mobile Distribution (Pvt) Ltd

  • Softlogic Communications (Pvt) Ltd

• Softlogic Communication Services (Pvt) Ltd

• Softlogic International (Pvt) Ltd

• Softlogic Restaurants (Pvt) Ltd

  • Softlogic JSM Entertainment (Pvt) Ltd

  • Silk Route Foods (Pvt) Ltd

  • Softlogic Healthy Concepts (Pvt) Ltd

• Softlogic Retail One (Pvt) Ltd

• Softlogic Supermarkets (Pvt) Ltd

• Softlogic Rewards (Pvt) Ltd

• Softlogic Pharmaceuticals (Pvt) Ltd

• Softlogic Manufacturing (Pvt) Ltd

• Footwear Retailer Ltd

100%

Retail

Leisure & Property

Automobiles

Information Technology & Others

100%

100%

Non-Core Verticals

100%

Softlogic Properties (Pvt) Ltd

• Softlogic City Hotels (Pvt) Ltd

• Ceysand Resorts Ltd

• Softlogic Destination Management (Pvt) Ltd

• Sabre Travel Network Lanka (Pvt) Ltd

• Future Automobiles (Pvt) Ltd

• Softlogic Automobiles (Pvt) Ltd

• Softlogic IT Holdings (Pvt) Ltd

  • Softlogic Information Technologies (Pvt) Ltd

  • Softlogic Computers (Pvt) Ltd

• Softlogic Australia (Pty) Ltd

• Softlogic BPO Services (Pvt) Ltd

• Nextage (Pvt) Ltd (Associate Company)

• Softlogic Corporate Services (Pvt) Ltd

• Jendo Innovations (Pvt) Ltd (Associate Company)

• Softlogic Healthcare Holdings Ltd

• Softlogic Solar (Pvt) Ltd

• Softlogic Energy Solutions (Pvt) Ltd

"

"

This has been a year characterised by deliberate choices, defined priorities and a firm commitment to strengthening the fundamentals of our Group, as we work through a demanding landscape and set the stage for steadier, more tangible progress

going forward. A. K. Pathirage

Chairman/ Managing Director

Dear Stakeholders,

It is with a sense of responsibility and strategic resolve that I present the Annual Report of Softlogic Holdings PLC for the financial year ended 31st March 2025. This year was a defining one for the Group, as we responded decisively to a challenging operating environment through a clear and focused revival agenda. Driven by urgency and a renewed sense of direction, we embarked on a broad transformation effort aimed at strengthening the Group's financial position, restoring operational momentum, and realigning priorities toward long-term sustainability. Amid persistent macroeconomic pressures, we made tangible progress across several fronts, including operational restructuring, capital enhancement, debt optimisation, and renewed focus on core verticals. To reinforce execution and performance

delivery, we made key leadership appointments across the Group, bringing in professionals with deep operational expertise and sector experience.

During the year, the Group recorded a consolidated revenue of Rs. 103.6 Bn, with EBITDA improving to

Rs. 12.5 Bn, and total assets standing at Rs. 178.9 Bn. Performance

across several segments showed notable improvement during the year, contributing to a meaningful reduction in operating pressure and signaling early signs of recovery.

These topline results reflect the resilience of our businesses and the initial traction of our revival strategy.

Sri Lanka's macroeconomic recovery strengthened during the year, underpinned by reform progress under the International Monetary Fund (IMF) programme, improved

fiscal management, and greater policy and political stability. Real GDP expanded by approximately 5% in CY2024, the highest since 2017, supported by a strong rebound in tourism, improved industrial output, and gradually recovering consumer demand.

A key milestone during the year was the upgrade in the country's sovereign credit rating in December

2024, marking Sri Lanka's formal exit from default status. This followed the successful restructuring of external debt and boosted investor sentiment across domestic and international markets. The release of the fourth tranche under the IMF's Extended Fund Facility, amounting

to USD334 Mn, further reinforced the country's external position and policy credibility.

Monetary conditions continued to ease in support of growth. The Weekly Average Weighted Prime Lending Rate (AWPLR) declined

steadily from 10.69% in April 2024 to 8.43% by March 2025, significantly reducing borrowing costs across

the economy. Reinforcing this trend, the Central Bank of Sri Lanka (CBSL) further reduced its policy

rate to 7.75% in May 2025, extending its accommodative stance into

the new financial year. This trend substantially lowered financing costs and facilitated a gradual recovery in private sector credit.

Headline inflation remained muted throughout the year, although recent tax changes, including adjustments to VAT and direct taxes, moderated discretionary consumption.

