Interim report
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SOFTLOGIC HOLDINGS PLC INTERIM FINANCIAL STATEMENTS FOR THE NINE MONTHS ENDED 31 DECEMBER 2025
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Softlogic Holdings PLC CONSOLIDATED INCOME STATEMENT In Rs. '000 Un-audited 9 months to 31-12-2025 Un-audited 9 months to 31-12-2024 Change as a % Un-audited 3 months to 31-12-2025 Un-audited 3 months to 31-12-2024 Change as a % Audited 12 months to 31-03-2025 Continuing operations Revenue from contract with customers 63,951,868 52,341,990 22 22,876,947 18,284,146 25 71,577,809 Revenue from insurance contracts 29,049,777 22,536,582 29 10,342,987 9,043,263 14 30,842,349 Interest income 744,539 1,003,976 (26) 255,709 322,583 (21) 1,201,987 Total revenue 93,746,184 75,882,548 24 33,475,643 27,649,992 21 103,622,145 Cost of sales (60,845,864) (48,380,023) 26 (21,280,759) (16,558,087) 29 (65,930,406) Gross profit 32,900,320 27,502,525 20 12,194,884 11,091,905 10 37,691,739 Other operating income 1,463,096 901,675 62 538,776 277,874 94 1,232,817 Distribution expenses (3,323,339) (2,738,616) 21 (1,245,050) (924,150) 35 (4,216,646) Administrative expenses (23,729,724) (20,867,950) 14 (8,562,165) (6,921,120) 24 (28,357,133) Results from operating activities 7,310,353 4,797,634 52 2,926,445 3,524,509 (17) 6,350,777 Finance income 6,149,735 7,592,199 (19) 2,291,817 1,898,067 21 9,121,780 Finance expenses (10,156,628) (11,851,420) (14) (3,403,098) (3,706,736) (8) (16,113,368) Net finance cost (4,006,893) (4,259,221) (6) (1,111,281) (1,808,669) (39) (6,991,588) Change in fair value of investment property - - - - - - (768,237) Share of profit of equity accounted investees 2,724 7,873 (65) - 5,682 (100) 16,759 Change in insurance contract liabilities (2,911,691) (4,713,478) (38) (25,664) (2,159,440) (99) (6,094,342) Profit/ (loss) before tax 394,493 (4,167,192) (109) 1,789,500 (437,918) (509) (7,486,631) Tax expense (3,281,800) (3,526,362) (7) (1,517,691) (1,175,764) 29 (3,598,547) Profit/ (loss) for the period (2,887,307) (7,693,554) (62) 271,809 (1,613,682) (117) (11,085,178) Attributable to: Equity holders of the parent (7,085,874) (10,462,835) (32) (1,984,683) (2,725,096) (27) (15,051,608) Non-controlling interest 4,198,567 2,769,281 52 2,256,492 1,111,414 103 3,966,430 (2,887,307) (7,693,554) (62) 271,809 (1,613,682) (117) (11,085,178) Loss per share Basic - Rs. (5.08) (8.18) (38) (1.42) (1.95) (27) (11.19) Earnings Before Interest, Tax, Depreciation & Amortisation of Intangible Assets (EBITDA) 10,363,340 7,840,985 32 4,119,544 4,518,041 (9) 10,347,841 Note : Figures in brackets indicate deductions. The above figures are not audited unless otherwise stated. -1-
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Softlogic Holdings PLC CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME In Rs. '000 Un-audited 9 months to 31-12-2025 Un-audited 9 months to 31-12-2024 Change as a % Un-audited 3 months to 31-12-2025 Un-audited 3 months to 31-12-2024 Change as a % Audited 12 months to 31-03-2025 Profit/ (loss) for the period (2,887,307) (7,693,554) (62) 271,809 (1,613,682) (117) (11,085,178) Other comprehensive income Continuing operations Other comprehensive income to be reclassified to income statement in subsequent periods Currency translation of foreign operations (6,831) 9,848 (169) 1,222 13,332 (91) 2,505 Net change in fair value on derivative financial instruments (213,530) (119,541) 79 (133,006) (235,554) (44) 723,559 Net profit/ (loss) on financial instruments at fair value through other comprehensive income (42,932) 331,681 (113) (204,066) 224,550 (191) (541,406) Net other comprehensive income/ (loss) to be reclassified to income statement in subsequent periods (263,293) 221,988 (219) (335,850) 2,328 (14,527) 184,658 Other comprehensive income not to be reclassified to income statement in subsequent periods Revaluation of land and buildings 47,591 - - 47,591 - - 1,084,504 Re-measurement loss on employee benefit liabilities (102,004) (51,141) 99 (102,004) (51,141) 99 (70,425) Share of other comprehensive income of equity accounted investments (net of tax) - - - - - - 398 Net profit on equity instruments at fair value through other comprehensive income 642,868 1,473,032 (56) 22,136 1,063,896 (98) 1,414,557 Tax on other comprehensive income not to be reclassified to income statement in subsequent periods - - - - - - (238,506) Net other comprehensive income/ (loss) not to be reclassified to income statement in subsequent periods 588,455 1,421,891 (59) (32,277) 1,012,755 (103) 2,190,528 Other comprehensive income/ (loss) from continuing operations for the period, net of tax 325,162 1,643,879 (80) (368,127) 1,015,083 (136) 2,375,186 Total comprehensive loss for the period, net of tax (2,562,145) (6,049,675) (58) (96,318) (598,599) (84) (8,709,992) Attributable to: Equity holders of the parent (7,113,044) (9,628,197) (26) (2,236,535) (2,215,454) 1 (13,695,935) Non-controlling interest 4,550,899 3,578,522 27 2,140,217 1,616,855 32 4,985,943 (2,562,145) (6,049,675) (58) (96,318) (598,599) (84) (8,709,992) Note : Figures in brackets indicate deductions. The above figures are not audited unless otherwise stated. -2-
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Softlogic Holdings PLC CONSOLIDATED STATEMENT OF FINANCIAL POSITION In Rs. '000 Un-audited as at 31-12-2025 Un-audited as at 31-12-2024 Audited as at 31-03-2025 ASSETS Non-current assets Property, plant and equipment 59,735,502 60,366,455 60,608,976 Right of use assets 8,095,381 7,338,332 7,863,836 Investment property 231,700 2,288,637 1,520,400 Intangible assets 7,700,132 7,744,211 7,692,458 Investments in equity accounted investments - 3,885 13,170 Non-current financial assets 38,608,906 31,629,786 31,871,109 Rental receivable on lease assets and hire purchase 291,978 1,544,721 1,049,363 Other non-current assets 19,162,858 16,677,075 18,586,207 Deferred tax assets 3,962,920 3,023,722 3,698,724 137,789,377 130,616,824 132,904,243 Current assets Inventories 8,773,837 8,296,436 8,432,620 Trade and other receivables 12,666,307 10,963,434 10,118,155 Loans and advances 4,100,296 3,439,594 3,944,571 Rental receivable on lease assets and hire purchase 520,485 422,765 436,153 Amounts due from related parties 100,314 100,498 102,825 Other current assets 7,462,735 7,333,131 4,422,867 Short term