Ar 2022-2023
Ar 2022-2023
Ar 2022-2023
Seasons of Resilience
Resilience in the face of seasonal challenges is embedded in the heart of our
business. Our ability to adapt to change has enabled Expolanka to weather the
uncertainties of a difficult year. Bound by an unwavering commitment to growth,
we continue to extend and expand: reaching new shores, building stronger
relationships, and enhancing our capabilities.
The success of our decades-long enterprise stands firm on a bedrock of integrity,
stability, and maturity. Just as the cherry blossom blooms in the spring, heralding an
exciting period of renewal and regeneration, Expolanka’s ethos of excellence signals
a continuing cycle of growth in the seasons ahead.
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Content
4 19 50
WHO WE ARE OUR GROUP OUR BUSINESSES
Group Snapshot 5 Our Journey 21 Logistics 51
Our Flagship Business 6 Business Model 22 Leisure 70
2
Year Under Review 7 Group Strategic Pillars 24 Investment 76
Sound Capital Structure and Financial
12 Performance 25
Content
82 97 177
COMPLIANCE REPORT FINANCIAL REPORT SUPPLEMENTARY INFORMATION
Annual Report of the Board of Directors on Independent Auditors’ Report 98 Corporate Governance 178
the Affairs of the Company 83
Statement of Financial Position 102 Risk Management 202
The Statement of Directors’
3
Statement of Profit or Loss 103 About The Report 212
Responsibility 88
Statement of Comprehensive Income 104 Stakeholder Engagement and Materiality 214
Related Party Transactions Review
Committee Report 89 Statement of Changes in Equity 105 Group Real Estate Portfolio 223
Remuneration Committee Report 91 Statement of Cash Flows 107 Ten Year Summary 224
Audit Committee Report 92 Notes to the Financial Statements 109 Share Information 226
Independent Assurance Report 95 Financial Calendar 229
GRI Index 230
Corporate Information 233
Notice of Meeting 234
Form of Proxy Enclosed
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WHO WE ARE
4
Group Snapshot 5
Our Flagship Business 6
Year Under Review 7
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GRI: 2-6
Group Snapshot
PURPOSE VALUES
Building great businesses with To always follow ethical business principles Caring for stakeholders’ Commitment to Innovation and
a dare to do spirit in transacting and managing business interests excellence entrepreneurship
Spearheaded by EFL Global, a world-leading service-driven logistics player Operations centred on two key
ensuring safe, transparent, and on-time delivery of millions of products to our Led by Classic Travel, Sri Lanka’s growth verticals: international trading
customers, every single day. largest travel company. and Information Technology services.
5
Classictravel
A w o r l d o f d i f f e r e n c e
EXPOLANKA LIMITED
Contributed 98.4% of Group revenue in Serving major manufacturing hubs of Asia, Markets Markets
FY 2023 Africa, and Latin America Sri Lanka Middle East
Operational in 39 countries across Partnered with the largest air and sea India United States
4 continents freight carriers Bangladesh Europe
Ranked amongst the leading global air and Growing domestic logistics capabilities in United Arab Emirates
ocean freight forwarders North America and Sri Lanka Services
Asset-light and customer-focused Acquisitions strengthening expansion in Services Trading: Trading of fresh produce, dried foods, and
Working with leading global retail brands largest consumer markets: USA, Europe,
Corporate travel value added exports.
in North America and Asia
Outbound leisure IT: end-to-end IT solutions that support
Services Industry verticals Inbound destination management digital transformation.
Air Freight Cross Dock and Apparels Pharmaceuticals Visa solutions
Ocean Freight Transloading Technology Perishables Ground services
Consolidation Drayage Home furnishing
services – CFS Brokerage Auto spares
Warehousing 3PL
Rs. 546 Bn. Revenue GP Margin grew to 19.3% Capabilities for the future 16.6% growth in workforce 42.4% reduction in Gross GHG 19% increase in renewable
Emissions (Scope 1 to 3) energy generation
Rs. 105 Bn. Gross Profit Strong returns with EPS of Continued deployment of 02 acquisitions completed,
Rs. 15.88 technology capabilities valued at USD 106.6 Mn.
564% growth in training investment
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Europe
92% Belgium East Asia
Denmark China
of revenue from North America France Hong Kong
international markets Canada Netherlands Middle East Japan
USA UK UAE Taiwan
3 4
EFL Global – Vietnam: Emirates Top Five EFL Global – India Unlocks New Acquisition of Trans American
Agent of 2022 – 10 March 2023 Transshipment Route – 7 March 2023 Customhouse Brokers, Inc. – 27 February 2023
We are pleased to announce
that Emirates recognised our
EFL Global – Vietnam team as
a Top Five Agent of 2022!
EFL Global completed acquisition of Trans American
We are thrilled to be presented
Customhouse Brokers, Inc. With this acquisition,
with this honor and look
EFL Global will expand its capabilities to offer more
forward to strengthening our
Customs Brokerage, clearance, and consulting
partnership in 2023 across
solutions, allowing customers a wider range of products
8 the globe
Our EFL Global – India team pioneered a new route with and services for global trade.
a Land/Air Transshipment between Dhaka and Delhi,
This acquisition marks the latest in a series of strategic
innovating exports for the retail and commerce sector in
moves for EFL Global, growing at the forefront of
the region.
innovation in the supply chain and logistics sector for
With the support of ministry officials, customs teams, over 40 years. It continues to invest in its core business
Land Port Authority of India, and GMR, EFL Global capabilities and global operations, and the acquisition
successfully moved the cargo by land from Dhaka of Trans American Customhouse Brokers, Inc. is further
to Delhi Airport, clearing customs at the Petrapole- evidence of this commitment to excellence.
Benapole border before handing the cargo over to
airport staff for its destination in Spain.
5 6
EFL Global Acquires Locher EFL Global Makes Transport EFL Global – Indonesia team:
Evers International – 30 March 2023 Topics Top 50 Airfreight and Ocean Best Performance Award from
Freight Forwarder Lists for the Korean Air Cargo – 14 February 2023
2022 year – 7 April 2022
3PL
7
EFL Global – Sri Lanka: 2022 National EFL Global – Sri Lanka Wins in Transport SLIM Awards – EFL 3PL Won Gold in B2B
Logistics Awards – 13 April 2022 and Logistics category at the National Brand of the Year Category at SLIM 2022
Business Excellence Awards! – 8 April 2022
10
We took home the Gold Award in the Freight The ceremony is organised by The National Chamber EFL 3PL has won Gold in B2B Brand of the Year
Forwarders Large Category in recognition of our of Commerce of Sri Lanka (NCCSL), recognising Category for the second consecutive year at the SLIM
performance over the 2019/2020 fiscal year. Our teams those organisations who excel in categories such as Brand Excellence awards. The award recognises the
work diligently to provide the best freight forwarding Corporate Governance, Capacity Building, Performance best among the Business-to-Business brands marketed
and logistics services in the business. Management, Global and Local Market Reach, locally, and performed exceptionally well, showing
Corporate Social Responsibility and Environmental resilience despite multiple challenges faced as a nation.
Thank you to the SLFFA for this incredible honor!
Sustainability, and Business and Financial Results. The award is a testament to our exceptional brand
and financial performance over the years as a result of
Congratulations to the EFL Global – Sri Lanka team on
our overall well-executed strategy that differentiates
this incredible achievement. We couldn’t have done it
ourselves from the rest of the competitors while
without your hard work and dedication!
keeping our customers delighted.
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GRI: 2-11
Chairman’s Message
12
Dear Shareholders,
Expolanka Holdings PLC has witnessed tremendous growth over the last several years,
and it is with great pride that I address you as part of this dynamic group. What began
as a family-owned enterprise has evolved into a global logistics powerhouse, propelled
by our unwavering commitment to excellence and the tireless efforts of our dedicated
team. Today, with a footprint in 39 countries across 4 continents, and more than
92% of our revenue derived through international markets, Expolanka’s phenomenal
expansion has seen us reach the largest manufacturing and consumer markets in the
world. Continuing this story of long-term growth, I present to you the annual report and
financial statements of Expolanka Holdings PLC for the year ended 31 March 2023.
Chairman’s Message
Our pursuit of a consistent strategy and focus on sound Despite challenges, the business saw success from its core successfully settled debt owed to our parent company,
fundamentals have allowed the Group to deliver a stable fundamentals, which reflects the continuity and consistency SG Holdings, and significantly reduced our short-term
performance during the year under review. of EFL’s long term strategy. Our strategic investments and borrowings. By retaining our working capital centric
expansionary efforts over the last few years bore fruit during operating model, we have been able to adjust and adapt to
Expolanka Holdings PLC has shown remarkable resilience
the year under review. Expanded service capabilities in changes in the macro-environment. This approach continues
during an exceptionally challenging period. During the
both origin and destination markets, coupled with our foray to ensure our operations are optimised to support the
fiscal year ended 31 March 2023, we achieved a revenue
into the contract and domestic logistics business, have Group’s growth trajectory.
of Rs. 546 Bn. and a profit after tax of Rs. 31 Bn. The
contributed positively to performance.
strength of our financial results can be attributed to Our strong cash flow generation enabled the Group to
the effective implementation of the Group’s long-term In alignment with our long-term growth strategy, EFL Global declare dividends of approximately Rs. 16 Bn. for the year
strategic plan. Additionally, our ability to remain agile and successfully completed two significant acquisitions, which under review. With the strength of improved working capital
adaptable; expanding our customer base, enhancing our will not only expand the service portfolio and customer base, cycles and an excellent cash balance, we have been able
services, and building stronger partnerships across the but also consolidate operations in North America whilst to self-finance the majority of the investments and strategic
Globe has contributed to this success. Furthermore, it is laying the foundation for future growth. These acquisitions acquisitions completed during the year. The strength of 13
important to emphasise that our approach to business goes mark the largest undertaken by our Group and clearly our balance sheet, coupled with the support of our parent
beyond these numbers, the Company’s holistic outlook demonstrate our determination to continue growing even company, place Expolanka in a strong position to fuel future
encompasses the strength of our brand, the reliability of our in challenging times. While the Company has traditionally growth requirements.
governance framework and policies, and our long-standing experienced organic growth, today we are actively seeking
commitment to sustainability. Each of these aspects inorganic opportunities that align strategically and financially ROBUST CORPORATE
have played a significant role in creating true value for with our long-term vision. GOVERNANCE AND RISK MANAGEMENT
our stakeholders. As we have grown and expanded, our focus on sound
Also noteworthy is the performance of the Group’s leisure
sector, where we significantly reorganised our portfolio corporate governance, compliance, and risk management
A YEAR OF REMARKABLE PROGRESS have also evolved. We recognise the importance of
during the last few years and made changes to a leaner
Reinforcing our position as a leading global logistics player, operating model. Our efforts proved timely, as a resurgent continuously improving our governance framework and risk
our resilient performance can be attributed to the strength leisure and tourism industry enabled the sector to achieve a management capabilities. Alongside our growing geographic
of our logistics sector, with the key driver being EFL Global. record-breaking annual revenue of Rs. 3 Bn. Meanwhile, our footprint, we comply with a series of local regulatory
Successfully navigating a volatile and uncertain environment, investment sector revenue amounted to Rs. 6.5 Bn. for the requirements, governance standards, and business best
our logistics sector achieved an overall revenue of financial year concluded. practices of the countries in which we operate. Our robust
Rs. 537 Bn. and a profit after tax of Rs. 29.4 Bn. for the year corporate governance and compliance framework also
under review. EFL Global, having established itself as a top A STRONG FINANCIAL meets the requirements of our primary shareholder listed
global logistics company, remains committed to building POSITION FOR FUTURE GROWTH in Japan.
capabilities, infrastructure, systems, and processes that
The Group’s focus on consolidation during the year saw Expolanka has successfully implemented effective internal
create sustainable value for our stakeholders.
significant efforts being directed toward improving cash controls and resilient systems that safeguard our ability
flows and strengthening our financial position. We have to create sustainable value for our shareholders in the
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Chairman’s Message
long-term. The Board plays a key role in driving forward the LOOKING FORWARD by our leadership team. I would like to express my heartfelt
Group’s corporate governance agenda, and is committed We will continue to focus on our long-term journey; gratitude to the esteemed Board of Directors of Expolanka
to strengthening an ethics-based culture of continuous developing synergies and seizing opportunities to Group: despite the challenging market conditions we
improvement within our operations. During a challenging complement our core business and position us for future have faced, their exceptional resilience, commitment to
year with a rapidly changing macroenvironment, the Board growth that aligns with recovery of the global economy. excellence, and dedication to our organisation’s vision and
of Directors, Board committees, and corporate management Recognising that business environments are constantly goals have been truly remarkable. I also extend my sincere
coordinated closely to navigate developments in the evolving, we remain committed to effectively align with gratitude to our shareholders for their unwavering trust
global business landscape, while continuously striving for market conditions, managing costs efficiently and expanding and support. Looking ahead, we remain excited about the
improvement in all areas of governance. our core logistics business. While our US operation will potential our business holds.
continue to be our largest contributor, we will also explore I would like to acknowledge the hard work and spirit
CREATING SUSTAINABLE strategic growth opportunities in other markets and trade demonstrated by the entire workforce across our network.
VALUE FOR OUR STAKEHOLDERS lanes. By expanding our industry exposure, developing Their dedication and loyalty have been defining factors in
Alongside our focus on consolidating business operations our customer portfolio, improving internal efficiency,
14 and positioning for future growth, we placed equal emphasis
enabling the Group to grow from strength to strength and
and leveraging technology and sustainability to augment deliver impressive results.
on enhancing our Environmental, Social and Governance our operations, we aim to ensure consistent growth
(ESG) practices in accordance with our Group sustainability Lastly, I would like to thank our esteemed customers:
across the Group.
strategy. Social responsibility is enshrined in our ethos, Your trust and loyalty have been instrumental in our
As we venture into a new phase, we have embraced achievements. We are committed to providing you with an
abundant in our corporate culture, and practiced by our
technology and innovation as fundamental aspects of exceptional experience that exceeds your expectations.
teams across the Globe.
our business across all sectors. We continue to leverage
During the year under review we took concerted efforts to On behalf of the Board, I would like to express my sincere
essential tools to improve visibility, enhance processes,
minimise the environmental impact of operations as part appreciation for your continued support and belief in
drive efficiencies, and elevate our service offerings to
of our broader goal of achieving net-zero emissions by Expolanka’s vision. Together, we will continue to embrace
customers. We are confident in our ability to grow as a
2050: working with our partners to explore new avenues growth, navigate challenges, and deliver excellence.
digitally-integrated global logistics company; positioning
to decarbonise the logistics supply chain; supporting our ourselves at the forefront of the industry.
suppliers to meet social and environmental best practices;
launching pioneering new facilities that are powered by ACKNOWLEDGEMENTS
renewable sources; adding renewable energy generation As we reflect on a challenging year, I am keen to
capacity and transitioning existing facilities to cleaner energy acknowledge initiatives undertaken to drive growth, while Sincerely,
sources; and leading social change through EFL’s Global retaining focus on the bigger picture and continuing to
Goodness initiative. Our stations across the Globe took the deliver high returns to our shareholders. Our journey over BOKUTO YAMAUCHI
lead in launching new community development projects, the years and the performance delivered by Expolanka this Non Executive Chairman,
supporting the work of pioneering environmental groups, past year, is a testament to the power of a concentrated Expolanka Holdings PLC
and continuing our commitment to the Global Goals through and consistent strategy executed effectively and efficiently 30 June 2023
action and volunteerism.
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I am proud to present the Annual Report of Expolanka Holdings PLC for the financial
year 2022/23. The past year has presented us with a set of formidable challenges,
characterised by market volatility and uncertainty. However, we have remained
steadfast in our commitment to our strategy and unwavering in our pursuit of creating
value for our shareholders. Despite adversities, we have demonstrated resilience and
delivered a commendable performance overall.
A CHALLENGING BUSINESS ENVIRONMENT Looking ahead to 2023/24, The World Trade Organization The group’s core freight forwarding business encountered
In the current economic landscape, we find ourselves amidst expects trade growth to rebound to 3.2%. However, it a year-on-year decline in both air and ocean freight volumes,
market uncertainties in global trade and logistics. The last is important to note that potential downside risks, such brought on by a downturn across the sector. Our air freight
quarter of 2022 reflected negative growth, while indicators as geopolitical tensions across key global economies, operations handled a total of 105 million kilos of cargo, while
for the first quarter of 2023 suggested stagnation in global uncertainties surrounding the Russia-Ukraine war, food our ocean freight operations managed the transportation of
trade Inflation related concerns have raised fears and supply shocks, and the unforeseen impacts from prolonged over 200,000 TEUs during the year.
resulted in a drop in demand. This has had a notable impact monetary tightening bring with them a degree of uncertainty.
Despite numerous challenges, the logistics sector remained
on the purchasing behaviour of consumers, as indicated by Despite the current challenging macroeconomic factors, focused on its core business fundamentals. EFL Global
various consumer confidence indexes; signalling slowdown our commitment to core business fundamentals remains successfully onboarded a number of new customers
on a global scale. unwavering. As we move forward, we remain cognisant of and achieved an increase in wallet share with existing
Increase in freight rates, which had occurred during the the evolving market dynamics and will continue to adapt and customers, demonstrating the continuity and consistency of
pandemic, was driven by capacity constraints in both air adjust our strategies accordingly. We will remain focused on its long-term strategy. Though demand-supply imbalances
16 and ocean transportation. However, as capacity gradually creating value for our shareholders and other stakeholders. continue to impact the industry, our strategic investments
returned and the situation normalised, we witnessed a We are confident that our steadfast approach will enable and network expansion enabled the sector to expand
reduction in rates across both the air and ocean sectors. us to navigate short-term economic stressors, while better service capabilities in both origin and destination markets.
This normalisation of rates had an impact on our margins positioning the Group for future growth. Investments in the contract and domestic logistics
and profitability. business also made positive contributions operationally and
A STABLE FINANCIAL PERFORMANCE financially. The United States remained the main market
During the year, we remained focused on maintaining during the year, while the European and Asian trade lanes
Expolanka Holdings PLC achieved a revenue of
stability and optimising yields. We continued to implement performed satisfactorily.
Rs. 546 Bn. and a Gross Profit of Rs. 105 Bn. Despite
effective procurement strategies to mitigate the impact of
the Group recording an exchange loss of Rs. 2.3 Bn. during Despite the challenging global macro environment and
fluctuating rates, ensuring a balanced approach to both air
the fourth quarter from appreciation of the Sri Lankan rupee uncertain market conditions that have impacted visibility and
and ocean transportation.
against the US Dollar, our strong financial performance predictability, the company remains committed to delivering
Furthermore, supply chain disruptions experienced during translated to an impressive Earnings Per Share (EPS) strategic initiatives while adjusting to market challenges.
the pandemic and its aftermath have had lingering effects of Rs. 15.88 per share and a Return on Equity (ROE) With EFL Global’s established position as a leading
on inventory levels, particularly within the retail sector. Many of 22.67%. freight forwarder, we will continue to invest in capabilities,
retail brands have maintained stagnant inventory levels and infrastructure and systems to create sustainable value for
Driven by a clear vision, Expolanka has positioned itself
have refrained from restocking due to subdued consumer all stakeholders.
among a select group of Sri Lankan entities with a global
demand. This has also contributed to a slowdown in global
presence spanning 39 countries Over 92% of our group
trade. On the supply side, carrier capacity continued to
revenue and over 73% of our Profit After Tax is now
improve in the context of reduced demand coupled with
generated from foreign markets.
resurgence of the travel sector. As a result, there was a
normalisation of freight rates, leading to corrections in
revenues and yields.
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STORY OF STRATEGIC GROWTH Our strategies have placed increasing importance on In response to the challenges that surfaced in Sri Lanka,
Throughout the year under review, our key focus was customer-centricity; with a strong emphasis on awareness, we took proactive measures to prioritise the welfare of our
on consolidating performance in light of the challenging relationship-building, customer experience and satisfaction. employees. We extended inflationary allowances, increased
operating environment. We committed to strengthening These factors have also been the driving force behind our work-flexibility, strove to minimise disruptions to their lives
the fundamentals of our business, which remained our investments. Strategic acquisitions, specifically in the field and our business operations; and reinforced the features
primary focus. of domestic logistics, have had the clear focus of deepening that make Expolanka a great place to work. By prioritising
relationships with our valued customers. the needs of our staff, we have been able to create an
To drive future growth, EFL Global executed two significant environment with shared values where our teams can thrive,
acquisitions valued at Rs. 35 Bn., acquiring Trans American Our strategic partners enable us to effectively serve our
pursue their personal development goals, and contribute to
Customhouse Brokers LLC and its group companies customers and thereby play a vital role in the business.
the success of the organisation.
(Trans American Group) and Locher Evers International Inc These partners include airlines, shipping lines, and other
and its group companies (LEI Group). These acquisitions, business partners from across the globe. Rather than
FOCUSING ON THE FUTURE
completed during the latter part of the financial year, viewing them solely as suppliers, we see them as true
As a global logistics company competing on the international
was a strategy to strengthen the North American Trade partners in our progress. We believe in growing together;
stage, digital transformation and enablement are a critical
17
Lane, enhance our service capabilities, and expand EFL’s prioritising loyalty and collaboration. By fostering these
strong and enduring partnerships, we are able to carry out component of our future-focused strategy. Our impetus
customer base. These were amongst the largest acquisitions
our operations successfully, derive a competitive advantage on technology as a business enabler and a strategy for
undertaken by the Group, and shows our commitment
and deliver exceptional value to our customers. future-proofing the business, is evident in our investments
and desire for growth. We intend to continue investing
and deployment of the latest services and infrastructure.
in infrastructure to facilitate further growth and enhance
STRENGTH OF OUR GLOBAL TEAM During the year under review, we continued to make
operational efficiencies.
progress in our digital transformation journey; enhancing IT
As a people-centric organisation, we prioritise the welfare
We expanded our industry presence and enhanced security, upgrading our enterprise systems and solutions,
and well-being of our staff, who form the backbone of our
capabilities across various sectors. Our investments in forging new partnerships with technology providers, and
business success. With a global workforce of over 3,400
growing the domestic logistics footprint played a crucial scaling up development, integration, and automation across
employees, wellbeing, engagement, and development of
role in stabilising our earnings while strengthening our business units. In the year ahead, we will continue to
our staff remains paramount. During the year under review
and deepening customer relationships. Moreover, we prioritise technology adoption to drive sustainable long-term
we invested over Rs. 93 Mn. in training and development
successfully established operations in six new countries, growth and maintain our competitive edge.
opportunities; pioneered new initiatives to enhance work
which further emphasises our ongoing investments in
satisfaction, work-life balance, and employee engagement;
expanding our global network.
and reviewed and revised our employee value proposition
A key initiative of the sector has been the development of in line with global market conditions. Leveraging the
a diverse customer base, spanning various growth-centric strength of digitalisation, we also instituted a number of new
and scalable industry verticals such as lifestyle, fashion, systems and processes that enhanced our operations and
apparel, technology, consumer retail, auto spares, and empowered our teams.
pharmaceuticals.
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Integrated Annual Report 2022/23
OUR GROUP
19
Our Journey 21
Business Model 22
Group Strategic Pillars 24
Sound Capital Structure and Financial Performance 25
Agile and Adaptable Business Portfolio 30
Prudent Corporate Governance 31
Board of Directors 32
Senior Management 35
Value-creation in Our DNA 39
Sustainable Operations 48
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Integrated Annual Report 2022/23
market liberalisation and Net Profit (Rs. Bn.) 31.0 72.7 14.8 (0.4) 1.9
Return on Equity (ROE) (%) 22.67 95.95 74.01 -3.06 12.81
re-entry into the global Return on Capital Employed (ROCE) (%) 16.14 56.41 42.91 -0.29 10.47
economy, Expolanka Debt to Equity (%) 21.29 74.09 67.15 95.05 33.77
Our Journey
2018 – 2023
Transformation
Changing profile of Expolanka
Group as a leading global
logistics company.
1978 – 1982 2014 – 2018
Foundation Global expansion
Birth of the Group and Entry of parent-company
entry into the Logistics SG Holdings and expansion 21
Business via Expolanka into USA.
Freight Sri Lanka.
1982 – 2007
Diversification 2012 – 2014
The Group establishes
Restructure
several new business Focusing resources on the core
portfolios and commences logistics business and exit from
its international expansion non-related businesses.
strategy.
2009 – 2012
Transition
Strategic move from
a family-held business to
a publicly-listed entity.
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Integrated Annual Report 2022/23
Business Model
INPUTS VALUE DRIVERS
Manufactured capital • Global network with stations • Infrastructure and equipment to support • Infrastructural capacity to
across 39 countries value added exports support domestic logistics and
• Asset-light operating model supplement 3PL operations
Financial capital • Total Equity: Rs. 149.6 Bn. • Centralised treasury management • Backed by strong balance
• Proft after tax: Rs. 31.8 Bn. • Versatile and focused investment portfolio sheet of parent company
• Efficient capital structure • Well-structured working capital model • Business model with high
operating leverage
Intellectual capital • Strong internal processes • Leading-edge proprietary technology • Leading global freight
22 • Drive for innovation and digital and platforms forwarding brand
transformation • Experienced and diverse team • Industry-leading travel brand
• Globally renowned ERP platforms
Social and • Customer-centric strategy and • Strong and long-term customer • Optimal fleet management
relationship capital business model relationships capability supporting transport
• Strategic partnerships with leading • Advanced customer enterprise systems
suppliers and international carriers and integration
Natural capital • Environmental compliance and certification • Stringent waste management practices
• Emission reduction programmes • Standardising of environmental practices
• Biodiversity conservation initiatives across Group and supply chain
Business Model
• Gross profit:
Rs. 105,268,847,956
Regulators
• PAT: • Compliance across statutory reporting • Participation in industry development
Rs. 31,050,158,656 initiatives
• Meeting all licensing requirements across
global networks
2.1
28
21
soft market conditions 1.4 14
0
7
0
the logistics sector. Current ratio Quick assets ratio Dividend cover Price earnings ratio
25
2021/22 2022/23 2021/22 2022/23
FINANCIAL INDICATORS
Profitability Equity Leverage
% Rs.
30 80 %
24 64 80
18 48 60
12 32 40
6 16 20
0 0 0
Gross profit Net profit Return on Return on Net assets Earnings Dividends
margin margin assets sales value per share per share per share -20
Debt to Debt to Debt ratio Gearing
2021/22 2022/23 2021/22 2022/23 equity ratio capital ratio ratio
2021/22 2022/23
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Integrated Annual Report 2022/23
The Group posted a revenue of Rs. 546 Bn., down 21% from With 92% of our Revenue and 73% of our PAT derived from
the previous year. This is a result of a normalization of freight international markets, Expolanka continues to demonstrate
GROUP PERFORMANCE rates and reduction in volumes across both air & ocean the international reach of the business.
• Soft market conditions and subdued trade and freight due to the challenging macro economic environment.
logistics sector PROFITABILITY
The global logistics sector experienced a moderation in
• Performance impacted by currency fluctuation volumes during the year, owing to a downswing in demand. Gross profit margin
• Stable revenue and increased wallet share despite Key factors impacting, included Inventory overstocking by %
challenges retailers and inflationary impact on consumer spending in 20
our primary markets of North America, and macro-economic
• Demonstrated quality of earnings resulting in 16
pressures due to protracted geopolitical tensions
improved cash flow position 12
and uncertainty surrounding the recovery pace of the
• Maintained stable overheads in USD terms global economy. 8
The Group’s performance was negatively impacted by ROE vs ROCE Expolanka maintains an optimal capital structure that strikes
currency fluctuations. In particular, appreciation of the a balance between equity and debt. The year under review
%
Sri Lankan Rupee against the US Dollar during the latter saw a growth in Total Equity by 20.3% to reach Rs. 150 Bn.
120
end of the year under review, led to the Group recording
90 Debtor-levels declined more than proportionally during the
a Rs. 2.3 Bn. exchange loss.
year, while efficiency in cashflow was improved significantly;
60
Despite challenging conditions, the GP Margin grew to resulting in settling Rs. 89 Bn. of short-term debt. The
30
19.3% during the year under review, testament to the Group closed FY 2023 with greatly reduced debt liabilities.
strength and continuity of the Group’s long-term strategy, 0 Throughout, we remain committed to proactive and diligent
strength of internal processes, and efficiency of key -30 management of working capital, which is our greatest asset.
investments. 2018/19 2019/20 2020/21 2021/22 2022/23
Culmination of timely and strategic investments during
Return on Equity (ROE) Return on Capital Employed (ROCE)
Overheads the past years have enabled Expolanka to develop
infrastructure, capabilities, and network with a focus on
Rs. Bn. The Group maintained its track record of strong returns continued long-term growth. With the Group’s focus on 27
80 beyond industry averages, with Rs. 15.88 Earnings per strengthening its position as a global logistics powerhouse,
64 Share (EPS), Trailing Twelve Months (TTM) Return on Equity more than 75% of equity and capital were allocated to the
(ROE) of 22.67%, and TTM Return on Capital Employed Logistics business during the year under review.
48
(ROCE) of 16.14% during the period under review.
32 Strength of the Group’s balance sheet coupled with an
16 OPTIMISED CAPITAL STRUCTURE optimised capital structure support Expolanka’s growth
0 ambitions and ensures we deliver exceptional value and the
Total capital employed
2018/19 2019/20 2020/21 2021/22 2022/23 best returns for our shareholders.
Rs. Bn.
While maintaining a 13.42% gearing ratio through to the
Similarly, with overheads pegged to the dollar, on a 250
end of 2022, two large acquisitions completed during the
reporting currency basis, the Group’s overheads grew by 200
last quarter saw a reduction in gearing over time. The Group
63%. However, in real terms, overheads increased by 12%.