Foreign exchange market stability improved notably. The Sri Lankan Rupee appreciated from a monthly

MESSAGE FROM THE CHAIRMAN

average of Rs. 299.42/USD in April 2024 to Rs. 295.91/USD in March 2025, supported by robust tourism receipts, worker remittances, and official inflows. Gross official reserves rose to USD6.517 Bn by March

2025, equivalent to 4.1 months of

imports, surpassing the previous

Performance across key sectors reflected measured progress, with more stable demand conditions, improved operating controls

"

and focused management interventions contributing to a steadier operating rhythm

"

peak recorded in October 2024. This reserve build-up was aided by a USD400Mn market purchase by

the CBSL and the IMF disbursement, and enabled the phased easing of long-standing import restrictions and capital controls, particularly in consumer and discretionary goods, directly benefitting several of our core business segments.

The successful conclusion of Presidential, Parliamentary, and Local Government elections provided

the Government with a renewed mandate to pursue structural reforms and private sector-led growth. This return to political stability, combined with supportive macro fundamentals, created a more enabling environment for corporate recovery and investment planning.

Building on the momentum, Sri Lanka recorded further progress under the IMF-supported reform programme, with the Fund signaling continued improvement in fiscal performance, reserve accumulation, and programme implementation.

This momentum has reinforced macroeconomic visibility and is expected to unlock additional external financing upon Board approval, providing a supportive backdrop for domestic investment and market confidence.

In parallel, the Government's latest budget reaffirmed its commitment to fiscal discipline and structural reform, while introducing measures aimed at strengthening revenue mobilisation, promoting investment, and

across the Group.

supporting economic activity. The combined effect of continued IMF programme progress and a reform-aligned national budget is expected to enhance policy predictability and sustain the stabilization trajectory.

The financial year under review marked a gradual shift in operating momentum, supported by a stabilizing macroeconomic backdrop and early progress in the Group's realignment efforts. While overall performance remained tempered by structural constraints, key sectors recorded encouraging signs of recovery. The easing of interest rates, a more stable exchange rate, and

the removal of longstanding import restrictions allowed the Group to strengthen inventory positions and respond more effectively to market demand, particularly in the Retail & Telecommunications sector.

The Group reported consolidated revenue of Rs. 103.6 Bn and EBITDA of Rs. 12.5 Bn. These topline results reflect both the underlying strength of our core businesses and the early traction of operational and strategic measures taken during the year.

Across several verticals, performance showed sequential improvement, resulting in reduced pressure on operating margins.

The healthcare sector delivered a year of strong operational

progress, with record patient volumes, new service lines, and continued investment in advanced clinical and diagnostic capabilities across the network. Asiri Medical Hospital broadened its portfolio with specialised clinics in neurology, memory care, geriatrics, diabetes wound management, and women's health, while reinforcing its leadership in mother and baby

care. Asiri Hospital Kandy marked its sixth year with double-digit revenue growth, driven by record outpatient consultations, higher surgical volumes, and enhanced radiology, pharmacy, and wellness services. Asiri Matara prepared to introduce the district's first cardiac catheterization laboratory and CCU, while Galle advanced plans for a kidney transplant programme and

strengthened emergency and foreign patient care. Asiri AOI Cancer Centre maintained its leadership in oncology with Sri Lanka's most advanced radiotherapy capabilities and exclusive PET-CT services, supported by targeted ESG-led access initiatives. Asiri Surgical Hospital

led in minimally invasive cardiac procedures with the country's highest TAVI volumes, opened an AI-integrated Cath Lab, and expanded transplant, neuro, and rehabilitation services. Asiri Laboratories grew volumes by double digits, expanded its network to 93 collection centres, and introduced advanced diagnostic platforms. The newly established

Asiri Academy of Health Sciences, with international affiliations, has exhibited strong progress aimed to build future healthcare talent.

Collectively, these initiatives strengthened Asiri Health's position as the country's most comprehensive and technologically advanced private healthcare provider.

The financial services sector recorded a robust performance, underpinned by disciplined portfolio management, improved recoveries, and targeted capital measures. A strong and experienced management team was appointed for the sector, reinforcing strategic leadership

and driving operational resilience. Softlogic Life retained its prominence in life insurance with a 17.2% market share. Softlogic Life executed share buyback during the year, enhancing shareholder value and reflecting confidence in the company's

long-term prospects. The recently concluded acquisition of Allianz Life is expected to expand distribution reach and enhance the product portfolio, supporting the long-

term growth ambitions of Softlogic Life. Softlogic Finance returned to profitability during the year, with

a Special Purpose Vehicle under CBSL guidance being established to take on distressed assets, thereby improving capital adequacy and setting the tone for a sustainable turnaround. Softlogic Capital completed the settlement of its final tranche of listed debentures during the year.