investments 19,476,289 12,651,051 13,325,964 Cash in hand and at bank 5,573,818 3,980,236 5,250,765 58,674,081 47,187,145 46,033,920 Total assets 196,463,458 177,803,969 178,938,163 EQUITY AND LIABILITIES Equity attributable to equity holders of the parent Stated capital 14,146,383 14,146,383 14,146,383 Revenue reserves (90,937,208) (79,520,196) (84,283,884) Other components of equity 10,235,094 9,498,630 10,617,850 (66,555,731) (55,875,183) (59,519,651) Non-controlling interests 22,758,147 17,227,931 18,812,703 Total equity (43,797,584) (38,647,252) (40,706,948) Non-current liabilities Insurance contract liabilities 46,611,447 32,290,200 33,671,063 Interest bearing borrowings 44,809,846 48,250,794 44,345,812 Lease liabilities 7,439,424 5,979,547 6,641,441 Public deposits 1,610,737 1,872,394 1,892,855 Deferred tax liabilities 8,081,462 7,941,449 7,974,765 Employee benefit liabilities 2,565,822 2,203,251 2,323,707 Other deferred liabilities 1,438 1,886 21,914 Other non-current financial liabilities 7,416,726 684,817 7,999,675 118,536,902 99,224,338 104,871,232 Current liabilities Trade and other payables 34,401,252 28,668,846 28,625,446 Amounts due to related parties 4,031 28,669 3,361 Income tax liabilities 4,502,729 3,093,134 3,624,124 Other current financial liabilities 40,658,530 46,397,067 40,042,820 Current portion of interest bearing borrowings 19,065,519 16,977,104 21,609,262 Current portion of lease liabilities 1,398,572 1,520,677 1,466,036 Other current liabilities 10,140,893 8,060,684 7,549,444 Public deposits 1,775,945 2,463,019 2,380,177 Bank overdrafts 9,776,669 10,017,683 9,473,209 121,724,140 117,226,883 114,773,879 Total equity and liabilities 196,463,458 177,803,969 178,938,163 I certify that the financial statements comply with the requirements of the Companies Act No. 7 of 2007. -sgd - C K Amarasekara Head of Finance The Board of directors is responsible for the preparation and presentation of these financial statements. -sgd - -sgd - A K Pathirage H K Kaimal Chairman Director 13 February 2026 Colombo 3
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Softlogic Holdings PLC CONSOLIDATED STATEMENT OF CHANGES IN EQUITY GROUP In Rs. '000 Stated capital Restricted regulatory reserve Non- distributable regulatory loss allowance reserve Revaluation reserve Foreign currency translation reserve Fair value reserve of financial assets at FVOCI Statutory reserve fund Other reserves Cash flow hedge reserve Revenue reserve Total As at 01 April 2025 14,146,383 309,613 705,310 13,714,486 (127,943) (661,775) 263,436 (1,207,775) (2,377,502) (84,283,884) (59,519,651) 18,812,703 (40,706,948) Profit/ (loss) for the period - - - - - - - - - (7,085,874) (7,085,874) 4,198,567 (2,887,307) Other Comprehensive income/ (loss) - - - 16,854 (6,831) 212,461 - - (213,530) (36,124) (27,170) 352,332 325,162 Equity investments at FVOCI reclassified to retained earnings - - - - - (75,925) - - - 75,925 - - - Total Comprehensive income/ (loss) - - - 16,854 (6,831) 136,536 - - (213,530) (7,046,073) (7,113,044) 4,550,899 (2,562,145) Transfer from non-distributable regulatory loss allowance reserve and statutory reserve fund - - (392,749) - - - - - - 392,749 - - - Changes in ownership interest in subsidiaries - - - - - - - 76,964 - - 76,964 91,554 168,518 Subsidiary dividend to non-controlling interest - - - - - - - - - - - (697,009) (697,009) As at 31 December 2025 14,146,383 309,613 312,561 13,731,340 (134,774) (525,239) 263,436 (1,130,811) (2,591,032) (90,937,208) (66,555,731) 22,758,147 (43,797,584) As at 01 April 2024 12,119,235 309,613 1,280,511 13,397,639 (130,448) (1,183,528) 263,436 (1,636,236) (3,100,577) (69,593,779) (48,274,134) 18,074,203 (30,199,931) Profit/ (loss) for the period - - - - - - - - - (10,462,835) (10,462,835) 2,769,281 (7,693,554) Other Comprehensive loss - - - - 9,848 513,873 - - 331,403 (20,486) 834,638 809,241 1,643,879 Equity investments at FVOCI reclassified to retained earnings - - - - - 123,670 - - - (123,670) - - - Total Comprehensive loss - - - - 9,848 637,543 - - 331,403 (10,606,991) (9,628,197) 3,578,522 (6,049,675) Issue of shares 2,027,148 - - - - - - - - - 2,027,148 - 2,027,148 Transfer from non-distributable regulatory loss allowance reserve - - (680,574) - - - - - - 680,574 - - - Changes in ownership interest in subsidiaries - - - - - - - - - - - 3,445 3,445 Subsidiary dividend to non-controlling interest - - - - - - - - - - - (4,428,239) (4,428,239) As at 31 December 2024 14,146,383 309,613 599,937 13,397,639 (120,600) (545,985) 263,436 (1,636,236) (2,769,174) (79,520,196) (55,875,183) 17,227,931 (38,647,252) Note : Figures in brackets indicate deductions. The above figures are not audited unless otherwise stated. Non- controlling interest Attributable to equity holders of parent Total equity -4-
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Softlogic Holdings PLC CONSOLIDATED CASH FLOW STATEMENT In Rs. '000 Un-audited 9 months to 31-12-2025 Un-audited 9 months to 31-12-2024 Audited 12 months to 31-03-2025 CASH FLOWS FROM/ (USED IN) OPERATING ACTIVITIES Profit/ (loss) before tax from continuing operations 394,493 (4,167,192) (7,486,631) Adjustments for: Finance income (6,149,735) (7,628,964) (9,121,781) Finance cost 10,156,628 11,851,420 16,113,368 Change in fair value of investment property - - 768,237 Share of results of equity accounted investees (2,724) (7,873) (16,758) Gratuity provision and related cost 373,091 279,327 479,008 Provisions for/ write-off of impaired receivables 96,625 95,851 525,324 Provision for write-off of inventories 109,682 (2,151) 39,591 Provisions for/ write-off of other non current assets - - 893,829 Provisions for/ write-off of loans and advances (61,234) 91,613 (136,779) Provisions for/ write-off of investments in lease and hire purchase (67,319) (140,650) (155,015) Depreciation of property, plant and equipment 2,625,473 2,834,135 3,713,252 Profit on sale of property, plant and equipment (60,704) 16,709 49,231 Impairment of investments 1,389 (3,096,954) (646,565) Amortisation/ impairment of intangible assets 427,675 209,216 283,812 Amortisation right of use assets 1,712,406 1,671,434 2,119,930 Impairment and derecognition of property, plant and equipment, right of use assets and intangible assets 23,747 - 13,538 Profit before working capital changes 9,579,493 2,005,921 7,435,591 Increase/ (decrease) in inventories (450,898) 1,614,656 1,436,730 Increase/ (decrease) in trade and other receivables (2,573,229) (1,599,526) (1,183,719) (Increase)/ decrease in loans and advances (811,488) 90,598 (65,808) (Increase)/ decrease in investments in lease and hire purchase 740,370 2,171,704 2,668,039 (Increase)/ decrease in other current assets (2,628,634) (3,151,691) (1,799,624) (Increase)/ decrease in amounts due from related parties 2,511 145 (2,182) Increase/ (decrease) in trade and other payables 4,991,277 4,865,677 5,070,504 Increase/ (decrease) in amounts due to related parties (1,369) (251) (25,558) Increase/ (decrease) in other current liabilities 2,645,553 3,212,845 2,667,813 Increase/ (decrease) in deferred income (65,943) (13,480) 40,340 Increase/ (decrease) in public deposits (886,350) (3,145,958) (3,208,340) Increase in insurance contract liabilities 4,049,824 4,531,069 5,911,933 Cash generated from operations 14,591,117 10,581,709 18,945,719 Finance income received 4,738,296 5,174,701 6,431,231 Finance expenses paid (7,290,779) (9,940,296) (12,787,136) Dividends received - 24,000 24,000 Tax paid (2,187,245) (2,999,663) (3,519,751) Gratuity paid (269,767) (195,771) (294,281) Net cash flow from operating activities 9,581,622 2,644,680 8,799,782 CASH FLOWS FROM/ (USED IN) INVESTING ACTIVITIES Purchase and construction of property, plant and equipment (1,724,137) (1,724,355) (2,454,804) Addition to intangible assets (68,615) (13,404) (46,529) Increase in other non-current assets (547,138) (300,197) (950,327) (Purchase)/ disposal of short term investments (net) 3,672,370 1,110,379 626,667 Dividends received 660 26,802 159,401 Purchase of non-current financial assets 2,493,193 7,233,389 4,212,840 Acqusition of business, net of cash acquired (1,145,787) - - Proceeds from disposal of investment properties 1,288,700 - - Proceeds from sale of property, plant and equipment 86,800 90,203 70,534 Net cash flow from/ (used in) investing activities 4,056,046 6,422,817 1,617,782 5
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Softlogic Holdings PLC CONSOLIDATED CASH FLOW STATEMENT In Rs. '000 Un-audited 9 months to 31-12-2025 Un-audited 9 months to 31-12-2024 Audited 12 months to 31-03-2025 CASH FLOWS FROM/ (USED IN) FINANCING ACTIVITIES Proceeds from issue of shares - 2,027,148 2,027,148 Proceeds from shareholders with non-controlling interest on issue of equity shares in subsidiaries - 3,884 3,884 Direct cost on issue of shares - - (5,191) Dividend paid to non-controlling interest (678,375) (4,426,932) (4,458,761) Increase in interest in subsidiaries - (439) (439) Proceeds from disposal of controlling interest in subsidiaries 366,690 281,768 659,184 Proceeds from long term borrowings 105,212 1,950,312 2,088,229 Repayment of long term borrowings (7,027,635) (8,648,246) (10,251,922) Repayment of lease liabilities (1,403,524) (2,362,816) (2,867,952) Increase/ (decrease) in other non-current financial liabilities (582,949) (68,069) (123,886) Proceeds from/ (repayment of) other current financial liabilities (net) 2,165,711 2,141,744 4,377,152 Net cash flow from financing activities (7,054,870) (9,101,646) (8,552,554) NET INCREASE/ (DECREASE) IN CASH AND CASH EQUIVALENTS 6,582,798 (34,149) 1,865,010 CASH AND CASH EQUIVALENTS AT THE BEGINNING 4,623,645 2,757,208 2,757,208 Effect of exchange rate changes 2,881 (1,391) 1,427 CASH AND CASH EQUIVALENTS AT THE END 11,209,324 2,721,668 4,623,645 ANALYSIS OF CASH AND CASH EQUIVALENTS Favourable balances Cash in hand and at Bank 5,573,818 3,980,236 5,250,765 Short term investments 15,412,175 8,759,115 8,846,089 Unfavourable balances Bank overdrafts (9,776,669) (10,017,683) (9,473,209) Cash and cash equivalents 11,209,324 2,721,668 4,623,645 Note : Figures in brackets indicate deductions. The above figures are not audited unless otherwise stated. 6
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Softlogic Holdings PLC COMPANY INCOME STATEMENT In Rs. '000 Un-audited 9 months to 31-12-2025 Un-audited 9 months to 31-12-2024 Change as a % Un-audited 3 months to 31-12-2025 Un-audited 3 months to 31-12-2024 Change as a % Audited 12 months to 31-03-2025 Revenue from contract with customers 633,017 1,136,474 (44) 70,503 375,380 (81) 1,824,860 Cost of sales (134,836) (275,723) (51) (53,983) (95,112) (43) (342,235) Gross profit 498,181 860,751 (42) 16,520 280,268 (94) 1,482,625 Dividend income 995 964,499 (100) - 20,975 (100) 963,901 Other operating income 70,598 18,080 290 8,664 6,000 44 29,774 Administrative expenses (753,540) (966,270) (22) (336,639) (679,386) (50) 639,812 Results from operating activities (183,766) 877,060 (121) (311,455) (372,143) (16) 3,116,112 Finance income 1,221,888 2,160,779 (43) 405,803 742,296 (45) 2,969,759 Finance expenses (2,696,927) (4,254,749) (37) (827,657) (1,249,692) (34) (5,559,778) Net finance cost (1,475,039) (2,093,970) (30) (421,854) (507,396) (17) (2,590,019) Change in fair value of investment property - - - - - - 90,401 Profit/ (loss) before tax (1,658,805) (1,216,910) 36 (733,309) (879,539) (17) 616,494 Tax expense - - - - - - (31,861) Profit/ (loss) for the period (1,658,805) (1,216,910) 36 (733,309) (879,539) (17) 584,633 Note : Figures in brackets indicate deductions. The above figures are not audited unless otherwise stated. -7-
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Softlogic Holdings PLC STATEMENT OF COMPREHENSIVE INCOME In Rs. '000 Un-audited 9 months to 31-12-2025 Un-audited 9 months to 31-12-2024 Change as a % Un-audited 3 months to 31-12-2025 Un-audited 3 months to 31-12-2024 Change as a % Audited 12 months to 31-03-2025 Profit/ (loss) for the period (1,658,805) (1,216,910) 36 (733,309) (879,539) (17) 584,633 Other comprehensive income Other comprehensive income not to be reclassified to income statement in subsequent periods Actuarial gain on retirement benefits - - - - - - 7,202 Net profit/ (loss) on equity instruments at fair value through other comprehensive income - (156,385) (100) - (130,535) (100) 25,701,604 Tax on other comprehensive income - - - - - - (8,404,672) Other comprehensive income/ (loss) for the period, net of tax - (156,385) (100) - (130,535) (100) 17,304,134 Total comprehensive income/ (loss) for the period, net of tax (1,658,805) (1,373,295) 21 (733,309) (1,010,074) (27) 17,888,767 Note : Figures in brackets indicate deductions. The above figures are not audited unless otherwise stated. -8-