150 completed FY 2023 with a gross Gearing Ratio of 17.55%
aligned with the Group’s business model and reduced
100 reflecting key acquisitions and investment into intangibles
volumes experienced during the year under review.
with a long-term focus.
50
The variable nature of the overheads enabled the group
0
to maintain profitability despite reduction in Revenue and
2018/19 2019/20 2020/21 2021/22 2022/23
Gross Profit, thereby mitigating the negative impacts of the
macroeconomic environment.
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In Rs. Mn.
Direct economic value generated
Other operating and finance income 4,490 0.8 3,293 111 14,570 17,974 (13,484) 4,490
Total value added 550,951 100.0 540,972 3,209 23,886 568,067 (17,116) 550,951
Employee wages and benefits 43,412 7.9 41,843 690 879 43,412 – 43,412
Payments to providers of funds 17,770 3.2 1,731 55 16,030 17,816 (46) 17,770
Total distributed 529,647 96.1 506,356 2,338 22,808 531,502 (1,855) 529,647
Profit after dividends 15,039 2.7 29,429 811 1,025 31,265 (16,226) 15,039
Retained for reinvestment/growth 21,304 3.9 34,604 871 1,147 36,622 (15,318) 21,304
model that ensures the rapidly, optimise resource-use whilst generating strong and Alongside organic growth through diversification, expansion,
and scale; Expolanka’s Mergers and Acquisitions (M&A)
consistent returns. While Expolanka has favoured the asset-
30
Group’s portfolio of light model, the Group will not shy away from investing in strategy sets out a clear course for inorganic growth
that supports our business objectives. As a responsible
asset-based opportunities where appropriate.
businesses are scalable, corporate entity, we comply with relevant regulatory
APPETITE FOR GROWTH requirements and follow best practices when approaching
agile, and able to generate Our Group is hungry for growth. We aspire for international
new mergers or acquisitions. Strategic expansion in this
regard is carefully assessed: not only to be in alignment
sustainable returns. expansion across our business lines by harnessing the
strengths of our business model, unique corporate DNA,
with our business goals, but also ensuring a cultural fit with
our corporate values and culture. We take a thoughtful and
diverse competencies, and strong relationships. Backed
deliberate approach that ensures continuity alongside a
by forward-thinking technological adoption, value-focused
smooth process for transition and integration.
innovation, and strong service capability.
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culture, effective control, resilient and spirited manner and we were able to transform
Expolanka Holdings PLC, as a truly global organisation.
competitive performance I am forever thankful and privileged to have worked closely 31
and legitimacy is able to with my fellow board members as we chartered the course
of your organisation. In doing so, we remained consistent
enhance long term equity with our strategies and were able to adopt and adjust to
the market conditions ahead of us. As Expolanka was
HITOSHI KANAHORI
30 June 2023
performance and to build able to deliver unprecedented growth during the last three
years, this undoubtedly was a great experience for me as
sustainable value. Chairman. Kudos to the leadership and senior management
team who worked tirelessly to execute our strategies and
initiatives effectively in trying circumstances.
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Ha Yo Junji Shimasaki 33
Executive, Non-Independent Director Non-Executive, Non Independent Director
Ha Yo is a Masters holder in Business Administration from Junji Shimasaki currently operates as the General Manager
Waseda University, Japan and holds 18 years of experience of Corporate Planning Department, Global Business Unit
in international logistics business. He is currently the CEO at SG Holdings. He started his illustrious career with
of SG Holdings Global Pte. Ltd., Singapore and has gained Sagawa Air Service Co., Ltd. (now known as Sagawa
specialised experience in the Sales and Marketing industry Express Co., Ltd.) in the year 1993. He has close to 30
in Asia. years of experience in the logistics business centered on
international logistics, including over 10 years of experience
as the President of Sagawa Express Vietnam Co., Ltd., and
SG Sagawa Vietnam Co., Ltd.
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Harsha Amarasekera, President Counsel is a leading light Sanjay Kulatunga has an established record as a founder
in the legal profession in Sri Lanka having a wide practice and as an Executive Director in industries ranging from
in the Original Courts as well as in the Appellate Courts. His Finance to Export manufacturing. He is currently the CEO of
fields of expertise include Commercial Law, Business Law, LYNEAR Wealth Management, a boutique investment house
Securities Law, Banking Law and Intellectual Property Law. that he co-founded in 2013. He has served on the Financial
Sector Stability Consultative Committee of the Central Bank
He also serves as a Non-Executive Chairman of several
of Sri Lanka, the Board Of Investment (BOI) of Sri Lanka and
leading listed companies in the Colombo Stock Exchange
the Securities Exchange Commission (SEC) of Sri Lanka.
including Sampath Bank PLC, CIC Holdings PLC,
Kulatunga serves as a Trustee of the Geoffrey Bawa and
Vallibel One PLC, Royal Ceramics PLC, Swisstek (Ceylon)
Lunuganga Trust and functions as the Honorary Consul
PLC, Swisstek Aluminium Limited and Vallibel Power
General for Sweden in Sri Lanka.
Erathna PLC. He also serves as a Non-Executive
Independent Director of Amaya Leisure PLC and Ambeon Kulatunga is a Chartered Financial Analyst (CFA), Associate
Capital PLC. He is also the Chairman of CIC Agri Business Member of Chartered Institute of Management Accounting
(Private) Limited. (CIMA) and holds an MBA from the University of Chicago’s
Booth School of Business.
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Senior Management
Today, as Group CEO, Senthil oversees the centralised He has been instrumental in transforming and providing He is a Co-Founder of Bluestone Capital (Pvt) Ltd., a Private
management and operations of over 39 countries and over leadership to the corporate finance function of the Group Equity firm based in Sri Lanka.
2,900 employees. Senthil is committed to developing the and has steadfastly undertaken several roles in facilitating
future of the industry by sharing his knowledge to mentor the growth of Expolanka to its current position. Undertaking
the next generation of leaders across the EFL Group, and is the IPO process in taking Expolanka from a privately held
dedicated to various philanthropic and social projects within enterprise to a listed entity, providing strategic direction
the community. His journey is an inspiration to logistics and and support in several corporate restructure initiatives and
supply chain professionals at EFL and beyond. being at the forefront of various stakeholder engagements
in uplifting Expolanka’s profile and position are amongst
his many notable achievements.
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Kanishka Wijesinghe is a qualified Airline Marketing Shiham Imamudeen is the CEO of Classic Travel – Silmy Ahmed carries 27 plus years of experience in the IT
professional certified by IATA. He has obtained certifications the Spearhead of the Expolanka Leisure Group Cluster. industry with 15 plus years of senior managerial experience,
in Airline Management, Marketing, Sales, Operations, His Industry Experience spans over 25 years and has of which he served over 6 years as Chief Executive Officer
Customer relations and in Human relations with several greatly transformed processes at Classic Travel over of a highly reputed information technology organisation.
International Airlines. He holds a Fellow (FCMI) Membership the past 10 years. His Accounting Background and drive He has also held Board level positions in other reputed
award status – Charted Management Institute CMI – UK for innovation has paved the way for many company organisations in Sri Lanka. He has a reputation
and Fellow (FSCM) Membership award status- Institute of accolades in Business Excellence and Employee for achieving corporate growth and profitability through
Supply Chain Management IoSCM-UK. He is also a Certified Experience. He is a participant of the “enterprise Leadership visionary leadership, strategic direction, and an ability to
International Supply Chain Professional (CISCP – USA ). He for Transformation” programme awarded by the National develop high performing teams.
has over 35 years’ experience in the Airline industry and was University of Singapore. Through his expertise in strategic
He played an important company role in setting the stage
a former President of the Sri Lanka Airline Cargo Association planning and technology, he established a new scope to the
for transforming the Company to a customer centric,
(SLACA) leisure group by automating finance processes, streamlining
solutions based organisation company, whilst playing a
operational workflows, implementing internal compliance
significant impact on growing the Company’s revenue and
and risk management, and initiating Company-wide welfare
profitability ratio. He is also leading the charge of fulfilling
programmes to enhance employee experience.
the potential of ITX as an independent, full-fledged
technology company that will be geared to offer solutions
in Sri Lanka and the region.
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service portfolio that Over the past decade, the Group’s expansionary
trajectory has been enabled and elevated by our
transactions across a well-integrated supply chain.
value for the Group’s Our priority and focus have resulted in long and durable
relationships with key customers.
timelines and deliverables. As a responsible corporate, we
are also diligent in ensuring timely payments and meeting
portfolio of businesses. Customer-centricity is a philosophy upheld by our teams
contractual obligations.
and ingrained in the spirit of our business ventures. We Details of new strategic partnerships and outcomes of
are proactive in our engagements and focused on creating our consistent supplier engagement are discussed in the
long-term value for our customers by upholding the highest business line reviews from pages 50 to 81. Further details
service standards, and providing innovative, adaptable, and on our approach to stakeholder engagement, analysis of
reliable solutions. key stakeholders, and strategies for engaging them are
described on pages 214 to 222.
Listening to our customers is an essential element
that we practice through customer surveys, proactive
communication, and reliable support that complements
our service delivery.
GRI: 2-7 Service analysis by sector To ensure business continuity and improve retention,
we formalised knowledge-transfer, introduced rapid
GEOGRAPHIC REPRESENTATION – Nos.
induction and training for new entrants, and continued to
INTERNATIONAL OFFICES 2,000
invest in career path planning and succession planning
1,600
Country Total cadre Permanent Contract at a cluster level. Competency development was coupled
1,200 with performance management bootcamps and Strategic
Sri Lanka 1,618 1,517 101
800 Business Units (SBUs) drafted clear roadmaps for
India 677 676 1
operations, which minimised work disruption.
400
USA 384 380 4
0
Canada 197 193 4
Logistics Leisure Investment
CORPORATE CULTURE
China 149 11 138 Our corporate culture, The Expolankian Way, is a dynamic
0-5 years 6-10 years 11-20 years
Vietnam 140 58 82 and evolving philosophy that ties together diverse
21 years and above
Kenya 123 98 25 individuals and teams from across the globe, to share
a common DNA and passion for the work we do. Our
41
Indonesia 102 64 38
Bangladesh 62 47 15 Employees by type culture is defined by our corporate values, and driven
Hong Kong 55 55 0 by our people; the success of which is seen in our low
turnover rates, high employee engagement, and repeated
UAE 44 44 0 Contract
recertification as a great place to work.
Pakistan 33 33 0 11%
Cambodia 23 11 12
Turnover ratio
Malaysia 19 14 5
%
Philippines 15 15 0
25
South Africa 14 13 1
Mauritius 12 12 0 Permanent 20
Belgium 12 12 0 89% 15
Thailand 12 12 0 10
Taiwan 11 11 0 Partnerships with tertiary education providers and 5
Madagascar 9 9 0 universities enabled the Group to draw from a reservoir of 0
Denmark 8 7 1 fresh talent entering the labour market. Upskilling initiatives Logistics Leisure Investment
Singapore 5 4 1
were organised in a methodical manner to groom new talent
and streamline the talent-acquisition process.
Total 3,724 3,296 428
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400 and efficacy of our team. Alongside routine and impartial 960
assessment of performance, we incorporate merit-based
300 720
incentives as part of our remuneration package, which
200 480
instills a performance-driven culture across our business
100 units and teams. We also routinely review our remuneration 240
Recruitments Resignations remuneration, while attracting and retaining the best talent. 18-25 years 26-35 years 36-45 years
0
Logistics Leisure Investment
Male Female
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0 0
We continued to invest in innovative learning initiatives Logistics Leisure Investment Logistics Leisure Investment
alongside traditional capacity building actions that ensured
Heads Managers Executives Non-executives
our teams were equipped with the technical, professional,
personal, and inter-personal skills required for our global
business model and expansionary efforts. As a globally Training programmes by sector Training investment (Rs.)
43
diversified group, we also continued to offer our employees Nos.
international and cross-sector training opportunities, where Leisure Investment
55
appropriate and feasible. 393,845 5,644,886
44
During the year, we redoubled our focus on strategic
33
leadership development and succession/transition planning.
22
Partnerships with external training institutions and digital
platforms enabled us to roll-out a strong leadership 11
GRI: 401-3 We initiated measures to strengthen our value proposition to INTELLECTUAL CAPITAL
employees; reviewing and revising remuneration and work KEY PRIORITIES
MATERNITY LEAVE policies to adjust remuneration scales, extend inflationary
All female employees at Expolanka are entitled to obtain allowances, and increase work-flexibility to mitigate
maternity leave in keeping with the guidelines set by the disruptions to transport. We also proactively worked toward Brand and
Shop and Office Employees Act. They are given 14 working reinforcing the features that make Expolanka a great place related
days leave with full pay, immediately preceding the to work. Employee engagement included cultural events, investments
expected date of confinement. They are also allowed to inter-company sporting events, and year-end celebrations
take the feeding entitlement of one hour after returning for employees and their families. Staff wellbeing was
from maternity leave. prioritised through awareness raising. Internal
Knowledge
In the year under review. The retention rate after maternity Refer the business line reviews from pages 50 to 81 for process
management
leave corresponded to 100 percent. Some employees are details of HR initiatives during the year, and the success of management
currently on maternity leave and the remaining employees are
44 our people-management strategies.
still currently employed as of the end sof the financial year.
Further details of our HR policies, codes of conduct,
GRI: 403-4, 403-6 responsible workplace practices, and compliance with labor Technology
laws and regulations are outlined in the Supplementary solutions
EMPLOYEE WELLBEING Information on page 216.
The Financial Year 2022/23 brought a number of challenges
for several of our shared services headquartered in Number of staff events
Sri Lanka, resulting in multiple pressures on our employees The strength of our intangible assets plays a critical role in
Nos.
and HR function. The Country’s ongoing economic crisis led our success as a renowned global conglomerate operating
20
to multiple disruptions to transport and accessibility during in a dynamic business backdrop. Our wide-ranging and
16 diverse intellectual capital base consists of long-term assets
the first half of the year, while continued hardships proved to
be a push-factor for out-migration, resulting in talent flight 12 that are essential to create value over time.
from the broader Sri Lankan labour market. In this climate, 8
attracting appropriate talent and retaining skilled cadre 4
proved to be a challenge. The Group’s HR function took a
0
multi-layered approach to address these challenges.
India
South Africa
Hong Kong
Philippines
Sri Lanka
Kenya
Cambodia
China
Taiwan
Bangladesh
Belgium
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STRATEGIC OUTCOMES Expolanka aims to allocate a significant portion of its The Group’s other primary business units and subsidiaries
resources to strategic investments while continuing to have also carved out unique identities in their industries and
successfully develop brands within the existing portfolio, areas of business as they expand in scale and reach.
Sustainable such as EFL Global and Classic Travels; both from a business
Success of these individual brands is receiving recognition
competitive advantage and awareness perspective have obtained significant market
in the form of increased scale of business, industry-leading
share within their industries. By actively seeking investment
recognition and accreditation, and technical certifications in
opportunities, the company aims to diversify its portfolio,
their own unique niche. These developments are supporting
Enhanced stakeholder foster innovation, and tap into new avenues of revenue
the attraction of talent and onboarding of top clients in a
generation.
engagement variety of business verticals.
Our most prominent brand, EFL Global, leads the Group’s
leading business. EFL has grown from strength to strength, INNOVATION AND DIGITAL TRANSFORMATION (DX)
Global leadership with the brand now recognised as one of the leading air and A critical component of the overall strategy, the Group was
position ocean freight forwarders in the world. Built on the values: able to make consistent headway in its digital transformation 45
Intimate, Flexible, Creative, Conscious, and Future-Ready; journey. Our focus on technology as a business enabler is
EFL represents the Group’s DNA and communicates a strong supported by continued investments in process automation
commitment to its purpose: “Transforming Supply Chains and and digitalisation of operations. ITX 360 functions as the
BRAND STRENGTH AND SYNERGIES Growing Businesses”. Group’s consolidated technology service provider, deploying
Expolanka Holdings is a strategic investment vehicle digital infrastructure investment, delivering a suite of
for globally iconic businesses in logistics, leisure, IT, The logistics sector consists of key brands such services, and enabling custom development that supports
and fresh produce. The Company stands committed to as EFL 3PL, Oki-Doki, and EAM, which continue to specialised operations of our various business units.
building a value-creating and resilient portfolio in multiple gain prominence in local and international markets. IT security remains a key area of focus for the Group’s
markets, which is essential for growth and success of the The leisure sector businesses consist primarily of shared services, as our continued efforts toward
Organisation. the “Classic” brand: recognised as a leading travel digitalisation result in greater dependence on IT systems
company in Sri Lanka. Classic’s brand recognition across all operations. Ensuring business continuity and
The Company’s investment in global business is not
and exemplary service quality have enabled the reliability of systems across the group were priorities during
just about expanding reach but also fostering a greater
Group’s leisure sector to navigate a challenging the year. In order to enable our businesses to be agile and
understanding of different cultures and ways of doing
operating environment and retain market leadership responsive in a rapidly evolving operating backdrop, we
business, including building shareholder confidence, which
in Sri Lanka’s travel sector. The Investment sector also continued to invest in optimising enterprise platforms,
is a fundamental objective of the brand. Applying a holistic
consists of two key brands: Tropikal Life and ITX360. enhancing collaborative tools, and developing integrated
approach, the Company balances short-term financial
While fairly recent additions to the Expolanka Group solutions.
results with long-term strategic initiatives, fostering a
portfolio, these brands have continued to gain traction
favourable investment environment and rewarding the trust
over the last several years.
and confidence of shareholders.
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Enterprise Upgraded enterprise systems for different The Group takes a holistic approach to brand development,
Development Completed development and testing of a
systems and business units to enhance customer digital freight forwarding suite which includes
by aligning its strategies to all key areas of the business,
solutions experience, visibility, operational efficiency, features such as traceability, online booking, including investor relations, corporate communications,
workflow standardisation and data integrity. vendor management, and automated customer sustainability, and human resource management.
Group rollout of Darwinbox, a seamless reporting.
platform for Human Resource Management, Our commitment to ethical best practices in terms of
Development and implementation of a
continued with 14 countries going live with the Compliance Management System to effectively environmental, social and governance considerations have
system by end of year. monitor key compliance matters. further added to our brand repute. Continuous investment in
Cybersecurity Implemented a globally synergised programme Ongoing development support to platforms programmes such as the EFL Global Goodness initiative and
and data covering cyber and data security, identity, across business lines to enhance solution the Sabrina Yusoof Women Empowerment Initiative, among
protection data, device, and systems. Being a global offerings. others, have added significant value to our brand standing.
organisation, we continued to adopt best
practices, including achieving ISO 27001 Integration Integration plays an important role in our Expolanka also strives to keep a consistent brand approach
46 certification and GDPR compliance. customer-centric strategy and the organisation in all marketing communications, ensuring a cohesive
Reviewed and revised IT security policies to entered into a partnership with a global and unified brand identity, which strengthens the brands
reflect changes in the operating environment integration technology partner providing the
recognition and positioning among stakeholders.
with the goal of strengthening data privacy company with the ability to integrate seamlessly
measures, improving cloud security, and with customers, service providers and other We have set our sights on investment opportunities and
standardising endpoint security across our partners.
expanding our global footprint as a key strategy to achieve
operations. New Data Protection and Social
Media policies were also introduced during sustained growth and competitiveness in a rapidly evolving
Automation Continued deployment of Robotic Process
the year in this regard. Automation (RPA) solutions across business business landscape. By proactively investing in diverse
units to enhance operational processes and sectors and expanding into new markets, the company
Technology Continued engagement with global technology
capabilities. aims to unlock new revenue streams, foster innovation, and
partnerships giants enabled enhancement of our technology
and data strategy with new and more agile position itself as a global industry leader.
technology solutions.
The Group and its business units continued to be recognised
in local, regional, and international forums as a best-in-class
Refer page 77 in our business line reviews for further service provider with our partners, customers, and other
information on ITX360’s certifications, accreditations, awarding organisations. Refer Year Under Review on pages
partnerships, and capacity development, which support the 7 to 11 for awards received by the Group during the year.
Group’s digital transformation and IT strategy.
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5 Sustainable Operations
SUSTAINABILITY GOVERNANCE
of our operations is We work to mainstream our strategic sustainability drivers
intrinsic to our success with our core businesses and the value we create for our
stakeholders. The Group employs a structured approach to
as a Group and enshrined management and implementation of our strategy, wherein
the Board and Senior Management provide vision and
in our vision and policy direction, while the Sustainability and CSR function
drives the agenda across the Group. Our business units
corporate values. and employees are the ambassadors, implementers, and
drivers of our sustainability strategy; creating value for
48 our stakeholders through every aspect of our operations.
GRI: 2-22 Reinforcing our commitment to sustainability as a key group
fundamental, we appointed a new Chief Sustainability
Our strategy for sustainable operations is informed by
Officer during the year to take forward Expolanka’s vision for
the Group’s purpose and values; considers international
sustainable operations.
regulations and best practices; incorporates good
Support local Address pressing global
governance and sound risk management; involves
development challenges
developing and deepening of stakeholder relationships; and (Community engagement) (environmental actions) GRI: 2-25
is aligned with the SDGs to support local development and
ADDRESSING GLOBAL CHALLENGES:
address pressing global challenges.
MINIMISING THE IMPACT OF OUR
Developing stakeholder relationships
OPERATIONS
As a Group with a footprint in 4 continents and a
International regulations and best practices
flagship business in the logistics sector, minimising
Good governance and sound risk management our environmental footprint is an inherent part of our
sustainability strategy. We are also committed to proactive
Group’s purpose and values
environmental action that addresses humanities greatest
challenges, such as climate change. We champion
efforts that mitigate climate change, including freight
decarbonisation and environmental conservation, and
pursue initiatives that help local communities develop and
adapt to the challenges of a warming planet.
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Sustainable Operations
Certifications and accreditations achieved by the Group and Indonesia 16.684 19.879 9.244 45.807
THE GLOBAL GOODNESS INITIATIVE
its subsidiaries are detailed on page 63. Madagascar 7.698 1.274 0.330 9.302
OUR BUSINESSES
50
Logistics 51
Leisure 70
Investment 76
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Logistics
Spearheaded by EFL 51
Global, a world-leading
service-driven logistics
player ensuring safe,
transparent, and on-time
delivery of millions of
products to our customers,
every single day.
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Logistics
Logistics
OPERATING CONTEXT The global outlook for 2023 shows some improvement GLOBAL TRADE
GLOBAL ECONOMY as energy and food prices are expected to see a decline, The previous year, 2021/22, saw pent post-pandemic
leading to reduced headline inflation across most countries. demand, the tail-end of stimulus packages in major
Slowdown of the global economy continued during the year
Soft market conditions that prevailed for the majority of economies, and strong consumer confidence lead a rebound
under review, with growth estimated at approximately 3.4%
the period under are expected to remain in the short-term. for global trade despite supply-chain disruptions. However,
in 2022. While reopening of borders in major economies,
Easing of inflation rates toward the end of the financial momentum of that breakout year waned toward the end of
such as China, contributed to a rebound later in the financial
year are a positive sign, even though markets are still to the first half of 2022.
year, global GDP growth remained weaker than expected.
recover. Long-term economic stressors such as weakened
Sluggish conditions are expected to continue during the
investment, increased fragmentation of the global economy,
next financial year with advanced economies anticipated to
lagging productivity growth, and high sovereign debt loads
bear the brunt of growth deceleration. Inflationary pressures
also remain a challenge.
and monetary tightening from major central banks served
to impede growth during the year under review. Subdued
forecasts from the International Monetary Fund project a 53
decline to 2.8% growth rate in 2023, before an uptick to
3.0% growth the following year. US consumer confidence index (CCI)
Stubbornly high inflation in North America remains a 140 136 Month Change Actual
challenge and is stifling demand. The US Federal Reserve 131 132
129 %
126
continuously raised key interest rates to contain inflation 122 120 122
during the year and has signaled further rate hikes. While 120 120 117 116
January -1.7 107.10
110 109
Actual
supply-chain bottlenecks have eased, wider geopolitical 107 108 February -2.9 102.90
104
tensions including the ongoing war in Ukraine, China - US 102
100 March 0.8 104.20
100 96
competition, and tensions between China and Taiwan have 93 96
87 89
contributed to overall uncertainties. However, ensuing 85 Tuesday, 28 March 2023
market conditions are expected to be a temporary point-in- 80
time issue impacting the entire logistics industry; rather than 2020 2021 2022 2023
a structural economic shift. Release Date 1
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According to the United Nations Conference on Trade and Geopolitical instability, persistently high energy prices, increase in global air cargo capacity. Buildup of capacity
Development (UNCTAD), global trade achieved a record demand-supply imbalances, and supply-chain bottlenecks saw air freight rates normalise after the previous year’s
USD 32 trillion in 2022, with the global merchandise trade due to protracted COVID-19 preventive measures in pandemic-led demand surplus.
showing 2.7% growth, almost on par with global output. China, with spillover amongst regional trading partners;
By early 2023, the air freight market had recovered
The second half of 2022 however, saw a reduction in all contributed to depressed performance of the trade and
approximately 75% of pre-pandemic cargo capacity.
volumes and value, as global trade declined and commodity logistics sector.
Demand for air cargo remained depressed but displayed
prices dropped. The last of quarter of 2022 reflected
resilience, as cargo tonne-kilometers (CTKs) showed
negative growth while indicators for the first quarter of 2023 AIR FREIGHT
month-on-month gains. Gradual stabilisation of air cargo
suggested stagnation in global trade of goods. Tourism and passenger air travel continued a return to traffic is expected to coincide with stimulus provided by
Extraordinarily high inventory levels from the previous year’s normalcy during the year under review; driving a continuous new export orders from global manufacturing hubs, as
over-ordering by retailers, was a major factor negatively indicated by an average upward trend of the Purchasing
affecting demand during the year under review: as inventory Managers Index (PMI).
54 levels in the United States and other key markets reached
all-time highs during the year. This also impacted demand China PMI
cycles with lack of bourgeoning demand in the last 55
quarter of 2022. Further, negative inflationary impact on 52.0 52.1 51.9 Month Change Actual
50.6 50.6
consumer purchasing power affected the pace of inventory 49.5 50.2 49.5 50.1 %
50 49.4 49.2
replenishment, leading to a dip in orders and resultant drop 47.0 January 6.60 50.10
in air and ocean freight volumes.
Actual
45
February 4.99 52.60
Rampant inflation and responsive hikes in interest rates
across major consumer markets had a significant impact on 40 March -1.33 51.90
consumer behavior: Escalated cost of borrowing has limited
35.7 Thursday, 30 March 2023
credit for purchase of durables, household goods, food, 35
transport, while increased rates also affected credit card 2020 2021 2022 2023
utilisation. Release Date 1
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However, on the back of reduced demand, customer Drewry WCL: Trade Routes from Shanghai Influx of newly deployed ships to the market brought on
behaviour indicated increased willingness to accept longer by carriers receiving fulfillment of past orders also served
(US$/40ft)
lead times and overall preference for cheaper ocean freight to drive down ocean freight rates as sea freight capacity
over air freight. Air moving on ocean can lead to tightening 14,000 surged and new strings were introduced.
of margins and conversion losses for logistics service 12,000
Early 2023 has shown some signs of stability as
providers dealing with the shift. 10,000 containerised freight indices indicate easing after nine
While rates are expected to fall further aligned with 8,000 months of decline. While a gradual rebound is projected,
increased flight frequencies and reintroduction of routes, the inventory glut experienced by major retailers continues
6,000
market remains competitive and is likely to be impacted by to pose a challenge for ocean freight volumes and rates
fluctuations in season demand and energy prices. 4,000 in the near future. New global shipping regulations in the
2,000 form of IMO 2023, aimed at reducing carbon emissions
OCEAN FREIGHT and promoting energy efficiency in ocean freight, may also
0
Decline in global trade volumes that occurred during the impact ocean freight in the period ahead.
8 May 2022
31 May 2022
23 Jun. 2022
16 Jul. 2022
15 Apr. 2022
10 Feb. 2023
17 Oct. 2022
9 Nov. 2022
18 Jan. 2023
8 Aug. 2022
1 Sep. 2022
2 Dec. 2022
24 Sep. 2022
25 Dec. 2022
5 Mar. 2023
28 Mar. 2023
latter half of the year under review holds sway with year- 55
on-year decline in Twenty-Foot Equivalent Units (TEUs).
Similarly, ocean freight rates have normalised during the
year under review, after a surge in ocean freight rates Drewry WCI: Shanghai to Rotterdam Drewry WCI: Shanghai to Los Angeles
experienced during the previous year, caused by supply-
Drewry WCI: Shanghai to Genoa Drewry WCI: Shanghai to New York
chain disruptions.
Drewry World Container Index (WCI) – 13 April 2023 SCFI Global spot index week-on-week changes
Index points %
(US$/40ft)
100 20
10,000
50 10
8,000 0 0
6,000 -50
-10
4,000 -100
-20
2,000 -150
-30
0 -200
-40
8 May 2022
23 Jun. 2022
8 Aug. 2022
1 Sep. 2022
24 Sep. 2022
2 Dec. 2022
25 Dec. 2022
10 Feb. 2023
28 Mar. 2023
15 Apr. 2022
31 May 2022
17 Oct. 2022
18 Jan. 2023
9 Nov. 2022
16 Jul. 2022
5 Mar. 2023
-250
-300 -50
-350 -60
05.13.2022
07.08.2022
09.30.2022
05.27.2022
06.10.2022
06.24.2022
08.05.2022
08.19.2022
01.13.2023
02.03.2023
03.17.2023
03.31.2023
04.14.2323
04.15.2022
04.29.2022
07.22.2022
09.02.2022
12.02.2022
02.17.2023
03.03.2023
06.16.2022
10.21.2022
11.04.2022
11.18.2022
12.16.2022
12.30.2022
Change vs. prior week (Index points) % change vs. prior week (%)
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PERFORMANCE
Logistics
Logistics revenue by main products The Company focused on consolidation during the year,
prioritising network development and enhancing service
and staff capabilities. Investment in capability development PROSPECTS
Air freight
and relationship-building are at the heart of EFL’s consistent
56% Even though the year under review saw reduction
strategy.
of volumes and normalisation of rates in response
Overheads in terms of Rupees increased by 63% during to subdued market conditions, Expolanka’s
the year under review. Due to the depreciation of the Sri logistics sector displayed resilience and made
gains to facilitate future growth.
