CT Land Development : ANNUAL REPORT 2023-2024

Annual Report 2023 - 2024

CT LAND DEVELOPMENT PLC

Contents

Overview
Financial Highlight	3
Chairman's Message	4
Profile of Directors	6
Corporate Governance	8
Report of Senior Independent Director	12
Related Party Transactions Review Committee Report	13
The Remuneration Committee Report	14
Financial Statements
Annual Report of the Board of Directors on the Affairs of the Company	16
Statement of Directors' Responsibility	18
Audit Committee Report	19
Independent Auditor's Report	20
Statement of Profit or Loss & Other Comprehensive Income	24
Statement of Financial Position	25
Statement of Changes in Equity	26
Statement of Cash Flows	27
Notes to the Financial Statements	28
Supplementary Information
Statement of Value Added	61
Shareholder and Investor Information	62
Notice of Annual General Meeting	65
Form of Proxy	67
Corporate Information	IBC

AN ICONIC LANDMARK

CT Land Development PLC is the owning company of Majestic City, Sri Lanka's premier shopping mall-cum- entertainmentcomplex, the vision of the founding Chairman, the late Mr. Albert A. Page.

We are a part of CT Holdings Group of Companies and take pride in continuing the founding Chairman of

Mr. Albert A.Page's pioneering vision of growth and success in every activity we undertake...

Majestic City, fondly known as MC by many, is situated in the heart of Colombo and has been the pulse of all Lankans for over four decades. True to its name it is a city which is majestic in structure as well as in the array of services offered.

Covering all aspects of entertainment from Cinemas to GameOn, Shopping to Food Arena, it's a retreat for the young and the old. With the convenience of multiple access and over 160 parking slots, it also houses several ATMS as well as a leading Supermarket, making it the perfect one-stop-shop for locals as well as tourists. Being the trailblazer in bringing a premier lifestyle experience that elevated our city to international standards, Majestic City is still the most sought out shopping destination by one and all.

Annual Report 2023 - 2024	CT Land Development PLC	3

Financial Highlight

Year ended 31st March	2024	2023	2022	2021	2020
		Rs. '000	% Change	Rs. '000	Rs. '000	Rs. '000	Rs. '000
OPERATING RESULTS
Revenue	467,672	33.8%	349,472	146,783	347,468	559,710
Results from Operating Activities	1,065,727	334.3%	245,375	72,852	152,001	315,336
Finance Cost	(25,667)	-18.6%	(31,538)	(16,835)	(16,100)	(6,975)
Share of Profit-Equity Accounted Investee	-	-	-	(41,848)	(72,681)	(48,853)
Profit	before Taxation	1,040,064	371.7%	220,499	14,169	63,220	259,508
Profit	after Taxation	728,306	-1511.9%	(51,582)	(16,964)	127,738	187,330
Total Comprehensive Income for the year	716,357	1631.4%	(46,777)	(10,316)	123,343	179,184
ASSETS
Non Current Assets	6,018,470	20.9%	4,976,091	4,819,600	4,755,874	4,743,615
Current Assets	151,831	5.0%	144,596	159,012	206,396	207,782
EQUITY & LIABILITIES
Stated Capital	1,982,500	0.0%	1,982,500	1,982,500	1,982,500	1,982,500
Reserves	2,668,180	36.7%	1,951,823	2,011,277	2,021,593	1,959,187
Deferred Liabilities	1,129,497	42.6%	792,346	514,785	486,624	560,058
Other Long Term Liabilities	265,641	-10.9%	298,224	356,587	208,910	233,062
Current Liabilities	124,482	29.9%	95,795	113,461	262,642	216,590
KEY INDICATORS
Earnings per Share (Rs.)	8.96	-1500.6%	(0.64)	(0.21)	1.57	2.31
Net Assets per Share (Rs.)	57.24	18.2%	48.42	49.15	49.28	48.51
Market Price per Share (Rs.)	25.80	-4.4%	27.10	25.80	27.00	20.40
OTHERS
Market Capitalization (Rs. '000)	2,096,250	-4.4%	2,201,875	2,096,250	2,193,750	1,657,500
Price Earnings Ratio (times)	2.88	-106.8%	(47.07)	(203.22)	17.17	8.85
Dividends per Share (Rs.)	-	-	-	-	0.75	2.25
Interest Cover (times)	41.52	-5.21	7.78	4.33	9.44	45.21
Current Ratio (times)	1.22	-19.2%	1.51	1.40	0.79	0.96
Dividend Yield (%)	-	-	-	-	2.78	11.03
Equity to Total Assets (%)	75.37	-1.9%	76.83	80.22	80.69	79.61
Number of Shares in Issue ('000)	81,250	0.0%	81,250	81,250	81,250	81,250