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Softlogic Holdings PLC COMPANY STATEMENT OF FINANCIAL POSITION In Rs. '000 Un-audited as at 31-12-2025 Un-audited as at 31-12-2024 Audited as at 31-03-2025 ASSETS Non-current assets Property, plant and equipment 34,493 54,791 46,847 Right of use assets 7,391 6,951 4,066 Investment property 1,149,800 1,053,200 1,149,800 Intangible assets - 1,593 720 Investments in subsidiaries 109,997,148 84,453,251 109,984,030 Investments in associates - 9,750 9,750 Other non current financial assets 14,479 - 14,479 111,203,311 85,579,536 111,209,692 Current assets Trade and other receivables 1,732,896 561,801 1,660,261 Amounts due from related parties 17,982,235 16,100,386 17,812,418 Other current assets 406,906 190,972 360,543 Short term investments 20,263 17,431 17,663 Cash in hand and at bank 10,561 8,518 9,937 20,152,861 16,879,108 19,860,822 Total assets 131,356,172 102,458,644 131,070,514 EQUITY AND LIABILITIES Equity attributable to equity holders of the parent Stated capital 14,146,383 14,146,383 14,146,383 Revenue reserves (14,726,237) (14,950,934) (13,067,432) Other components of equity 62,640,387 45,256,526 62,640,387 Total equity 62,060,533 44,451,975 63,719,338 Non-current liabilities Interest bearing borrowings 15,602,139 15,172,299 16,720,649 Lease liabilities 1,049 - 1,369 Deferred tax liabilities 14,516,724 6,080,191 14,516,724 Employee benefit liabilities 121,487 147,650 151,984 Other deferred liabilities - - 21,622 Other non-current financial liabilities 1,819,986 - 1,795,972 32,061,385 21,400,140 33,208,320 Current liabilities Trade and other payables 6,251,665 3,789,440 6,080,476 Amounts due to related parties 297,295 585,068 239,927 Other current financial liabilities 22,732,635 25,474,359 20,287,220 Current portion of interest bearing borrowings 5,132,934 4,779,855 3,745,548 Current portion of lease liabilities 6,694 7,818 2,610 Other current liabilities 2,768,007 1,926,336 3,703,697 Bank overdrafts 45,024 43,653 83,378 37,234,254 36,606,529 34,142,856 Total equity and liabilities 131,356,172 102,458,644 131,070,514 I certify that the financial statements comply with the requirements of the Companies Act No. 7 of 2007. -sgd - C K Amarasekara Head of Finance The Board of directors is responsible for the preparation and presentation of these financial statements. -sgd - -sgd - A K Pathirage H K Kaimal Chairman Director 13 February 2026 Colombo 9
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Softlogic Holdings PLC COMPANY STATEMENT OF CHANGES IN EQUITY COMPANY In Rs. '000 Stated capital Fair value reserve of financial assets at FVOCI Accumulated losses Total As at 01 April 2025 14,146,383 62,640,387 (13,067,432) 63,719,338 Loss for the period - - (1,658,805) (1,658,805) Other comprehensive loss - - - - Total comprehensive loss - - (1,658,805) (1,658,805) As at 31 December 2025 14,146,383 62,640,387 (14,726,237) 62,060,533 As at 01 April 2024 12,119,235 45,412,911 (13,723,532) 43,808,614 Loss for the period - - (1,216,910) (1,216,910) Other comprehensive loss - (166,877) - (166,877) Equity investments at FVOCI reclassified to retained earnings - 10,492 (10,492) - Total comprehensive loss - (156,385) (1,227,402) (1,383,787) Issue of shares 2,027,148 - - 2,027,148 As at 31 December 2024 14,146,383 45,256,526 (14,950,934) 44,451,975 Note : Figures in brackets indicate deductions. The above figures are not audited unless otherwise stated. -10-
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Softlogic Holdings PLC COMPANY STATEMENT OF CASH FLOW In Rs. '000 Un-audited 9 months to 31-12-2025 Un-audited 9 months to 31-12-2024 Audited 12 months to 31-03-2025 CASH FLOWS FROM/ (USED IN) OPERATING ACTIVITIES Profit/ (loss) before tax (1,658,805) (1,216,910) 616,494 Adjustments for: Finance income (1,221,888) (2,160,779) (2,969,759) Dividend income (995) (964,499) (963,901) Finance cost 2,696,927 4,254,749 5,559,778 Change in fair value of investment property - - (90,401) Provisions for/ write-off of impaired receivables - 559,328 (1,402,955) Gratuity provision and related costs 17,539 11,172 27,944 Depreciation of property, plant and equipment 11,216 16,700 21,450 Amortisation right of use assets 20,519 3,221 11,616 (Profit)/ loss on sale of property, plant and equipment (47,414) (5) 1,032 Impairment of investments (30,000) (profit)/ loss on disposal of investment property - - - Amortisation/ impairment of intangible assets 720 158 1,031 Profit/ (loss) before working capital changes (182,181) 503,135 782,329 (Increase)/ decrease in trade and other receivable (205,209) 265,748 (567,030) (Increase)/ decrease in other current assets (46,363) 21,515 (148,056) (Increase)/ decrease in amount due from related parties 1,049,438 (1,297,220) (583,336) Increase in trade and other payables 152,071 439,037 118,203 Increase in amount due to related parties 36,243 372,542 42,574 Increase/ (decrease) in other current liabilities (336,321) 950,772 2,827,551 Cash from operations 467,678 1,255,529 2,472,235 Finance income received 32 1,793 2,859 Finance expenses paid (772,060) (2,959,671) (2,641,555) Dividend received 995 963,924 963,901 Gratuity paid (26,911) (11,177) (16,064) Net cash flow from/ (used in) operating activities (330,266) (749,602) 781,376 CASH FLOWS FROM/ (USED IN) INVESTING ACTIVITIES Purchase and construction of property, plant and equipment - - (1,082) Additions to investment property - - (6,199) Additions to intangible assets - - (1,751) (Purchase)/ disposal of short term investments (net) - 77,677 77,677 (Increase)/ decrease in interest in subsidiaries (3,367) 143,001 - Proceeds from disposal of controlling interest in subsidiaries 480,700 Proceeds from sale of property, plant and equipment and investment property 48,814 - 3,290 Net cash flow from investing activities 45,447 220,678 552,635 CASH FLOWS FROM/ (USED IN) FINANCING ACTIVITIES Proceeds from issue of shares - 2,027,148 2,027,148 Direct cost on issue of shares - - (5,191) Proceeds from long term borrowings 595,170 1,932,931 1,006,067 Repayment of long term borrowings (835,785) (2,040,060) (2,513,439) Repayment of lease liabilities (2,645) (3,123) (52,567) Proceeds from/ (repayment of) short term borrowings (net) 567,057 (1,359,713) (1,806,076) Net cash flow from/ (used in) financing activities 323,797 557,183 (1,344,058) NET INCREASE/ (DECREASE) IN CASH AND CASH EQUIVALENTS 38,978 28,259 (10,047) CASH AND CASH EQUIVALENTS AT THE BEGINNING (73,441) (63,394) (63,394) CASH AND CASH EQUIVALENTS AT THE END (34,463) (35,135) (73,441) ANALYSIS OF CASH AND CASH EQUIVALENTS Favourable balances Cash in hand and at bank 10,561 8,518 9,937 Unfavourable balances Bank overdrafts (45,024) (43,653) (83,378) Cash and cash equivalents (34,463) (35,135) (73,441) Note : Figures in brackets indicate deductions. The above figures are not audited unless otherwise stated. -11-
