1. The Board of Directors of Teejay Lanka PLC (“the Company”) has pleasure in presenting to the members their report together with the audited consolidated Financial Statements of the Company and its subsidiaries (the “Group”) for the year ended 31 March 2025.

Formation

2. Teejay Lanka PLC is a public limited liability company incorporated as a limited liability company in Sri Lanka on 12 July 2000, and was subsequently listed on the main board of the Colombo Stock Exchange of Sri Lanka on 9 August 2011.
   The Company owns 100% of issued stated capital of Teejay Lanka Prints (Private) Limited and Teejay Mauritius (Private) Limited. Teejay India (Private) Limited and Nubian Threads (Private) Limited are subsidiaries of the Teejay Mauritius (Private) Limited and considered to be sub subsidiaries of the Company. The Company is the ultimate parent of the Group.
   The Board of Directors approved these Financial Statements on 05 June 2025.

Nature of the business of the Company

3. The nature of the business of the Company and its subsidiaries is given in Note 1 to the Financial Statements on Notes to The Financial Statements.

Financial statements

4. The Financial Statements which include Statement of Financial Positions as at 31 March 2025, the Statement of Profit or Loss, the Statements of Comprehensive Income, the Statement of Changes in Equity, the Statements of Cash Flows and Notes to the Financial Statements of the Group and the Company for the year ended 31 March 2025 are set out on Statement of Profit or Loss to Statement of Cash Flows. All amounts are stated in Sri Lankan Rupees, unless otherwise stated.

Independent Auditor's report

5. The Independent Auditor's Report on the Financial Statements is given on Independent Auditors Report.

Accounting policies

6. The Accounting Policies adopted by the Group and the Company have been consistently applied from previous year. The significant accounting policies including any new accounting standards adopted in the preparation of Financial Statements are given on Notes to The Financial Statements.

Review of business

7. The state of affairs of the Group and the Company as at 31 March 2025 and the financial performance for the year ended 31 March 2025 are set out in the statement of financial position on Statement of Financial Position, statement of profit or loss on Statement of Profit or Loss and statement of comprehensive income on Statement of Comprehensive Income.

Property, plant and equipment

8. The movements in property, plant and equipment during the year are set out in Note 14 to the consolidated Financial Statements.

Market value of properties

9. The Directors are of the opinion that the carrying amount of properties stated in Note 14 to the consolidated Financial Statements reflect their fair values.

Subsidiaries

10. The Company's interest in subsidiaries as at 31 March 2025 is as follows:

Name of the subsidiary	Country of incorporation and operation	Shareholding %
Teejay Lanka Prints (Private) Limited	Sri Lanka	100
Teejay Mauritius (Private) Limited (TML)	Mauritius	100
Teejay India (Private) Limited (holding through TML)	India	99.99
Nubian Threads Private Limited (holding through TML)	Egypt	100

Dividends

11. The Company paid a final dividend of LKR 541,093,304 (USD 1,821,986) representing LKR 0.75 per share approved by the shareholders at the Annual General Meeting held on 28 June 2024 in respect of the year ended 31 March 2024.
    The Company declared and paid an interim dividend of LKR 541,093,304 (USD 1,845,286) representing LKR 0.75 per share for the year ended 31 March 2025.
    Further, the Board of Directors have recommended to propose the payment of LKR 1.60 per share as final dividend to the shareholders of the Company for the year ended 31 March 2025 subject to obtaining the approval of the shareholders at the forthcoming annual general meeting.

Reserves

12. Total reserves and their composition are set out in the Statement of Changes in Equity on Statement of Changes In Equity - Group and Statement of Changes In Equity - Company of the consolidated Financial Statements.

Stated capital

13. The stated capital of the Company as at 31 March 2025 amounted to LKR 4,582,871,023 consisting of 721,457,738 ordinary shares.