The retail segment recorded improved revenue performance, supported by currency and interest rate stability, improved inventory levels, and a gradual recovery

in consumer demand. Fashion and lifestyle retail, led by ODEL, sustained performance despite

margin pressures from grey market competition and higher indirect taxes, driven by a sharper focus on core brands, calibrated promotions, and the rollout of value-driven Brand Outlet stores in Kohuwala, One Galle Face, and Kandy. Flagship additions, including Sri Lanka's largest Levi's store and the debut of Arrow menswear, further reinforced brand leadership. The consumer electronics segment streamlined its operations, exiting underperforming outlets and consolidating the network to improve efficiency,

while benefiting from normalised inventory flow after the easing of import restrictions and recording a volume pickup late in the year. The restaurant business also advanced, delivering sustained growth in outlet sales and benefiting from robust demand through online ordering and delivery channels. Strategic openings in Jaffna, including Popeyes,

Burger King and Baskin Robbins, expanded the Group's presence in the Northern market, while Delifrance at the Departures Terminal at the Bandaranaike International Airport captured rising tourist footfall

and delivered healthy returns. Together, these initiatives enhanced brand visibility, deepened market penetration and strengthened the foundation for scalable multi-brand growth. The supermarket business, Glomark, maintained its strategic focus on operational stability and expansion, with preparatory work underway for new outlets in high-growth suburban markets such as Buthgamuwa, Kirula Road, Rajagiriya and Kadawatha. The second Glomark Essential outlet was recently opened at Horton Place, introducing a compact, convenience-focused format designed for high-density urban catchments. Building on the strong early response, Glomark will continue to scale this express model

across select suburban and city-centre locations. Glomark will also broaden its private-label portfolio with a greater focus on organic, clean-label and health-oriented products, reinforcing its value-driven modern-trade positioning. In line with this direction, the brand initiated a comprehensive rebranding exercise to further embed the themes of wellness and better living across its identity and customer proposition.

This development reflects the brand's ongoing evolution toward a more health-conscious, lifestyle-aligned retail experience and will

strengthen future strategic initiatives in assortment curation, customer engagement and store experience design. The ODEL Mall development, which was strategically paused amidst macroeconomic headwinds, has been rescheduled to resume construction in the upcoming periods. The project remains integral to our long-term retail vision, and

its progression will be revisited as macroeconomic conditions and funding capacity continue to improve.

The automobile sector entered a new phase of opportunity following the removal of import restrictions, with early signs of renewed consumer interest and market activity. Ford sales gained momentum in the

latter part of the year as supply channels reopened, while Suzuki motorcycles re-entered the market, strengthening the Group's position in the two-wheeler segment. The state-of-the-art 3-S facility, serving multiple vehicle brands, reinforced our commitment to after-sales care and customer experience. The sector also achieved a strategic milestone with the partnership between Softlogic and ATUL Auto, one of

the global leaders in three-wheelers, to introduce a range of durable,

MESSAGE FROM THE CHAIRMAN

"

With reinforced leadership and a more integrated operating model, we are sharpening execution discipline, activating cross-business synergies and strengthening delivery across our core verticals, as the Group moves into a more decisive phase of

alignment and forward momentum. "

Operationally, a series of restructuring actions were implemented across the Group to improve efficiency, reduce

overheads, and strengthen internal cash generation. These included tighter controls, leaner organisational structures, and enhanced accountability frameworks to support more agile decision-making.

Reinforcing these measures, several key leadership appointments

were made at the Group, Retail,

fuel-efficient, and versatile models tailored to Sri Lanka's passenger and cargo transport needs. With technical expertise and spare parts infrastructure already in place, the sector is well positioned to capture pent-up demand and expand its role in both personal mobility and commercial transportation as the market normalizes.

The tourism sector operated in a normalised travel environment, with NH Collection Colombo and NH Bentota Ceysands Resort under the management of the Minor Group.

This change in management is expected to drive improvements in performance through enhanced

marketing reach, service standards, and brand positioning.

As part of the Group's broader transformation agenda, a multi-pronged strategy was advanced during the year to enhance financial flexibility, unlock value, and reposition the portfolio for long-term sustainability. These efforts focused on capital optimisation, operational realignment, and sharper focus on core verticals.

As part of the Group's broader transformation efforts, a series of deliberate and focused initiatives were rolled out during the year to enhance financial flexibility,

streamline operations, and sharpen strategic focus. These measures are central to rebuilding resilience and positioning the Group for long-term sustainability.

A key priority was the restructuring of borrowings, with an emphasis on converting short-term debt

into longer-tenure facilities to ease liquidity pressure and align

repayment obligations with projected cash flows. In tandem, capital enhancement efforts progressed with the successful completion of a Rs.2 Bn rights issue in September 2024.