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Softlogic Holdings PLC NOTES TO THE FINANCIAL STATEMENTS OPERATING SEGMENT INFORMATION The following tables present revenue, profit information and other disclosures regarding Group's business segments. REVENUE AND PROFIT In Rs. '000 For the nine months ended 31 December 2025 2024 2025 2024 2025 2024 2025 2024 2025 2024 2025 2024 2025 2024 2025 2024 2025 2024 2025 2024 Continuing operations Revenue Total revenue 5,522,257 5,451,757 2,143,102 2,027,420 28,494,559 23,331,450 2,725,297 339,354 30,563,444 23,933,464 26,771,816 23,350,144 654,960 1,164,562 96,875,435 79,598,151 - - 96,875,435 79,598,151 Inter group (525,215) (915,596) (132,587) (71,213) (973,861) (876,230) (45,244) (37,847) (207,228) (138,861) (592,134) (517,226) (652,982) (1,158,630) (3,129,251) (3,715,603) - - (3,129,251) (3,715,603) Total external revenue 4,997,042 4,536,161 2,010,515 1,956,207 27,520,698 22,455,220 2,680,053 301,507 30,356,216 23,794,603 26,179,682 22,832,918 1,978 5,932 93,746,184 75,882,548 - - 93,746,184 75,882,548 Operating profit/ (loss) (197,610) 309,964 (345,342) (560,593) (990,096) (2,543,987) 262,711 37,998 3,197,453 3,073,575 5,714,389 3,752,390 (200,011) 386,258 7,441,494 4,455,605 (131,141) 342,029 7,310,353 4,797,634 Finance income 125,368 175,542 4,560 1,843 635,388 946,628 - 28 6,418,819 7,853,463 1,012,944 726,644 1,222,301 2,161,378 9,419,380 11,865,526 (3,269,645) (4,273,327) 6,149,735 7,592,199 Finance expenses (224,702) (233,384) (1,770,490) (1,325,630) (5,393,396) (6,281,321) (134,599) (133,469) (1,705,346) (2,360,921) (1,522,863) (1,507,229) (2,696,312) (4,250,704) (13,447,708) (16,092,658) 3,291,080 4,241,238 (10,156,628) (11,851,420) Share of profit of equity accounted investees - - - - - - - - - - - - 2,724 7,873 2,724 7,873 - - 2,724 7,873 Change in insurance contract liabilities - - - - - - - - (2,911,691) (4,713,478) - - - - (2,911,691) (4,713,478) - - (2,911,691) (4,713,478) Profit/ (loss) before taxation (296,944) 252,122 (2,111,272) (1,884,380) (5,748,104) (7,878,680) 128,112 (95,443) 4,999,235 3,852,639 5,204,470 2,971,805 (1,671,298) (1,695,195) 504,199 (4,477,132) (109,706) 309,940 394,493 (4,167,192) Tax expense 229 (1,281) (2,801) - (6,511) (157,299) - - (1,823,952) (1,482,551) (1,361,479) (1,039,114) 237 3 (3,194,277) (2,680,242) (87,523) (846,120) (3,281,800) (3,526,362) Profit/ (loss) after taxation (296,715) 250,841 (2,114,073) (1,884,380) (5,754,615) (8,035,979) 128,112 (95,443) 3,175,283 2,370,088 3,842,991 1,932,691 (1,671,061) (1,695,192) (2,690,078) (7,157,374) (197,229) (536,180) (2,887,307) (7,693,554) Depreciation of property, plant & equipment (PPE) 29,363 28,818 330,297 417,181 722,706 909,647 33,212 13,731 124,177 118,843 1,374,369 1,329,069 11,348 16,846 2,625,472 2,834,135 - - 2,625,472 2,834,135 Amortisation of ROU assets 22,885 21,032 - - 1,140,895 1,169,841 28,388 10,209 384,658 318,606 147,664 135,749 2,554 15,997 1,727,044 1,671,434 - - 1,727,044 1,671,434 Amortisation/ impairment of intangible assets 72,285 44,818 247 218 32,434 33,199 - - 211,717 21,119 408 - 720 158 317,811 99,512 109,704 109,704 427,515 209,216 Retirement benefit obligations and related cost 25,397 19,669 7,226 10,037 55,741 64,938 1,617 1,664 98,907 79,219 164,697 91,871 18,291 11,929 371,876 279,327 - - 371,876 279,327 Purchase and construction of PPE 36,658 19,345 47,775 26,017 315,982 504,847 829 702 222,004 90,238 1,100,629 1,082,260 260 946 1,724,137 1,724,355 - - 1,724,137 1,724,355 Additions to intangible assets - 3,540 - - 10,930 2,220 - - 57,285 5,893 - - - 1,751 68,215 13,404 - - 68,215 13,404 7,840,985 10% REVENUE AND PROFIT In Rs. '000 For the three months ended 31 December 2025 2024 2025 2024 2025 2024 2025 2024 2025 2024 2025 2024 2025 2024 2025 2024 2025 2024 2025 2024 Continuing operations Revenue Total revenue 1,844,779 1,812,659 890,207 907,997 10,617,169 8,785,383 1,047,835 112,444 10,868,030 9,553,111 9,088,796 7,998,559 76,092 384,760 34,432,908 29,554,913 - - 34,432,908 29,554,913 Inter group (171,859) (152,188) (9,641) (7,819) (406,449) (1,124,713) (21,465) (10,332) (72,108) (47,563) (199,645) (179,523) (76,098) (382,783) (957,265) (1,904,921) - - (957,265) (1,904,921) Total external revenue 1,672,920 1,660,471 880,566 900,178 10,210,720 7,660,670 1,026,370 102,112 10,795,922 9,505,548 8,889,151 7,819,036 (6) 1,977 33,475,643 27,649,992 - - 33,475,643 27,649,992 Operating profit/ (loss) (66,809) 16,120 (10,009) (339,529) 81,230 (770,474) 129,169 14,115 1,170,692 2,908,455 1,984,877 1,123,099 (317,900) 172,710 2,971,250 3,124,496 (44,805) 400,013 2,926,445 3,524,509 Finance income 40,576 65,041 1,534 153 223,394 318,067 - - 2,361,466 2,011,134 600,158 206,606 405,804 742,296 3,632,932 3,343,297 (1,341,115) (1,445,230) 2,291,817 1,898,067 Finance expenses (97,789) (93,544) (616,893) (354,496) (2,102,560) (2,042,483) (47,448) (56,999) (475,188) (829,312) (524,927) (509,854) (827,451) (1,248,339) (4,692,256) (5,135,027) 1,289,158 1,428,291 (3,403,098) (3,706,736) Share of profit of equity accounted investees - - - - - - - - - - - - - 5,682 - 5,682 - - - 5,682 Change in insurance contract liabilities - - - - - - - - (25,664) (2,159,440) - - - - (25,664) (2,159,440) - - (25,664) (2,159,440) Profit/ (loss) before taxation (124,022) (12,383) (625,368) (693,872) (1,797,936) (2,494,890) 81,721 (42,884) 3,031,306 1,930,837 2,060,108 819,851 (739,547) (327,651) 1,886,262 (820,992) (96,762) 383,074 1,789,500 (437,918) Tax expense 1,340 1,373 (3,274) 3,115 19,638 (97,032) - - (976,209) (639,085) (562,798) (325,468) 82 82 (1,521,221) (1,057,015) 3,530 (118,749) (1,517,691) (1,175,764) Profit/ (loss) after taxation (122,682) (11,010) (628,642) (690,757) (1,778,298) (2,591,922) 81,721 (42,884) 2,055,097 1,291,752 