Lankan rupee, the devaluation impact on foreign currency
Ocean freight monetary assets and liabilities was Rs. 2.3 Bn. Overall real In the short-term, Expolanka’s logistics sector has
44% terms OH is too an increase by 12%. Overall forex impact on consolidated market-share; maintained stability
performance amounted to Rs. 14.5 Bn. in margins through strong relationship-building
and smart procurement; improved back-office
Alongside addition of new warehousing capacity, the functions to ensure service delivery at lower cost;
Trade lane gross profit Company set up new stations in UK, Italy, Mexico, enhanced processes to reduce transaction costs; 57
Costa-Rica, The Dominican Republic, Panama, and Brazil and increased collection efficiencies and working
Intra Asia (3) All Others (4) capital availability. Strong cash-conversion has
as part of a long-term strategy; with operating benefits to
5% 5% enabled settlement of required payments, debts to
be realised in the future. the parent company, and short-term loans, while
Europe trade EFL showed remarkable resilience in the face of economic driving strategic acquisitions and investments
route (2) during the year.
headwinds; closing the year with a strong balance sheet
9% and excellent cash balance. The Company settled almost
all short-term debt during the year, amounting to Rs. 89 Bn.
Despite economic conditions pressuring working capital,
USA Trade
debtor levels declined during the year. Retaining minimal
route
debt levels with regard to short-term working capital, the
81%
Company was able to fuel its strategic acquisitions through
long-term loans from the parent company and cash from
The Company’s earnings capacity was reflected in retention the business.
of a large portion of revenue from the previous year, and
The year under review concluded with two strategic
gains to overall share of business from key customers.
acquisitions that serve to enhance the Company’s service
EFL onboarded a number of new customers and retained
portfolio, widen its strategic customer base, and expand
existing customers despite challenges; even seeing an
business opportunities in North America.
increase in wallet-share with key customers during the year.
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STRATEGY IN MOTION
The sector strategy focuses on four key areas:
Logistics
and other related retail verticals. Additionally, EFL made operations in Canada as well. Trans American services base across a wide range of industries with minimum
notable growth across all key industry verticals: apparel, some of the largest brands in the United States from the overlap for EFL. The Group has branches across Canada
pharmaceutical, technology, perishables, home furnishing, F&B, Retail, Automotive and other related industries, with and around the globe, with the majority of business serviced
auto spares, and consumer retail. minimum overlap across EFL’s client base. from Far-East markets.
Continuing a long-term focus on network development The Trans American acquisition enables EFL Global The acquisition of Canadian logistics giant LEI Group is
as part of a geographic growth strategy to expand into to strengthen brokerage operations and position as a part of EFL Global’s strategy to scale up operations in the
growing markets, EFL moved into 07 new markets during leading customs broker in the North American market. untapped Canadian market. The acquisition also enables
the year: United Kingdom (UK), Italy, Mexico, Costa Rica, It would also serve to strengthen service capabilities to EFL to strengthen infrastructure capabilities, extend its
The Dominican Republic, Panama, and Brazil. customers, thereby contributing to increased wallet-share. existing suite of services to customers across a variety of
While consolidating EFL’s position in North America, the industries, and continue to grow Far-East operations.
MERGERS AND ACQUISITIONS acquisition also increases exposure to a wider and more
EFL’s growth ambitions are driven by a Mergers and diverse customer base. CUSTOMER VERTICAL DIVERSIFICATION
Acquisition (M&A) strategy aimed at increasing service A key element of EFL’s successful expansion over the last 59
capability and penetration and expanding geographic few years has been a concerted focus on diversification into
reach into new regions, while consolidating the Company’s new customer verticals and future-proofing of the Company.
presence in existing markets. Expansionary efforts are
A decade ago, EFL’s revenue was concentrated across a
fuelled by a strong balance sheet, robust capital structure,
few strategic clients, with primary exposure in the apparel
and optimal gearing ratio.
industry, service portfolio focused on air freight, and
Acquisition of 100% of Locher Evers Group, for a total
The Company completed two strategic acquisitions during business centred around origins in South Asia.
purchase consideration of CAD 83.7 Mn. on a cash-free and
the year under review as part of its long-term strategic plan.
debt-free (CFDF) basis. Today, EFL’s diversification and growth have made it a
This follows three strategic acquisitions completed during
truly global business. The Company has a footprint in
the previous financial year. Trans American Group has almost 40 years of experience
39 countries; entered into new industry verticals such as
in the logistics sector and has grown to become one of
electronics, home furnishing, and auto-spares; and has
the leading brokerage companies in North America with
earned the trust of a large number of strategic accounts
operations in Canada as well. Trans American services
that contribute significantly to profit and revenues. Far-east
some of the largest brands in the United States from the
business constitutes a strong portion of origins business,
F&B, Retail, Automotive and other related industries, with
Acquisition of Trans America Custom Brokers Group, with and the service portfolio has expanded to an even split
minimum overlap across EFL’s client base.
a 100% equity interest for a total purchase consideration of between air and ocean freight.
USD 45.1 Mn. on a cash-free and debt-free (CFDF) basis. Established in 1976, Locher Evers Group (LEI) is amongst
New acquisitions completed during FY 2023 have further
the leading logistics companies in Canada, specialising in
Trans American Group has almost 40 years of experience developed and diversified EFL’s customer base, industry
ocean freight, warehousing, and other logistics services.
in the logistics sector and has grown to become one of exposure, and geographic reach.
With a history of nearly 47 years, the company has a client
the leading brokerage companies in North America with
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2. CUSTOMER CENTRICITY The asset-light model is complemented by strong operating consolidated digital transformation and development
EFL’s business strategy is centered on the customer, leverage based on a cost-structure that incorporates a mix efforts via ITX360, are outlined on page 76. Support
providing a wide suite of services, optimal visibility through of variable and fixed-pay models. These ensure that EFL is for supply-chain visibility through Oki Doki’s integrated
technology, trusted reliability, and the potential to grow into able to maintain stable margins and generate strong returns technology platform are detailed on page 68.
new markets. The Company ensures maximum flexibility in the long-term. Although the Company will continue to be
The CargoWise ERP system that was consolidated during
with a solutions-focused approach that meets the dynamic asset-lite, some investments may be made in asset-based
the previous year has continued to benefit the business,
needs of market conditions and customer expectations. entities to complement EFL’s suite of services.
with seamless connectivity across stations, simplified
At the core of operations is an ecosystem focused on information-sharing, and real-time data availability that
4. SMART PROCUREMENT
building and maintaining strong relationships. EFL’s North supports business decisions. Training programmes for the
EFL works with major air and ocean carriers across the new system continued during the year under the review,
American operations is led by a dynamic team that serves as
globe to procure and maintain sufficient capacity to service equipping and inspiring teams to enhance productivity.
a singular contact point for US-based customers. The team
the demands of a growing base of customers. The Company
works closely with customers, leverages demand-planning EFL’s digital-first freight forwarding suite ensures customers
follows a proactive procurement strategy to ensure customer
60 tools, and engages from point of planning to delivery.
demands are fulfilled and capacity is available and utilised have a user-friendly interface to the Company’s services,
The Company is selective in acquiring customers; in an optimal manner. Developing and maintaining strong improves integration, provides on-demand insights, and
favouring long-term relationships and growth potential relationships with a range of carriers is key to EFL’s success; improves service delivery.
over short-term gains. Teams collaborate with customers developing capacity during crunch periods and ensuring
and partners at origins to ensure better understanding and timeliness and reliability of deliveries. 6. CAPABILITY DEVELOPMENT
closer coordination. As a network company, EFL’s freight EFL’s service portfolio has expanded to encompass a wide
forwarding suite is a key element in improving customer 5. DIGITALISATION range of services, spurred on by recent acquisitions and
experience, satisfaction, and service. Further details of EFL’s Digital transformation remains a key strategic enabler for continuous investment in capability development. While
digital-first freight forwarding suite and efforts to improve EFL; allowing the Company to generate value for customers augmenting customer penetration and increasing exposure
customer experience are described on page 51. through innovative solutions and the highest standards of across customers’ value chains; expansion of services and
service. Digitalisation and automation of processes has also network presence has strengthened EFL’s proposition as a
3. ASSET-LIGHT BUSINESS MODEL led to operational efficiency gains and increased flexibility global third-party logistics (3PL) player.
As a middle-mile logistics service provider, EFL maintains for teams across the business. EFL’s North American domestic logistics business saw
an asset-light model that enables the Company to stay enhanced service capability with stronger competencies in
Operations are supported by an internal development
agile and capitalise on growth opportunities without trucking, warehousing, and brokerage due to acquisitions
process that customises and deploys technology tools
compromising profits and margins. This model allows the that were completed during the year under review.
fit for purpose. The Company utilises models and data
Company to rapidly deploy services to customers and
to anticipate market movements, track and plan against The following section details EFL’s investments in
expand to new geographies in line with market shifts.
customer demand-cycles, and provide solutions that are developing the capability of teams across the globe.
responsive to customer needs. More details of the Group’s
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7. PEOPLE-FIRST Contributing to a performance-driven culture, the Company safety. The Company celebrated mental health week during
As a service-focused logistics business, EFL’s team is a key adopted suitable remuneration schemes, including variable- the year with expert-led awareness programmes as part
driver of the Company’s ability to deliver value and achieve pay, to ensure that employees were rewarded in line with of a concerted focus on mental-health and wellbeing of
long-term goals. As such, developing a highly capable team business performance. Employee remuneration packages employees.
is an utmost strategic priority. The Company continues to considered regional variations and country contexts,
focus on developing skills and capabilities of employees, while ensuring a structured and systematic approach CORPORATE CULTURE
driving learning and development across the organisation, that contributes to employee satisfaction and business The Company continues to invest in creating a progressive
fostering a culture of innovation, and enhancing client performance. workplace that develops teams and fosters employee
engagement. EFL’s value proposition to employees went beyond benefits, engagement. The Group culture and common DNA is
to include a focus on culture, flexibility and work-life inculcated and developed across EFL’s operations around
EFL’s capabilities in domestic logistics, brokerage, and
balance, diversity, mental health, and employee health and the globe.
other products and services grew substantially with two
acquisitions completed during the latter end of the year
under review. The Company focused on integration of new 61
teams and business units to enable a smooth transition
and ensure continuity of services. People management
during acquisitions was handled with a thoughtful and
deliberate approach on the back of strong and continuous
communication. Regional and global leadership were directly
involved in communicating with leadership and teams and
supporting integration in a staggered manner with minimal
impact to employees or business operations.
Logistics
EMPLOYEE ENGAGEMENT Training programmes were guided by business needs and As a global logistics services provider, EFL supports
Rollout of the Darwinbox HR management software varied from technical skill to communication and personal customers in their efforts to track, analyse, minimise, and
continued during the year under review, with 14 countries development. EFL’s global leadership development mitigate their environmental footprint. Having committed to
incorporating the system and 4 others set to go live with programme continued during the year with focus on the Science Based Targets Initiative (SBTI), EFL measures
phased deployment. The integrated HR management country and department heads and middle-managers. Scope 1 and Scope 2 emissions, and is continually refining
software intends to improve employee experience and The programme involved a structured approach that a holistic and dynamic approach to measuring Scope 3
engagement and contributes to the Group’s overall people incorporated psychometric assessments, 360 degree emissions along the freight and logistics supply-chain.
management strategy. feedback, one-on-one coaching, strengths-development, Emission information is made available to customers upon
and targeted training. request in a transparent manner, in alignment with Global
EFL introduced the Applause Awards across all geographies, Logistics Emissions Council (GLEC) and Clean Cargo
wherein country heads and managers nominated In addition to the speed-mentoring programme conducted
frameworks.
outstanding employees who had upheld the Company’s during the previous year; women across EFL’s operations
values. Winners from across the globe were selected around the globe were able to access peer-mentorship and Staying abreast of sustainability efforts on a global scale and
62 based on assessment against EFL’s five corporate values. support alongside focused webinars on pertinent topics. supporting customers in their climate journey; EFL works
The programme helped reinforce values and strengthen with airline partners to develop low-emission solutions
corporate culture across the Company’s operations. 8. SUSTAINABLE LOGISTICS that promote Sustainable Aviation Fuels (SAF), which are
EFL is a responsible global partner committed to ushering revolutionising the sustainability of air freight.
EFL’s Global Goodness programme, detailed on page 63,
in a cleaner and greener supply-chain, collaborating and Working with suppliers and partners, EFL’s stringent
supported a number of projects during the year, giving
engaging with local communities, and addressing global supplier assessment criteria incorporates sustainability and
employees the opportunity to engage in community
challenges aligned with the Global Goals (UN SDGs) and as environmental assessments. Going further, the Company
development and conservation work.
a signatory of the United Nations Global Compact (UNGC). launched a Supplier Sustainability Code of Conduct, which
The Company’s sustainability strategy incorporates these encourages suppliers to adhere to sustainable processes
TRAINING AND DEVELOPMENT
aspects and integrates sustainability with core operations and obtain necessary certifications and accreditations that
During the year under review, training and development and corporate values. enhance their sustainability performance. The Code of
efforts focused on improving team capabilities for supply-
Conduct will be utilised as part of EFL’s supplier onboarding
chain management and local market development. The GREENING THE SUPPLY CHAIN process, requiring suppliers to disclose information pertinent
team was also strengthened with new capabilities in the
Recognising the pivotal role EFL can play in the larger to their sustainability performance, including Labour and
e-commerce space.
logistics sector and the supply chain of numerous industries, Human Rights, Governance, Sustainability, and Ethical
the Company works with customers, suppliers, and partners Sourcing.
to pursue environmental goals and support decarbonisation
across the supply chain.
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EFL is also continuously engaged in multi-stakeholder ENVIRONMENTAL FOOTPRINT OF OPERATIONS Hong Kong Recycles (Hong Kong)
dialogue and discourse, as a member of industry working Despite EFL’s relatively small direct environmental impact
groups such as Business for Social Responsibility (BSR) as a logistics service provider, the Company continued
Sustainable Air Freight Alliance (SAFA) and Clean Cargo to take concrete steps toward minimising and mitigating
Working Group (CCWG). Engagement with industry peers the environmental impact of operations. As a responsible
and partners enables EFL to collaborate in making the corporation, EFL is working toward assessing and
supply chain greener, while offering customers the best establishing ambitious emissions-reduction goals.
possible solutions in alignment with their environment goals.
Having achieved ISO 14001:2015 certification for all EFL
EFL GLOBAL GOODNESS warehouses, the Company’s subsidiary EFL 3PL holds
ISO 14064:2006 as well as receiving the LEED GOLD
The Global Goodness initiative, launched in 2019, is
Accreditation.
EFL’s pioneering programme that advocates for social
and environmental consciousness among employees and EFL measures environmental performance against
contributes to the Company’s delivery of its sustainability clearly defined internal emission-reduction and waste-
63
agenda and strategy. The programme engages employees reduction targets, which are mainstreamed as performance EFL Hong Kong kicked off a weekly recycling initiative
in volunteerism and initiates or supports long-term indicators for business units. During the year under review, with HK Recycles to ensure waste is categorized
development and conservation projects aligned with 06 the Company continued to invest in renewable energy and properly transported to recycling plants. This
UNSDGs that have been identified as most material to generation and finalised a Zero-Waste Policy that was initiative has enabled EFL Hong Kong to ensure waste
EFL’s operations. rolled out across the business. EFL’s Zero-Waste Policy generated is collected and disposed responsibly.
encourages global stations to adopt the 5R concept of
During the year under review, EFL launched a number of Transition of EFL’s India station to a completely
Refuse, Reduce, Reuse, Repurpose, Recycle with regard
large-scale projects across its global operations, centered paperless model was another significant achievement
to waste management. The policy provides guidance on
on ecosystem conservation and climate change mitigation during the year. EFL 3PL retained carbon neutral
waste management practices and aims to minimise waste
through reforestation and afforestation; waste minimisation certification during the year while adding renewable
generation while ensuring waste management best practices
and management; and community development. Projects energy generation capacity.
are adopted across operations.
and their impact are detailed on page 63.
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EFL Global Goodness projects Thaali Kulam and Urban Afforestation (India) Reforesting Tanay (Philippines)
64
GRI: 304-2
Launched in 2020 to restore Thaali Kulam, a body of EFL Philippines partnered with the Haribon Foundation,
ENVIRONMENTAL CONSERVATION water situated in South Chennai, India; the project a renowned environmental conservation organisation
Revive Bundala (Sri Lanka) took a phased approach to ecosystem recovery, in the Philippines, to reforest a plot of land in Tanay,
initiated as a partnership between EFL India and the situated east of Manila.
Environmentalist Foundation of India (EFI).
EFL employees volunteered and supported reforesting
The project’s second phase commenced in 2022 efforts. A total of 2,500 saplings will be planted across
with the launch of “ForesTree”; an urban afforestation two phases under this project. The first phase was
project at Rathinamanalam, southwest of Chennai. completed in 2022 and 1,250 saplings were planted.
Forty EFL Global volunteers worked to plant a total of
210 native “Pungai” (Pongamia) tree saplings during
this initiative, increasing the total number of saplings
at the site to 460. A solar powered bore and watering
system was also installed at the location to ensure
long-term sustainability of the project.
In 2019, EFL adopted 600 acres of the Bundala
National Park in Sri Lanka to replant 125,000 trees over
5 years. Over 91,000 saplings have been planted at
present, with 26,500 saplings planted during FY 2023.
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Protect the Ocean (Nicaragua) Coast Preservation (Hong Kong) Play Pump (South Africa)
EFL supports local communities residing in the vicinity Many communities in Kenya, especially schools,
of the park, by creating employment opportunities operate under poor sanitary conditions hindering
EFL El Salvador in collaboration with FUNZEL, a during the planting process. Dry ration packs were also children’s academic activities. Identifying this concern,
renowned conservation organisation, conducted an distributed among community members to uplift their EFL Kenya launched “Greater Hygiene” to construct
awareness session on the impact of plastics on marine livelihoods in the face of Sri Lanka’s economic crisis. EFL a latrine at the Utumishi Primary School, benefiting
life and ecosystems, followed by a coastal clean-up also supports the upliftment of children at the Bundala more than 900 students.
and release of sea turtle hatchlings. Primary School, one of the oldest schools in Sri Lanka.
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Clean Water (Vietnam) EFL 40th Anniversary Projects Football Kits and Equipment –
Bakinigahawela Muslim Central College, Bibile
On EFL’s 40th anniversary around March 2022,
Expolanka’s Founder committed to sponsoring and
implementing 40 projects over 4 years to support the
most vulnerable communities in Sri Lanka. In alignment
with needs on the ground, EFL partnered with local
educational institutions to support development of
infrastructure and facilities so they can provide children
with a higher standard of education and an improved
school life.
Logistics
Desktop PC Donation 50 children up to 18 years old, held at Lady Andal Testament to EFL 3PL’s dynamic work environment, the
Jaffna Library, Jaffna School in Chennai, offering academic support along Company was recertified as a Great Place to Work for the
with co-curricular activities such as photography, 3rd time, and was ranked within the top 50 institutions in
Donation of two Desktop PCs to the Jaffna Library computer studies, martial arts, and other community- Asia during FY 2023.
in Sri Lanka to strengthen their e-learning area. based programmes to complement schoolwork.
EFL 3PL has won Gold in B2B Brand of the Year Category
The donation is also expected to improve the quality of
for the second consecutive year at the SLIM Brand
education of a large number of children who will utilise
Excellence awards. The award is a testament to the
the newly installed PCs.
exceptional performance demonstrated by the company
over the years.
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Logistics
Leisure
70
Classictravel
A w o r l d o f d i f f e r e n c e
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Integrated Annual Report 2022/23
Leisure
Leisure
SECTOR PERFORMANCE
Expolanka’s travel cluster was strongly positioned to
capitalise on resurgence and momentum of the global
and local travel sector. The cluster leveraged new growth
opportunities in the market and achieved an outstanding
performance during the year under review.
Leisure
0.57%
FINANCIAL HIGHLIGHTS
Leisure
The cluster’s transformational strategy implemented effective procurement to ensure that pricing remained Building on the digitalisation journey that we embarked on
in 2020/21 to gear up for future expansion has yielded competitive. The sector’s value-based service portfolio, during the period of lockdown, Classic Travel launched a
favourable outcomes. The sector recorded a revenue of providing a differentiated experiential service to customers, new platform in January 2023 for the B2B market that was
Rs. 3,098 Mn., which is a 218% YoY increase. The cluster’s continued to be a boon during the year; enabling effective aimed at driving the topline and contributing to improved
Corporate Travel segment continues to contribute the performance at a transactional level. procurement. In the months that followed the launch, we
largest volume of revenue, supported by the outbound recorded strong progress in onboarding B2B agents.
Classic Travel maintained its dominant position in the
leisure segment. The sector’s strong performance was
Sri Lankan corporate travel market, holding a significant
driven by revival of international travel, restarting of the SECTOR STRATEGY
portion of the market share. The Company’s reputation and
MICE sector, pent-up demand for corporate travel, and PORTFOLIO STRENGTHENING
track record have made it the preferred agency for many of
growth opportunities related to student and emigrant
Sri Lanka’s leading companies for their international travel On the back of consolidation, realignment, and right-sizing
travellers. Inbound destination management also showed
needs. Our efforts to expand our customer base proved during the pandemic period, Classic Travel’s core operations
favourable results, on the back of onboarding one of the
successful and we were able to win new corporate accounts catering to the corporate market were strengthened by new
largest franchises from Europe.
in the apparel, technology, manufacturing, exports, services, segments that were experiencing significant growth. 73
Sri Lanka faced a challenging start to the 2022/23 financial and gem and jewellery industries, which contributed to our
In the 2022/23 financial year, we capitalised on opportunities
year due to the economic crisis and political unrest. strong performance.
presented by outbound student travel and increasing
However, Expolanka’s leisure sector recorded strong
out-migration resulting from Sri Lanka’s protracted economic
consistent performance throughout the four quarters despite GREAT PLACE TO WORK 2022
crisis. We also continued to strengthen our augmented
market conditions.
Classic Travel was certified as a “Great Workplace in service portfolio, including experiential travel offerings,
Supported by an efficient cost structure resulting from Sri Lanka” for the 8th consecutive year. This accolade serves medical facilitation services, travel insurance, visa services,
our rightsizing efforts, disciplined cost management, and as a testament to the company’s strong corporate values and other ancillary services at the airport.
increased productivity measures, the cluster achieved strong and commitment to maintaining a positive and supportive
operating leverage with improved margins. As a result, work environment. As a service provider, we recognise INBOUND TRAVEL
Classic Travel delivered its best financial performance on that our most important asset is our staff. We take pride in Classic Destinations, which manages inbound operations
record with an increase in turnover of over 78% compared to prioritising the health and safety, as well as the satisfaction gained prominence and market share in Sri Lanka’s tourism
pre-COVID levels. This exceptional performance was driven and engagement, of our team. industry during the year. Although Sri Lanka experienced
by growth in market share, efficient procurement, and the a significant downturn in tourist arrivals during the second
With our complete suite of services and commitment to
Company’s consolidation of a lean operating structure and and third quarters of 2022, we were able to recover
providing after-sales guarantees, we were able to offer
business model during the last few years. well, with stability returning towards the end of the year.
customers dependability and reliability at an uncertain and
Despite airfare remaining at a premium across markets and challenging time. In addition, we were able to capitalise To achieve this, we implemented a well-planned strategy,
carriers, we maintained relatively competitive pricing for on the uptick in the MICE market and group travel, which making key investments, and dedicating time and effort to
customers through our strong, long-standing relationships had been stagnant following the 2019 Easter attacks and strengthen our destination offering, with a particular focus
with many leading airlines. Our main focus remained on COVID-19 pandemic. on experiential travel in niche markets.
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Leisure
Classic Destinations acquired the franchise to represent CAPACITY DEVELOPMENT Through our consolidated operation that offers
the Liberty Group in Sri Lanka and the Maldives, and we The continuous development of our team and investment comprehensive travel solutions, we were able to present
have commenced operations in 2023. Liberty International in digitalisation of our operational processes are crucial customers, B2B agents, and small to medium-scale travel
Tourism Group brings over 30 years of expertise, with to attaining scalability, while maintaining an efficient agencies with competitive rates and packages.
established offices on all continents and covering over and cost-effective structure.
90 countries worldwide. The tie-up with Liberty Group
would scale up the sector’s market network, increase Digitalisation, which was scaled up during the pandemic
lockdown, led to the automation of several internal
FUTURE OUTLOOK
MICE movement, and support development of offerings
to high-end leisure travellers. processes, greater efficiency and improved customer A REBOUNDING TRAVEL SECTOR
experience. These improvements now offer greater agility
In addition, we have continued to build the Classic The global tourism industry experienced a robust
and help support our asset-light framework, which in turn rebound in the 2022/23 period, with over 900
Wildlife brand, which was launched last year to promote helps position the business for growth and expansion. million tourists travelling internationally during the
a differentiated value-added product offering, which sets year 2022. This marked a twofold year-on-year
Classic Travel continues to prioritise the development,
74 us apart from our competitors.
motivation, and empowerment of staff through a strategic
(YoY) increase. All regions experienced noteworthy
growth in international tourist arrivals, except for
CUSTOMER-CENTRICITY approach that focuses on building and retaining a Asia and the Pacific, which only reached 23%,
high-performing team. By fostering a culture of excellence primarily due to more stringent pandemic-related
As a result of the COVID-19 pandemic, we observed
and providing opportunities for growth and advancement, restrictions, which only eased in late 2022. Several
a significant drop in the number of travel agencies in the
we believe that our employees can achieve their full potential regions worldwide are projected to reach 80% to
local market, As a result, many agencies were unable to 95% of their pre-pandemic levels of international
while delivering outstanding results for the company. We
meet customer expectations or offer reliability in a dynamic tourist arrivals in 2023/24. Nevertheless, the extent
are dedicated to creating a workplace where everyone feels
environment. In spite of the volatile market conditions, of global economic slowdown, recovery of travel
valued and supported, and where individual contributions in Asia and the Pacific, and development of the
we maintained our commitment to delivering exceptional
are recognised and rewarded. war in Ukraine, would continue to influence
service and value to our customers, which we consider to
international travel.
be core strengths.
PARTNER DEVELOPMENT
Our investments during the year enhanced call centre Procurement is a critical component of our business and we
services and customer experience platforms, improving our continued to be the preferred service provider for a majority
reliability and responsiveness overall; a key value-add in the of the leading international airlines. We also expanded our
world of corporate travel. capabilities in the areas of accommodation, insurance and
other value-added services, by strengthening new and
existing local and international partnerships.
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Leisure
Investment
76
Operations centred on
two key growth verticals:
international trading and
Information Technology
services.
EXPOLANKA LIMITED
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Investment
Investment
FINANCIAL HIGHLIGHTS
Key performance indicators FY 2022/23 FY 2021/22 Change EBIT contribution from sector
Rs. Mn. Rs. Mn. %
Investment
Revenue 6,532 3,644 79
1.44%
Gross profit 1,569 647 143
Investment
SECTOR STRATEGY
BEST-IN-CLASS SYSTEMS AND PROCESSES
EXPORT OPERATIONS THROUGH STRATEGIC
PARTNERSHIP ITX360 completed progress toward achieving ISO
27001 Information Security Management certification.
The year under review saw realignment of the cluster
This is addition to existing ISO 9001 certification for
strategy through exploration of a strategic partnership
Quality Management and ISO 14001 certification
with a competent party for management of trading
for Environmental Management. Support service
operations, on a profit-share basis. The partnership
operations were strengthened during the year with ITX
brought in a very competent team having strong
Care, a fully automated help-desk system put in place
international exposure in the trade.
to enhance service quality. After-sales services and
service engagements were also standardised to better
GO-TO-MARKET STRATEGY FOR
meet customer requirements.
DIGITAL SOLUTIONS
Investment in strengthening and standardising a robust 79
go-to-market strategy saw success, with the Company
acquiring several new clients representing a variety
of industries and levels of maturity; from major global
multinational corporations to medium-scale enterprises
looking to re-energise their businesses through digitalisation.
CAPABILITY DEVELOPMENT
The Group retained a focus on strengthening capabilities;
recruiting qualified and experienced talent, and continuing
to invest in employee engagement. A dynamic workplace
culture and growing visibility in the IT sector saw ITX360
recertified as a Great Place to Work and ranking amongst
the top 10 enterprises in the IT sector.
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Investment
IT SOLUTIONS
FUTURE OUTLOOK The ICT industry remains a rapidly growing and
Downtrend of the global economy coupled with the evolving sector around the globe and in Sri Lanka.
scale of Sri Lanka’s economic crisis presented a Sparked by pandemic-induced disruptions and
plethora of challenges during the year under review. changes to ways of doing business, digital
transformation projects by corporations and upgrade of
EXPORT OPERATIONS legacy systems creates strong prospects for growth.