4	CT Land Development PLC	Annual Report 2023 - 2024

Chairman's Message

Dear Shareholders,

I am pleased to present the Annual Report of the Company for the year ended 31st March 2024.

Property takes cognizance of the increasing rental income as well. The value of the property subsequent to the revaluation is Rs 5.80 Bn which is made up of the land value of Rs 4.2 Bn and building value of Rs 1.6 Bn. The fair value gain does not constitute a cash profit.

Performance Highlights

Despite the challenges presented by the global economic environment, our company has demonstrated remarkable resilience and adaptability. Our shopping mall has continued to attract a diverse range of tenants and shoppers, leading to sustained footfall and robust financial performance. We have maintained a strong occupancy rate, reflecting the continued demand for premium retail spaces in our properties.

In the previous two years, we reported about the impact on the company due to the macro-economic challenges faced by the company and the decisions made to face such challenges. One component was the support extended to some tenants via rental reductions to sustain their businesses through the period of economic turmoil. The levels of such discounts were reduced in a step- by-step manner and have now been almost completely lifted. Further, rentals of other tenants were revised upwards during the year as well. These revisions resulted in an increase in rental income for the year by 51.8% compared to the previous year. Rental incomes will see further increase in the ensuing year when the full year's impact of the rental increases are reflected in the financial statements. Total occupancy of the premises stands at 72%, which is approximately the same as the previous year.

The increased income, however, was offset by increases in expenses, primarily in Electricity tariffs. Cost increases in services such as security and janitorial services also increased expenses. Staff costs also had to be revised in keeping with market conditions.

The Company booked a gain on the revaluation of Investment Property of Rs 1,023.4 Mn (2023 - Rs 162.8 Mn). The increased gain on the re-valuation of the Investment

Refurbishment of property

This improving trend in the topline revenue and in line with our commitment to providing a high-quality shopping experience, the Board of Directors and the management are presently evaluating proposals for a major refurbishment of our flagship Mall, which is expected to commence shortly. This initiative represents a significant investment in our future and underscores our dedication to maintaining the highest standards of excellence in our properties.

The refurbishment will encompass several key elements such as:

• Modernization of Facilities: Upgrading common areas, enhancing accessibility, and improving overall aesthetics to create a more inviting and comfortable environment for our visitors.
• Sustainability: Implementing eco-friendly technologies and practices to reduce our environmental footprint and promote sustainability throughout our operations.
• Technological Integration: Enhancing our digital infrastructure to provide connectivity, innovative services, and a personalized shopping experience for our customers.
• Tenant Mix Optimization: Curating a diverse and dynamic tenant mix that meets the evolving preferences of our shoppers and enhances the overall vibrancy of our mall.

The entire project is expected to cost about Rs 2.0 Bn and will be funded through internal funds and borrowings. The Mall will function throughout the period of the work and may cause some limited disruptions. However, every effort will be made to minimize inconvenience to patrons of the mall.

Annual Report 2023 - 2024	CT Land Development PLC	5

Looking Ahead

As we embark on this exciting new chapter, I am confident that the refurbishment project will not only enhance the value of our assets but also position us for sustained success in the years to come. Our strategic vision remains focused on delivering long-term value to our shareholders, tenants, and customers through innovation, excellence, and community engagement.

I would like to express my gratitude to our board of directors, management team, employees, and partners for their unwavering dedication and hard work. I also wish to thank our shareholders for their continued trust and support. Together, we will navigate the challenges and opportunities ahead, ensuring a bright and prosperous future for our company.