A second phase of capital raising, via a warrants issue scheduled for September 2026, is expected to generate a further Rs.1.28 Bn to support balance sheet optimization.

To unlock capital and reduce leverage, the Group advanced its asset monetization strategy,

identifying and divesting several idle properties. A significant transaction included the sale of a 265-perch land in Koswatte-Thalangama, owned by Odel Lanka, for Rs.1.25 Bn in July 2025.

and Leisure sectors. These changes were aimed at revitalizing underperforming sectors, accelerating execution, and

embedding stronger governance and performance discipline across the Group.

In parallel, the Group will intensify efforts to capitalise on synergies across its portfolio by leveraging the inherent advantages of operating

a fully consumer-driven business ecosystem. With shared customer touchpoints, complementary business models and an integrated operating footprint, the Group is well positioned to drive greater efficiency, amplify cross-selling opportunities and enhance enterprise-wide value creation. A sharper focus will also be placed on accelerating the omni-channel strategy by strengthening online platforms, digital engagement and social media-led marketing to deliver a seamless and connected customer experience. These initiatives will be supported by

the Group's extensive digital infrastructure and its ownership of one of the largest consumer bases in the country through the

Softlogic One Group loyalty platform, a unified Group-wide asset that provides a strong foundation for deeper customer insights, targeted engagement and scalable growth.

The financial year concluded with early signs of operational traction across several key businesses, reflecting the impact of structural actions taken throughout the year. These improvements have laid a more stable foundation for the period ahead.

Looking forward, we remain cautiously optimistic as we navigate a more stable macro economic environment. The Group's strategic focus will remain anchored in its core verticals, Healthcare Services, Insurance, Retail & Telecommunications, and Automobiles, where we possess established strengths, scale, and consumer trust.

To further strengthen the balance sheet and improve operating leverage, initiatives around asset monetization, capital infusion, and debt rationalisation will continue into the new financial year. These measures are central to enhancing financial flexibility and reinforcing shareholder confidence.

While challenges remain, we are moving forward with sharper focus, greater discipline, and a clear execution agenda.

I wish to extend my sincere appreciation to the Board of Directors, the senior leadership team, and all our employees for their unwavering commitment and resilience throughout this period of transformation. I am also deeply

grateful to our shareholders, bankers, lenders, suppliers, and franchisors for their steadfast support and

trust in the Group's direction. Their continued partnership has been vital to our ability to execute priorities and sustain momentum.

This is a time for action, not assurances. We know the road ahead, and we are moving forward with clarity, control, and an unrelenting focus on what matters!

(Sgd.)

A. K. Pathirage

Chairman/ Managing Director

08 December 2025

Chairman / Managing Director

Executive Director

Executive Director

Senior Independent Non-Executive Director

Executive Director

Independent Non-Executive Director

Independent Non-Executive Director

Independent Non-Executive Director

Non-Independent

Non-Executive Director

Alternate Director to Mr. Shirish Saraf

BOARD OF DIRECTORS

Chairman/Managing Director

Mr. Ashok Pathirage, recognised as a visionary leader of Sri Lanka's corporate world, is

the founding member and Chairman/Managing Director of Softlogic Group, one of Sri Lanka's leading conglomerates.

He manages over 50 companies with a pragmatic vision providing employment to more than 11,000 employees.

Mr. Pathirage manages and gives strategic direction to the Group which has a leading market presence in three

core verticals, namely Retail, Healthcare Services and Financial Services and in three non-core verticals namely, IT, Leisure & Automobiles.

Asiri Hospital chain is the country's leading private healthcare provider which has achieved technological

milestones in medical innovation and reliability in Sri Lanka's private healthcare services.

He is the Chairman/Managing Director of Softlogic Holdings PLC, Asiri Hospital Holdings PLC, Asiri Surgical Hospital PLC and ODEL PLC. He also serves as the Chairman of Softlogic Capital PLC and Softlogic

Life Insurance PLC in addition to other companies of the Softlogic Group.

Executive Director

Mr. Haresh Kumar Kaimal is a co-founder of Softlogic Group and has served on the Board of Directors since the company's origin in 1991. He Leads the group-wide

IT division, overseeing IT initiatives, infrastructure and digital transformation across its diverse businesses. Under his guidance, Softlogic has implemented major systems

such as Oracle E-Business Suite and Oracle Retail applications, along with industry-specific front-end tools.

In addition to the Group wide responsibilities he is an Executive Director of Softlogic BPO (Pvt) Ltd,

Managing Director of Softlogic Supermarkets (Pvt) Ltd, represents the Board of Directors of Softlogic Life Insurance PLC, Softlogic Capital PLC, Softlogic Finance PLC, ODEL PLC, Asiri Hospitals Group and many other Group companies.