Sri Lanka’s trade deficit narrowed to its lowest point Future opportunities abound in areas such as Machine
in decades on the back of stringent curbs on imports. Learning (ML) and Artificial Intelligence (AI), cloud and
However, Sri Lanka’s economic crisis and resultant edge computing, and process automation. Industry
fuel shortages, aftershocks of the drastic ban on disruptors such as decentralisation and Web3 are
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Investment
COMPLIANCE REPORT
82
share has been computed based on the amount of INVESTMENTS Note: Mr Hitoshi Kanahori resigned with effect 31 March 2023 and was
replaced by Mr Junji Shimasaki. Mr Bokuto Yamauchi was appointed as
dividends recognised as distribution to the equity holders Investments of the Company in subsidiaries, associates, joint the Chairman and Mr Ha Yo was appointed as an Executive Director.
during the period. As required by Section 56 (2) of the ventures and other external equity investments amounted to
Companies Act No. 7 of 2007, the Board of Directors has The Directors’ brief profiles are given in the Board of
Rs. 4,676,972,116 (2022 – Rs. 4,646,972,116) respectively.
confirmed that the Company satisfies the solvency test in Directors section of the Annual Report.
Detailed description of the short and long-term investments
accordance with Section 57 of the Companies Act No. 7 of held as at the balance sheet date, are given in pages 138 to
2007, and has obtained a certificate from the Auditors, DIRECTORS REMUNERATION
141 the Financial Statements.
prior to declaring the dividend. Directors’ remuneration, in respect of the Company for the
STATED CAPITAL MOVEMENTS financial year 2022/23 is Rs. 108,983,397 (Rs. 78,591,566
DONATION was paid as remuneration for Executive Directors and
There was no movement in the stated capital during the year
The Company made a total donation of Rs. 111,492,341 Rs. 30,391,840 was paid to Non Executive Directors of
under review and is given below;
(2022 – 47,246,680) and the Group made a total donation of the Company). Directors’ remuneration in respect of the
Rs. 281,966,058 (2022 – Rs. 144,568,477) during the Stated capital Rs. Company’s Subsidiaries for the financial year 2022/23 is
84 financial year 2022/23. The amounts do not include Rs. 1,480,066,225.
As at 1 April 2022 4,097,985,000
contributions on account of Corporate Social Responsibility
(CSR) initiatives. The CSR initiatives, including completed
Movements during the year – AUDIT COMMITTEE
and on-going projects, are detailed in the sustainability As at 31 March 2023 4,097,985,000 The following Directors serve the Audit Committee;
report of the Annual Report.
DIRECTORATE • Sanjay Kulatunga – Chairman
PROPERTY, PLANT AND EQUIPMENT The names of the Directors who held office at the end of the
• Harsha Amarasekera – Member
The book value of property, plant and equipment of financial year are given below. The report of the Audit Committee is given under the section
the Company as at the balance sheet date amounted of Corporate Governance of the Annual Report.
• Hitoshi Kanahori – Chairman
to Rs. 25,062,425 (2022 – Rs. 22,612,805) and
Rs. 9,894,496,716 (2022 – Rs. 5,750,794,286) for the • Hanif Yusoof – CEO/Executive Director REMUNERATION COMMITTEE
Group. Capital expenditure for the Company and the • Ha Yo – Non-Executive Director The following Directors serve the Remuneration Committee;
Group amounted to Rs. 10,975,564 (2022 – Rs. 5,886,105) • Bokuto Yamauchi – Non-Executive Director
and Rs. 5,095,271,733 (2022 – Rs. 1,958,160,799) • Harsha Amarasekera – Chairman
• Sanjay Kulatunga – Non-Executive Independent Director
respectively. The Board believes the carrying value of • Sanjay Kulatunga – Member
properties are approximately reflecting of the fair value. • Harsha Amarasekera – Non-Executive Independent Director
The report of the Remuneration Committee is given under
Details of property, plant and equipment and their the section of Corporate Governance of the Annual Report.
movements are given in Note 3 to the Financial Statements.
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Integrated Annual Report 2022/23
The report of the Related Party Transactions Review 1. SG Holdings Global Pte Ltd. 1,611,532,626 82.43 1,611,532,626 82.43
Committee is given under the section of Corporate 2. Mr H Yusoof 147,021,464 7.52 147,021,464 7.52
Governance of the Annual Report. Further, the Board 3. Sri Lanka Insurance Corporation Ltd. Life Fund 22,266,867 1.14 22,266,867 1.14
confirms that the transactions incurred between Related
4. Mr F Kassim 13,001,592 0.67 4,217,484 0.22
Parties which are listed in Note 28 are in compliance with
5. Hatton National Bank PLC/Subramaniam Vasudevan 4,062,920 0.21 4,513,430 0.23
Colombo Stock Exchange Listing Rule 9.3.2 and the 85
Code of Best Practices on Related Party Transactions 6. Sri Lanka Insurance Corporation Ltd. – General Fund 3,510,519 0.18 3,510,519 0.18
under the Securities and Exchange Commission Directive 7. Nuwara Eliya Property Developers (Pvt) Ltd. 2,444,868 0.13 2,434,868 0.12
issued under Section 13(c) of the Securities and Exchange 8. Mr S Senthilnathan 2,379,256 0.12 2,379,256 0.12
Commission Act. 9. Simonas Trust Service Pvt Ltd. 2,261,768 0.12 2,261,768 0.12
10. Commercial Bank of Ceylon PLC/G S N Peiris 2,006,515 0.10 3,070,000 0.16
SHARE INFORMATION
11. Rush Japan Corporation 1,976,622 0.10 1,515,477 0.08
The distribution and composition of shareholders and the
12. Mr M H Omar 1,935,875 0.10 1,935,875 0.10
information relating to share trading is given in the Share
13. Phantom Investments (Pvt) Ltd. 1,730,000 0.09 1,470,000 0.08
Information section of the Annual Report. Given below,
are details of shareholding, pertaining to the Directors of 14. Amana Bank PLC/Mr Mohamed Nayaz Deen 1,340,477 0.07 1,340,477 0.07
Expolanka Holdings PLC, as at 31 March 2023 14.1 Seylan Bank PLC/Mohamed Nayaz Deen 912,887 0.05 912,887 0.05
15. Northern Trust Company S/A Legal & General Icav 1,290,141 0.07 1,290,141 0.07
Name of Director 31 March 2023
16. Mr M I M Shafie 1,200,000 0.06 1,057,000 0.05
Hitoshi Kanahori Nil 17. Mr S A Mohamed Basheer 1,111,000 0.06 1,111,000 0.07
Hanif Yusoof 147,021,464 18. Seylan Bank PLC/Hiline Towers (Pvt) Ltd. 1,046,350 0.05 20,000 0.06
Ha Yo Nil 19. Mr A H Musthakeem 1,033,000 0.05 1,033,000 0.05
Harsha Amarasekera Nil 20. Acuity Partners (Pvt) Limited/Mr Elayathamby
Sanjay Kulatunga Nil Thavagnanasooriyam/Mr Elayathamby Havagnanasundaram 1,000,212 0.05 1,000,212 0.05
Bokuto Yamauchi Nil 1,825,064,959 93.36 1,815,894,351 92.89
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2. Income statement of the Company and its subsidiaries, The External Auditors, Messrs. Ernst & Young, reappointed HANIF YUSOOF
which presents a true and fair view of the profit and loss in terms of Section 158 of the Companies Act were provided Director
of the Company and its subsidiaries for the financial year. with every opportunity to take whatever steps and undertake 30 June 2023
whatever inspections that they considered being appropriate
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Below table depicts the date of the meetings and the key areas of discussion;
Meeting date Key points of discussion Meeting date Key points of discussion
27 April 2022 y Update on the Related Party Borrowings as of 27 April 2022. The Committee was 27 October y Update on Related Party Borrowings as of 27 October 2022 and review of
informed on the loans repaid to the parent entity since the start of the 2022 comparative funding rates. Discussion pertaining to the facility lines with financial
4th Quarter of FY 22. It was noted that the borrowing cost has increased due to institutions and the current outstanding.
higher funding cost. y Status update on conclusions reached pertaining to Transfer Pricing Compliance
y The timing of future repayments was discussed. The Committee evaluated the Requirements for local subsidiaries. The companies which were required to comply
facilities available globally to address Geo-political challenges. The mechanism of with the local transfer pricing compliance requirements had maintained required
mobilising working capital for global requirements were revisited. benchmarks to establish arm’s length principle.
y Discussion on the current Credit Facility with Parent entity to accommodate working y Findings of the Initial study done for the Transfer Pricing model in Singapore was
capital requirements stemming from increase in business. Update on the current presented. The Committee also discussed the future steps required to complete the
reserve position and the ability to accommodate dividends was discussed. model.
y Update on the status of compliance required by Multinational Groups exceeding the y Update on the status of compliance required by Multinational Groups exceeding the
respective threshold in line with OECD BEPS Action 13 requirements.
90 respective threshold in line with OECD BEPS Action 13 requirements.
26 July 2022 y Update on the Related Party Borrowings status as of 26 July was provided to the
25 January y Update on Related Party Borrowings as of 25 January 2023. Committee was
2023 appraised on the borrowing being fully settled to the parent. It was noted that profit
committee. The adequacy of the current funding lines available to the Group to meet
realisation and efficient collection of debtors resulted in settling the borrowings.
future business requirements was discussed. The committee was also appraised on
the steps taken to establish facility lines regionally to overcome the challenges in y Discussion on the adequacy of credit facility lines with the Parent entity to cater to
Sri Lanka. future business requirements. The committee evaluated the current requirement in
line with the projected business and was given an update on
y Update was provided on Sri Lankas’ Transfer Pricing regulations and the necessary the reserve position of the Group.
disclosures that must be made for companies exceeding the threshold.
y Status update on conclusions reached pertaining to Transfer Pricing Compliance
y Update on the Transfer Pricing study done for entities with strategic significance Requirements for Subsidiaries globally. The companies which were required to
to the Group. Discussion on the approach taken to create a transfer pricing policy comply with the local transfer pricing compliance requirements had maintained
framework and establishing economic substance in these entities. required benchmarks to establish arm’s length principles.
y Update on the status of compliance required by Multinational Groups exceeding the y Update on the status of compliance required by Multinational Groups exceeding the
respective threshold in line with OECD BEPS Action 13 requirements. respective threshold in line with OECD BEPS Action 13 requirements.
SANJAY KULATUNGA
Chairman
Related Party Transactions Review Committee
30 June 2023
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Below table depicts the date of the meetings and the key areas of discussion; them to the Board for its deliberations. Accordingly, the
Committee reviewed the following;
Meeting Date Key Points of Discussion
• Adequacy and effectiveness of the internal controls,
27 April 2022 y Review of Quarterly Financials for the period ending 31 March 2022 including foreign exchange rate impact on systems, and procedures to provide reasonable
the financials.
assurance on the reported financials.
y Review of Consolidated Financial Statements for the year ending 31 March 2022 and recommendation to the
Board for approval. • Appropriateness of the accounting policies adopted,
y Meeting with External Auditors, Ernst & Young Partner to review Key Audit Matters, Key Audit Considerations and key judgments and estimates used in preparation of
Audit Deliverable Status of component auditors. Financial Statements.
y Status and progress update on the income tax assessments of the Group. • Compliance with Sri Lanka Accounting Standards
(SLFRSs & LKASs) and other regulatory provisions
26 July 2022 y Discussion on customer invoicing efficiency, debtor collection and cashflows.
relating to financial reporting and disclosures and
y Review of Financial Statements for the quarter ending 30 June 2022 and recommendation to the Board for approval.
monitored the progress on the implementation of any
y Discussion on strengthening of risk governance and reporting process of the Group including cyber security. new Accounting Standards. 93
y Status and progress update on the income tax assessments of the Group.
• Quarterly financial reports and Annual financial reports
27 October 2022 y Discussion on the timely payment of receivables due from strategic customers. prior to the recommendation of the same to the
y Review of Financial Statements for the quarter ending 30 September 2022 and recommendation to the Board for approval.
Board for approval.
The Committee is satisfied that the Company and its
y Status update on J-Sox Readiness Project on the design and implementation and operating effectiveness of key
internal controls covering the business and IT processes. subsidiaries are able to continue as a going concern.
y Status and progress update on the income tax assessments of the Group. Further, the Committee is also satisfied that the Company
has made adequate disclosures in the Financial Statements
26 January 2023 y Discussion on the timely payment of receivables due from strategic customers. in relation to the same.
y Review of key recommendations for improvement arising from J-Sox Readiness Project.
y Status update on the internal audits of the Group and performance review of outsourced Internal Auditor. INTERNAL AUDIT, INTERNAL CONTROLS
y Review of Financial Statements for the quarter ending 31 December 2022 and recommendation to the AND RISK MANAGEMENT
Board for approval.
The Audit Committee, as a subcommittee of the main
y Review of external audit plan, audit approach, timelines, key audit matters and areas of focus.
Board exercises oversight over the internal audit function.
y Status and progress update on the income tax assessments of the Group.
The risk based internal audit plans are approved by the
Audit Committee which reviews the internal audit findings,
FINANCIAL REPORTING recommendations and action plans with the Management
The Committee oversees the Company’s financial reporting on behalf of the Board of Directors as part of its responsibility and the Internal Auditors.
and reviews the Quarterly and Annual Financial Statements with the Management and the External Auditors and recommends
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The Committee reviewed the ongoing effectiveness of for continuous listing requirement of SGH, the parent The Committee reviewed the nature of services provided
the Company’s processes as a part of its wider review company of Expolanka Holdings PLC. Deloitte, Japan was by the Auditors and has determined that the Auditors
of the effectiveness of internal controls. Review of risks engaged to provide advisory and EY, Sri Lanka assigned were independent on the basis that they did not carry
and internal controls encompassed periodic discussions by Deloitte, Japan provided independent assurance on the out any management related functions of the Company.
with Senior Management and meetings with External and operating effectiveness of internal controls covered under The Committee has recommended to the Board, having
Internal Auditors. The Committee is also updated on the the scope. considered their independence and performance,
business risk, legal & compliance risk, operational risk etc. Messrs. Ernst & Young (EY), re-appointed as the lead/
of the Group through the Risk Committee minutes which EXTERNAL AUDIT consolidation Auditors of the Group for the financial year
are tabled at Audit Committee meetings. The Committee The Audit Committee met the Company’s Principal Auditors ending 31 March 2024 subject to the approval by the
deliberates on the findings with management, advice and Messrs. Ernst & Young along with the management prior to shareholders at the forthcoming Annual General Meeting.
where necessary escalate to the Board for further action. the commencement of the external audit and discussed the
The key risks associated with the business are given in the External Auditor’s Audit plan, audit approach and scope of CONCLUSION
Risk Management Report on pages 202 to 211. the audit. The Audit Committee is of the view that the internal control
94 environment within the Company is satisfactory and
Internal control self-assessment for the companies within The Committee reviewed the quality of the financial
Expolanka Group and compliance audit on the same was provides reasonable assurance that the financial position
reporting, the reasonableness of significant accounting
carried out twice during the year to ensure internal controls of the Company is adequately monitored based on the
judgments and estimates and the clarity of disclosures in
specified by Japan’s Financial Instruments and Exchange reports submitted by the External Auditors and the Internal
the Financial Statements, along with the assessment of the
Law are being established group-wide as part of continuous Auditors Of The Company, assurance provided by the Senior
Company’s internal controls over financial reporting with
listing requirement of the ultimate parent company. Management, and the discussions with the Management
the Auditors and the Management. The Interim Financial
The Committee noted that all the internal controls assessed and the Auditors.
Statements of the Company have been reviewed by the
under the scope for the period 2022/23 was reported as Audit Committee Members at Audit Committee Meetings,
effective in the assessment report issued by the auditors of prior to release of same to the Regulatory Authorities and
the ultimate parent company. On behalf of the Audit Committee
to the shareholders.
Further, the Committee noted that J-sox self-assessment Further, a quarterly accounts review engagement is
exercise, an in-depth review of internal controls pertaining performed by Ernst & Young for the key entities of the
to business processes of key entities and application Group in collaboration with the component auditors as
controls and information technology General Controls per the requirement of the auditors of the parent company
(ITGC) of key systems within the Group was performed to provide greater assurance on the reported financials. SANJAY KULATUNGA
during the year to test the design and implementation Chairman
and operating effectiveness related to financial reporting. The Committee reviewed the results of the external Audit Committee
This self-assessment is a requirement under J-Sox audit and the recommendations of the Auditors and
30 June 2023
compliance which is mandatory to be performed annually discussed key points with the management in order to
take necessary action.
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INDEPENDENT ASSURANCE REPORT TO Such Criteria were specifically designed for purpose of ERNST & YOUNG’S RESPONSIBILITIES
THE BOARD OF DIRECTORS OF EXPOLANKA assisting you in determining whether Entity’s Economic, Our responsibility is to express a conclusion on the
HOLDINGS PLC Environment, Social and Governance (EESG) indicators presentation of the Subject Matter based on the evidence
of the Entity’s Integrated Annual Report FY 2022/23 is in we have obtained.
SCOPE accordance with the relevant criteria; As a result, the subject 95
We have been engaged by Expolanka Holdings PLC matter information may not be suitable for another purpose. We conducted our engagement in accordance with the
(“the Entity”) to perform a “limited assurance engagement,” Sri Lanka Standard for Assurance Engagements Other
as defined by Sri Lanka Standard on Assurance EXPOLANKA HOLDINGS PLC’S Than Audits or Reviews of Historical Financial Information
Engagements, here after referred to as the engagement, RESPONSIBILITIES (SLSAE 3000 (Revised), and the terms of reference for this
to report on the Economic, Environment, Social and engagement as agreed with the Expolanka Holdings PLC
Expolanka Holdings PLC’s management is responsible for
Governance (EESG) indicators of the Entity’s Integrated on 1 June 2023.Those standards require that we plan and
selecting the Criteria, and for presenting the EESG indicators
Annual Report (the “Subject Matter”) as of 31 March 2023. perform our engagement to obtain limited assurance
contained in the Integrated Annual Report in accordance
about whether, in all material respects, the Subject Matter
with that Criteria, in all material respects. This responsibility
CRITERIA APPLIED BY EXPOLANKA is presented in accordance with the Criteria, and to issue
includes establishing and maintaining internal controls,
HOLDINGS PLC a report. The nature, timing, and extent of the procedures
maintaining adequate records and making estimates that
selected depend on our judgment, including an assessment
In preparing the Subject Matter, Expolanka Holdings PLC are relevant to the preparation of the subject matter, such
of the risk of material misstatement, whether due to fraud
applied the following criteria (“Criteria”): that it is free from material misstatement, whether due to
or error.
fraud or error.
y The Global Reporting Initiative’s (GRI) Sustainability Reporting
Guidelines, publicly available at GRI’s global website www.
globalreporting.org.
Partners: H M A Jayesinghe FCA FCMA, R N de Saram ACA FCMA, Ms. N A De Silva FCA, W R H De Silva FCA ACMA, Ms. Y A De Silva FCA, Ms. K R M Fernando FCA ACMA, N Y R L Fernando ACA,
W K B S P Fernando FCA FCMA, Ms. L K H L Fonseka FCA, D N Gamage ACA ACMA, A P A Gunasekera FCA FCMA, A Herath FCA FCMA, D K Hulangamuwa FCA FCMA LLB (London),
Ms. G G S Manatunga FCA, A A J R Perera ACA ACMA, Ms. P V K N Sajeewani FCA, N M Sulaiman ACA ACMA, B E Wijesuriya FCA FCMA, C A Yalagala ACA ACMA
Principals: W S J De Silva BSc (Hons)-MIS MSc-IT, G B Goudian ACMA, D L B Karunathilaka ACMA, Ms. P S Paranavitane ACA ACMA LLB (Colombo), T P M Ruberu FCMA FCCA
A member firm of Ernst & Young Global Limited
EXPOLANKA HOLDINGS PLC WHO CHAIRMAN’S GROUP CEO’S OUR OUR COMPLIANCE FINANCIAL SUPPLEMENTARY
WE ARE MESSAGE REVIEW GROUP BUSINESSES REPORT REPORT INFORMATION
Integrated Annual Report 2022/23
We believe that the evidence obtained is sufficient and Although we considered the effectiveness of management’s We also performed such other procedures as we considered
appropriate to provide a basis for our limited assurance internal controls when determining the nature and extent necessary in the circumstances.
conclusions. of our procedures, our assurance engagement was not
designed to provide assurance on internal controls. EMPHASIS OF MATTER
OUR INDEPENDENCE AND Our procedures did not include testing controls or Economic, Environment, Social management data/
QUALITY CONTROL performing procedures relating to checking aggregation information are subject to inherent limitations given their
We have maintained our independence and confirm that or calculation of data within IT systems. nature and the methods used for determining, calculating
we have met the requirements of the Code of Ethics for A limited assurance engagement consists of making and estimating such data.
Professional Accountants issued by CA Sri Lanka and have enquiries, primarily of persons responsible for preparing We also do not provide any assurance on the assumptions
the required competencies and experience to conduct this the subject matter and related information and applying and achievability of prospective information presented in the
assurance engagement. analytical and other appropriate procedures. Integrated Annual Report.
EY also applies International Standard on Quality Control 1, Our procedures included:
96 Quality Control for Firms that Perform Audits and Reviews CONCLUSION
of Financial Statements, and Other Assurance and Related • Validated the information presented and checked the
Based on our procedures and the evidence obtained, we
Services Engagements, and accordingly maintains calculations performed by the organisation through
are not aware of any material modifications that should
a comprehensive system of quality control including recalculation
be made to the Economic, Environment, Social and
documented policies and procedures regarding compliance • Performed a comparison of the content given in Governance (EESG) indicators of the Entity’s Integrated
with ethical requirements, professional standards and the Report against the criteria given in the selected Annual Report as of 31 March 2023 in order for it to be in
applicable legal and regulatory requirements. sustainability standards/frameworks. accordance with the Criteria.
• Conducted interviews with relevant organisation’s
DESCRIPTION OF PROCEDURES PERFORMED personnel to understand the process for collection,
Procedures performed in a limited assurance engagement analysis, aggregation and presentation of data.
vary in nature and timing from and are less in extent than Interviews included selected key management
for a reasonable assurance engagement. Consequently, personnel and relevant staff
the level of assurance obtained in a limited assurance 30 June 2023
• Read the content presented in the Report for consistency
engagement is substantially lower than the assurance that with our overall knowledge obtained during the course Colombo
would have been obtained had a reasonable assurance of our assurance engagement and requested changes
engagement been performed. Our procedures were wherever required.
designed to obtain a limited level of assurance on which
to base our conclusion and do not provide all the evidence
• Provided guidance, recommendations and feedback on
the improvement of the sustainability reporting indicators
that would be required to provide a reasonable level of
to improve the presentation standard.
assurance.
WHO CHAIRMAN’S GROUP CEO’S OUR OUR COMPLIANCE FINANCIAL SUPPLEMENTARY EXPOLANKA HOLDINGS PLC
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Integrated Annual Report 2022/23
FINANCIAL REPORT
97
TO THE SHAREHOLDERS OF EXPOLANKA In our opinion, the accompanying financial statements of KEY AUDIT MATTERS
HOLDINGS PLC the Company and the Group give a true and fair view of Key audit matters are those matters that, in our professional
the financial position of the Company and the Group as at judgment, were of most significance in our audit of the
REPORT ON THE AUDIT OF THE CONSOLIDATED
31 March 2023, and of their financial performance and cash financial statements of the current period. These matters
FINANCIAL STATEMENTS
flows for the year then ended in accordance with Sri Lanka
98 Accounting Standards.
were addressed in the context of our audit of the financial
OPINION statements as a whole, and in forming our opinion thereon,
We have audited the financial statements of Expolanka and we do not provide a separate opinion on these matters.
Holdings PLC (“the Company”) and the consolidated BASIS FOR OPINION For each matter below, our description of how our audit
financial statements of the Company and its subsidiaries We conducted our audit in accordance with Sri Lanka addressed the matter is provided in that context.
(“the Group”), which comprise the statement of financial Auditing Standards (SLAuSs). Our responsibilities under
We have fulfilled the responsibilities described in the
position as at 31 March 2023, and the income statement those standards are further described in the Auditor’s
Auditor’s responsibilities for the audit of the financial
and the statement of comprehensive income, statement of responsibilities for the audit of the financial statements
statements section of our report, including in relation
changes in equity and statement of cash flows for the year section of our report. We are independent of the Group in
to these matters. Accordingly, our audit included the
then ended, and notes to the financial statements, including accordance with the Code of Ethics issued by CA Sri Lanka
performance of procedures designed to respond to our
a summary of significant accounting policies. (Code of Ethics) and we have fulfilled our other ethical
assessment of the risks of material misstatement of the
responsibilities in accordance with the Code of Ethics.
financial statements. The results of our audit procedures,
We believe that the audit evidence we have obtained is
including the procedures performed to address the matters
sufficient and appropriate to provide a basis for our opinion.
below, provide the basis for our audit opinion on the
accompanying financial statements.
Partners: H M A Jayesinghe FCA FCMA, R N de Saram ACA FCMA, Ms. N A De Silva FCA, W R H De Silva FCA ACMA, Ms. Y A De Silva FCA, Ms. K R M Fernando FCA ACMA, N Y R L Fernando ACA,
W K B S P Fernando FCA FCMA, Ms. L K H L Fonseka FCA, D N Gamage ACA ACMA, A P A Gunasekera FCA FCMA, A Herath FCA FCMA, D K Hulangamuwa FCA FCMA LLB (London),
Ms. G G S Manatunga FCA, A A J R Perera ACA ACMA, Ms. P V K N Sajeewani FCA, N M Sulaiman ACA ACMA, B E Wijesuriya FCA FCMA, C A Yalagala ACA ACMA
Principals: W S J De Silva BSc (Hons)-MIS MSc-IT, G B Goudian ACMA, D L B Karunathilaka ACMA, Ms. P S Paranavitane ACA ACMA LLB (Colombo), T P M Ruberu FCMA FCCA
A member firm of Ernst & Young Global Limited
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Key audit matter How our audit addressed the key audit matter
Acquisition of significant subsidiaries Our audit procedures included the following key procedures;
During the year the Group has invested Rs. 35,132 Mn. to acquire Trans American Customhouse y checked related share purchase agreements and other documents to obtain an understanding of the
Brokers, Inc and its subsidiaries (USA) and Locher Evers International (Canada) as further detailed in terms and conditions of the acquisition transactions.
note 34. The two acquisitions were completed on 28 February and 30 March 2023 respectively. Initial
y checked investment value and transactions cost with the supporting documents.
accounting for business combinations in relation to the said investments have been carried out based
on the provisional value of assets and liabilities as at acquisition date and the group has recognised y checked management consultant’ provisional reports to obtain an understanding of the judgment,
assumptions and estimates made to recognise intangible and provisional goodwill.
provisional goodwill and intangible assets amounting to Rs. 32,827 Mn. as at 31 March 2023.
y assessed the adequacy of the related disclosures in Note 34 to the financial statements.
We considered the acquisition of the subsidiaries as a key audit matter due to:
Annual impairment assessment of Goodwill Our audit procedures included the following key procedures;
As at 31 March 2023, the Group has accounted Goodwill amounting to Rs. 27,014 Mn. The Goodwill y involved our internal specialised resources to assist us in evaluating the assumptions and methodology
includes Rs. 24,889 Mn. provisional goodwill recognised during the current year and Rs. 2,125 Mn. used by the Group, in particular those relating to the forecasted revenue growth and profit margins of
goodwill recognised in prior periods. each Cash Generating Unit (CGU).
Goodwill is tested annually for impairment based on the recoverable amount determined using Value in y assessed the adequacy of the Group’s disclosures about those assumptions to which the outcome of
Use computations (VIU). Such VIU calculations are based on the discounted cashflow models of each the impairment test is most sensitive, that is, those that have the most significant effect on the
Cash Generating Unit (CGU) to which Goodwill has been allocated. A deficit between the recoverable determination of the recoverable amount of goodwill.
value and the carrying values of the CGUs including Goodwill would result in an impairment. y assessed the adequacy of the disclosures made by management in note 5.1.6 to the financial
statements relating to approach/methodology and assumptions applied in relation to the impairment
The VIU calculations are significant to our audit as it involves significant judgments and estimates of
test carried out.
Management such as forecasts of sales, profit margins and appropriate discount rates for each CGU as
more fully described in note 5.1.6 to the financial statements.
We considered annual impairment assessment of goodwill as a key audit matter due to:
Key audit matter How our audit addressed the key audit matter
During the financial year 2023, the Group recognised revenue of Rs. 546,40 Mn. which was generated We identified the operating segments that generate significant revenues and performed the following key
from several geographical segments. procedures, with the involvement of component auditors, where relevant,
We selected revenue as a key audit matter due to; y assessed the appropriateness of revenue recorded in respective segments in accordance with the
accounting policy for revenue recognition.
y significance of the amount and,
y involved our internal specialised resources to assist us in evaluating the IT general controls and
y geographical spread of the group operations and, application controls in relation to the revenue process.
the accounting policy on revenue recognition and other related disclosures are stated in the notes y evaluated the design of internal controls and tested the operating effectiveness of key controls
2.2.14 and 18. relevant to revenue process of key components of the group.
y performed analytical review procedures and test of details wherever applicable to assess the
reasonableness of the reported revenues.
100 y tested the appropriateness of revenue recognised for the period by reviewing the relevant service
arrangements and other related supporting documents.
y assessed the adequacy of the related financial statement disclosures in notes 2.2.14 and note 18.
OTHER INFORMATION INCLUDED IN THE conclude that there is a material misstatement of this other accounting unless management either intends to liquidate
GROUP’S 2022/23 ANNUAL REPORT information, we are required to report that fact. We have the Group or to cease operations, or has no realistic
Other information consists of the information included in the nothing to report in this regard alternative but to do so.
Annual Report, other than the financial statements and our Those charged with governance are responsible for
auditor’s report thereon. Management is responsible for the
RESPONSIBILITIES OF MANAGEMENT AND
overseeing the Company’s and the Group’s financial
other information.
THOSE CHARGED WITH GOVERNANCE
reporting process.
