Softlogic Holdings PLC Annual Report 2019/20 CONTENTS OVERVIEW About This Report 1 Financial Highlights 2 Non-Financial Highlights 3 About The Group 4 Our Businesses 6 Year At A Glance 8 LEADERSHIP FINANCIAL & GOVERNANCE STATEMENTS Chairman’s Message 10 Statement of Directors’ Responsibilities 56 Board of Directors 14 Independent Auditors’ Report 57 Sector Heads 18 Income Statement 62 Functional Heads 20 Statement of Comprehensive Income 63 Corporate Governance Report 22 Statement of Financial Position 64 Statement of Changes In Equity 66 2 5 Statement of Cash Flow 68 Notes to the Financial Statements 70 OPERATIONAL & SUPPLEMENTARY FINANCIAL REVIEW INFORMATION Overview of Economy 28 Shareholder Information 176 Risk & Uncertainty 29 Corporate Directory 178 Financial Review 32 Notice of Meeting 182 Form of Proxy 183 3 6 Corporate Information IBC MANAGEMENT DISCUSSION & ANALYSIS Retail 36 Healthcare Services 38 Financial Services 40 Leisure And Property 42 Automobiles 44 4 Information Technology & Others 46 Committee Reports Annual Report of the Board of Directors on the Affairs of the Company 48 Board Audit Committee Report 51 Report of The Related Party Transactions Review Committee 52 HR & Remuneration Committee Report 53 1 ABOUT THIS REPORT This Annual Report covers the operations of Softlogic Holdings PLC and its Group companies for the period from 1st April 2019 to 31st March 2020. Given the unprecedented financial and operational challenges that prevailed during the year, we have sought to produce a concise report which complies with all relevant statutory requirements while fulfilling the high-level information needs of our stakeholders. The Report includes discussions on the Group’s operating landscape during the year, strategy and performance of business sectors, corporate governance, and risk management practices. The financial statements included herein have been prepared in accordance with the Sri Lanka Financial Reporting Standards (SLFRS) and external assurance has been provided by Messrs. Ernst & Young. The Report also conforms to the requirements of the Companies Act No.7 of 2007, Listing Requirements of the Colombo Stock Exchange, and the revised Code of Best Practice on Corporate Governance (2017) issued by CA Sri Lanka. OUR VISION To be the most preferred and trusted product and service provider, enhancing enterprise value. OUR CREDO To make responsible investment decisions and retain the best people so as to become the most admired corporate in Sri Lanka. INTEGRITY RESPECT Nothing compromises what we do. We respect the value of the individual. ACCOUNTABILITY OPENNESS Every employee is responsible to do We encourage unrestrained constructive feedback. the right thing. LEADERSHIP TRUST & LOYALTY Our visionary and inspirational leadership We build honest and rewarding relationships. leads by example. QUALITY INNOVATION Raise standards as we progress. We make a difference. PASSION SUCCESS We passionately safeguard our reputation. We promote the ‘can do’ attitude with disciplined thinking. Scan the QR Code with your smart device to view this report online. Softlogic Holdings PLC | Annual Report 2019/20 2 OVERVIEW FINANCIAL HIGHLIGHTS For the year ended 31 March 2020 2019 2018 2017 2016 2015 2014 2013 2012 Earnings Highlights Group Revenue Rs. Mn 76,722 75,143 66,019 58,882 54,600 39,564 29,246 25,351 21,819 Gross Profit Rs. Mn 27,044 27,636 23,673 19,579 18,559 14,117 11,012 8,983 7,330 Earnings Before Interest, Tax, Depreciation & Amortisation of Intangibles Rs. Mn 9,807 11,721 11,695 8,451 7,897 6,398 5,025 4,227 4,486 Group Earnings Before Interest & Taxation Rs. Mn 6,462 8,859 9,052 6,391 6,082 4,959 3,918 3,208 3,608 Group Earnings Before Taxation Rs. Mn (2,899) 1,743 3,092 1,581 2,836 2,266 1,258 453 1,601 Group Earnings After Taxation Rs. Mn (3,181) 2,990 2,278 920 1,870 1,819 1,009 153 1,016 Total Comprehensive Income Net of Taxation Rs. Mn (2,272) 3,127 2,827 1,793 2,859 2,160 1,237 2,077 856 Group Earnings Attributable to Equity Holders Rs. Mn (4,724) 105 204 120 565 556 156 (371) 448 Group Comprehensive Income Attributable to Equity Holders Rs. Mn (4,096) 353 450 783 1,829 761 220 557 340 Gross Profit Margin % 35 37 36 33 34 36 38 35 34 Net