Executive Director

Mr. Hemantha Gunawardena is a Co-Founder of the Softlogic Group and has served on the Board since its inception. With over 30 years of experience

in the information technology and business sectors, he brings deep expertise and strategic insight to the Group's

operations. Prior to co-founding Softlogic, he led the software development division at a prominent Sri Lankan blue-chip company.

Mr. Gunawardena currently oversees the software operations of Softlogic Australia (Pvt) Ltd and serves as the Managing Director of Softlogic Automobile Sector, Chief Executive Officer of Softlogic Services, and is also actively overseeing the operations of the Softlogic Furniture sector.

Additionally, he serves as an Executive Director of Softlogic BPO Services (Pvt) Ltd, continuing to play a vital role in the Group's diversified portfolio.

Executive Director

Mr. Ranjan Perera is a co-founder and shareholder of Softlogic Group of Companies. Executive Director since inception and also holds

many Board Directorships in subsidiaries of the Softlogic Group. He is the CEO of

the Group's Mobile Phone Operations, CEO of Softlogic Retail Sector, Managing Director of Softlogic Pharmaceuticals (Pvt) Ltd, Managing Director -FMCG Channel and Heading the Higher Purchase Division of the Retail Sector.

He is also heading the Service Centre Operations, Supply Chain Management & Logistics and the Bata Operations (Footwear Retailer Pvt

Ltd), Director of Softlogic Stockbrokers (Pvt) Ltd and Softlogic Manufacturing (Pvt) Ltd, and Non-Executive Director of Softlogic Capital

PLC and Softlogic Finance PLC. He is currently a member of the Board of Study, Sri Lanka Foundation.

Senior Independent Non-Executive Director

Mr. Nihal Kekulawala counts over thirty years in the banking profession and was appointed as a Director in January 2019.

He has held senior positions at Hatton National Bank PLC and played a strategic role in the diversification of HNB from Commercial Banking to Investment Banking, venture

capital, stock brokering and life/ general insurance.

Mr. Kekulawala served as the lead consultant and was responsible for setting up a

Commercial Banking Operation in the Solomon Islands. He functioned as the inaugural CEO of the bank. He presently serves on the Board of several public companies. Mr. Kekulawala is a Fellow Member of the Institute of Chartered Accountants England and Wales, and Sri Lanka, Fellow Member of the Chartered Institute of Bankers, England and has an MBA from the University of Manchester.

Independent Non-Executive Director

Prof. Ajantha Dharmasiri was appointed to the Board in 2016 as a Non-Executive Independent Director. He has a rare combination of being a Chartered Manager, Chartered HR Professional and a Chartered Electrical

Engineer. He is acclaimed as a conference speaker, corporate trainer, strategy consultant, author and an academic. He is the first home-grown Senior Professor in Management of the Postgraduate Institute of Management (PIM), University of Sri Jayewardenepura, Sri Lanka and was a Director/ Chairman of the Board of Management of it. He became the first Sri Lankan to lead both the Chartered Management Institute (CMI) - Sri Lanka Chapter and Chartered Institute of Personnel Management (CIPM). He is an Adjunct Professor at Price College

of Business, University of Oklahoma.

He was the editor of the pioneering Sri Lankan Journal of Management (SLJM). Being a Commonwealth AMDISA Doctoral Fellow, Fulbright Postdoctoral Fellow, and a Commonwealth Postdoctoral Fellow, he is also an independent director of several boards. Prof. Dharmasiri likes to identify himself as one who transitioned from being an "Engineer of Electrical" to an

"Engineer of Hearts and Minds".

BOARD OF DIRECTORS

Independent Non-Executive Director

Thirukumar Nadarasa is a seasoned senior executive with over 33 years of CXX level operational and management experience working in a number of telecom operations in South East Asia, Middle

East and Africa. He first joined Singapore Telecom (Singtel) in 1990 and was with them for 4 years including secondment to Thai operations. In 1994,

he joined Hutchison Telecom International in Hong Kong, part of the Hutchison Whampoa conglomerate. He has been posted in various Asian countries including India, Indonesia, Myanmar, Thailand, Vietnam and Sri Lanka. In 2009, Mr. Nadarasa joined Bintel in Bahrain as the Group COO overviewing mobile operations in four West African countries. In 2012, Mr. Nadarasa rejoined Hutchison as CEO of Hutch Sri Lanka and successfully managed the complex merger with Etisalat Lanka. Mr. Nadarasa retired from the Hutchison Group in September 2023.

Mr. Nadarasa holds a Bachelor of Science Honours degree

in Electronic and Electrical Engineering from Loughborough University of Technology, UK.