Management is responsible for the preparation of financial
Our opinion on the financial statements does not cover
statements that give a true and fair view in accordance AUDITOR’S RESPONSIBILITIES FOR THE
the other information and we do not express any form of
with Sri Lanka Accounting Standards, and for such internal AUDIT OF THE FINANCIAL STATEMENTS
assurance conclusion thereon.
control as management determines is necessary to enable
Our objectives are to obtain reasonable assurance about
In connection with our audit of the financial statements, our the preparation of financial statements that are free from
whether the financial statements as a whole are free from
responsibility is to read the other information and, in doing material misstatement, whether due to fraud or error.
material misstatement, whether due to fraud or error, and
so, consider whether the other information is materially
In preparing the financial statements, management is to issue an auditor’s report that includes our opinion.
inconsistent with the financial statements or our knowledge
responsible for assessing the Group’s ability to continue as Reasonable assurance is a high level of assurance but is
obtained in the audit or otherwise appears to be materially
a going concern, disclosing, as applicable, matters related not a guarantee that an audit conducted in accordance with
misstated. If, based on the work we have performed, we
to going concern and using the going concern basis of SLAuSs will always detect a material misstatement when it
WHO CHAIRMAN’S GROUP CEO’S OUR OUR COMPLIANCE FINANCIAL SUPPLEMENTARY EXPOLANKA HOLDINGS PLC
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Integrated Annual Report 2022/23
exists. Misstatements can arise from fraud or error and are material uncertainty exists, we are required to draw From the matters communicated with those charged with
considered material if, individually or in the aggregate, they attention in our auditor’s report to the related disclosures governance, we determine those matters that were of most
could reasonably be expected to influence the economic in the financial statements or, if such disclosures are significance in the audit of the financial statements of the
decisions of users taken on the basis of these financial inadequate, to modify our opinion. Our conclusions are current period and are therefore the key audit matters.
statements. based on the audit evidence obtained up to the date of We describe these matters in our auditor’s report unless law
our auditor’s report. However, future events or conditions or regulation precludes public disclosure about the matter
As part of an audit in accordance with SLAuSs, we exercise
may cause the Group to cease to continue as a going or when, in extremely rare circumstances, we determine that
professional judgment and maintain professional skepticism
concern. a matter should not be communicated in our report because
throughout the audit. We also:
• Evaluate the overall presentation, structure and content the adverse consequences of doing so would reasonably
• Identify and assess the risks of material misstatement of of the financial statements, including the disclosures, and be expected to outweigh the public interest benefits of such
the financial statements, whether due to fraud or error, whether the financial statements represent the underlying communication.
design and perform audit procedures responsive to those transactions and events in a manner that achieves fair
risks, and obtain audit evidence that is sufficient and presentation. REPORT ON OTHER LEGAL AND REGULATORY
appropriate to provide a basis for our opinion. The risk REQUIREMENTS 101
of not detecting a material misstatement resulting from
• Obtain sufficient appropriate audit evidence regarding
the financial information of the entities or business As required by section 163 (2) of the Companies Act No.
fraud is higher than for one resulting from error, as fraud 07 of 2007, we have obtained all the information and
activities within the Group to express an opinion on the
may involve collusion, forgery, intentional omissions, explanations that were required for the audit and, as far as
consolidated financial statements. We are responsible for
misrepresentations, or the override of internal control. appears from our examination, proper accounting records
the direction, supervision and performance of the group
• Obtain an understanding of internal control relevant to audit. We remain solely responsible for our audit opinion. have been kept by the Company.
the audit in order to design audit procedures that are
We communicate with those charged with governance CA Sri Lanka membership number of the engagement
appropriate in the circumstances, but not for the purpose
regarding, among other matters, the planned scope and partner responsible for signing this independent auditor’s
of expressing an opinion on the effectiveness of the
timing of the audit and significant audit findings, including report is 1884.
internal controls of the Company and the Group.
any significant deficiencies in internal control that we
• Evaluate the appropriateness of accounting policies used
identify during our audit.
and the reasonableness of accounting estimates and
related disclosures made by management. We also provide those charged with governance with
• Conclude on the appropriateness of management’s use a statement that we have complied with ethical
30 June 2023
of the going concern basis of accounting and, based requirements in accordance with the Code of Ethics
regarding independence, and to communicate with them Colombo
on the audit evidence obtained, whether a material
uncertainty exists related to events or conditions that all relationships and other matters that may reasonably
may cast significant doubt on the Group’s ability to be thought to bear on our independence, and where
continue as a going concern. If we conclude that a applicable, related safeguards.
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Integrated Annual Report 2022/23
Attributable to:
Equity holders of the parent 30,938,134,686 72,742,531,301
Non-controlling interest 112,023,970 49,190,044
31,050,158,656 72,791,721,345
Earnings per share 24
Basic 15.88 37.24 8.48 1.91
Diluted 15.88 37.24 8.48 1.91
The Accounting Policies and Notes on pages 109 through 176 form an integral part of the Financial Statements.
EXPOLANKA HOLDINGS PLC WHO CHAIRMAN’S GROUP CEO’S OUR OUR COMPLIANCE FINANCIAL SUPPLEMENTARY
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Other comprehensive income not to be reclassified to statement of profit or loss in subsequent periods
Actuarial gain/(loss) on defined benefit plans 16 77,938,896 (53,532,253) (10,381,527) 3,963,315
104
Income tax effect (1,784,866) 9,297,098 – –
Net other comprehensive income not to be reclassified to statement of profit or loss in subsequent periods 76,154,030 (44,235,155) (10,381,527) 3,963,315
Other comprehensive income for the year, net of tax 10,142,560,162 26,468,876,534 (10,381,527) 3,963,315
Total comprehensive income for the year, net of tax 41,192,718,818 99,260,597,879 16,567,746,587 3,740,289,688
Attributable to:
Equity holders of the parent 41,014,517,932 99,069,917,018 – –
Non-controlling interest 178,200,886 190,680,861 – –
41,192,718,818 99,260,597,879 – –
The Accounting Policies and Notes on pages 109 through 176 form an integral part of the Financial Statements.
WHO CHAIRMAN’S GROUP CEO’S OUR OUR COMPLIANCE FINANCIAL SUPPLEMENTARY EXPOLANKA HOLDINGS PLC
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The Accounting Policies and Notes on pages 109 through 176 form an integral part of the Financial Statements.
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The Accounting Policies and Notes on pages 109 through 176 form an integral part of the Financial Statements.
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Adjustments for,
Depreciation of property, plant and equipment and right-of-use assets 22.1 5,984,729,119 2,769,066,361 40,396,772 35,935,734
Amortisation of intangible assets 5 280,679,702 191,974,509 1,133,015 1,343,615
Investment income 21 (699,039,031) (78,158,718) (129,066,502) (2,921,512)
Profit/loss on sale of property, plant and equipment 22 and 19 (45,070,768) 23,667,964 – (12,000)
Dividend income 21 and 19 (3,789,651) (9,816,582) (16,250,109,270) (2,784,295,046)
Finance cost 20 1,759,722,467 1,262,725,264 3,978,605 8,553,736
107
Share of results of equity accounted investees 7.4 (56,371,564) (116,356,558) – –
Loss on disposal of subsidiaries 22 10,998,135 – – –
Allowances for expected credit losses 16.1 2,187,282,663 1,267,054,406 – –
Provision for defined benefit plans 22 361,367,759 164,665,432 5,577,322 5,065,851
Provision for assets held-for-sale 22 – (229,645,328)
Unrealised net exchange gains (369,494,368) (6,564,321,137) (686,387,759) (1,305,193,590)
Expense relating to leases of low-value assets and short-term leases 22 815,362,782 117,626,245 – –
Operating profit before working capital changes 48,741,960,336 84,393,439,722 (436,349,703) (305,196,839)
Net increase in cash and cash equivalents 35,195,508,437 35,579,646,096 (102,811,649) 3,127,196,031
Cash and cash equivalents at the beginning of the year 12 42,011,242,735 6,431,596,639 3,758,302,668 631,106,637
Cash and cash equivalents at the end of the year 12 77,206,751,172 42,011,242,735 3,655,491,019 3,758,302,668
The Accounting Policies and Notes on pages 109 through 176 form an integral part of the Financial Statements.
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2.1.3 FUNCTIONAL AND PRESENTATION CURRENCY 2.2 SIGNIFICANT ACCOUNTING POLICIES The Group re-assesses whether or not it controls an investee
The Financial Statements are presented in Sri Lankan 2.2.1 BASIS OF CONSOLIDATION if facts and circumstances indicate that there are changes to
Rupees (Rs), which is also the Company’s functional one or more of the three elements of control. Consolidation
SUBSIDIARIES
currency. Subsidiaries whose functional currencies are of a subsidiary begins when the Group obtains control over
The Consolidated Financial Statements comprise the the subsidiary and ceases when the Group loses control
different as they operate in different economic environments
Financial Statements of the Company and its subsidiaries of the subsidiary. Assets, liabilities, income and expenses
are reflected in Note 2.2.1 to the Financial Statements.
as at 31 March 2023. Control is achieved when the of a subsidiary acquired or disposed of during the year are
Group is exposed, or has rights, to variable returns from included in the Consolidated Financial Statements from the
2.1.4 MATERIALITY AND AGGREGATION
its involvement with the investee and has the ability to date the Group gains control until the date the Group ceases
Each material class of similar items is presented separately affect those returns through its power over the investee. to control the subsidiary.
in the Consolidated Financial Statements. Items of a Specifically, the Group controls an investee if, and only if,
dissimilar nature or function are presented separately unless the Group has: Profit or loss and each component of other comprehensive
they are immaterial. income (OCI) are attributed to the equity holders of the
110 • Power over the investee (i.e., existing rights that give it parent of the Group and to the non-controlling interests,
2.1.5 COMPARATIVE INFORMATION the current ability to direct the relevant activities of the even if this results in the non-controlling interests having
investee) a deficit balance. When necessary, adjustments are made
Comparative information including quantitative, narrative
and descriptive information as relevant is disclosed in • Exposure, or rights, to variable returns from its to the Financial Statements of subsidiaries to bring their
respect of previous period in the Financial Statements. The involvement with the investee accounting policies into line with the Group’s Accounting
presentation and classification of the Financial Statement • The ability to use its power over the investee to affect Policies. All intra-group assets and liabilities, equity,
of the previous year are amended, where relevant for better its returns income, expenses and cash flows relating to transactions
presentation and to be comparable with those of the current between members of the Group are eliminated in full on
Generally, there is a presumption that a majority of voting
year. consolidation.
rights result in control. To support this presumption and
when the Group has less than a majority of the voting or A change in the ownership interest of a subsidiary, without a
2.1.6 OFFSETTING
similar rights of an investee, the Group considers all relevant loss of control, is accounted for as an equity transaction.
Assets and liabilities or income and expenses, are not facts and circumstances in assessing whether it has power
If the Group loses control over a subsidiary, it derecognises
offset unless required or permitted by Sri Lanka Accounting over an investee, including:
the related assets (including goodwill), liabilities,
Standards.
• The contractual arrangement with the other vote holders non-controlling interest and other components of equity
of the investee while any resultant gain or loss is recognised in profit or loss.
• Rights arising from other contractual arrangements Any investment retained is recognised at fair value.
Name of the Company Holding Percentage Name of the Company Holding Percentage
2023 2022 2023 2022
% % % %
Logistics Leisure
Direct Direct
A V S Cargo International (Private) Limited 100 100 Classic Destinations (Private) Limited 100 100
EFL Global HQ (Private) Limited Classic Travel (Private) Limited 100 100
(E F L Headquarters (Private) Limited) 100 100
Expo Visa Services (Private) Limited 100 100
E F L Transport (Private) Limited 100 100
Indirect
Excelsior Logistics (Private) Limited 100 100
Bongo (Private) Limited 100 100
Expolanka Freight (Private) Limited 100 100 111
Liberty Tourism Lanka (Private) Limited
Freight Care (Private) Limited 100 100
(Classic Fun Time (Private) Limited) 100 100
International Airline Service (Private) Limited 100 100
Sunpower Travels (Private) Limited 100 100
Logistics Park (Private) Limited 100 100
Travel Bridge (Private) Limited 100 100
SG Logistics (Private) Limited 100 100
Gabo Travels Overseas (Private) Limited 100 –
Mirai Relocations (Private) Limited [UCL Logistics (Private) Limited] 100 100
Gabo Travels (Private) Limited 100 –
Indirect Gabo Holidays (Private) Limited 100 –
Alpha Air Solutions (Private) Limited 100 100
Investment
Alpha Aviation (Private) Limited 100 100 Direct
E A M Global (Private) Limited 100 100 Expolanka (Private) Limited 100 100
E F L Global Freeport (Private) Limited 100 100 I T X 360 (Private) Limited 100 100
E F L Hub (Private) Limited 100 100 Tropikal Life International (Private) Limited 100 100
Oki Doki (Private) Limited 100 100
Peri Logistics (Private) Limited 100 100
Quickee Delivery Solutions (Private) Limited 100 100
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Name of the Company Country of Functional Holding Percentage Name of the Company Country of Functional Holding Percentage
Incorporation Currency Incorporation Currency
2023 2022 2023 2022
% % % %
Air Sea Logistics Limited Kenya KES 100 100 Expolanka Freight (Philippines) Inc. Philippines USD 100 100
Airline Cargo Resources FZCO Dubai AED 100 100 Expolanka Freight (Proprietary) Ltd. South Africa ZAR 100 100
AMZ Logistics Solutions Private Limited India INR 50.96 50.96 Expolanka Freight (Vietnam) Ltd. Vietnam VND 99 99
112
AVS Cargo Management Services Expolanka Freight Dubai LLC Dubai AED 100 100
Private Limited India INR 51 51 Expolanka Freight FZCO Dubai AED 100 100
Complete Transport Solutions Inc USA USD 100 100 Expolanka Freight Ltd. Kenya KES 100 100
Corporacion K&C, S.A. de C.V El Salvador USD 100 100 Expolanka Freight Ltd. Mauritius MUR 100 100
EFL Brokerage LLC USA USD 100 100 Expolanka Madagascar S.A.U Madagascar MGA 100 100
EFL Container Lines LLC USA USD 100 100 IDEA El Salvador S.A. de C.V El Salvador USD 100 100
EFL Europe B.V. Netherlands EUR 100 100 IDEA Global LLC USA USD 100 100
EFL Express Private Limited India INR 100 100 IDEA Guatemala S.A Guatemala GTQ 100 100
EFL Global (Thailand) Ltd. Thailand THB 73.99 73.99 IDEA Honduras, S. de R.L. de C.V Honduras HNL 100 100
EFL Global B.V. Belgium EUR 100 100 IDEA International LLC USA USD 100 100
EFL Global LLC (Expolanka USA LLC) USA USD 100 100 IDEA Nicaragua de S.A Nicaragua NIO 100 100
EFL Global Logistics Canada Ltd. Canada CAD 100 100 Interconexion: Distribuir Y Enviar Para Las
EFL Malaysia Sdn. Bhd Malaysia MYR 100 100 Americas, LLC d/b/a IDEA ,LLC USA USD 100 100
EFL Taiwan (Private) Limited Taiwan TWD 100 100 International Sky Services India
Private Limited India INR 100 100
EFL Transportation LLC USA USD 100 100
PT. EFL Global Indonesia
Expofreight (Hong Kong) Limited Hong Kong HKD 100 100 (PT. Expo Freight Indonesia) Indonesia USD 90 90
Expo Freight (Shanghai) Limited China CNY 100 100 Seville Container Freight Station Inc USA USD 100 100
Expofreight (Shenzhen) Limited China CNY 100 100 Seville Freight Systems Inc USA USD 100 100
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TT Aviation Handling Services • Rights arising from other contractual arrangements; and
(Private) Limited India INR 70 – • The Group’s voting rights and potential voting rights
EFL Global Panama, SA Panama USD 100 – The following companies, with equity control equal to or less than 50%, have been
Trans American Customhouse Brokers LLC USA USD 100 – consolidated as subsidiaries based on above criteria.
Transure Express LLC USA USD 100 – 113
Holding Percentage
Trans American Global Trade Services LLC USA USD 100 –
2023 2022
Trans American Customs Brokers
% %
of Canada Ltd. Canada CAD 100 –
Transparency Supply Chain Systems LLC USA USD 100 – Classic Travels Maldives Pvt Ltd. 49 49
Locher Evers International Inc Canada CAD 100 – Expo Freight Holdings (Thailand) Limited 49 49
LEI Cartage Ltd. Canada CAD 100 – Travel Classic (Private) Limited – Bangladesh 40 –
LEI Customs Brokers Inc. Canada CAD 100 –
Locher Evers International Limited (UK) UK GBP 100 – ACQUISITION OF SUBSIDIARIES
Westcon Terminals Limited Canada CAD 100 – The assets and liabilities as at the acquisition date are stated at their provisional fair values
and may be amended in accordance with SLFRS 3 – Business Combination.
Investment
Indirect Investment subsidiaries are carried at cost less impairments (if any) in the separate
Expolanka Agri Exports (Private) Limited India INR 100 – Financial Statements.
Information Technology –
Intelligent Solutions LLC USA USD 100 – EQUITY ACCOUNTED INVESTEES (INVESTMENT IN ASSOCIATES AND JOINT VENTURES)
An associate is an entity over which the Group has significant influence. Significant influence
is the power to participate in the financial and operating policy decisions of the investee but
is not control or joint control over those policies.
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A joint venture is a type of joint arrangement whereby the Unrealised gains and losses resulting from transactions Joint ventures of the Group are;
parties that have joint control of the arrangement have rights between the Group and the associate or joint venture are
Name of the Country of Functional Holding Percentage
to the net assets of the joint venture. Joint control is the eliminated to the extent of the interest in the associate or Company Incorporation Currency
2023 2022
contractually agreed sharing of control of an arrangement, joint venture. % %
which exists only when decisions about the relevant
The aggregate of the Group’s share of profit or loss of Globe Air (Private)
activities require unanimous consent of the parties sharing
an associate and a joint venture is shown on the face of Limited Sri Lanka LKR 50 50
control.
the Statement of Profit or Loss outside operating profit
The considerations made in determining significant influence and represents profit or loss after tax and non-controlling Associate of the Group/Company is;
or joint control are similar to those necessary to determine interests in the subsidiaries of the associate or joint venture.
Name of the Country of Functional Holding Percentage
control over subsidiaries. Company Incorporation Currency
The Financial Statements of the associate or joint venture 2023 2022
Investments in its associate and joint venture are accounted are prepared for the same reporting period as the Group. % %
at cost in the Company Financial Statements. When necessary, adjustments are made to bring the
114 accounting policies in line with those of the Group.
Amana Takaful
(Maldives) PLC Maldives LKR 22.73 22.73
The Group’s investments in its associate and joint ventures
are accounted for using the equity method. After application of the equity method, the Group determines
whether it is necessary to recognise an impairment loss Principle business activities of the above Amana Takaful
Under the equity method, the investment in an associate or
on its investment in its associate or joint venture. At each (Maldives) PLC is provision of Takaful Insurance.
a joint venture is initially recognised at cost. The carrying
reporting date, the Group determines whether there is
amount of the investment is adjusted to recognise changes
objective evidence that the investment in the associate 2.2.2 BUSINESS COMBINATIONS AND GOODWILL
in the Group’s share of net assets of the associate or joint
or joint venture is impaired. If there is such evidence, the
venture since the acquisition date. Goodwill relating to Business Combinations are accounted for using the
Group calculates the amount of impairment as the difference
the associate or joint venture is included in the carrying acquisition method. The cost of an acquisition is measured
between the recoverable amount of the associate or joint
amount of the investment and is not tested for impairment as the aggregate of the consideration transferred, measured
venture and its carrying value, and then recognises the loss
individually. at acquisition date fair value and the amount of any
as “Share of profit of an associate and a joint venture” in the
non-controlling interest in the acquiree.
The Statement of Profit or Loss reflects the Group’s share Statement of Profit or Loss.
of the results of operations of the associate or joint venture. For each business combination, the Group elects whether
Upon loss of significant influence over the associate or
Any change in OCI of those investees is presented as part of it measures the non-controlling interest in the acquire either
joint control over the joint venture, the Group measures and
the Group’s OCI. In addition, when there has been a change at fair value or at the proportionate share of the acquiree’s
recognises any retained investment at its fair value. Any
recognised directly in the equity of the associate or joint identifiable net assets.
difference between the carrying amount of the associate or
venture, the Group recognises its share of any changes,
joint venture upon loss of significant influence or joint control Transaction costs, other than those associated with the
when applicable, in the Statement of Changes in Equity.
and the fair value of the retained investment and proceeds issue of debt or equity securities that the Group incurs in
from disposal is recognised in profit or loss. connection with a business combination are expensed and
included in administrative expenses.
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When the Group acquires a business, it assesses of impairment testing, goodwill acquired in a business Non-monetary items measured at fair value in a foreign
the financial assets and liabilities assumed for appropriate combination is, from the acquisition date, allocated to currency are translated using the exchange rates at the date
classification and designation in accordance with the each of the Group’s cash-generating units that are expected when the fair value is determined. The gain or loss arising
contractual terms, economic circumstances and pertinent to benefit from the combination, irrespective of whether on translation of non-monetary items measured at fair value
conditions as at the acquisition date. This includes the other assets or liabilities of the acquiree are assigned to is treated in line with the recognition of gain or loss on the
separation of embedded derivatives in host contracts by those units. change in fair value of the item (i.e., translation differences
the acquiree. on items whose fair value gain or loss is recognised in OCI
Where goodwill forms part of a cash-generating unit and
or profit or loss are also recognised in OCI or profit or loss,
If the business combination is achieved in stages, the part of the operation within that unit is disposed of, the
respectively).
acquisition date fair value of the acquirer’s previously held goodwill associated with the operation disposed of is
equity interest in the acquiree is remeasured to fair value at included in the carrying amount of the operation when In determining the spot exchange rate to use on initial
the acquisition date through profit or loss. determining the gain or loss on disposal of the operation. recognition of the related asset, expense or income (or part
Goodwill disposed of in this circumstance is measured of it) on the derecognition of a non-monetary asset or non-
Any contingent consideration to be transferred by the
acquirer will be recognised at fair value at the acquisition
based on the relative values of the operation disposed of monetary liability relating to advance consideration, the date 115
and the portion the cash-generating unit retained. of the transaction is the date on which the Group initially
date. Contingent consideration classified as equity is not
recognises the non-monetary asset or non-monetary liability
re-measured and its subsequent settlement is accounted for The profit or loss and net assets of a subsidiary attributable
arising from the advance consideration. If there are multiple
within equity. Contingent consideration classified as an asset to equity interests that are not owned by the parent, directly
payments or receipts in advance, the Group determines the
or liability that is a financial instrument and within the scope or indirectly through subsidiaries, is disclosed separately
transaction date for each payment or receipt of advance
of SLFRS 9 Financial Instruments, is measured at fair value under the heading “Non-controlling Interest”.
consideration.
with the changes in fair value recognised in the Statement of
Profit or Loss in accordance with SLFRS 9. Other contingent 2.2.3 FOREIGN CURRENCY
FOREIGN OPERATIONS
consideration that is not within the scope of SLFRS 9 is TRANSACTIONS AND BALANCES
measured at fair value at each reporting date with changes The results and financial position of all Group entities that
Transactions in foreign currencies are initially recorded by have a functional currency other than the Sri Lankan Rupee
in fair value recognised in the Statement of Profit or Loss.
the Group entities at the functional currency rates prevailing are translated into Sri Lankan Rupees as follows:
Goodwill is initially measured at cost, being the excess at the date of the transaction.
of the aggregate of the consideration transferred and the
• assets and liabilities of foreign operations, including
Monetary assets and liabilities denominated in foreign goodwill and fair value adjustments arising on the
amount recognised for non-controlling interest over the net
currencies are retranslated at the functional currency spot acquisition are translated to Sri Lankan Rupees at the
identifiable assets acquired and liabilities assumed. If this
rate of exchange ruling at the reporting date. Differences exchange rate prevailing at the reporting date;
consideration is lower than the fair value of the net assets
arising on settlement or translation of monetary items are
of the subsidiary acquired, the difference is recognised in • Income and expenses are translated at the average
recognised in Statement of Profit or Loss. Non-monetary exchange rates for the period.
profit or loss.
assets and liabilities which are measured in terms of
The exchange differences arising on translation for
After initial recognition, goodwill is measured at cost less historical cost in a foreign currency are translated using
consolidation are recognised in Other Comprehensive
any accumulated impairment losses. For the purpose exchange rates at the dates of the initial transactions.
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Income. On disposal of a foreign operation, the relevant • It is held primarily for the purpose of trading the asset. The cost of self-constructed assets includes the
amount in the translation reserve is transferred to the • It is due to be settled within twelve months after the cost of materials and direct labour, any other costs directly
Statement of Profit or Loss as part of the profit or loss reporting period, or attributable to bringing the asset to a working condition
on disposal. On the partial disposal of a subsidiary that for its intended use, and includes the costs of dismantling
includes a foreign operation, the relevant proportion of such
• It does not have a right at the reporting date to
and removing the items and restoring the site on which
defer settlement of the liability by the transfer of cash
cumulative amount is reattributed to non-controlling interest they are located, and borrowing costs on qualifying assets.
or other assets for at least twelve months after
in that foreign operation. In any other partial disposal of a Purchased software that is integral to the functionality of the
the reporting period.
foreign operation, the relevant proportion is reclassified to related equipment is capitalised as a part of that equipment.
the Statement of Profit or Loss. The Group classifies all other liabilities as non-current.
When significant parts of plant and equipment are required
Any goodwill arising on the acquisition of a foreign operation Deferred tax assets and liabilities are classified as to be replaced at intervals, the Group depreciates them
and any fair value adjustments to the carrying amounts of non-current assets and liabilities. separately based on their specific useful lives.
assets and liabilities arising on the acquisition are treated as
2.2.5 PROPERTY, PLANT AND EQUIPMENT SUBSEQUENT COSTS
116 assets and liabilities of the foreign operation, and translated
at the spot rate of exchange at the reporting date. The Group applies the requirements of LKAS 16 on ‘Property The cost of replacing a component of an item of property,
Plant and Equipment’ in accounting for its owned assets plant & equipment is recognised in the carrying amount of
2.2.4 CURRENT VERSUS NON-CURRENT which are held for and use in the provision of the services or the item if it is probable that the future economic benefits
CLASSIFICATION for administration purpose and are expected to be used for embodied within the part will flow to the Group and its
The Group presents assets and liabilities in the Statement more than one year. cost can be measured reliably. The carrying amount of
of Financial Position based on current/non-current the replaced part is derecognised in accordance with the
BASIS OF RECOGNITION
classification. An asset is current when it is: derecognition policy given below.
Property, plant and equipment is recognised if it is
• Expected to be realised or intended to be sold or
probable that future economic benefit associated with
The costs of the repair and maintenance of property, plant
consumed in a normal operating cycle and equipment are recognised in the Statement of Profit or
the assets will flow to the Group and cost of the asset
• Held primarily for the purpose of trading Loss as incurred.
can be reliably measured.
• Expected to be realised within twelve months after the
DERECOGNITION
reporting period, or BASIS OF MEASUREMENT
The carrying amount of an item of property, plant &
• Cash or cash equivalent unless restricted from being Items of property, plant & equipment including construction
equipment is derecognised on disposal; or when no future
exchanged or used to settle a liability for at least twelve in progress are measured at cost net of accumulated
economic benefits are expected from its use. Any gains
months after the reporting period depreciation and accumulated impairment losses, if any.
and losses on derecognition are recognised (calculated as
• All other assets are classified as non-current. the difference between the net disposal proceeds and the
OWNED ASSETS
• A liability is current when: carrying amount of the asset) in the Statement of Profit or
The cost of property, plant and equipment includes
• It is expected to be settled in a normal operating cycle Loss. Gains are not classified as revenue.
expenditure that is directly attributable to the acquisition of
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DEPRECIATION a substantial period of time to get ready for its intended use over the shorter of the lease term and the estimated useful
Depreciation is recognised in the Statement of Profit or or sale are capitalised as part of the cost of the respective lives of the assets, as follows:
Loss on a straight-line basis over the estimated useful lives assets. All other borrowing costs are expensed in the period
Properties – 1 to 10 years
of each part of an item of property, plant & equipment, in they occur. Borrowing costs consist of interest and other
costs that an entity incurs in connection with the borrowing Motor vehicles – 5 years
reflecting the expected pattern of consumption of the future
economic benefits embodied in the asset. of funds. If ownership of the leased asset transfers to the Group at the
end of the lease term or the cost reflects the of a purchase
The estimated useful lives for the current and comparative 2.2.6 RIGHT-OF-USE ASSETS AND LEASE LIABILITIES option, depreciation is calculated using the estimated useful
periods are as follows:
LEASES life of the asset.