Profit Margin % (4.15) 3.98 3.45 1.56 3.43 5.00 3.50 1.00 4.70 Earnings Per Share Rs. (3.96) 0.09 0.25 0.15 0.73 0.72 0.20 (0.44) 0.60 Dividends Rs. Mn 596 596 503 387 194 - 120 234 101 Return on Capital Employed* % 6.58 9.78 11.02 9.42 9.81 8.37 8.73 8.76 10.58 Balance Sheet Highlights Total Assets Rs. Mn 150,044 130,670 118,823 100,915 93,152 87,324 65,863 53,836 44,688 Current Ratio No. of times 0.78 0.83 0.93 0.94 0.84 1.04 0.90 0.80 0.70 Asset Turnover No. of times 0.51 0.58 0.56 0.61 0.61 0.45 0.40 0.50 0.50 Total Interest Bearing Borrowings Rs. Mn 76,512 65,788 61,227 52,255 46,480 43,906 31,518 23,037 22,782 Shareholders' Funds Rs. Mn 9,507 14,343 11,591 8,547 8,159 7,336 6,802 7,288 7,202 Net Asset Value Per Share Rs. 8.0 12.23 14.05 11.04 10.54 9.47 8.7 9.4 9.2 Total Equity Rs. Mn 21,726 24,839 20,917 15,623 15,531 15,356 13,351 13,568 11,312 Debt : Equity ** No. of times 3.52 2.65 2.93 3.34 2.99 2.86 2.40 1.70 2.50 Debt : Total Assets No. of times 0.51 0.50 0.52 0.52 0.50 0.50 0.50 0.40 0.50 Operating Cash Flow Rs. Mn 9,009 1,556 (106) 2,331 3,432 426 1,775 1,777 157 Capital Expenditure Rs. Mn 7,637 5,743 4,524 6,311 5,252 4,438 3,604 2,271 1,138 Cash Earnings Per Share Rs. 7.55 1.33 (0.13) 3.01 4.43 0.50 2.30 2.30 0.20 Investor Information Market Price as at 31 March Rs. 12.30 16.00 24.60 11.90 13.30 13.20 10.60 10.40 11.20 Shares in Issue Mn 1,193 1,193 962 779 779 779 779 779 779 Market Capitalisation as at 31 March Rs. Mn 14,668 19,081 23,659 9,270 10,205 10,283 8,257 8,102 8,725 52-Week Market Share Price High Rs. 17.00 25.80 26.20 15.50 18.00 20.40 12.70 13.30 28.00 52-Week Market Share Price Low Rs. 11.00 15.90 11.70 11.70 12.30 10.30 8.10 9.40 11.10 Price to Book Value No. of times 1.50 1.30 1.75 1.01 1.10 1.40 1.50 1.40 1.40 Enterprise Value Rs. Mn 87,454 81,672 78,733 58,730 53,677 52,263 38,014 29,816 30,593 Enterprise Value : EBITDA No. of times 8.92 6.97 6.73 7.19 6.60 8.20 7.60 7.10 6.80 Dividend Per Share Rs. 0.50 0.50 0.65 0.50 0.25 - 0.16 0.30 0.13 Dividend Payout Ratio No. of times (0.53) (0.89) 0.14 0.38 0.19 - (5.13) 0.67 0.23 * Return on Capital Employed calculated as a percentage of EBIT to Total Capital Employed (Equity plus Interest Bearing Borrowings) ** Debt to Equity calculated based on Total Equity Capital Softlogic Holdings PLC | Annual Report 2019/20 3 Softlogic Holdings continues to inspire positive change across diverse sectors - aspiring to holistically impact its people and nurture longstanding business partnerships. SUPPLIERSNO AND OF EMPLOYEESBUSINESS PARTNERS SUPPLIERSSTAFF AND RETENTION BUSINESS RATE PARTNERS (AS AT 31ST MARCH 2020) (2019/2020) 11,278350+ 350+91% INVESTMENTS ON TRAINING PRINCIPAL RELATIONSHIPS 2019/2020 138 Rs.51Mn SUPPLIERS AND BUSINESS PARTNERS DISTRIBUTORS & OUTLETS 350+ 1850+ Softlogic Holdings PLC | Annual Report 2019/20 4 OVERVIEW ABOUT THE GROUP ABOUT US Softlogic Holdings PLC is one of Sri Lanka’s leading conglomerates, operating a multi- brand, multi-channel offering in key consumer-focused businesses. The Group has leading market positions in its three primary business verticals of Retail, Healthcare and Financial Services while also having a presence in the Information Technology, Automobiles and Leisure sectors. Softlogic’s competitive edge lies in its future-fit and agile business model which has enabled it to cater to the evolving needs of Sri Lanka’s increasingly affluent customer segments. Through its diverse businesses, the Group has access to one of the country’s largest consumer basis, which is supported through an extensive island-wide distribution network. RETAIL HEALTHCARE FINANCIAL SERVICES Sri Lanka’s leading mobile phone The leader is Sri Lanka’s private The Financial Services sector consists distributor and retailer of consumer healthcare industry, operating over of Softlogic Life Insurance PLC, electronics representing an array 800 beds in 7 hospitals through the Sri Lanka’s 3rd largest life insurer, of global brands. Represents over Asiri Health brand. The Sector is also Softlogic Finance PLC – a licensed 100 international fashion brands the leader in medical diagnostics, finance company and Softlogic in addition to ODEL and Cotton operating a network of 6 Hospital Stockbrokers.