He also has a Master of Science degree in Telecom Technology from Aston University, UK. He has then obtained a Master of Science in Management Science from Imperial College, University of London, UK.

Mr. Nadarasa is an Associate Member of the Institution of Electrical Engineers UK.

Independent Non-Executive Director

Mr. Imran Furkan advises Boards and CEOs on Strategy, Market Expansion as well as Geo Political, Economic, Climate and Technology Risk Management. Currently serving as CEO of Tresync, Australia. Mr. Furkan

is passionate about one thing -fostering collaboration. This is evidenced by his achievements in Senior management and Board Directorship roles in industries such as Finance, Health, Food, Retail, Regulatory and Industry Bodies, IT/GBS, Education, Commodities, Media, and Professional Services in

the Asia-Pacific region. He is Senior Independent Director of Asiri Health PLC and Asiri Surgical Hospital PLC, an Independent Non-Executive

Director of ODEL PLC, Maharaja Foods PLC, as well as Softlogic Holdings PLC and Board of Management member of the Lakshman Kadirgamar Institute and an Executive Committee member of The Interfaith Network (IFN), City of Greater Dandenong, Australia. He was an Independent Non-Executive Director of Trade Finance

and Investments PLC in Sri Lanka. He also served as the CEO of SLASSCOM and the Sri Lanka Press Institute. Mr. Furkan has also served on the Director Training Committee

and Media and Public Relations Committees of the Sri Lanka Institute of Directors.

Mr. Furkan is a Fellow of CPA Australia, CIMA UK, has an MBA from Australia, and a BA

(Hons) Sustainable Performance Management from the UK.

Non-Executive Non-Independent Director

Mr. Shirish Saraf joined the Board of Softlogic in April 2018 as the nominee Director of Samena Ceylon Holdings Ltd. Mr. Saraf has more than 28 years of private equity experience and is the Founder and Vice Chairman of Samena Capital. He is recognised as

one of Asia's 25 most influential people in Private Equity

(Asian Investor magazine) and is currently the Investment Manager and Head of the Investment Committee of the Samena Special Situations Funds.

Mr. Saraf has held numerous directorships and leadership positions across Samena's portfolio companies including Dynamatic Technologies, Tejas Networks and RAK

Ceramics PJSC, among others. He has previously held board directorships including Aramex Holdings, Commercial Bank

of Oman SAOG, EFG, Hermes, and Amwal Capital. Mr. Saraf was educated at Charterhouse (England) and the London School of Economics.

Alternate Director to Mr. Shirish Saraf

Mr. Chetan Gupta is the Senior Executive Officer of Samena Capital Investments Ltd Dubai. Mr. Gupta is a member of the Board of Directors of Samena Capital and of multiple portfolio companies including U-Gro Capital Ltd (India), Imperial Hotels (Pvt) Ltd (India) and RAK Logistics (Singapore).

He is also a member of the Investment Committee for the Fund. Mr. Gupta has over 20 years of professional investment experience and is a qualified Chartered Financial Analyst (AIMR), Chartered Alternative Investment Analyst and holds

a Masters in Management (Finance) from the University of Mumbai.

"

As a respected conglomerate, we are committed to create an entity that is insightful, impactful and

accountable for success and efficiency to generate a

significant amount of growth and performance."

The fundamental relationship between the Board, Management, Shareholders and other Stakeholders are established by our governance structure. Corporate Governance (CG) is a framework of rules and practices by which an organisation

is directed, controlled and managed.

The CG framework provides an overview of the Corporate

Governance structures, principles, policies and practices of the Board of Directors of Softlogic Holdings PLC (SHL). At Softlogic, the approach to CG is guided

by ethical culture, stewardship, accountability, independence, continuous improvement, oversight of strategy and risk. The fundamental relationship between the Board, Management, Shareholders and other Stakeholders are established by our governance structure, through which the ethical values

and corporate objectives are set and

plans for achieving those objectives and monitoring performances are determined. To serve the interests of shareholders and other stakeholders, the Company's Corporate Governance system is subject to ongoing review, assessment and improvement. The Board of Directors proactively adopts good governance policies and practices designed

to align the interests of the Board and Management with those of shareholders and other stakeholders and to promote the highest standards of ethical behaviour and risk management at every level of the organisation.