Freehold buildings 1.58% - 10% The Group assesses at contract inception whether a The right-of-use assets are also subject to impairment.
contract is, or contains, a lease. That is, if the contract
Plant and machinery 12.5% - 33.33%
conveys the right to control the use of an identified asset for LEASE LIABILITIES
Furniture and fittings 5% - 25%
a period of time in exchange for consideration. 117
Technological equipment 20% - 50% At the commencement date of the lease, the Group
Office and factory equipment 9.5% - 33.33% recognises lease liabilities measured at the present value of
GROUP AS A LESSEE
lease payments to be made over the lease term. The lease
Motor vehicles 10% - 20%
The Group applies a single recognition and measurement payments include fixed payments (including in-substance
Tools and equipment 25% - 33.33% approach for all leases, except for short-term leases and fixed payments) less any lease incentives receivable,
Leased improvements 6.66% - 20% leases of low-value assets. The Group recognises lease variable lease payments that depend on an index or a
An item of property, plant and equipment and any significant liabilities to make lease payments and right-of-use assets rate, and amounts expected to be paid under residual
part initially recognised is derecognised upon disposal or representing the right to use the underlying assets. value guarantees. The lease payments also include the
when no future economic benefits are expected from its use exercise price of a purchase option reasonably certain to
BASIS OF RECOGNITION be exercised by the Group and payments of penalties for
or disposal. Any gain or loss arising on derecognition of the
asset (calculated as the difference between the net disposal The Group recognises right-of-use assets at the terminating the lease, if the lease term reflects the Group
proceeds and the carrying amount of the asset) is included commencement date of the lease (i.e., the date the exercising the option to terminate. Variable lease payments
in the Income Statement when the asset is derecognised. underlying asset is available for use). Right-of-use assets that do not depend on an index or a rate are recognised as
are measured at cost, less any accumulated depreciation expenses (unless they are incurred to produce inventories)
The assets’ residual values, useful lives and methods of
and impairment losses, and adjusted for any remeasurement in the period in which the event or condition that triggers the
depreciation are reviewed at each financial year end and
of lease liabilities. The cost of right-of-use assets includes payment occurs.
adjusted prospectively, if appropriate.
the amount of lease liabilities recognised, initial direct
In calculating the present value of lease payments, the
costs incurred, and lease payments made at or before the
BORROWING COSTS Group uses its incremental borrowing rate at the lease
commencement date less any lease incentives received.
Borrowing costs directly attributable to the acquisition, commencement date because the interest rate implicit in the
Right-of-use assets are depreciated on a straight-line basis
construction or production of an asset that necessarily takes lease is not readily determinable. After the commencement
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date, the amount of lease liabilities is increased to reflect Intangible assets with finite lives are amortised over the 2.2.8 FINANCIAL INSTRUMENTS
the accretion of interest and reduced for the lease payments useful economic life and assessed for impairment whenever A financial instrument is any contract that gives rise to a
made. In addition, the carrying amount of lease liabilities is there is an indication that the intangible asset may be financial asset of one entity and financial liability or equity
remeasured if there is a modification, a change in the lease impaired. The amortisation period and the amortisation instrument of another entity.
term, a change in the lease payments (e.g., changes to method for an intangible asset with a finite useful life is
future payments resulting from a change in an index or rate reviewed at least at each financial year end. FINANCIAL ASSETS
used to determine such lease payments) or a change in the INITIAL RECOGNITION AND MEASUREMENT
The useful life of intangible asset is as follows;
assessment of an option to purchase the underlying asset.
Software acquired Over 3 - 5 Years Financial assets are classified, at initial recognition, as
The Group’s lease liabilities are included in Interest-bearing Software internally developed Over 4 Years subsequently measured at amortised cost, fair value through
loans and borrowings. other comprehensive income (OCI), and fair value through
Changes in the expected useful life or the expected pattern profit or loss.
SHORT-TERM LEASES AND LEASES OF LOW-VALUE ASSETS of consumption of future economic benefits embodied in
The Group applied the “short-term lease” and “lease of low- the asset is accounted for by changing the amortisation The classification of financial assets at initial recognition
118 value assets” recognition exemptions during the year for any period or method, as appropriate, and treated as changes depends on the financial asset’s contractual cash flow
lease contracts. in accounting estimates. The amortisation expense on characteristics and the Group’s business model for
intangible assets with finite lives is recognised in the income managing them. With the exception of trade receivables
2.2.7 INTANGIBLE ASSETS statement in the expense category consistent with the that do not contain a significant financing component or for
function/nature of the intangible asset. Amortisation was which the Group has applied the practical expedient, the
BASIS OF RECOGNITION
commenced when the assets were available for use. Group initially measures a financial asset at its fair value
An Intangible asset is recognised if it is probable that future plus, in the case of a financial asset not at fair value through
economic benefit associated with the assets will flow to the Intangible assets with indefinite useful lives are not profit or loss, transaction costs. Trade receivables that do
Group and cost of the asset can be reliably measured. amortised, but are tested for impairment annually either not contain a significant financing component or for which
Intangible assets acquired separately are measured on individually or at the cash generating unit level. The useful the Group has applied the practical expedient are measured
initial recognition at cost. The cost of intangible assets life of an intangible asset with an indefinite life is reviewed at the transaction price determined under SLFRS 15.
acquired in a business combination is fair value as at annually to determine whether indefinite life assessment
continues to be supportable. If not, the change in the In order for a financial asset to be classified and measured
the date of acquisition. Following the initial recognition,
useful life assessment from indefinite to finite is made on a at amortised cost or fair value through OCI, it needs to give
intangible assets are carried at cost less any accumulated
prospective basis. rise to cash flows that are “solely payments of principal and
amortisation and accumulated impairment losses, if any.
interest (SPPI)” on the principal amount outstanding. This
Internally generated intangible assets, excluding capitalised Gains or losses arising from derecognition of an intangible assessment is referred to as the SPPI test and is performed
development costs, are not capitalised and expenditure is asset are measured as the difference between the net at an instrument level.
reflected in the income statement in the year in which the disposal proceeds and the carrying amount of the asset and
expenditure is incurred. are recognised in the income statement when the asset is
The useful life of intangible asset is assessed as either derecognised.
finite or indefinite.
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The Group’s business model for managing financial assets • The contractual terms of the financial asset give rise on DERECOGNITION
refers to how it manages its financial assets in order to specified dates to cash flows that are solely payments of A financial asset (or, where applicable, a part of a financial
generate cash flows. The business model determines principal and interest on the principal amount outstanding asset or part of a group of similar financial assets) is
whether cash flows will result from collecting contractual Financial assets at amortised cost are subsequently primarily derecognised (i.e: removed from the Group’s
cash flows, selling the financial assets, or both. measured using the effective interest (EIR) method and are consolidated financial position) when:
Purchases or sales of financial assets that require delivery subject to impairment. Gains and losses are recognised in • The rights to receive cash flows from the asset have
of assets within a time frame established by regulation or profit or loss when the asset is derecognised, modified or expired, or
impaired.
convention in the market place (regular way trades) are • The Group has transferred its rights to receive cash flows
recognised on the trade date, i.e., the date that the Group The Group’s financial assets at amortised cost includes from the asset or has assumed an obligation to pay the
commits to purchase or sell the asset. trade receivables, and loan to an employees included under received cash flows in full without material delay to a third
other non-current financial assets. party under a “pass-through” arrangement; and either
SUBSEQUENT MEASUREMENT (a) the Group has transferred substantially all the risks and
For purposes of subsequent measurement, financial assets FINANCIAL ASSETS DESIGNATED AT FAIR VALUE rewards of the asset, or 119
are classified in four categories; THROUGH OCI (EQUITY INSTRUMENTS) (b) the Group has neither transferred nor retained
• Financial assets at amortised cost (debt instruments) Upon initial recognition, the Group can elect to classify substantially all the risks and rewards of the asset, but
irrevocably its equity investments as equity instruments has transferred control of the asset.
• Financial assets at fair value through OCI with recycling
of cumulative gains and losses (debt instruments) designated at fair value through OCI when they meet the When the Group has transferred its rights to receive
definition of equity under LKAS 32 Financial Instruments: cash flows from an asset or has entered into a pass-
• Financial assets designated at fair value through OCI
Presentation and are not held for trading. The classification through arrangement, it evaluates if and to what extent it
with no recycling of cumulative gains and losses upon
is determined on an instrument-by-instrument basis. has retained the risks and rewards of ownership. When
derecognition (equity instruments)
it has neither transferred nor retained substantially all
• Financial assets at fair value through profit or loss Gains and losses on these financial assets are never of the risks and rewards of the asset, nor transferred
recycled to profit or loss. Dividends are recognised as other control of the asset, the Group continues to recognise
FINANCIAL ASSETS AT AMORTISED COST income in the Statement of Profit or Loss when the right the transferred asset to the extent of its continuing
(DEBT INSTRUMENTS) of payment has been established, except when the Group involvement. In that case, the Group also recognises
benefits from such proceeds as a recovery of part of the an associated liability. The transferred asset and the
This category is the most relevant to the Group.
cost of the financial asset, in which case, such gains are associated liability are measured on a basis that reflects
The Group measures financial assets at amortised
recorded in OCI. Equity instruments designated at fair value the rights and obligations that the Group has retained.
cost if both of the following conditions are met:
through OCI are not subject to impairment assessment. Continuing involvement that takes the form of
• The financial asset is held within a business model with
The Group elected to classify irrevocably its non-listed a guarantee over the transferred asset is measured at
the objective to hold financial assets in order to collect the lower of the original carrying amount of the asset and
equity investments under this category.
contractual cash flows, and the maximum amount of consideration that the Group
could be required to repay.
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IMPAIRMENT OF FINANCIAL ASSETS in certain cases, the Group may also consider a financial Amortised cost is calculated by taking into account any
Further disclosures relating to impairment of financial assets asset to be in default when internal or external information discount or premium on acquisition and fees or costs that
are also provided in the following Notes: indicates that the Group is unlikely to receive the are an integral part of the EIR. The EIR amortisation is
outstanding contractual amounts in full before taking into included in finance costs in the Statement of Profit or Loss.
• TRADE RECEIVABLES account any credit enhancements held by the Group. A
The Group recognises an allowance for expected credit financial asset is written off when there is no reasonable FINANCIAL GUARANTEE CONTRACTS
losses (ECLs) for all debt instruments not held at fair value expectation of recovering the contractual cash flows. Financial guarantee contracts issued by the Group are those
through profit or loss. ECLs are based on the difference contracts that require a payment to be made to reimburse
between the contractual cash flows due in accordance with FINANCIAL LIABILITIES the holder for a loss it incurs because the specified debtor
the contract and all the cash flows that the Group expects INITIAL RECOGNITION AND MEASUREMENT fails to make a payment in accordance with the terms
to receive, discounted at an approximation of the original Financial liabilities are classified, at initial recognition, as of a debt instrument. Financial guarantee contracts are
effective interest rate. The expected cash flows will include financial liabilities at fair value through profit or loss, loans recognised initially as a liability at fair value, adjusted
cash flows from the sale of collateral held or other credit and borrowings, payables or as derivatives designated as for transaction costs that are directly attributable to the
120 enhancements that are integral to the contractual terms. hedging instruments in an effective hedge, as appropriate. issuance of the guarantee.
ECLs are recognised in two stages. For credit exposures All financial liabilities are recognised initially at fair value and Subsequently, the liability is measured at the higher of
for which there has not been a significant increase in credit in the case of loans and borrowings and payables, net of the best estimate of the expenditure required to settle the
risk since initial recognition, ECLs are provided for credit directly attributable transaction costs. present obligation at the reporting date and the amount
losses that result from default events that are possible within recognised less cumulative amortisation.
the next 12-months (a 12-month ECL). For those credit The Group’s financial liabilities include trade and other
exposures for which there has been a significant increase payables, bank overdrafts, loans and borrowings. DERECOGNITION
in credit risk since initial recognition, a loss allowance is A financial liability is derecognised when the obligation
SUBSEQUENT MEASUREMENT
required for credit losses expected over the remaining life of under the liability is discharged or cancelled or expires.
the exposure, irrespective of the timing of the default The measurement of financial liabilities depends on their
classification as described below: When an existing financial liability is replaced by another
(a lifetime ECL).
from the same lender on substantially different terms or the
For trade receivables and contract assets, the Group applies LOANS AND BORROWINGS terms of an existing liability are substantially modified, such
a simplified approach in calculating ECLs. After initial recognition, interest bearing loans and an exchange or modification is treated as a derecognition of
borrowings are subsequently measured at amortised cost the original liability and the recognition of a new liability. The
Therefore, the Group does not track changes in credit risk,
using the EIR method. Gains and losses are recognised difference in the respective carrying amounts is recognised
but instead recognises a loss allowance based on lifetime
in the Statement of Profit or Loss when the liabilities are in the Income Statement.
ECLs at each reporting date.
derecognised as well as through the EIR amortisation
The Group considers a financial asset in default when process.
contractual payments are 360 days past due. However,
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OFFSETTING OF FINANCIAL INSTRUMENTS 2.2.9 INVENTORIES exceeds its recoverable amount, the asset is considered
Financial assets and financial liabilities are offset and the net Inventories are valued at the lower of cost and net realisable impaired and is written down to its recoverable amount.
amount reported in the consolidated statement of financial value except commodity broker – traders. Costs incurred in In assessing value in use, the estimated future cash flows
position if, and only if: bringing each product to its present location and conditions are discounted to their present value using a pre-tax
are accounted for as follows: discount rate that reflects current market assessments of the
• There is a currently enforceable legal right to offset the
recognised amounts and (a) Raw materials: time value of money and the risks specific to the asset. In
determining fair value less costs of disposal, recent market
• There is an intention to settle on a net basis, or to realise Purchase cost on a weighted average basis.
transactions are taken into account. If no such transactions
the assets and settle the liabilities simultaneously (b) Finished goods and work in progress: can be identified, an appropriate valuation model is used.
FAIR VALUE OF FINANCIAL INSTRUMENTS Cost of direct materials and labour and a proportion of These calculations are corroborated by valuation multiples,
The fair value of financial instruments that are traded in manufacturing overheads based on normal operating quoted share prices for publicly traded companies or other
active markets at each reporting date is determined by capacity but excluding borrowing costs. available fair value indicators.
reference to quoted market prices or dealer price quotations (c) Other inventories: At actual cost The Group bases its impairment calculation on detailed 121
(bid price for long positions and ask price for short
budgets and forecast calculations, which are prepared
positions), without any deduction for transaction costs. Net realisable value is the estimated selling price in separately for each of the Group’s CGUs to which the
the ordinary course of business, less estimated costs of individual assets are allocated. These budgets and forecast
For financial instruments not traded in an active market,
completion and the estimated costs necessary to make calculations generally cover a period of five years. A long-
the fair value is determined using appropriate valuation
the sale. term growth rate is calculated and applied to project future
techniques. Such techniques may include:
cash flows after the fifth year.
• Using recent arm’s length market transactions 2.2.10 IMPAIRMENT OF NON-FINANCIAL ASSETS
Impairment losses of continuing operations are recognised
• Reference to the current fair value of another instrument The Group assesses, at each reporting date, whether
that is substantially the same in the Statement of Profit or Loss in expense categories
there is an indication that an asset may be impaired. If
consistent with the function of the impaired asset.
• A discounted cash flow analysis or other valuation any indication exists, or when annual impairment testing
models. for an asset is required, the Group estimates the asset’s For assets excluding goodwill, an assessment is made
recoverable amount. at each reporting date to determine whether there is an
An analysis of fair values of financial instruments and further
details as to how they are measured are provided in Note 26 indication that previously recognised impairment losses
An asset’s recoverable amount is the higher of an asset’s
to the Financial Statements. no longer exist or have decreased. If such indication exists,
or CGU’s fair value less costs of disposal and its value in
the Group estimates the asset’s or CGU’s recoverable
use. The recoverable amount is determined for an individual
amount. A previously recognised impairment loss is reversed
asset, unless the asset does not generate cash inflows that
only if there has been a change in the assumptions used
are largely independent of those from other assets or groups
to determine the asset’s recoverable amount since the last
of assets. When the carrying amount of an asset or CGU
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impairment loss was recognised. The reversal is limited so 2.2.12 PROVISIONS (B) DEFINED BENEFIT PLAN – GRATUITY
that the carrying amount of the asset does not exceed its Provisions are recognised when the Group has a present A defined benefit plan is a post-employment benefit
recoverable amount, nor exceed the carrying amount that obligation (legal or constructive) as a result of a past plan other than a defined contribution plan. The defined
would have been determined, net of depreciation, had no event, where it is probable that an outflow of resources benefit is calculated by independent actuaries using
impairment loss been recognised for the asset in prior embodying economic benefits will be required to settle Projected Unit Credit (PUC) method as recommended by
years. Such reversal is recognised in the Statement of the obligation and a reliable estimate can be made of the LKAS 19 – “Employee benefits”. The present value of the
Profit or Loss. amount of the obligation. When the Group expects some defined benefit obligation is determined by discounting the
Goodwill is tested for impairment annually as at 31 March or all of a provision to be reimbursed, the reimbursement estimated future cash outflows using interest rates that are
and when circumstances indicate that the carrying value is recognised as a separate assets but only when the denominated in the currency in which the benefits will be
may be impaired. Impairment is determined for goodwill by reimbursement is virtually certain. The expense relating to paid, and that have terms to maturity approximating to the
assessing the recoverable amount of each CGU (or group of any provision is presented in the income statement net of terms of the related liability.
CGUs) to which the goodwill relates. When the recoverable any reimbursement. If the effect of the time value of money
The present value of the defined benefit obligations depends
is material, provisions are determined by discounting the
122 amount of the CGU is less than its carrying amount, on a number of factors that are determined on an actuarial
an impairment loss is recognised. Impairment losses relating expected future cash flows at a pre-tax rate that reflects
basis using a number of assumptions. Key assumptions
to goodwill cannot be reversed in future periods. current market assessments of the time value of money and,
used in determining the defined retirement benefit
where appropriate, the risks specific to the liability. Where
Intangible assets with indefinite useful lives are tested for obligations are given in Note 16. Any changes in these
discounting is used, the increase in the provision due to the
impairment annually as at 31 March at the CGU level, as assumptions will impact the carrying amount of defined
passage of time is recognised as a finance expense.
appropriate, and when circumstances indicate that the benefit obligations.
carrying value may be impaired. 2.2.13 EMPLOYEE BENEFITS The gratuity liability is not funded.
(A) DEFINED CONTRIBUTION PLANS – EMPLOYEES’
2.2.11 CASH AND CASH EQUIVALENTS 2.2.14 REVENUE FROM CONTRACTS WITH CUSTOMERS
PROVIDENT FUND & EMPLOYEES’ TRUST FUND
Cash and cash equivalents are defined as cash in hand, Revenue from contracts with customers is recognised
Employees are eligible for Employees’ Provident Fund
demand deposits and short term highly liquid investments, when control of the goods or services are transferred to
Contributions and Employees’ Trust Fund Contributions
readily convertible to known amounts of cash and subject to the customer at an amount that reflects the consideration
in line with the respective statutes and regulations in
insignificant risk of changes in value. to which the Group expects to be entitled in exchange for
Sri Lanka. The Company contributes 12% and 3% of gross
For the purpose of the Statement Cash Flows, cash and emoluments of employees to Employees’ Provident Fund those goods or services.
cash equivalents consist of cash and short-term deposits and Employees’ Trust Fund respectively. The Group has several operating segments which are
as defined above net of outstanding bank overdrafts as described In Note 27 to these Financial Statements. In all
they are considered an integral part of the Group’s cash operating segments, the Group has generally concluded
management. that it is the principal in its revenue arrangements, except for
the agency services below, because it typically controls the
goods or services before transferring them to the customer.
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SALE OF GOODS from customers, the transaction price for such contracts The Group elects to use the practical expedient regarding
Revenue from sale of goods is recognised at the point in is discounted, using the rate that would be reflected in a the disclosure requirement of the transaction price allocated
time when control of the asset is transferred to the customer, separate financing transaction between the Group and its to unsatisfied performance obligations. In nearly all
generally on delivery of the goods. The Group considers customers at contract inception, to take into consideration customer contracts either the original expected duration is
whether there are other promises in the contract that are the significant financing component. one year or less or the revenue is recognised at the amount
separate performance obligations to which a portion of the to which the Group has a right to invoice.
transaction price needs to be allocated (e.g., warranties, RENDERING OF SERVICES (LOGISTICS SECTOR)
customer loyalty points). In determining the transaction price The Group generates its revenues from four principal AGENCY SERVICES
for the sale of goods, the Group considers the effects of services: (1) Sea freight, (2) Air freight, (3) Overland, When the Group acts in the capacity of an agent rather than
variable consideration, the existence of significant financing and (4) Contract logistics. as the principal in a transaction, the revenue recognised is
components, non-cash consideration, and consideration the net amount that it retains for its agency services.
Revenues reported in each of these reportable segments
payable to the customer (if any).
include revenues generated from the principal service as well
CONTRACT ASSETS
(i) Variable consideration
as revenues generated from ancillary services like customs 123
clearance, export documentation, import documentation, A contract asset is the right to consideration in exchange for
If the consideration in a contract includes a variable amount, door-to-door service, and arrangement of complex logistics goods or services transferred to the customer. If the Group
the Group estimates the amount of consideration to which supply movement, that are incidental to the principal service. performs by transferring goods or services to a customer
it will be entitled in exchange for transferring the goods before the customer pays consideration or before payment
to the customer. The variable consideration is estimated In Sea freight, Air freight and Overland the Group generates is due, a contract asset is recognised for the earned
at contract inception and constrained until it is highly the majority of its revenues by purchasing transportation consideration that is conditional.
probable that a significant revenue reversal in the amount services from direct (asset-based) carriers and selling
of cumulative revenue recognised will not occur when the a combination of those services to its customers. In its CONTRACT LIABILITIES
associated uncertainty with the variable consideration is capacity of arranging carrier services, the Group issues
A contract liability is the obligation to transfer goods or
subsequently resolved. a contract of carriage to customers. Revenues related to
services to a customer for which the Group has received
shipments are recognised based upon the terms in the
consideration (or an amount of consideration is due) from
(ii) Significant financing component contract of carriage and to the extent a service is completed.
the customer. If a customer pays consideration before
The Group receives short-term advances from its customers. The Group measures the fulfilment of its performance
the Group transfers goods or services to the customer, a
Using the practical expedient in SLFRS 15, the Group does obligations as services are rendered based on the status
contract liability is recognised when the payment is made, or
not adjust the promised amount of consideration for the of a shipment.
the payment is due (whichever is earlier). Contract liabilities
effects of a significant financing component if it expects,
There are no significant judgements involved in the are recognised as revenue when the Group performs under
at contract inception, that the period between the transfer
measurement of the performance of its obligations and the contract.
of the promised good or service to the customer and
the Group’s contracts do not include any material variable
when the customer pays for that good or service will be
considerations.
one year or less. Where long-term advances are received
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In respect of taxable temporary differences associated with reporting date and are recognised to the extent that it has Tax on dividend income from subsidiaries is recognised as
investments in subsidiaries, equity accounted investee and become probable that future taxable profits will allow the an expense in the Consolidated Statement of Profit or Loss
interests in joint ventures, when the timing of the reversal deferred tax asset to be recovered. at the same time as the liability to pay the related dividend is
of the temporary differences can be controlled and it is recognised.
Deferred tax assets and liabilities are measured
probable that the temporary differences will not reverse in
at the tax rates that are expected to apply in the year
the foreseeable future. SALES TAX
when the asset is realised or the liability is settled, based on
Deferred tax assets are recognised for all deductible tax rates that have been enacted or substantively enacted Revenues, expenses and assets are recognised net of the
temporary differences, the carry forward of unused tax at the reporting date. amount of sales tax, except:
credits and any unused tax losses. Deferred tax assets are • When the sales tax incurred on a purchase of assets or
Deferred tax relating to items recognised outside the
recognised to the extent that it is probable that taxable profit services is not recoverable from the taxation authority, in
Statement of Profit or Loss is recognised outside the
will be available against which the deductible temporary which case, the sales tax is recognised as part of the cost
Statement of Profit or Loss. Deferred tax items are
differences, and the carry forward of unused tax credits and of acquisition of the asset or as part of the expense item,
recognised in correlation to the underlying transaction either
unused tax losses can be utilised, except:
in other comprehensive income or directly in equity. as applicable 125
When the deferred tax asset relating to the deductible
Tax benefits acquired as part of a business combination,
• Receivables and payables that are stated with the
temporary difference arises from the initial recognition of amount of sales tax.
but not satisfying the criteria for separate recognition at that
an asset or liability in a transaction that is not a business The net amount of sales tax recoverable from, or payable to,
date, would be recognised subsequently if new information
combination and, at the time of the transaction, affects the taxation authority is included as part of receivables or
about facts and circumstances changed. The adjustment
neither the accounting profit nor taxable profit or loss. payables in the Statement of Financial Position.
would either be treated as a reduction to goodwill (as long
In respect of deductible temporary differences associated as it does not exceed goodwill) if it was incurred during the
with investments in subsidiaries, equity accounted investee measurement period or in the Statement of Profit or Loss.
2.3 GENERAL
and interests in joint ventures, deferred tax assets are 2.3.1 EVENTS OCCURRING AFTER
The Group offsets deferred tax assets and deferred tax
recognised only to the extent that it is probable that the THE REPORTING DATE
liabilities if and only if it has a legally enforceable right to
temporary differences will reverse in the foreseeable future All material post reporting date events have been considered
set off current tax assets and current tax liabilities and the
and taxable profit will be available against which the and where appropriate adjustments or disclosures have
deferred tax assets and deferred tax liabilities relate to
temporary differences can be utilised. been made in the respective Notes to the Financial
income taxes levied by the same taxation authority on either
The carrying amount of deferred tax assets is reviewed at Statements.
the same taxable entity or different taxable entities which
each reporting date and reduced to the extent that it is no intend either to settle current tax liabilities and assets on
longer probable that sufficient taxable profit will be available a net basis, or to realise the assets and settle the liabilities
to allow all or part of the deferred tax asset to be utilised. simultaneously, in each future period in which significant
Unrecognised deferred tax assets are reassessed at each amounts of deferred tax liabilities or assets are expected to
be settled or recovered.
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2.3.2 EARNINGS PER SHARE Segment results that are reported to the Chairman include and financial instruments with discretionary participation
The Group presents basic and diluted earnings per share items directly attributable to a segment as well as those that features. A few scope exceptions will apply. The overall
(EPS) for its ordinary shares. Basic EPS is calculated can be allocated on a reasonable basis. objective of SLFRS 17 is to provide an accounting model
by dividing the profit or loss attributable to ordinary for insurance contracts that is more useful and consistent
Segment capital expenditure is the total cost incurred during
shareholders of the Company by the weighted average for insurers. In contrast to the requirements in SLFRS 4,
the period to acquire property, plant and equipment, and
number of ordinary shares outstanding during the period. which are largely based on grandfathering previous local
intangible assets other than goodwill.
Diluted EPS is determined by adjusting the profit or loss accounting policies, SLFRS 17 provides a comprehensive
attributable to ordinary shareholders and the weighted model for insurance contracts, covering all relevant
2.3 STANDARDS ISSUED BUT NOT YET EFFECTIVE
average number of ordinary shares outstanding for the accounting aspects. The core of SLFRS 17 is the
The new and amended standards and interpretations that general model, supplemented by
effects of all dilutive potential ordinary shares.
are issued, but not yet effective, up to the date of issuance
of the Group’s Financial Statements are disclosed below. – A specific adaptation for contracts with direct
2.3.3 STATEMENT OF CASH FLOWS participation features (the variable fee approach)
The Group intends to adopt these new and amended
126 The Statement of Cash Flows has been prepared using standards and interpretations, if applicable, when they – A simplified approach (the premium allocation approach)
the “indirect method”. become effective. Management has assessed that the mainly for short-duration contracts
Interest paid is classified as an financing cash flow. Grants application of these standards and amendments do not
have material impact on the Financial Statements of the AMENDMENTS TO LKAS 8 DEFINITION OF
received, which are related to purchase and construction
Company and Group. ACCOUNTING ESTIMATES
of property, plant and equipment are classified as investing
cash flows. Dividend and interest income are classified as The amendments are effective for annual reporting
cash flows from investing activities. AMENDMENTS TO SLFRS 17 INSURANCE CONTRACTS periods beginning on or after 1 January 2023. Earlier
SLFRS 17 is effective for annual reporting periods beginning application is permitted.
Dividends paid are classified as financing cash flows.
on or after 1 January 2025, with comparative figures The amendments clarify the distinction between changes in
required. Early application is permitted, provided the entity accounting estimates and changes in accounting policies
2.3.4 SEGMENT REPORTING
also applies SLFRS 9 and SLFRS 15 on or before the date it and the correction of errors. Also, they clarify how entities
An operating segment is a component of the Group that first applies SLFRS 17. use measurement techniques and inputs to develop
engages in business activities from which it may earn
SLFRS 17 is a comprehensive new accounting standard accounting estimates. The amended standard clarifies that
revenues and incur expenses, including revenues and
for insurance contracts covering recognition and the effects on an accounting estimate of a change in an
expenses that relate to transactions with any of the Group’s
measurement, presentation and disclosure. Once effective, input or a change in a measurement technique are changes
other components. All operating segments’ operating results
SLFRS 17 will replace SLFRS 4 Insurance Contracts in accounting estimates if they do not result from the
are reviewed regularly by the Chairman and the Board to
(SLFRS 4) that was issued in 2005. SLFRS 17 applies to correction of prior period errors.
make decisions about resources to be allocated to the
segment and assess its performance, and for which discrete all types of insurance contracts (i.e., life, non-life, direct
financial information is available. insurance and re-insurance), regardless of the type of
entities that issue them, as well as to certain guarantees
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AMENDMENTS TO LKAS 12 DEFERRED TAX RELATED entities provide accounting policy disclosures that are more estimates and assumptions that affect the application of
TO ASSETS AND LIABILITIES ARISING FROM A useful by: accounting policies and the reported amounts of assets,
SINGLE TRANSACTION – Replacing the requirement for entities to disclose their liabilities, income and expenses. Judgements and estimates
The amendments are effective for annual reporting periods “significant” accounting policies with a requirement to are based on historical experience and other factors,
beginning on or after 1 January 2023. disclose their “material” accounting policies. including expectations that are believed to be reasonable
under the circumstances. Hence actual experience and
The amendments clarify that where payments that settle – Adding guidance on how entities apply the concept of
results may differ from these judgements and estimates.
a liability are deductible for tax purposes, it is a matter materiality in making decisions about accounting policy
of judgement (having considered the applicable tax law) disclosures. Estimates and underlying assumptions are reviewed on
whether such deductions are attributable for tax purposes an ongoing basis. Revisions to accounting estimates are
AMENDMENTS TO LKAS 1 CLASSIFICATION OF recognised in the period in which the estimates are revised if
to the liability recognised in the Financial Statements
LIABILITIES AS CURRENT OR NON-CURRENT the revision affects only that period and any future periods.