1,497,310 494,383 (739,465) (327,569) 365,041 (1,878,007) (93,232) 264,325 271,809 (1,613,682) Depreciation of property, plant & equipment (PPE) 7,503 9,608 110,999 126,231 269,102 300,463 11,104 4,427 42,857 39,051 460,743 438,020 2,739 6,123 905,047 923,923 - - 905,047 923,923 Amortisation of ROU assets 11,651 10,047 - - 504,172 510,583 10,242 3,415 142,206 138,024 54,327 50,053 778 2,344 723,376 714,466 - - 723,376 714,466 Amortisation/ impairment of intangible assets 42,584 15,082 82 218 10,766 10,168 - - 197,643 7,415 408 - 1 158 251,484 33,041 36,568 36,568 288,052 69,609 Retirement benefit obligations and related cost 8,466 5,071 3,291 3,349 17,552 20,281 539 560 58,500 44,638 55,170 (522) 6,097 3,976 149,615 77,353 - - 149,615 77,353 Purchase and construction of PPE 11,040 12,357 13,702 10,895 146,231 247,907 415 455 142,514 30,835 433,501 587,303 260 1 747,663 889,753 - - 747,663 889,753 Additions to intangible assets - - - - - - - - 54,939 1,579 - - - 1,751 54,939 3,330 - - 54,939 3,330 Note : Figures in brackets indicate deductions. Information Technology Leisure & Property Retail & Telecommunication Automobiles Financial Services Eliminations/ Consolidation adjustments Group Others Total Healthcare Services Information Technology Leisure & Property Retail & Telecommunication Automobiles Financial Services Healthcare Services Others Total Eliminations/ Consolidation adjustments Group 12
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Softlogic Holdings PLC NOTES TO THE FINANCIAL STATEMENTS 1. CORPORATE INFORMATION 2. BASIS OF PREPARATION 3. FAIR VALUE MEASUREMENT AND RELATED FAIR VALUE DISCLOSURES Softlogic Holdings PLC, is a public limited company incorporated and domiciled in Sri Lanka and listed on the Colombo Stock Exchange. The interim financial statements of the Group and the Company for the nine months ended 31 December 2025 were authorised for issue by the Board of Directors on 13 February 2026. The interim condensed financial statements have been prepared in compliance with Sri Lanka Accounting Standard LKAS 34 - Interim Financial Reporting. The presentation and classification of the financial statements of the previous period have been amended, where relevant, for better presentation and to be comparable with those of the current period. Investments in subsidiaries are initially recognised at cost in the financial statements of the Company. Any transaction cost relating to acquisition of investment in subsidiaries is immediately recognised in the income statement. Following initial recognition, investments in subsidiaries are accounted in accordance with SLFRS 9 - Financial Instruments. The Company measures the investment in subsidiaries at fair value at each balance sheet date using Discounted Cash Flow Methodology (DCF) and Net Assets Methodology (NAV). During the quarter, there were no transfers between Level 1 and Level 2 and no transfers into or out of Level 3 categories as per the fair value hierarchy. The fair value changes on financial instruments in Level 3 category was properly recorded in the statement of other comprehensive income. Fair valuation was done as of 31 December 2025 for all unquoted equity shares classified as Level 3 within the fair value hierarchy according to fair valuation methodology. Fair value would not significantly vary if one or more of the inputs were changed. The interim financial statements are presented in Sri Lankan Rupees (Rs.) and all values are rounded to the nearest thousand except when otherwise indicated. 13
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Softlogic Holdings PLC NOTES TO THE FINANCIAL STATEMENTS 4. CHANGE IN LIFE INSURANCE CONTRACT LIABILITIES 4.1 Valuation of Life Insurance Fund (Zeroed Basis of Negative Liabilities at Product Level) 4.2 Transfer of One-off Surplus from Policyholder Fund to Shareholder Fund Participating fund Non- participating fund Total 3,866,780 2,472,575 6,339,355 2,810,245 1,674,571 4,484,816 1,056,535 798,004 1,854,539 - (798,004) (798,004) 1,056,535 - 1,056,535 4.3 Composition of investments supporting the Restricted Regulatory Reserve as at 31 December 2025 Asset Category ISIN No. Face value Market value as at 31 December 2025 Rs. '000 Government Securities Treasury Bonds LKJ01236C152 240,920,679 190,093 LKJ01337I155 240,920,679 186,343 LKJ01438I151 240,920,679 184,209 LKJ01539I156 240,920,679 182,327 LKJ01640I152 240,920,679 180,668 LKB01032G014 25,000,000 36,119 LKB01534I155 275,000,000 276,289 LKB02032J017 9,000,000 8,615 LKB02033K013 397,000,000 369,649 REPO LKB00528L152 22,663,000 21,608 LKB00529L150 52,932,000 50,000 Total market value of the assets 1,685,920 Restricted Regulatory Reserves 1,515,796 The distribution of one-off surplus to shareholders as dividends shall remain restricted until company develops appropriate policies and procedures for effective management of its business Value of insurance contract liability based on Independent Actuary - NPV as at 31 December 2015 Value of insurance contract liability based on Independent Actuary - GPV as at 31 December 2015 The valuation of life insurance fund as at 31 December 2025 was made by Appointed Actuary Mr. Kunj Behari Maheshwari, FIA, FIAI, of Messrs. Willis Towers Watson India Private Limited, who approved to transfer from Non-Participating Life Insurance Fund/ insurance contract liabilities to the Shareholders Fund as surplus transfer as disclosed below. For the nine months ended 31 December 2025 - Rs. 3,968.00 Mn (2024 - Rs. 3,355 Mn) For the quarter ended 31 December 2025 - Rs. 1,800.00 Mn (2024 - Rs. 870.00 Mn). The Insurance Regulatory Commission of Sri Lanka (IRCSL) has issued a Direction No 16 on 20 March 2018 on “Guidelines/ directions for Identification and Treatment of One-off Surplus” and has instructed all life insurance companies to comply with the new direction. Based on the new guidelines life insurance companies are directed to transfer the one-off surplus attributable to policyholder non-participating fund to shareholder fund in the reporting period ended 31 December 2017. The transfer has been presented as a separate line item in the Income Statement as “change in contract liability due to transfer of one-off surplus” and as a separate reserve in the Statement of Financial Position as “Restricted Regulatory Reserve” under equity in accordance with above