The Board of Directors are responsible for setting the strategic direction of the Group, safeguarding assets, managing risks and setting the tone at the top. They have set

in place governance frameworks to facilitate achievement of strategic goals and compliance with regulatory frameworks while balancing stakeholder interests. Composition

of the Board is set out graphically on the previous page while profiles of the Directors as at date are given on pages 18 and 21 Directors provide annual declarations of their independence in accordance with the stipulations of the Listing Rules

of the CSE and the guidelines of the Code of Best Practice. Board balance is facilitated with four Non-Executive Directors as at 31st March 2025 and five Non-Executive Directors as at date represented Non-Executive Directors who are reputed leaders in their fields of expertise out of whom three are Independent as at 31st March 2025.

Entrepreneurship

Marketing

Accounting & Finance

HR

Banking

Roshan Rassool (Resigned w.e.f. 21st

October 2025)

Imran Furkan (Appointed w.e.f. 29th

August 2025)

Ranjan Perera

Thirukumar Nadarasa

Haresh Kaimal

Prof. Ajantha

Dharmasiri

Chetan Gupta

Hemantha

Gunawardena

S. Saraf

Nihal Kekulawala

Ashok Pathirage

1

Alternate Director

3

Executive Directors

1

Non-Independent Non-Executive Director

4

Independent Directors

1

Executive Chairman

BOARD OF DIRECTORS

Shareholders

Board of Directors

Group Chairman/ Managing Director

Group Support Functions

Audit Committee

Sector Heads

HR & Remuneration

Committee

Subsidiary Companies

Related Party Transactions

Review Committee

Sector Heads

Nominations & Governance

Committee

Board of Directors

CEO

Management Team

CORPORATE GOVERNANCE

EXTERNAL

INTERNAL

GOVERNANCE SYSTEMS

• Companies Act No. 07 of 2007

• Listing Rules of the Colombo Stock Exchange

• Code of Best Practice on Corporate Governance issued by the SEC and ICASL

• Articles of Association

• Terms of References for Board Sub Committees

• Comprehensive framework of policies, systems and procedures

• Stakeholder engagement and management

• Strategic planning

• Risk management

• Regulatory compliance

• People management

• Internal controls

• Internal and external audit

The Board is supported by the following committees which facilitate effective discharge of its responsibilities. Minutes of the sub-committee meetings are circulated to the Board ensuring awareness of the activities of the sub-committees by all Board members.

The Board meets on a frequent basis and dates for Board meetings are determined and communicated in advance at the beginning of the year with additional meetings being scheduled whenever deemed necessary. Meeting agenda and relevant papers are circulated to all Directors within 7 days prior to the meeting providing sufficient time for review facilitating the conduct of an effective meeting. Attendance at Board meetings and Sub Committee meetings during the year under review is given below;

Messrs. Softlogic Corporate Services (Pvt) Ltd function as Company Secretaries to the Group. The Company Secretaries provide guidance to the Board as a whole and to individual Directors with regard

to discharging of responsibilities.

The Company Secretaries facilitate and guide to ensure that the Board complies with the applicable rules, regulations and procedures and activities relating to the Board.

• Directors are appointed by the Board in a structured and transparent manner.

  CORPORATE GOVERNANCE

• Appointments are made with due consideration given to the diversity of skills and experience within the Board.

• As per the Company's Articles of Association, three of the Directors shall retire from office at each Annual General Meeting and offer themselves for re-election.

• All Directors appointed during the year seek re-election at the subsequent AGM.

• The Managing Director is not subject to retirement by rotation.

  The following Directors thus retire and offer themselves for re-election:

• Mr. R.J. Perera

• Prof. A.S. Dharmasiri

• Mr. S. Saraf

  The following Director appointed during the year shall be eligible for re-election.

• Mr. M.I. Furkan

  CHAIRMAN & MANAGING DIRECTOR

  The roles of the Chairman and the Managing Director are combined in one person due to the diversity of the Group's business operations in line with a number of large diversified holding companies.

  INVESTMENT APPRAISAL

  The Group's diverse business portfolio is reviewed periodically to determine their appropriateness to the Group's long term business goals, risks and opportunities for growth.

  Consequently, investment and divestment decisions, acquisitions are key areas of focus for the Board with proposals reviewed for commercial viability, strategic alignment, operational, funding and risk implications. Systematic

  processes are in place to ensure the involvement of relevant persons when capital investment decisions are taken and numerous views

  are sought to ensure high quality decision making.

• Board Composition & Appointment

• Risk Management

• Funding Structure of Group

• Business Expansion

• Financial Reporting

• Performance Management

  DIRECTORS' REMUNERATION

  The Remuneration Committee makes recommendations to the Board on remuneration policy and remuneration of the Chairman and Managing Director, Executive

  Directors, Non-Executive Directors and Key Management Personnel in line with the business goals of the Company. Terms of Reference of this key sub-committee complies with the guidelines prescribed by the Code

  of Best Practice and other investor guidelines.