Shareholding

14. As at 31 March 2025, there were 7,705 registered shareholders and the twenty largest shareholders of the Company with the corresponding shareholding percentages held are set out as follows:

	Number of shares	Percentage of holding %
Brandix Lanka Limited – Number 1 Account	234,227,644	32.47
Pacific Textured Jersey Holdings Limited	195,926,217	27.16
BBH – Fidelity Funds	45,051,547	6.24
Citibank Newyork S/A Norges Bank Account 2	21,500,716	2.98
JPMCB NA-Fidelity Asian Values Plc	18,466,155	2.56
Lynear Wealth Management/Mr Hanif Yusoof	15,723,716	2.18
J.B. Cocoshell (Private) Limited	13,082,945	1.81
Pemberton Asian Opportunities Fund	12,000,000	1.66
Mr R P Weerasooriya	8,735,939	1.21
Employee’s Provident Fund	6,979,333	0.97
Citibank Hong Kong S/A Hostplus Pooled Superannuation Trust	6,009,814	0.83
Union Assurance Plc – Universal Life Fund	5,646,385	0.78
Hatton National Bank Plc – Senfin Growth Fund	3,953,926	0.55
SSBT – Sunsuper Pty. Ltd. As Trustee For Sunsuper Superannuation Fund	3,783,148	0.52
GF Capital Global Limited	3,276,050	0.45
Deutsche Bank AG Trustee To Lynear Wealth Dynamic Opportunities Fund	2,783,733	0.39
Employees Trust Fund Board	2,677,561	0.37
Sam Innovators (Private) Limited	2,500,000	0.35
Rubber Investment Trust Ltd A/C No 01	2,203,548	0.31
Northern Trust Company S/A Hosking Global Fund Plc	2,183,089	0.30

As at 31 March 2025 the public shareholding was 39.99% (288,530,876 shares).

Directors

15. The Board of Directors of the Company consists of seven Directors as at end of the financial year with wide financial and commercial knowledge and experience. The following were the Directors of the Company as at 31 March 2025:

Mr Ajit Damon Gunewardene
Chairman and Independent Non-Executive Director

Mr Mohamed A shroff Omar
Non-Executive Director

Mr Hasitha Premaratne
Non-Executive Director

Mr Shrihan Blaise Perera
Independent Non-Executive Director

Mr William Charles McRaith
Independent Non-Executive Director

Mr Kit Vai Tou
Non-Executive Director

Mr Masaru Okutomi
Non-Executive Director

Director’s interest in transactions

16. The Directors of the Company have made general disclosures provided for in section 192 (2) of the Companies Act No. 07 of 2007. The Directors’ interests in contracts and proposed contracts with the Company, both direct and indirect, are set out in Note 35 to the Financial Statements.

Director’s remuneration and other benefits

17. The remuneration and other benefits of the Directors are given in Note 8 to the Financial Statements on Notes to The Financial Statements.

Director’s interest in shares

18. As at 31 March 2025, Mr Ajit Damon Gunewardene held 713,723 shares and Mr Hasitha Premaratne held 40,000 shares of the Company.

Directors’ responsibility for financial reporting

19. The Directors are responsible for the preparation of Financial Statements of the Company and Group to reflect a true and fair view of the state of its affairs. The Directors are of the view that these Financial Statements have been prepared in conformity with the requirements of the Sri Lanka Accounting Standards, the Companies Act No. 07 of 2007, the Sri Lanka Accounting and Auditing Standards Act No. 15 of 1995, the Inland Revenue Act No. 24 of 2017 and amendments thereto and the Listing Rules of the Colombo Stock Exchange.
    The Statement of Directors’ Responsibility for Financial Reporting is given on Statement of Directors Responsibility for Financial Reporting.

Interest register

20. The Interest register is maintained by the Company as per the Companies Act No. 07 of 2007. All Directors have made declarations as provided for in Section 192 (2) of the Companies Act No. 07 of 2007. The related entries were made in the interest register during the year under review.