(and interest expense) or to the related asset component
(and interest expense). This judgement is important in The amendments are effective for annual reporting periods
Information about significant areas of estimation uncertainty
determining whether any temporary differences exist on beginning on or after 1 January 2023. 127
and critical judgements in applying accounting policies that
initial recognition of the asset and liability. Amendments to LKAS 1 Presentation of Financial have the most significant effect on the amounts recognised in
Also, under the amendments, the initial recognition Statements specify the requirements for classifying liabilities the Financial Statements is included in the following Notes.
exception does not apply to transactions that, on initial as current or noncurrent. The amendments clarify -
recognition, give rise to equal taxable and deductible GOING CONCERN
– What is meant by a right to defer settlement.
temporary differences. It only applies if the recognition of a In determining the basis of preparing Financial Statements
– That a right to defer must exist at the end of the reporting
lease asset and lease liability (or decommissioning liability for the year ended 31 March 2023, based on available
period
and decommissioning asset component) give rise to taxable information, the management has assessed the existing and
and deductible temporary differences that are not equal. – That classification is unaffected by the likelihood that an anticipated effects on COVID-19 on the Group Companies
entity will exercise its deferral right. and the appropriateness of the use of the going concern
AMENDMENTS TO LKAS 1 AND IFRS PRACTICE – That only if an embedded derivative in a convertible basis. In March 2023, each sector evaluated the resilience
STATEMENT 2 DISCLOSURE OF ACCOUNTING POLICIES liability is itself an equity instrument would the terms of a of its businesses considering a wide range of factors under
The amendments are effective for annual reporting periods liability not impact its classification. multiple stress tested scenarios, relating to expected
beginning on or after 1 January 2023. – Disclosures revenue streams, cost management, profitability, the ability
to defer non-essential capital expenditure, debt repayment
Amendments to LKAS 1 and IFRS Practice Statement 2 2.4 SIGNIFICANT ACCOUNTING ESTIMATES schedule, if any, cash reserves and potential sources of
Making Materiality Judgements, provides guidance and AND JUDGEMENTS financing facilities, if required, and the ability to continue at
examples to help entities apply materiality judgements to least impacted as possible.
The preparation of Financial Statements in conformity with
accounting policy disclosures. The amendments aim to help
SLFRS/LKAS’s requires management to make judgements,
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Having presented the outlook for each sector to the holding upon the likely timing and the level of future taxable profits historical observed default rates are updated and changes
company Board and after due consideration of the range together as with future tax planning strategies. in the forward-looking estimates are analysed.
and likelihood of outcomes, the Directors are satisfied that
The assessment of the correlation between historical
the Company, its subsidiaries and associates have adequate MEASUREMENT OF THE EMPLOYEE BENEFIT
observed default rates, forecast economic conditions
resources to continue in operational existence for the OBLIGATIONS
and ECLs is a significant estimate. The amount of ECLs
foreseeable future and continue to adopt the going concern The present value of the employee benefit obligations is sensitive to changes in circumstances and of forecast
basis in preparing and presenting Financial Statements. depends on a number of factors that are determined on economic conditions. The Group’s historical credit loss
an actuarial basis using a number of assumptions. Key experience and forecast of economic conditions may also
TAXATION assumptions used in determining the defined retirement not be representative of customer’s actual default in the
Uncertainties exist with respect to the interpretation of benefit obligations are given in Note 16 to the Financial future. The information about the ECLs on the Group’s trade
complex tax regulation, changes in tax laws, and the amount Statements. Any changes in these assumptions will impact receivables and contract assets is disclosed in Note 10.
and timing of future taxable income. Given the wide range of the carrying amount of employee benefit obligations.
international business relationships and the long-term nature FAIR VALUE MEASUREMENT
128 and the complexity of existing contractual agreements, MEASUREMENT OF THE RECOVERABLE AMOUNT OF
Fair value is the price that would be received to sell an
differences arising between the actual results and the CASH-GENERATING UNITS CONTAINING GOODWILL
asset or paid to transfer a liability in an orderly transaction
assumptions made, or future changes to such assumptions, The Group tests annually whether goodwill requires between market participants at the measurement date. The
could necessitate future adjustments to tax income and impairment, in accordance with the accounting policy stated fair value measurement is based on the presumption that
expense already recorded. The Group establish provisions, in Note 2.2.9. The basis of determining the recoverable the transaction to sell the asset or transfer the liability takes
based on reasonable estimates, for possible consequences amounts of cash generating units and key assumptions used place either;
of audits by the tax authorities of the respective countries in are given in Note 5.1.5 to the Financial Statements.
which it operates. The amount of such provisions is based • In the principal market for the asset or liability;
on various factors, such as experience of previous tax audits PROVISION FOR EXPECTED CREDIT LOSSES (ECL) or
and differing interpretations of tax regulations by the taxable OF TRADE RECEIVABLE
entity and the responsible tax authority. Such differences • In the absence of a principal market, in the most
The Group uses a provision matrix to calculate ECLs for advantageous market for the asset or liability;
of interpretation may arise on a wide variety of issues
trade receivables. The provision rates are based on days
depending on the conditions prevailing in the respective The principal or the most advantageous market must be
past due for groupings of various customer segments that
domicile of the Group companies. accessible by the Group.
have similar loss patterns.
Deferred tax assets are recognised for unused tax losses The fair value of an asset or a liability is measured using
The provision matrix is initially based on the Group’s
to the extent that it is probable that taxable profit will be the assumptions that market participants would use
historical observed default rates. The Group will calibrate
available against which the losses can be utilised. Significant when pricing the asset or liability, assuming that market
the matrix to adjust the historical credit loss experience with
management judgement is required to determine the amount participants act in their economic best interest.
forward-looking information. At every reporting date, the
of deferred tax assets that can be recognised, based on
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A fair value measurement of a non-financial asset takes into For assets and liabilities that are recognised in the Financial The Senior Management, in conjunction with the Group’s
account a market participant's ability to generate economic Statements at fair value on a recurring basis, the Group external valuers, also compares the change in the fair value
benefits by using the asset in its highest and best use or by determines whether transfers have occurred between of each asset and liability with relevant external sources to
selling it to another market participant that would use the levels in the hierarchy by re-assessing categorisation determine whether the change is reasonable.
asset in its highest and best use. (based on the lowest level input that is significant to
On an annual basis, the Senior Management presents the
the fair value measurement as a whole) at the end of each
The Group uses valuation techniques that are appropriate valuation results to the Audit Committee and the Group’s
reporting period.
in the circumstances and for which sufficient data are Independent Auditors. This includes a discussion of the
available to measure fair value, maximising the use of The Group’s Senior Management and Board determines the major assumptions used in the valuations.
relevant observable inputs and minimising the use of policies and procedures for fair value measurement, such as
For the purpose of fair value disclosures, the Group has
unobservable inputs. land and buildings and biological assets.
determined classes of assets and liabilities on the basis of
All assets and liabilities for which fair value is measured Involvement of external valuers is determined annually by the nature, characteristics and risks of the asset or liability
or disclosed in the Financial Statements are categorised the Senior Management and the Board after discussion with and the level of the fair value hierarchy, as explained above.
within the fair value hierarchy, described as follows, based and approval by the Company’s Audit Committee. Selection 129
on the lowest level input that is significant to the fair value criteria include market knowledge, reputation, independence
measurement as a whole: and whether professional standards are maintained. The
Senior Management decides, after discussions with the
Level 1 – Quoted (unadjusted) market prices in active
Group’s external valuers, which valuation techniques and
markets for identical assets or liabilities.
inputs to use for each case.
Level 2 – Valuation techniques for which the lowest level
At each reporting date, the Senior Management analyses
input that is significant to the fair value measurement is
the movements in the values of assets and liabilities which
directly or indirectly observable.
are required to be remeasured or re-assessed as per the
Level 3 – Valuation techniques for which the lowest level Group’s accounting policies. For this analysis, the Senior
input that is significant to the fair value measurement is Management verifies the major inputs applied in the latest
unobservable. valuation by agreeing the information in the valuation
computation to contracts and other relevant documents.
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As at 1 April 2022 744,831,636 1,440,021,323 2,787,475,769 1,501,321,345 709,882,078 1,356,507,608 866,521,290 62,488,590 815,039,307 36,300,482 10,320,389,428
Additions – 41,683,293 3,405,333,953 192,389,395 287,396,877 542,123,928 195,716,658 100,939,248 233,894,869 95,793,512 5,095,271,733
Disposals – – (123,947,665) (85,227,410) (130,517,239) (251,608,866) (317,312,448) (38,217,971) (32,447,830) – (979,279,429)
Transfers from/to others – – (4,267,061) 112,934,906 2,481,592 16,761,275 – 127,000 (108,916,230) (19,121,482) –
Acquisition of subsidiaries 136,535,508 209,840,620 581,738,057 111,617,807 67,771,838 190,630,055 2,444,174 – 75,012,892 – 1,375,590,951
As at 31 March 2023 867,520,423 1,218,901,537 4,823,369,192 809,928,161 461,377,613 740,968,071 317,240,423 102,632,100 444,619,397 107,939,799 9,894,496,716
As at 1 April 2022 744,831,636 1,039,758,584 1,760,331,169 744,027,876 328,410,470 473,690,439 222,631,040 13,051,869 387,760,721 36,300,482 5,750,794,286
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3.1.4 During the financial year, the Group acquired property, plant and equipment to the The aggregate values of the property, plant and equipment of above companies as at the
aggregate value of Rs. 5,095,271,733/- (2022 – Rs. 1,958,160,799/-). Cash payments date of disposal were as follows:
amounting to Rs. 5,095,271,733/- (2022 – Rs.1,958,160,799/- ) were made during the year
Cost Accumulated Carrying value
ended for purchase of property, plant and equipment. depreciation
Rs. Rs. Rs.
3.1.5 ACQUISITION OF SUBSIDIARIES - PROPERTY, PLANT AND EQUIPMENT
Freehold land 5,780,300 – 5,780,300
During the year, the Group has acquired TT Aviation Handling Services (Private) Limited,
Trans American Customhouse Brokers LLC (and its group companies) and Locher Evers Furniture and fittings 1,088,817 1,081,865 6,952
International Inc (and its group companies) with property, plant and equipment. Detailed Office and factory equipment 1,838,621 1,026,115 812,506
disclosure is set out in Note 34. Technological equipment 9,941,824 6,685,379 3,256,445
Motor vehicle 16,063,259 16,063,259 –
The aggregate values of the property, plant and equipment of above companies as at the
34,712,821 24,856,618 9,856,203
date of acquisition were as follows:
Office and factory equipment 67,771,838 40,976,293 26,795,545 Additions 55,001 2,837,790 8,082,773 – – 10,975,564
Technological equipment 190,630,055 115,603,696 75,026,359 As at 31 March 2023 11,140,895 9,086,370 54,041,360 49,211,450 26,233,731 149,713,806
3.2.4. During the financial year, the Company acquired property, plant and equipment to the 4.2 ACCUMULATED DEPRECIATION
aggregate value of Rs. 10,975,564/- (2022 – Rs. 5,886,105/-). Cash payments amounting to
Group Company
Rs. 10,975,564/- (2022 – Rs. 5,886,105/- ) were made during the year ended for purchase of
Property Motor vehicles Total Property Total
property, plant and equipment. Rs. Rs. Rs. Rs. Rs.
4.1 COST
Group Company
Set out below are the carrying amounts of lease liabilities (included under interest-bearing loans and borrowings):
The maturity analysis of lease liabilities are disclosed in Note 15.4. 133
4.5 AMOUNTS RECOGNISED IN PROFIT OR LOSS
Note Group Company
Total depreciation expense of right-of-use assets 22.1 4,806,916,111 2,030,965,835 31,846,161 27,104,199
Interest cost on lease liabilities 20 728,779,173 194,099,468 3,978,605 1,964,602
Total expense relating to leases of low-value assets and short term leases 22.2 815,362,782 117,626,245 – –
Total amount recognised in profit or loss 6,351,058,066 2,342,691,548 35,824,766 29,068,801
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5. INTANGIBLE ASSETS
5.1 GROUP
5.1.1 COST
Computer software Goodwill Brand value Customer list License (with Trademark Total
(with definite useful life (with definite useful life) indefinite useful life) (with definite useful life)
Rs. Rs. Rs. Rs. Rs. Rs. Rs.
and it is a system developed in house to provide additional visibility to customers and extract Acquired during the period ended
information on a real time basis. The capitalisation policy was based on the Human Resource 31 March 2022:
cost incurred to develop & maintain the system. The Information Technology Platform is a Complete Transport Solutions LLC Americas 882,339,720 882,339,720
critical part of the business operation and has been customised to meet the Company’s Corporacion K&C, S.A. de C.V Americas 2,964,894 2,964,894
business requirements.
IDEA El Salvador S.A. de C.V Americas 41,060,495 41,060,495
Detailed disclosure is set out in Note 34. IDEA Global LLC Americas 222,046,787 222,046,787
IDEA Guatemala S.A Americas 22,189,558 22,189,558
Rs.
IDEA Nicaragua de S.A Americas 86,875,952 86,875,952
Acquisition of subsidiaries
1,257,477,406 1,257,477,406
Cost 1,080,079,980
Accumulated amortisation 440,520,939
Acquired during the period ended 135
31 March 2023:
Carrying value 639,559,041
Gabo Travels Overseas (Private) Limited Sri Lanka 25,807,042 –
LEI Cartage Ltd. Canada 1,016,908,473 –
5.1.5 GOODWILL
LEI Customs Brokers Inc. Canada 945,810,760 –
Goodwill acquired through business combinations have been allocated to cash generating
Locher Evers International Inc Canada 9,710,057,566 –
units (CGU’s) for impairment testing as follows:
Locher Evers International Limited (UK) United Kingdom 222,640,053 –
Country 2023 2022 Trans American Customhouse Brokers, Inc. Americas 7,343,609,800 –
Rs. Rs.
Trans American Customs
EFL Global B.V. Belgium 50,125,352 50,125,352 Brokers of Canada, LTD Canada 2,549,108,424 –
EFL Global Freeport (Private) Limited Sri Lanka 206,922,113 206,922,113 Trans American Global Trade Services LLC Americas 1,396,529,331 –
Expo Freight (Shanghai) Limited China 6,664,711 6,664,711 Transure Express LLC Americas 1,465,086,846 –
Expofreight (Hong Kong) Limited Hong Kong 6,016,298 6,016,298 TT Aviation Handling Services
(Private) Limited India 213,781,999 –
Expolanka Freight (Vietnam) Limited Vietnam 33,262,114 33,262,114
24,889,340,294 –
Expolanka USA LLC Americas 121,654,555 121,654,555
27,014,540,454 2,125,200,160
Quickee Delivery Solutions (Private) Limited Sri Lanka 13,004,083 13,004,083
Seville Container Freight Station Inc Americas 430,073,528 430,073,528 The recoverable amount of all CGUs have been determined based on the value in use (VIU)
867,722,754 867,722,754 calculation.
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5.1.6 KEY ASSUMPTIONS USED IN THE VIU CALCULATIONS The volume growth of the respective countries are as follows:
The Group performed its annual impairment test in 31 March 2023 and 2022. Impairment Volume growth rates (%)
test was based on the VIU calculation of respective companies. The value in use calculation 1 to 5 years Beyond 5 years
is based on a discounted cash flow model. Management has considered 5 years free cash
flows for this purpose. Americas 5 - 30 1
Belgium 15 to 60 1
The cash flows are derived from the most recent budget and do not included the restructuring
China 1-5 1
activities that the Group is not yet committed to or significant future investments that will
Hong Kong 1-5 1
enhance the asset's performance of the cash generated unit being tested. The recoverable
Sri Lanka 10 - 30 1
amount is most sensitive to the discount rate used for the discounted cash flow model as well
as the expected future cash inflows and the growth rate used for extrapolation purposes. Vietnam 1-5 1
margins achieved in the year preceding the budgeted year adjusted for projected market As at Amortisation As at
1 April 2022 for the year 31 March 2023
conditions. Rs. Rs. Rs. Rs. Rs.
DISCOUNT RATES IDEA Global LLC 5 Years 191,723,974 25,563,197 38,344,794 63,907,991 127,815,983
IDEA Honduras,
The discount rate used is the risk free rate, adjusted by the addition of an appropriate risk S. de R.L. de C.V 5 Years 136,114,630 18,148,618 27,222,937 45,371,555 90,743,075
premium. (8% – 16%)
IDEA Nicaragua
de S.A. 5 Years 53,369,872 7,115,983 10,673,974 17,789,957 35,579,915
INFLATION IDEA Guatemala S.A. 5 Years 19,268,751 2,569,167 3,853,750 6,422,917 12,845,834
The basis used to determine the value assigned to the budgeted cost inflation, is the inflation IDEA El Salvador
rate, based on projected economic conditions. S.A. de C.V 5 Years 21,217,018 2,828,936 4,243,404 7,072,340 14,144,678
Corporacion K&C,
VOLUME GROWTH S.A. de C.V. 5 Years 1,133,344 151,111 226,670 377,781 755,563
Locher Evers
Volume growth has been budgeted on a reasonable and realistic basis by taking into account
International Inc 25 Years 3,296,132,970 – – – 3,296,132,970
the growth rates of one to four years immediately subsequent to the budgeted year based
LEI Cartage Ltd. 25 Years 339,428,085 – – – 339,428,085
on Industry growth rates. Cash flows beyond the five year period are extrapolated using 1%
LEI Customs
growth rate. Brokers Inc. 25 Years 306,712,125 – – – 306,712,125
Locher Evers
International
Limited (UK) 25 Years 147,221,820 – – – 147,221,820
4,512,322,589 56,377,012 84,565,518 140,942,530 4,371,380,059
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6. INVESTMENTS IN SUBSIDIARIES
6.1 COMPANY
Note 2023 2022 Note 2023 2022
Holding Amount Holding Amount Holding Amount Holding Amount
% Rs. % Rs. % Rs. % Rs.
138 EFL Global Logistics (Pte) Ltd. – Singapore 100 211,016,250 100 211,016,250 Total carrying value of investments in subsidiaries 4,555,482,116 4,525,482,116
Excelsior Logistics (Private) Limited – Sri Lanka 100 100,000 100 100,000
Investment in subsidiaries is initially recognised at cost in the Financial Statements of
Expo Visa Services (Private) Limited – Sri Lanka 100 1,173,555 100 1,173,555
the Company. Any transaction cost relating to acquisition of investment in subsidiaries is
Expolanka (Private) Limited – Sri Lanka 100 596,111,561 100 596,111,561
immediately recognised in the income statement. After the initial recognition, Investments in
Expolanka Freight (Private) Limited – Sri Lanka 100 292,098,014 100 292,098,014
subsidiaries are carried at cost less any accumulated impairment losses.
Freight Care (Private) Limited – Sri Lanka 100 4,423,590 100 4,423,590
Gabo Travels (Private) Limited – Sri Lanka 100 – 0 – 6.1.1 PROVISION FOR IMPAIRMENT OF INVESTMENTS IN SUBSIDIARIES
Gabo Travels Overseas (Private) Limited – Sri Lanka 100 30,000,000 0 – Impairment provision is recognised to the extent that exceeds the carrying value over the
Gabo Holidays (Private) Limited – Sri Lanka 100 – 0 – investee’s recoverable value as at the reporting date. Note 2.2.9 provides further details on
International Airlines Services (Private) Limited Group's policy of assessing the recoverable value.
– Sri Lanka 100 10,027,737 100 10,027,737
ITX 360 (Private) Limited – Sri Lanka 100 100,000,000 100 100,000,000 The provision for impairment of investments in International Airlines Services (Private)
Logistics Park (Private) Limited – Sri Lanka 100 1,250,000,000 100 1,250,000,000
Limited, Expo Visa Services (Private) Limited and Mirai Relocations (Private) Limited [UCL
Logistics (Private) Limited] have been recognised in prior periods as the operations of these
Mirai Relocations (Private) Limited
(UCL Logistics (Private) Limited) – Sri Lanka 100 17,631,222 100 17,631,222 entities have been discontinued.
SG Logistics (Private) Limited – Sri Lanka 100 79,105,042 100 79,105,042 At each reporting date, the Company determines whether there is an indication that the
Tropikal Life International (Private) Limited – above provision for impairment of investments recognised in prior periods needs to be
Sri Lanka 100 41,000,050 100 41,000,050
reversed, based on the changes in the estimates used to determine the recoverable amount.
4,584,314,630 4,554,314,630
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Country Number Effective holding 2023 2022 Number Effective holding 2023 2022
of shares % Rs. Rs. of shares % Rs. Rs.
Quoted
Amana Takaful Maldives PLC Maldives 4,600,000 22.73 43,990,000 43,990,000 4,600,000 22.73 43,990,000 43,990,000
Unquoted
EFL Global Projects Private Limited
(Caliber Global India Private Limited) India 100,000 0(2022–50) – 2,719,222 – 0 – – 139
Globe Air (Private) Limited Sri Lanka 250,001 50 67,500,000 67,500,000 250,001 50 67,500,000 67,500,000
The investment in equity accounted investees in separate financial statements are carried at cost.
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Cash flows from/(used in) operating activities 765,824,100 608,327,823 (14,096,155) 19,935,542 751,727,945 628,263,365
Cash flows from/(used in) investing activities (750,902,367) (407,427,425) 853,617 1,096,152 (750,048,750) (406,331,273)
Cash flows from/(used in) financing activities (119,711,806) (67,321,352) (20,568,177) (8,831,729) (140,279,983) (76,153,081)
Total assets, include cash and cash equivalents of Rs. 204,640,718 (2022 – Rs. 308,541,244/-) and prepayments of Rs. 357,005,140 (2022 – Rs. 56,344,706/-).
Profit before income tax is stated after charging depreciation and amortisation of Rs. 50,168,906 (2022 – Rs. 34,642,504/-) and interest expense of Rs. 309,990 (2022 – 6,516,794).
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2023 2022
Rs. Rs.
8.1.1 INVESTMENTS IN NON-QUOTED SECURITIES
Fair value of the unquoted ordinary shares has been estimated using a Discounted Cash Flow Raw materials 2,667,031 289,723
(DCF) model. The valuation requires management to make certain assumptions about the Packing materials 99,392,493 92,013,227
model inputs, including forecast cash flows, the discount rate, credit risk and volatility. Finished goods 155,235,723 195,429,652
The probabilities of the various estimates within the range can be reasonably assessed and Consumables 7,260,296 2,178,435
are used in management's estimate of fair value for these unquoted equity investments.
Stationeries – 1,682,012
Total of inventories lower of cost and net realisable value 264,555,543 291,593,049
9.1 The carrying amount of inventories carried at fair value less costs to sell of revolving
perishable goods amounts to Rs. 267,100,946/– (2022 – Rs. 377,100,946/–). Other
inventories are carried at cost.
9.2 The amount of inventories recognised as an expense during the period amounts to
Rs. 1,327,686/– (2022 – Rs. 724,898/–.)
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10. TRADE AND OTHER RECEIVABLES 10.2 As at 31 March, the ageing analysis of trade receivables, is as follows:
Note Group Company Group
Trade debtors 72,100,984,714 189,687,104,454 – – Neither due nor past impaired 45,079,627,906 155,629,993,750
Less: Allowances for
Past due but not impaired
expected credit losses 10.1 (5,548,698,787) (2,833,692,938) – –
0 – 180 days 8,566,415,646 27,740,442,991
10.2 66,552,285,927 186,853,411,516 – –
181 – 360 days 12,906,242,375 3,482,974,775
Other debtors 1,378,486,930 26,189,374,408 – 2,000,000
> 360 days – –
Amounts due from
related parties 10.3 28,014,320 63,724,751 30,058,030 45,293,174 Allowance for expected credit losses 5,548,698,787 2,833,692,938
Loans granted to Gross carrying value 72,100,984,714 189,687,104,454
142 related parties – – 892,000,000 – Allowance for expected credit losses (5,548,698,787) (2,833,692,938)
67,958,787,177 213,106,510,675 922,058,030 47,293,174 Total 66,552,285,927 186,853,411,516
10.1 ALLOWANCES FOR EXPECTED CREDIT LOSSES Information on credit risk exposure are disclosed in Note 32.4.
Group
10.3 AMOUNTS DUE FROM RELATED PARTIES
2023 2022
Rs. Rs. Note Group Company
Disposal of subsidiaries (13,367,429) – These outstanding balances are short term and revolving balances which are unsecured.
Exchange fluctuation 5,429,810 647,352,376
As at 31 March 5,548,698,787 2,833,692,938
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Globe Air (Private) Limited 13,517,978 11,936,132 8,847,945 8,847,945 Other Related Parties –
13,517,978 11,936,132 8,847,945 8,847,945 Foundation
Yahaguna Padanama – 18,461,223 – 18,461,223
14,496,342 51,788,619 2,800,366 18,635,951
10.4.2 MOVEMENT OF LOANS GRANTED TO RELATED PARTIES 12. CASH AND CASH EQUIVALENTS
Group Company Note Group Company
2023 2022 2023 2022 2023 2022 2023 2022
Rs. Rs. Rs. Rs. Rs. Rs. Rs. Rs.
11. PREPAYMENTS AND OTHER ASSETS 13.1 FULLY PAID ORDINARY SHARES
Note Group Company Number Rs.
2023 2022 2023 2022
Rs. Rs. Rs. Rs. As at 1 April 2022 1,954,915,000 4,097,985,000
As at 31 March 2023 1,954,915,000 4,097,985,000
Advances 540,512,669 11,718,198,355 1,214,006 2,830,943
Deposits 11.1 2,939,609,414 1,203,440,968 5,021,600 4,971,600
Prepaid Expenses 3,327,676,184 911,164,582 32,212,151 18,869,749
Statutory Receivables 11.2 962,089,180 426,023,379 979,328 979,328
Total Prepayments 7,769,887,447 14,258,827,284 39,427,085 27,651,620
11.1 Deposits include rental deposits of Rs. 972,865,834/- (2022 – Rs. 778,652,109/-.)
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14. FOREIGN CURRENCY TRANSLATION RESERVE 15.2 NON-CURRENT FINANCE COST-BEARING LOANS AND BORROWINGS
Group Group Company
2023 2022 2023 2022 2023 2022
Rs. Rs. Rs. Rs. Rs. Rs.
15. FINANCING AND LEASE PAYABLES 15.3 MOVEMENT OF FINANCE COST BEARING LOANS AND BORROWINGS
145
15.1 CURRENT FINANCE COST BEARING LOANS AND BORROWINGS 15.3.1 GROUP
Group Company Leases Bank Related party Total
financing borrowings
Note 2023 2022 2023 2022
Note Rs. Rs. Rs. Rs.
Rs. Rs. Rs. Rs.
Leases 4,415,684,151 3,079,132,134 15,126,121 12,281,968 As at 1 April 2022 10,763,590,766 3,760,408,677 76,425,894,991 90,949,894,434
Finance obtained 15.3.3. 7,649,494,303 284,192,584 8,587,750,000 16,521,436,887
Bank financing
Repayment 15.3.4. (4,343,346,213) (1,554,546,548) (84,268,170,211) (90,166,062,972)
Short-term bank
financing – 1,363,939,638 – – Acquisition of
subsidiaries 12,952,152 – – 12,952,152
Current portion of
long-term bank Disposal of
financing 987,182 35,832,151 – – subsidiaries (2,096,594) – – (2,096,594)
Exchange difference 798,410,826 129,152,519 13,038,052,091 13,965,615,436
Related party borrowings
As at 31 March 2023 14,879,005,240 2,619,207,232 13,783,526,871 31,281,739,343
Short-term related
party borrowings 8,200,249,993 69,667,000,003 – – Non-current 10,463,321,089 2,618,220,050 3,713,073,200 16,794,614,339
Current portion of Current 4,415,684,151 987,182 10,070,453,671 14,487,125,004
long-term related party
borrowings 1,870,203,678 1,669,416,660 – – Bank overdrafts 575,066,669
Total current finance
Bank overdrafts 12 575,066,669 1,181,678,613 – – cost bearing loans
15,062,191,673 76,996,999,199 15,126,121 12,281,968 and borrowings 15,062,191,673
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15.3.2 COMPANY
Leases Bank Total Group Company
financing 2023 2022 2023 2022
Rs. Rs. Rs. Rs. Rs. Rs. Rs.
2022 2022
Gross lease liability 3,462,917,866 6,628,156,170 1,349,361,276 11,440,435,312 Gross lease liability 14,838,198 39,713,930 6,537,010 61,089,138
Interest in suspense (383,785,732) (238,085,483) (54,973,331) (676,844,546) Interest in suspense (2,556,230) (5,672,790) (188,220) (8,417,240)
Net lease liability 3,079,132,134 6,390,070,687 1,294,387,945 10,763,590,766 Net lease liability 12,281,968 34,041,140 6,348,790 52,671,898
Bank financing 1,399,771,789 2,360,636,888 – 3,760,408,677 Bank financing – 2,337,389,330 – 2,337,389,330
Related party borrowings 71,336,416,663 5,089,478,328 – 76,425,894,991 12,281,968 2,371,430,470 6,348,790 2,390,061,228
Bank overdrafts 1,181,678,613 – – 1,181,678,613
76,996,999,199 13,840,185,903 1,294,387,945 92,131,573,047 147
15.4.2 COMPANY
2023
EFL Global B.V. – Belgium ING Bank – 33,402,790 Revolving overdraft facility None
Expo Freight (Private) Limited – India HDFC Bank Limited – 35,549,170 Repayable in 60 monthly installments Vehicle hypothecation
Expo Freight (Private) Limited – India HDFC Bank Limited – 746,887,967 Repayable in 3 months Secured against the current
assets of the Company
Expolanka (Private) Limited – Sri Lanka Amana Bank PLC – 205,000,000 Repayable in 90 to 180 days None
from borrowing date
Expolanka (Private) Limited – Sri Lanka Amana Bank PLC – 3,025,000 Repayable in 24 months days None
from borrowing date
148 Expolanka (Private) Limited – Sri Lanka National Development Bank PLC – 105,000,000 Repayable in 90 days from borrowing date Corporate guarantee from
Expolanka Holdings PLC
Expolanka Holdings PLC – Sri Lanka National Development Bank PLC 2,618,220,050 2,337,389,330 Revolving overdraft facility under the None
pooling arrangement
Logistics Park (Private) Limited – Sri Lanka Commercial Bank Ceylon PLC 987,182 12,833,317 Monthly installments ending in June 2023 Corporate guarantee from
Expolanka Freight (Pvt) Ltd.