  The Group's Remuneration policy is designed to attract and retain talent which comprises of fixed income and a variable income which is linked to their performance. Non-Executive Directors' remuneration comprises only a fixed fee and does not have any variable component. No Director is able to determine his/ her own remuneration as Directors' Remuneration is a matter reserved for the Board as a whole with due consideration given

  to the recommendations of the Remuneration Committee of the Board.

  The Report of Board Remuneration Committee is on page 78 provides

  further information. The aggregate remuneration paid to the Directors is disclosed in the Notes to the financial statements on page 141 of this Report.

  SHAREHOLDER RELATIONS

  Shareholder relations are managed through a structured process with multiple platforms facilitating shareholder engagement and timely dissemination of information.

  The Annual General Meeting is the key platform for engagement and notice of the AGM and all relevant documents are circulated among shareholders at least 15 working days prior to the AGM.

  The Chairman/ Managing Director, Board of Directors and External Auditors attend the Annual General Meetings to respond to queries that may be raised by the shareholders. In addition to the AGM, shareholder engagement

  is also facilitated by the Group's investor relations department which maintains a continuous dialogue with shareholders through the dissemination of announcements on material developments and quarterly

  performance. They are also a point of clarification for shareholders.

  ACCOUNTABILITY AND AUDIT

  Board responsibilities include presenting a balanced assessment of the Group's financial performance, position and prospects on a quarterly and annual basis.

  This Annual Report has been prepared in discharge of this responsibility and includes the following declarations/ further information required by regulatory requirements and voluntary codes:

• Audited financial statements -pages 92 to 237

• Statement of Directors' Responsibilities - page 82

• Annual Report of the Board of Directors on the Affairs of the Company - pages 70 to 73

• Management Discussion & Analysis - pages 38 to 69

The Audit Committee has oversight responsibility for monitoring and supervising financial processes

to ensure integrity, accurate and timely financial reporting. It is also responsible for ensuring adequacy and effectiveness of the Internal Control and Risk Management processes and receives reports from Group Internal Audit and Group Risk Management in this regard. The Audit Committee comprises Non-Executive Directors all of whom are Independent for the financial year ended 31st March 2025.

Further, as at date the Audit Committee comprises 4 Non-Executive Directors, all of whom are Independent. The Chairman of the Audit Committee is a

finance professional with extensive experience in the relevant areas whose profile is given on page

19 The Terms of Reference of the Audit Committee complies with the recommendations of the Code of Best Practice on Board Audit Committees issued by ICASL and guidelines stipulated by the SEC.

The Audit Committee is responsible for approving the terms of engagement of the external auditors including audit fees. The principal auditor has not provided any services which are stipulated as restricted by the SEC and the audit fees and non-

audit fees paid by the Company to its auditors are separately disclosed on page …… of the Notes to the financial statements.

The Board holds overall responsibility for determining the Group's risk appetite and implementing sound risk management and internal control systems to ensure that risk exposures are maintained within defined parameters. The Group's internal control systems are aimed

at safeguarding shareholders investments and effectively managing risks that may impact the achievement of its strategic objectives.

A discussion on the Company's key risk exposures and mitigation mechanisms are given in the Risk Management Report on pages 35 to 37 of this Report. The Audit Committee annually reviews the

effectiveness of the Group's risk and internal control systems.

A formalised whistle-blowing policy is in place enabling employees to raise concerns anonymously on unethical behaviour, breach of regulations and/ or violations of the Group's Code of Conduct. Such complaints are investigated and addressed through a formalised

procedure and brought to the notice of the Board, serving as an overriding control mechanism.

The Board Related Party Transactions Review Committee has been set

up in compliance with guidelines stipulated by the CSE. Directors individually declare their relevant transactions with the Company and its subsidiaries on a quarterly basis.

A formalised process is in place for identifying Related Party

Transactions and avoiding conflicts of interest. All Related Party Transactions as defined by the applicable accounting standards are disclosed on Note 47 of the financial statements on pages 198 to 202 of this Report.

All shareholders are encouraged to attend the Annual General Meeting of the Company and vote on the resolutions which form part of the agenda in accordance with matters reserved for shareholders.

Extraordinary General Meetings are also called to inform shareholders on material developments that impact their interests and their consent is obtained for the same in accordance with the provisions of the Companies Act.

The Group continues its efforts to embed Sustainability into its

operations and report on how the Group manages risks stemming from economic, environmental and social factors. The Group's Annual Report is used as a platform to

provide comprehensive sustainability communication to all stakeholders and this year we have enhanced

the scope and coverage of our sustainability reporting by adopting a stakeholder value creation approach. Holistic sustainability reporting is a journey and we continue to improve the reports each year in discharging of our obligations.

CORPORATE GOVERNANCE