Direction. As required by the said direction, the Company received approval for this transfer on 29 March 2018. Further distribution of one-off surplus to shareholders, held as part of the "Restricted Regulatory Reserve", is subject to meeting governance requirements stipulated by the IRCSL and can only be released as dividends upon receiving approval from the IRCSL. The one- off surplus in the shareholder fund will remain invested in government debt securities and deposits as disclosed in Note 4.3 as per the directions of the IRCSL. One-off surplus in respect of participating business is held within the participating fund as part of the unallocated valuation surplus and may only be transferred to the shareholder fund by means of bonuses to policyholders in line with Section 38 of the “Regulation of Insurance Industry, Act No. 43 of 2000”. Please refer Note 4.3 for details of assets supporting the restricted regulatory reserve as at 31 December 2025. Surplus created due to change in valuation method from NPV to GPV One off surplus as at 01 January 2016 Transfer of one off surplus from long term fund to Restricted Regulatory Reserve Surplus created due to change in valuation method - One off surplus as at 31 December 2025 Movement in One-off Surplus Transfer In Rs. '000 14
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Softlogic Holdings PLC NOTES TO THE FINANCIAL STATEMENTS 5. SHARE INFORMATION 5.1 Public share holdings As at 31-12-2025 Public shareholding (%) 11.22 Public shareholders 10,215 Float adjusted market capitalization (Rs. Mn.) 923.63 5.2 Directors' share holdings The number of shares held by the Board of Directors are as follows: As at 31-12-2025 A K Pathirage - Chairman/ Managing Director 616,407,331 G W D H U Gunawardena 71,333,852 R J Perera 75,437,508 H K Kaimal 80,439,792 M P R Rassool (resigned w.e.f. 21 October 2025) Nil Prof. A S Dharmasiri Nil S Saraf Nil C K Gupta (alternate director to Mr. S Saraf) Nil J D N Kekulawala Nil T Nadarasa Nil M I Furkan (appointed w.e.f. 29 August 2025) Nil 843,618,483 5.3 Twenty largest shareholders of the company are as follows: Number of shares As at 31-12-2025 % 1 Mr. A K Pathirage 616,407,331 44.18 2 Samena Ceylon Holdings Ltd 326,453,981 23.40 3 Mr. H K Kaimal 80,439,792 5.77 4 Mr. R J Perera 75,437,508 5.41 5 Mr. G W D H U Gunawardena 71,333,852 5.11 6 Samena Special Situations Fund III L.P. 53,653,654 3.85 7 Pemberton Asian Opportunities Fund 36,550,586 2.62 8 Mr. Dhia Yahya Dhia Al-Din Jaffar 22,903,211 1.64 9 Samena Special Situations Fund II L.P. 15,000,000 1.08 10 Mr. N Samarasuriya 9,450,644 0.68 11 Mr. S J Fancy 7,225,323 0.52 12 Mrs. G I Vasunthara 3,100,000 0.22 13 Mr. A L A Leitan 2,826,396 0.20 14 Miss. S Subramaniam 2,800,000 0.20 15 Arunodhaya (Private) Limited 2,058,059 0.15 16 Mr. G R Geha 2,015,372 0.14 17 Lombard Odier Darier Hentsch and CIE 1,870,971 0.13 18 Arunodhaya Investments (Private) Limited 1,638,677 0.12 19 Mr. W A A T M Jayawickrama 1,471,534 0.11 20 Mr. N Samarasuriya/ Mrs. C Samarasuriya (Joint Account) 1,258,404 0.09 Percentage of shares held by the public and the number of public shareholders is as given below: Minimum public holding percentage - The Company is in compliance with option 1 of the CSE Listing Rules 7.13.1 (i) (b) which requires 7.5% minimum public holding percentage and 200 minimum public shareholders. 15
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Softlogic Holdings PLC NOTES TO THE FINANCIAL STATEMENTS 6. STATED CAPITAL MOVEMENTS 6.1 No of shares No of shares As at 01 April 2025 1,395,257,979 As at 31 December 2025 1,395,257,979 6.2 Value of shares Rs. '000 As at 01 April 2025 14,146,383 As at 31 December 2025 14,146,383 7. INVESTOR INFORMATION 7.1 Market value of shares 31-12-2025 The market value of an ordinary share of Softlogic Holdings PLC was as follows. Last traded price on (Rs.) 5.90 Highest price recorded for the three months ending (Rs.) 7.00 Lowest price recorded for the three months ending (Rs.) 5.70 Market Capitalisation (Rs. Mn.) 8,232.02 7.2 Ratios Net liability per share at the period end (Rs.) (47.70) 7.3 Share trading information from 01 October 2025 to 31 December 2025 Number of shares traded 14,653,536 Value of shares traded (Rs. Mn.) 94.52 8. CONTINGENCIES CONTINGENT LIABILITIES 9. CAPITAL COMMITMENTS As at 31 December 2025, the Group had capital commitments contracted but not provided in the financial statements amounting to Rs. 8,698.14 Mn (31 December 2024 - Rs. 17,417.00 Mn). As at reporting date, there were no significant change in the nature of the contingencies and other commitments, which were disclosed in the annual report for the year ended 31 March 2025 other than the following. A dispute has arisen with the Department of Inland Revenue with regard to the applicability of the income tax exemption for the years of assessment 2005/06 to 2014/15, in terms of the agreement entered between Asiri Surgical Hospital PLC and the Board of Investment of Sri Lanka (BOI) in 2000. With respect to the same we have received written notifications from the Tax Appeal Commission so far for the years of assessments from 2005/06 to 2013/14 and the company is assessing the provisioning requirement based on the applicable tax laws during that period. We are also in the process of initiating Legal action against these assessments in the Court of Appeal. The management of Asiri Surgical Hospital PLC also have filed a Writ application in the Court of Appeal in CA (Writ) 386/ 2016 preventing the recoverability of tax for the same matter and the judgement was delivered on 19 January 2026 dismissing the application of Asiri Surgical Hospital PLC. Since there is a litigation, in accordance with Paragraph 92 of LKAS 37, we are unable to provide further information on this and associated risks, in order not to impair the outcome and/or prejudice the Company’s position in this matter. 16