Signed.

Louis Page

Chairman

10th July 2024

6	CT Land Development PLC	Annual Report 2023 - 2024

Profile of Directors

Mr. L. R. Page

Chairman, Non-Executive Director

Louis R. Page is a Fellow Member of the Institute of Chartered Accountants of Sri Lanka and a Fellow Member

of the Chartered Institute of Management Accountants (UK). He is also the Chairman of Cargills (Ceylon) PLC. He has held a number of Board and Senior Management positions at the highest level in overseas public companies and public institutions.

Mr. Joseph Page

Deputy Chairman/Managing Director, Executive Director

Mr. Joseph C. Page is a Director of CT Holdings PLC and Cargills (Ceylon) PLC. He is also a Director of Ceylon Theatres (Pvt.) Ltd. and C T Properties Limited. He has over 35 years of management experience in the private sector.

Mr. R. Selvaskandan

Independent Non-Executive Director

With more than four decades of experience in legal practice and management, Mr. Selvaskandan is a highly accomplished Attorney-at-Law (SL) and admitted as a Solicitor of England & Wales, Canberra and Hong Kong. He is an expert in corporate and commercial transactions, mergers and acquisitions, banking and financing matters, investment structuring and project development.

Mr. Selvaskandan is a Senior Partner at Varners, a leading law firm in Sri Lanka, where he has served since 2004. He was admitted to the Supreme Court of Sri Lanka as an

Attorney-at-Law in 1982 and has since built an impressive career in private practice and public service.

He was a State Counsel at the Attorney General's Department in Sri Lanka before serving as a Partner in a renowned law firm in Hong Kong for more than two decades.

Mr. Selvaskandan is also Director of Laugfs Gas PLC and serves on the board of several other prominent companies, including Abans PLC and Abans Electricals PLC.

Mr. A. T. P. Edirisinghe

Independent Non-Executive Director

Mr. A. T. Priya Edirisinghe is a Fellow Member of the Institute of Chartered Accountants of Sri Lanka, Fellow Member of the Chartered Institute of Management Accountants (UK), and holds a Diploma in Commercial Arbitration. He was the Senior Partner of Bakertilly Edirisinghe & Co., Chartered Accountants and currently serves as Consultant/Advisor. He

is the Managing Director of PE Management Consultants (Pvt) Ltd. He counts over 50 years' experience in both public practice and in the private sector. He serves on the boards of a number of other listed and non-listed companies where in some companies he also serves as Chairman/Member of the Audit Committee, Related Party Transactions Review Committee, and Member of the Remuneration Committee.

Mr. Edirisinghe is a member of the Company's Audit Committee, Related Party Transactions Review Committee and Remuneration Committee.

Dr. T. Senthilverl

Non Executive Director

Dr. T. Senthilverl has over five decades of active engagement in manufacturing, trading, land development, irrigation, power and energy, construction, management, industrial turnkey projects, air and sea cargo logistics and share trading. He is a director of several public and private companies.

Mr. Sanjay Niles

Executive Director

Mr. Sanjay Chandrahasan Niles is an Associate Member of the Institute of Chartered Accountants of Sri Lanka and the Chartered Institute of Management Accountants, UK. He is also a Director of CT Holdings PLC, Executive Director of Ceylon Theatres (Pvt) Ltd., and a Director of other Companies within the CT Holdings Group.

Mr. Ranjit Page

Non-Executive Director

Mr. Ranjit Page has been a pivotal figure in the transformation of Cargills (Ceylon) PLC, playing a crucial role in evolving the company from a small-scale operation to a leading Sri Lankan corporate that meets the diverse needs of communities across Sri Lanka. His visionary leadership and strategic acumen were key in establishing the Cargills business model, which facilitated the company's expansion into various sectors including food retailing, food manufacturing, restaurants, and banking. Under his guidance, Cargills has become a household name

Annual Report 2023 - 2024	CT Land Development PLC	7

in Sri Lanka, known as a socially responsible and community-focused organization. He also serves as the Deputy Chairman and Managing Director of CT Holdings PLC and serves on the board of several Group subsidiaries. He was also the former Chairman of Cargills Bank.