Risk management

21. The Board has instituted an effective and comprehensive system of internal controls covering financial, operations, compliance control and Risk Management required to carry on the business activities of the Company and its subsidiaries in an orderly manner, safeguard its assets and secure as far as possible the accuracy and reliability of the records. The key financial risks management disclosures are given in Note 3 to the Financial Statements on Notes to The Financial Statements.
22. (a) The following confirmations have been carried out by the Board of Directors.
1. The Board has declared all material interests in contracts involving in the Entity and they have refrained from voting on matters in which they were materially interested;
2. Conducted a review of the internal controls covering financial, operational and compliance controls and risk management and have obtained reasonable assurance of their effectiveness and successful adherence therewith, and, if unable to make any of these declarations an explanation on why it is unable to do so;
3. Arrangements have been made to be aware of applicable laws, rules and regulations and are aware of changes particularly to Listing Rules and applicable capital market provisions;
4. Disclosure of relevant areas of any material non-compliance with law or regulation and any fines, which are material, imposed by any government or regulatory authority in any jurisdiction where the Entity has operations.

Corporate governance

23. The Directors place great emphasis on instituting and maintaining effective corporate governance practices and principles in respect of management and operations of the Group. Accordingly, systems and structures have been introduced and improved from time to time to enhance risk management measures and to improve accountability and transparency.

Statutory payments

24. All statutory payments due to the Governments of Sri Lanka, India and Mauritius and on behalf of employees have been made or accrued for as at date of the Statement of Financial Position.

Employee share option scheme

25. Consequent to the shareholders granting approval on 26 November 2015, the Company established an Employee Share Option Scheme (ESOS) for Executive Directors and/or Executives in management positions in the Company as may be decided by the Board or a Board committee appointed by the Board. This scheme was established on the recommendation of the Board having taken into consideration the benefits that will accrue to the Company by employees involved in the management of the Company participating in the equity of the Company and thereby in the profits of the Company. The maximum number of shares that were authorised to be issued to eligible employees under the ESOS was 27,090,851 shares representing 4.1% of the issued shares of the Company as at 1 April 2015.
    During the year ended 31 March 2025, 4,717,763 shares were exercised and issued to eligible employees under Grant 7 of the ESOS. Accordingly, as at 31 March 2025, a total of 25,507,905 shares have been issued to eligible employees under the ESOS out of the maximum number of 27,090,851 shares authorised to be granted as share options under the ESOS. The ESOS is valid till 25 November 2025.
    The Board hereby declares and confirms that the Company has not directly or indirectly provided funds for any employee under the ESOS.

Environmental protection

26. After making adequate enquiries from management, the Directors are satisfied that the Company and its subsidiaries operate in a manner that minimises the detrimental effects on the environment and provides products and services that have a beneficial effect on the customers and the communities within which the Company and its subsidiaries operates.

Donations

27. The Company has made donations in cash amounting to USD 48,010 (LKR 14,046,777) during the year ended 31 March 2025 for charitable purposes (2024 – LKR 18,078,104).

Going concern

28. The Financial Statements are prepared on going concern principles. After making adequate enquiries from management, the Directors are satisfied that the Group has adequate resources to continue its operations in the foreseeable future.

Events after the end of reporting period

29. No events have occurred since the Statement of Financial Position date which would require adjustments to, or disclosure in, these Financial Statements.

Independent Auditors

30. The Audit Committee of the Company has recommended the re-appointment of Messrs. Deloitte Partners, Chartered Accountants, as the auditors of the Company and a resolution relating to their re-appointment and authorising the Directors to fix their remuneration and to audit the Financial Statements for the accounting year ending 31 March 2026 will be proposed at the Annual General Meeting.
    The remuneration payable by the Company to the independent auditors for statutory audit and non-audit services are given in Note 8 to the Financial Statements.
    ;The Directors are satisfied that, based on written representations made by the independent auditors to the Board, the auditors did not have any relationship or any interest with the Company and subsidiaries that would impair their independence.

 

By Order of the Board

05 June 2025