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Softlogic Holdings PLC NOTES TO THE FINANCIAL STATEMENTS 10. RIGHTS ISSUE OF SHARES - SOFTLOGIC HOLDINGS PLC Utilisation of funds raised through rights issue of shares Rights Issue proceeds utilization as at 31 December 2025 Amount allocated from Proceeds Amount utilized Rs. Mn. Rs. Mn. (A) (B) 1 To settle external debt, including bank debt, securitization loans, and commercial papers 2,981.36 Immediately upon the receipt of subscription and post allotment of shares 2,027.15 100.00 2,027.15 100.00 N/A 11. EVENTS AFTER THE REPORTING PERIOD Softlogic Finance PLC which is a subsidiary of Softlogic Holdings PLC engaged its independent auditor to provide a special purpose audit opinion on the Statement of Profit or Loss and the Statement of Changes in Equity for the four-month period ended 31 July 2025. This special purpose audit report was prepared specifically for submission to the Central Bank of Sri Lanka. Its purpose is to include the profits after tax and the reversal of the Regulatory Loss Allowance Reserve (RLAR) of the Company for the four-months period ended 31 July 2025, as part of the Core Capital (Tier 1 Capital) and in calculating the Capital Adequacy Ratios. The Company submitted this audited report to the Central Bank on 28 August 2025, for compliance with the regulatory Core Capital and Capital Adequacy purposes. The Company has complied with the regulatory minimum Core Capital and the Capital Adequacy Ratios (Tier 1 and Total Capital (Tier 2) ratios) requirements as at the date of the audited report. Based on the audited report submitted to the Central Bank, the Central Bank, by its letter dated 19 September 2025, informed the Company that the Governing Board of the Central Bank of Sri Lanka has approved the lifting of the regulatory restrictions imposed on the Company with immediate effect. The Company has informed the lifting of the Central Bank regulatory caps to the Colombo Stock Exchange (CSE) via the Company letter dated 22 September 2025. Regulatory Capital Compliance - Softlogic Finance PLC Total Funds raised through rights issue in FY24/25 amounting to Rs. 2,027.15 mn was fully utilised for the objectives stated in the circular to shareholders issued in respect of the above. Proposed date of utilization as per Circulars Utilisation of funds raised through rights issue of shares There were no significant events subsequent to the date of the statement of financial position, which require disclosure in the financial statements other than the following. Objec tive Numb er Objective as per Circulars Amount allocated as per Circular Rs. Mn. % of total proceeds % utilized against allocation Clarification of not fully utilized including if not utilized where are the funds invested 17
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Softlogic Holdings PLC NOTES TO THE FINANCIAL STATEMENTS 12. RELATED PARTY TRANSACTIONS 12.1 Transactions with related parties In Rs. '000 09 months to 31-12-2025 09 months to 31-12-2024 09 months to 31-12-2025 09 months to 31-12-2024 Subsidiaries (Purchases)/ sales of goods - - (1,343) (3,245) (Receiving)/ rendering of services - - 610,767 1,016,737 Loans given/ (obtained) - - (2,106,118) (129,506) Interest received/ (paid) - - (161,191) 29,827 Rent received/ (paid) - - 2,868 89,555 Dividend received 583 943,501 Guarantee charges received/ (paid) - - (8,082) 223,029 Guarantees given/ (obtained) - as at 31 December - - 39,149,377 38,855,867 Associates (Receiving)/ rendering of services 1,968 5,933 1,978 5,933 Interest received/ (paid) - 161 - 161 Dividend received - 20,400 Key management personnel Advance given/ (received) 55,932 50,857 (1,992) (1,992) Guarantees given/ (received) (150,000) (150,000) - - Loans given/ (customer deposits received) (3,038) (2,016) - - Interest received/ (paid) (157) - - - (Purchases)/ sales of goods - 187,910 - - Close family members of KMP (Receiving)/ rendering of services - - - - 12.2 Group Company Terms and conditions of transactions with related parties Transactions with related parties are carried out under relevant commercial terms and conditions. Outstanding current account balances at year end are unsecured, interest free and settlement occurs in cash. Interest bearing borrowings are at pre-determined interest rates and terms. 18
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Softlogic Holdings PLC CORPORATE INFORMATION Name of Company Related Party Transaction Committee Softlogic Holdings PLC M I Furkan - Chairman H K Kaimal Legal Form T Nadarasa Public Limited Liability Company. Incorporated in Sri Lanka on 25 February 1998 as a Private Limited HR and Remuneration Committee Liability Company under the Companies Act No. 17 of 1982. Prof. A S Dharmasiri - Chairman Re-registered on 17 December 2007 as a Public Limited Liability J D N Kekulawala Company under the Companies Act No. 07 of 2007. T Nadarasa The status of the Company was changed to a Public Limited Company on 10 December 2008. Subsequent to the listing of shares on the Main Nominations and Governance Committee Board of Colombo Stock Exchange, the name of the Company was T Nadarasa - Chairman changed to Softlogic Holdings PLC on 25 August 2011. J D N Kekulawala Subsequently the Company transferred to the Diri Savi Board of the Prof. A S Dharmasiri Colombo Stock Exchange with effect from 02 December 2020. Investor Relations Company Registration No Softlogic Holdings PLC PV 1536 PB/PQ 14, De Fonseka Place, Colombo 05 Registered Office of the Company Sri Lanka 14, De Fonseka Place, Tel : +94 11 5575 176 Colombo 05 E-mail : investorrelations@softlogic.lk Sri Lanka Tel : +94 11 5575 000 Contact for Media Fax : +94 11 2508 291 Softlogic Holdings PLC E-mail : info@softlogic.lk 14, De Fonseka Place, Web : www.softlogic.lk Colombo 05 Sri Lanka Directors Tel : +94 11 5575 000 A K Pathirage - Chairman/ Managing Director Fax : +94 11 2595 441 G W D H U Gunawardena H K Kaimal Bankers R J Perera Bank of Ceylon M P R Rasool (resigned w.e.f. 21 October 2025) Cargills Bank Ltd Prof. A S Dharmasiri Commercial Bank of Ceylon PLC S Saraf DFCC Bank PLC C K Gupta (alternative director to Mr. S Saraf) Hatton National Bank PLC J D N Kekulawala Muslim Commercial Bank T Nadarasa National Development Bank PLC M I Furkan Nations Trust Bank PLC Pan Asia Banking Corporation PLC Secretaries People's Bank Softlogic Corporate Services (Pvt) Ltd Sampath Bank PLC 14, De Fonseka Place, Seylan Bank PLC Colombo 05 Union Bank of Colombo PLC Sri Lanka State Bank of India Tel : +94 11 5575 000 Indian Bank Fax : +94 11 2508 291 Auditors Audit Committee Ernst & Young M I Furkan - Chairman (appointed w.e.f. 14 January 2026) Chartered Accountants J D N Kekulawala Rotunda Towers, Prof. A S Dharmasiri No. 109, Galle Road, T Nadarasa Colombo 03 19