Mr. P. P. Edirisinghe

Independent Non-Executive Director

Mr. Priyan Edirisinghe was appointed to the Board in October 2021 and currently serves as an Independent Director of the Company and Chairman of the Audit and Related Party Transactions Review committees.

Mr. Edirisinghe is a Chartered Accountant with over 20 years of experience in the private sector and in the professional practice. He is presently Managing Partner of Baker Tilly Edirisinghe & Co., Chartered Accountants, one of the top ten audit, tax, and consulting firms in Sri Lanka. He is a Fellow Member of The Institute of Chartered Accountants of Sri Lanka (FCA), and an Associate Member of the Chartered Institute of Marketing UK (ACIM). He also holds an MBA from the University of Southern Queensland, Australia.

Mr. Edirisinghe currently serves as a Non-Executive Director of Dialog Finance PLC, and Chairman of the Audit and Related Party Transactions Review Committees.

Mr. H. A. S. Madanayake

Independent Non-Executive Director

Mr. Suren Madanayake is a Mechanical Engineer from the University of Texas at Austin, USA. He was appointed to the Board of ACL Cables PLC in June 1991 and appointed as Managing Director in September 2005. He serves directorship in various companies, including Kelani Cables PLC. He also serves as Trustee of CCC Foundation of Sri Lanka, which is an approved charity.

Mr. A. J. D. Selvanayagam

Senior Independent Director

Mr. Anthony Joel Dilharan Selvanayagam received his education at St. Josephs' College, Colombo

10. He is currently the Chairman of Hovael Construction (Private) Limited and Hovael Holdings (Private) Limited.

8	CT Land Development PLC	Annual Report 2023 - 2024

Corporate Governance

Section 9 of the Listing Rules of the Colombo Stock Exchange - "Corporate Governance" sets out the Corporate Governance requirements of listed companies. The Directors hereby confirm that the Company complies with the said section of the Listing Rules as at 31st March 2024.

Company's adherence to the Corporate Governance Rules as required by Section 9 of the Listing Rules of the CSE:

	Status of
CSE Rule	Compliance	Details/Reference

9.1 Applicability of Corporate Governance Rules

9.1.3	A statement confirming compliance	with Corporate Governance	Compliant
Rules

9.2 Policies

9.2.1/ 9.2.2/ Requirement pertaining to establishment and disclosure of	Effective from
9.2.3/ 9.2.4 policies set out in the listing rules.	01/10/2024

9.3 Board Committees

	Ensuring that the following Board committees are established and
	are functioning effectively.
9.3.1	(a) Nominations and Governance Committee	Effective from
(b) Remuneration Committee	01/10/2024
	(c) Audit Committee
	(d) Related Party Transactions Review Committee
	Comply with the composition, responsibilities and disclosures
9.3.2	required in respect of the above Board committees as set out in	Compliant
	CSE Rules.
	The Chairperson of the Board of Directors shall not be the	Effective from
9.3.3	Chairperson of the Board Committees referred to in Rule 9.3.1
01/10/2024
	above.

9.4 Adherence to principles of democracy in the adoption of meeting procedures and the conduct of all General Meetings with shareholders

9.4.1

Maintain records of all resolutions and specified information pertaining to the resolutions considered at any General Meetings.

Compliant

9.4.2

Communication and relations with shareholders and investors

a)/b)/ c)/d)

9.5 Policy on matters relating to the Board of Directors

Compliant

9.5.1

Establish and maintain a formal policy governing matters relating to the Board of Directors

Effective from 01/10/2024

9.5.2

Confirm compliance with the requirements of the policy referred to in Rule 9.5.1 in the Annual Report

Effective from 01/10/2024

9.6 Chairperson and CEO

9.6.1

The Chairperson shall be a Non-Executive Director and the positions of the Chairperson and CEO shall not be held by the same individual, unless otherwise a SID is appointed by such Entity.

	Position of the
	Chairperson and CEO
Compliant	is not held by the
	same person and the
	Chairman is a NED