Logistics Park (Private) Limited – Sri Lanka Commercial Bank Ceylon PLC – 5,555,556 Repayable in 24 months days from Corporate guarantee from
borrowing date Expolanka Freight (Pvt) Ltd.
Tropical Life International (Private) Limited – Sri Lanka Amana Bank PLC – 240,000,000 Repayable in 90 days from borrowing date None
Tropical Life International (Private) Limited – Sri Lanka Amana Bank PLC – 2,116,667 Repayable in 24 months days from None
borrowing date
Tropical Life International (Private) Limited – Sri Lanka National Development Bank PLC – 33,648,880 Repayable in 90 days from borrowing date Corporate guarantee from
Expolanka Holdings PLC
2,619,207,232 3,760,408,677
Interest bearing borrowings from SG Holdings Co. Ltd. (Japan) – Ultimate Parent
EFL Global Logistics Pte. Ltd. – Singapore 8,200,250,000 69,666,999,991 Revolved annually None
EFL Global Logistics Pte. Ltd. – Singapore 95,669,571 261,625,000 Equal bi-annual installments ending in September 2023 None
EFL Global Logistics Pte. Ltd. – Singapore 1,049,632,000 1,360,450,000 Bi-annual installments ending in March 2025 None
EFL Global Logistics Pte. Ltd. – Singapore 501,855,300 562,120,000 Bi-annual installments ending in March 2037 None
EFL Global Logistics Pte. Ltd. – Singapore 1,476,045,000 1,584,700,000 Bi-annual installments ending in March 2027 None
EFL Global Logistics Pte. Ltd. – Singapore 2,460,075,000 2,990,000,000 Bi-annual installments ending in December 2025 None
13,783,526,871 76,425,894,991 149
SG Holdings Co., Ltd. – Japan Ultimate Parent Working capital funding for the Group 8,200,250,000 1.18% Revolving working capital loan, borrowed
at LIBOR +0.8% with no security pledged.
During the financial year the Group has additionally borrowed USD 25 Mn. (2022 – USD 340 Mn.) equivalent to Rs. 8,200,250,000/- (2022 – Rs. 76,622,966,100 ) from SG Holdings Co., Ltd.
to fund its acquisitions. During the year it repaid back its working capital loan fully amounting to USD 233 Mn. (2022 – USD 150 Mn.) equivalent to Rs. 80,037,830,000/-
(2022 – Rs. 28,774,082,848/-).
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16. RETIREMENT BENEFIT OBLIGATION assumptions and its long-term nature, the defined benefit obligation is highly sensitive to
changes in these assumptions. All assumptions are reviewed at each reporting date.
Group Company
Note 2023 2022 2023 2022 The principal assumptions used in determining post employment benefit obligation are
Rs. Rs. Rs. Rs.
shown below:
As at 1 April 929,802,260 764,523,925 34,056,859 43,605,913
Group Company
Current service cost 16.1 266,765,390 141,296,864 1,490,499 2,762,246
2023 2022 2023 2022
Past Service Cost – (14,285,143) – (753,170)
Discount rate (%) 17 – 20 11 – 12 20 12.00
Finance charge
for the year 16.1 94,602,369 37,653,711 4,086,823 3,056,775 Salary increment rate (%) 15 10 15 10
Actuarial (gain)/loss (77,938,896) 53,532,253 10,381,527 (3,963,315) Expected remaining
working life (years) 2.87 – 11 3.44 – 14.52 4.19 6.73
Payments during the year (163,214,229) (169,455,705) (30,106,000) (5,653,450)
Transfers during the year – – (282,708) (4,998,140)
150 16.3 SENSITIVITY OF ASSUMPTIONS USED
Disposal of subsidiaries (2,768,008) – – –
16.3.1 GROUP
Exchange difference 21,188,598 116,536,355 – –
Discount rate Salary increment rate
As at 31 March 1,068,437,484 929,802,260 19,627,000 34,056,859
2023 2022 2023 2022
Rs. Rs. Rs. Rs.
16.1 The expenses
recognised in the Income Effect on the defined benefit
Statement in the following obligation liability
line items:
Increase by one percentage point (43,650,255) (33,847,898) 53,720,518 40,981,320
Administrative expenses
Decrease by one percentage point 48,546,108 37,842,032 (47,974,684) (37,217,666)
Current service cost 266,765,390 141,296,864 1,490,499 2,762,246
Past service cost – (14,285,143) – (753,170) 16.3.2 COMPANY
Finance charge
Discount rate Salary increment rate
for the year 94,602,369 37,653,711 4,086,823 3,056,775
2023 2022 2023 2022
361,367,759 164,665,432 5,577,322 5,065,851 Rs. Rs. Rs. Rs.
16.2 ACCOUNTING JUDGEMENTS, ESTIMATES AND ASSUMPTIONS Effect on the defined benefit
obligation liability
The employee benefit liability of the Group is based on the actuarial valuation carried out by
Increase by one percentage point (663,906) (1,944,875) 820,461 2,338,180
Independent actuarial specialists. The actuarial valuations involve making assumptions about
Decrease by one percentage point 714,064 2,169,812 (773,630) (2,127,827)
discount rates and future salary increases. The complexity of the valuation, the underlying
Sensitivity information of the Group represent the local subsidiaries data.
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16.4 MATURITY ANALYSIS OF THE PAYMENTS 17.1 AMOUNTS DUE TO RELATED PARTIES
The following payments are expected on employee benefit liabilities in future years: Group Company
Note 2023 2022 2023 2022
Group Company Rs. Rs. Rs. Rs.
2023 2022 2023 2022
Rs. Rs. Rs. Rs. Subsidiaries 17.1.1. – – 18,037,500 –
Equity accounted entities 17.1.2. 9,373,779 7,038,115 – –
Less than or equal 1 year 105,390,576 150,880,980 4,365,585 4,305,985
Other related parties 17.1.3. 104,459,643 89,823,657 2,729,851 7,871,400
Over 1 year and less than
or equal 5 years 430,371,373 397,172,357 9,606,921 14,439,248 113,833,422 96,861,772 20,767,351 7,871,400
Over 5 year and less than
or equal 10 years 320,954,778 222,053,847 4,998,049 8,438,871
17.1.1 SUBSIDIARIES
Over 10 years 211,720,757 159,695,076 656,445 6,872,755
Classic Travel (Private) Limited – – – –
Total expected payments 1,068,437,484 929,802,260 19,627,000 34,056,859
EFL Headquarters (Private) Limited – – 18,037,500 –
151
– – 18,037,500 –
17. TRADE AND OTHER PAYABLES
Group Company 17.1.2 EQUITY
Note 2023 2022 2023 2022 ACCOUNTED ENTITIES
Rs. Rs. Rs. Rs. Joint Ventures
Trade payables 17,436,276,819 47,777,989,537 8,935,600 10,378,036 Globe Air (Private) Limited 9,373,779 7,038,115 – –
Sundry creditors including 9,373,779 7,038,115 – –
accrued expenses 15,856,135,171 17,120,712,518 60,032,876 63,447,694
Amounts due to 17.1.3 OTHER
related parties 17.1 113,833,422 96,861,772 20,767,351 7,871,400
RELATED PARTIES
33,406,245,412 64,995,563,827 89,735,827 81,697,130
Ultimate Parent
Trade and other payables are non-interest bearing and are normally settled on 30 – 120 SG Holdings Co., Ltd. 66,149,714 14,613,279 85,738 655,950
day terms.
Parent
SG Holdings Global
Pte. Ltd. 1,876,395 3,609,568 1,876,188 3,607,725
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Tax losses carried forward (1,251,321,377) (1,389,172,657) (356,935,795) (301,837,710) 1,784,866 (9,297,098) – –
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23.2.2 DEFERRED INCOME TAX ASSETS Expolanka Holdings PLC has not recognised net deferred tax asset as at 31 March 2023
due to the Company being unable to assess with reasonable certainty that taxable profits
Group Company
would be available to recover the asset in the foreseeable future, against which the tax losses
2023 2022 2023 2022
Rs. Rs. Rs. Rs.
amounting to Rs. 356,935,795/- (2022 – Rs. 301,837,710/-) can be utilised.
Group has determined that the undistributable profit of its subsidiaries, joint ventures or
associates will not be distributed in foreseeable future.
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Financial instruments in
current liabilities
Financing and lease
payables 15 15,062,191,673 76,996,999,199 15,126,121 12,281,968
Trade and other payables 17 33,406,245,412 64,995,563,827 89,735,827 81,697,130
The Management assessed that the fair value of cash and cash equivalents, trade and other
receivables, trade and other payables approximate their carrying amounts largely due to the
short-term maturities of these instruments.
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Property, plant and equipment 9,192,049,951 5,058,954,633 39,215,686 39,394,123 663,231,079 652,445,530 9,894,496,716 5,750,794,286
Right-of-use assets 14,392,202,310 10,625,301,350 24,676,785 41,918,426 108,121,061 169,928,142 14,525,000,156 10,837,147,918
Intangible assets 679,565,403 118,100,753 14,441,995 8,460,742 3,654,339 4,350,409 697,661,737 130,911,904
Other financial assets 19,653,983 18,925,709 – – – – 19,653,983 18,925,709
Deferred tax assets 361,314,762 299,489,766 21,522,160 12,879,945 64,289,173 35,418,904 447,126,095 347,788,615
Segment non-current assets 24,644,786,409 16,120,772,211 99,856,626 102,653,236 839,295,652 862,142,985 25,583,938,687 17,085,568,432
160 Investments in equity accounted investees 409,684,874 392,222,671
Goodwill 27,014,540,454 2,125,200,160
Other Intangibles on business
combinations 8,600,811,714 1,579,013,625
Total non-current assets 61,608,975,729 21,182,004,888
Financing and lease payables 14,144,670,346 12,653,539,113 – 20,877,588 2,649,943,992 2,460,157,147 16,794,614,338 15,134,573,848
Deferred income tax liabilities 94,589,425 18,414,550 – – – – 94,589,425 18,414,550
Retirement benefit obligation 872,367,713 738,518,707 104,690,698 88,512,137 91,379,074 102,771,416 1,068,437,485 929,802,260
Segment non-current liabilities 15,111,627,484 13,410,472,370 104,690,698 109,389,725 2,741,323,066 2,562,928,563 17,957,641,248 16,082,790,658
Eliminations/adjustments – –
Total non-current liabilities 17,957,641,248 16,082,790,658
Financing and lease payables 14,590,048,130 75,470,842,954 447,690,092 439,770,220 334,453,451 1,086,386,024 15,372,191,673 76,996,999,198
161
Trade and other payables 27,198,741,347 63,793,305,386 601,134,295 326,751,221 1,043,536,399 1,272,833,062 28,843,412,041 65,392,889,669
Income tax liabilities 4,874,073,429 13,922,799,966 53,329,270 694,560 6,710,112 1,614,904 4,934,112,811 13,925,109,430
Segment current liabilities 46,662,862,906 153,186,948,306 1,102,153,657 767,216,001 1,384,699,962 2,360,833,990 49,149,716,525 156,314,998,297
Eliminations/adjustments 4,252,833,371 (397,325,841)
Total current liabilities 53,402,549,896 155,917,672,456
Inter company investments made by the Group of companies have not been considered for the calculation of segment assets.
2023 2022 2023 2022 2023 2022 2023 2022 2023 2022
Rs. Rs. Rs. Rs. Rs. Rs. Rs. Rs. Rs. Rs.
Timing of revenue
recognition
Goods transferred
at a point in time – – – – 4,829,568,766 2,579,490,784 – – 4,829,568,766 2,579,490,784
Services rendered
over time 537,669,361,143 689,928,375,094 3,098,008,572 973,806,712 1,701,935,609 1,064,818,876 (897,993,372) (389,070,625) 541,571,311,952 691,577,930,057
537,669,361,143 689,928,375,094 3,098,008,572 973,806,712 6,531,504,375 3,644,309,660 (897,993,372) (389,070,625) 546,400,880,718 694,157,420,841
Cost of sales (435,317,097,369) (568,912,752,475) (852,797,970) (339,134,641) (4,962,137,422) (2,997,375,365) – – (441,132,032,761) (572,249,262,481)
162 Other operating
income and gains 2,716,485,972 5,766,657,691 110,820,048 12,418,714 966,171,676 1,696,471,921 (1,960,971) (675,710) 3,791,516,725 7,474,872,616
Depreciation and
amortisation (5,175,403,847) (2,782,560,069) (60,402,869) (51,404,678) (121,619,640) (127,076,123) – – (5,357,426,356) (2,961,040,870)
Overhead (62,042,439,560) (38,199,401,637) (1,200,186,157) (541,346,806) (1,844,161,641) (1,417,636,728) 899,954,345 389,746,334 (64,186,833,013) (39,768,638,837)
Finance costs (1,731,303,715) (1,196,905,570) (55,182,383) (5,095,167) (19,171,164) (67,313,661) 45,934,795 6,589,134 (1,759,722,467) (1,262,725,264)
Finance income 586,471,705 91,363,369 193,023 279,552 16,387,811,249 2,787,216,558 (16,271,647,295) (2,790,884,179) 702,828,682 87,975,300
Timing of revenue recognition Non current Timing of revenue recognition Non current
assets* assets*
Goods Services Goods Services
transferred rendered transferred rendered
at a point in time over time at a point in time over time
Rs. Rs. Rs. Rs. Rs. Rs.
For the year ended 31 March 2023 2022 2023 2022 For the year ended 31 March 2023 2022 2023 2022
Rs. Rs. Rs. Rs. Rs. Rs. Rs. Rs.
Parent
28.1.2 EQUITY
ACCOUNTED ENTITIES Dividends paid (12,106,877,361) (1,729,553,909) (12,106,877,361) (1,729,553,909)
Secondment fees (4,800,000) (4,800,000) (4,800,000) (4,800,000)
Associate
Settlements – – 2,923,605 1,192,275
Dividends received 34,396,771 12,294,874 34,396,771 12,294,874
Fellow Subsidiaries
Receiving of services (450,596,729) (121,460,814) – –
Rendering of services 65,268,926 473,207,806 – –
Secondment fees (5,120,000) (4,800,000) (5,120,000) (4,800,000)
Settlements – – 4,352,075 1,192,275
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28.1.4 KEY MANAGEMENT PERSONNEL (KMP) 31 March 2023 is estimated at Rs. 54 Mn. Accordingly, the Company had paid Rs.13 Mn.
28.1.5 CLOSE FAMILY MEMBERS OF KMP income tax in 2020 with the dismissal of appeal by TAC stated hereafter. The Company
has therefore acknowledged with the determination of income for the above tax appeal
28.1.6 COMPANIES CONTROLLED/JOINTLY CONTROLLED/SIGNIFICANTLY received by the TAC as the Company is not entitled to the exemption claimed under
INFLUENCED BY KMP AND THEIR CLOSE FAMILY MEMBERS section 13(ddd). However, the Company has made a request to transmit the case stated
28.2 COMPENSATION OF KEY MANAGEMENT PERSONNEL to the courts of appeal for further assessment. State Counsel appeared on behalf of
the Attorney General’s Department informed the courts that they agree with the set of
Group Company
documents filed with the motion dated 13 December 2021. Subsequently, the Counsel
For the year ended 31 March 2023 2022 2023 2022 on behalf of SG Logistics (Private) Limited pleaded the courts to consider the motion
Rs. Rs. Rs. Rs.
dated 13 December 2021 with the additional documents, to be a part of the case brief in
Short-term employee benefits 8,022,864,643 4,903,149,465 18,675,000 53,012,500 the future proceedings. The Senior Counsel on behalf of SG Logistics (Private) Limited
Post employment benefits – – – – informed courts that there are two additional documents which need to be annexed to the
Termination benefits 28,425,000 – 28,425,000 – case record and M/s. Paul Ratnayeke Associates will file it with a motion in the registry.
This case was last mentioned on 16 May 2023. The senior counsel informed courts that 165
Key management personnel include members of the Board of Directors of Expolanka all 5 additional copies for both matters have now been served to the courts after being
Holdings PLC and its subsidiary companies. correctly numbered. He also informed that we would need additional time to serve a
concise docket to courts, only with the documents that will be needed for the Argument.
29. ASSETS PLEDGED Accordingly, these two matters were fixed to be mentioned on 08 August 2023.
Assets pledged for facilities obtained is given in Note 15.5 to the Financial Statements.
31.1.2 CONTINGENT LIABILITIES
30. EVENTS OCCURRING AFTER THE REPORTING DATE The Group has given corporate guarantees to the following parties on behalf of the group
There have been no material events occurring after the reporting date that required companies to obtain finance facilities. Based on the information currently available, Directors
adjustments to or disclosure in the Financial Statements. do not expect Liabilities to arise from this guarantee.
The Group manages its foreign currency risk through natural hedging mechanism where
it has implemented techniques of leading and lagging of FOREX transactions, SWAP &
forward contracts.
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32.3 EQUITY PRICE RISK Following table shows the maximum risk positions.
The Group’s unlisted equity securities are susceptible to
2023 Deposits with Trade and other Amounts due Cash in hand and Total credit
market-price risk arising from uncertainties about future bank receivables from related parties at Bank risk exposure
values of the investment securities. Rs. Rs. Rs. Rs. Rs.
At the reporting date, the Groups exposure to non-quoted Non-current financial assets 18,936,061 – – – 18,936,061
equity securities at carrying value was Rs. 717,922 Cash in hand and at bank – – – 77,781,817,840 77,781,817,840
(2022 – Rs. 717,922). Trade and other receivables – 67,930,772,857 – – 67,930,772,857
Short-term investments 21,424,222 – – – 21,424,222
32.4 CREDIT RISK Amounts due from related parties – – 28,014,320 – 28,014,320
Credit risk is the risk that counterparty will not meet its Total 40,360,283 67,930,772,857 28,014,320 77,781,817,840 145,780,965,300
obligations under a financial instrument or customer Total % of allocation 0.03 46.60 0.02 53.36 100.00
contract, leading to a financial loss. The Group is exposed
to credit risk from its operating activities (primarily for 2022 Deposits with Trade and other Amounts due Cash in hand and Total credit
167
trade receivables) and from its financing activities, bank receivables from related parties at Bank risk exposure
Rs. Rs. Rs. Rs. Rs.
including deposits with banks and financial institutions,
foreign exchange transactions and other financial Non-current financial assets 18,207,787 – – – 18,207,787
instruments. The Group has a robust policy to assess the Cash in hand and at bank – – – 43,192,921,348 43,192,921,348
creditworthiness of the parties it transact with. The parties
Trade and other receivables – 213,042,785,924 – – 213,042,785,924
who aspire to trade in credit terms have to go through a
Short-term investments 8,614,010 – – – 8,614,010
credit verification process. The Group also has continuous
Amounts due from related parties – – 63,724,751 – 63,724,751
dialogue with the respective parties to monitor the
receivables position. Total 26,821,797 213,042,785,924 63,724,751 43,192,921,348 256,326,253,820
Total % of allocation 0.01 83.11 0.02 16.85 100.00
RISK EXPOSURE
CASH IN HAND AND BANK BALANCES
The maximum risk positions of financial assets which
are generally subject to credit risk are equal to their In order to mitigate the concentration, settlement and operational risks related to cash and cash equivalents, the Group
carrying amounts (without consideration of collateral, consciously manages the exposure to a single counterparty taking into consideration, where relevant, the rating or financial
if available). standing of the counterparty, where the position is reviewed as and when required, the duration of the exposure in managing
such exposures and the nature of the transaction and agreement governing the exposure.
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TRADE AND OTHER RECEIVABLE The table below summarises the maturity profile of Groups financial liabilities based on
Customer credit risk is managed by each business unit subject to the Group’s established contractual undiscounted payments.
policy, procedures and control relating to customer credit risk management.
Year ended On Demand Less than 1-5 year Above Total
31 March 2023 1 year 5 year
An impairment analysis is performed at each reporting date using a provision matrix Rs. Rs. Rs. Rs. Rs.
(simplified approach) to measure expected credit losses. The Group has received all the dues
within agreed credit period in the past without any delays. The management also considered Bank financing – 987,182 2,618,220,050 – 2,619,207,232
the local and global economic indicators and the results of negotiations and subsequent cash Related party
receipts in determining the provision for impairment. borrowing – 10,070,453,671 3,713,073,200 – 13,783,526,871
Leases – 4,415,684,151 7,096,012,871 3,367,308,218 14,879,005,240
Set out below is the information about the credit risk exposure on the Group’s trade
Trade and other
receivables using a provision matrix: payables 33,406,245,412 – – – 33,406,245,412
(i) Safeguard their ability to continue as a going concern, so that they can continue to
provide returns to shareholders and benefits for other stakeholders, and
(ii) Maintain an optimal capital structure to reduce the cost of capital.
Management monitors the return on capital, as well as the level of dividends to ordinary
shareholders.
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The Group monitors capital using a gearing ratio, which is net debt divided by total equity FOREIGN CURRENCY SENSITIVITY
plus net debt. The Group’s policy is to keep the gearing ratio at minimum level. The Group The following tables demonstrate the sensitivity to a reasonably possible change in USD
includes within net debt, interest bearing loans and borrowings, trade and other payables, and GBP exchange rates, with all other variables held constant. The impact on the Group’s
less cash and cash equivalents. profit before tax is due to changes in the fair value of monetary assets and liabilities including
non-designated foreign currency derivatives and embedded derivatives. The impact on the
Note 2023 2022
Rs. Rs. Group’s pre-tax equity is due to changes in the fair value of forward exchange contracts
designated as cash flow hedges and net investment hedges. The Group’s exposure to foreign
Financing and lease payables 15 31,856,806,012 92,131,573,047
currency changes for all other currencies is not material.
Trade and other payables 17 33,406,245,412 64,995,563,827
65,263,051,424 157,127,136,874 Change in Effect on profit Effect on profit
USD Rate before tax after tax
(Less) Rs. Rs.
Cash and cash equivalents 12 77,781,817,840 43,192,921,348 2023 +52% 16,941,066,540 14,519,332,049
Net debt (12,518,766,416) 113,934,215,526 -52% (16,941,066,540) (14,519,332,049) 169
Equity as shown in the statement of financial position 149,628,681,894 124,353,939,626
2022 +50% 14,741,896,207 12,763,161,565
Total equity and net debt 137,109,915,478 238,288,155,152
-50% (14,741,896,207) (12,763,161,565)
Gearing ratio on net debt (%) -9.13 47.81
The assets and liabilities of foreign entities are translated at Rs. 328.01 per USD (2022 - 299
Gearing ratio on gross debt (%) 17.55 42.56
per USD). Further, the monthly average exchange rates used for translation of income
No changes were made in the objectives, policies or processes for managing capital during and expense line items were ranging between Rs. 225.3617 and Rs. 366.8575 per USD
the years ended 31 March 2023 and 2022. (2022 - 225.36 per USD).
Given the fact that the functional currency base has significantly increased when compared
32.7 FOREIGN CURRENCY RISK
to the prior year by 52%, the intensity and the exchange impact is severe than the prior year.
Foreign currency risk is the risk that the fair value or future cash flows of an exposure will Further, 92% out of group revenue is derived outside of Sri Lanka and 79% of the Sri Lankan
fluctuate because of changes in foreign exchange rates. The Group’s exposure to the risk of entities' revenue is also generated in USD.
changes in foreign exchange rates relates primarily to the Group’s operating activities (when
revenue or expense is denominated in a foreign currency) and the Group’s net investments in
foreign subsidiaries.
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AVS Cargo Management Services (Private) Limited 116,601,183 131,949,061 2023 2022
Rs. Rs
EFL Global (Thailand) Ltd 94,203,479 1,025,081
Expo Freight Holdings (Thailand) Limited 4,954,595 7,490,742 Current assets 5,538,464,503 5,175,043,682
PT. EFL Global Indonesia (PT. Expo Freight Indonesia) 368,243,907 255,424,304 Non-current assets 293,738,353 140,767,307
TT Aviation Handling Services (Private) Limited 71,357,399 – Total assets 5,832,202,856 5,315,810,989
Accumulated material non-controlling interest 655,360,563 395,889,188 Current liabilities 1,148,552,378 1,927,244,575
Profit allocated to material non-controlling interest 99,953,578 31,884,061 Non-current liabilities 153,495,146 124,969,249
Total liabilities 1,302,047,524 2,052,213,824
33.3 The summarised financial information of these subsidiaries is provided below.
Total equity 4,530,155,332 3,263,597,165
This information is based on amounts before inter-company eliminations.
Attributable to:
Equity holders of parent 3,874,794,768 2,867,707,978
Non-controlling interest 655,360,564 395,889,187
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33.3.2 SUMMARISED CASH FLOW INFORMATION ACQUISITION OF TRANS AMERICAN CUSTOMHOUSE BROKERS LLC AND ITS
RELATED COMPANIES
2023 2022
Rs. Rs On 24 February 2023, EFL Global LLC (EFL USA), a fully owned subsidiary of Expolanka
Holdings PLC, acquired 100% equity interest of Trans American Customhouse Brokers
Cash flows from/(used in) operating activities (50,330,430) (91,675,365)
LLC and its related companies (Trans American Group).
Cash flows from/(used in) investing activities (51,128,422) (18,151,252)
Cash flows from/(used in) financing activities 19,769,396 287,346,515 Trans American Group is a leading Customs House Broker in North America with a history of
Net increase/(decrease) in cash and cash equivalents (81,689,456) 177,519,898 nearly 40 years servicing a range of leading brands in the US and Canada. The acquisition
will enable Expolanka to extend its brokerage services thereby enhancing its overall service
34. BUSINESS COMBINATIONS capabilities, customer portfolio & operations in North America.
ACQUISITION OF EFL GLOBAL PROJECTS PRIVATE LIMITED As part of the Company’s North America strategy, the acquisition enables EFL Global to
expand its footprint in the Canadian market and strengthen capabilities to provide end-to-
On 18 October 2022, Expo Freight Private Limited (EFL India), a fully owned subsidiary
end logistics solutions to customers across various industries.
of Expolanka Holdings PLC, acquired the balance 50% equity interest of EFL Global
Projects Private Limited (previously known as Caliber India Global (Private) Limited), a All acquisitions described above have been accounted for using the acquisition method.
non-listed company based in India which is positioned to provide Logistics services for
Infrastructure projects.
Gabo EFL Global Projects TT Aviation Trans American Locher Evers Total
Companies Private Limited Handling Services Group Group
(Private) Limited
Note Rs. Rs. Rs. Rs. Rs. Rs.
Assets
Property, plant and equipment 3.1.5 – 489,094 102,988,397 59,143,044 417,848,282 580,468,817
Computer software 5.1.4 – – – 624,244,258 15,314,783 639,559,041
Deferred income tax assets 23.2.2 – – 10,751,625 – – 10,751,625
Trade and other receivables – 4,130,257 332,556,079 1,126,610,978 5,130,791,467 6,594,088,781
172 Prepayments and other assets – 1,093,730 66,005,257 31,854,873 188,423,235 287,377,095
Other financial assets – Current – – 3,950,443 – 91,111 4,041,554
Income tax recoverable 192,958 – 38,036,352 – – 38,229,310
Cash and cash equivalents 4,000,000 9,160,866 19,131,121 2,243,926,626 1,942,191,276 4,218,409,889
4,192,958 14,873,947 573,419,274 4,085,779,779 7,694,660,154 12,372,926,112
Liabilities
Financing and lease payables 15.3.1 – – 12,952,152 – – 12,952,152
Deferred income tax liabilities 23.2.3 – 147,782 – – – 147,782
Bank overdrafts – – 154,629,252 – 15,717,820 170,347,072
Trade and other payables – 1,826,066 100,108,004 2,955,600,471 4,928,138,308 7,985,672,849
Income tax liabilities – – – – 77,377,746 77,377,746
– 1,973,848 267,689,408 2,955,600,471 5,021,233,874 8,246,497,601
Exchange difference – 6,688,733 (3,527,804) 40,073,826 368,069,803 411,304,558
Non-controlling interest – – 92,777,300 – – 92,777,300
Net assets 4,192,958 6,211,366 216,480,370 1,090,105,482 2,305,356,477 3,622,346,653
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Gabo EFL Global Projects TT Aviation Trans American Locher Evers Total
Companies Private Limited Handling Services Group Group
(Private) Limited
Note Rs. Rs. Rs. Rs. Rs. Rs.
From the date of acquisition, Gabo Companies, EFL Global Projects Private Limited, TT Aviation Handling Services (Private) Limited, Trans American Group and Locher Evers Group
contributed Rs. 1,857.8 Mn. of revenue and Rs. 66.6 Mn. to profit before tax from continuing operations of the Group in the year ended 31 March 2023. If the combinations had taken
place at the beginning of the financial year ended 31 March 2023, the contributions to revenue from continuing operations would have been Rs. 90,979.5 Mn. and profit before tax from
continuing operations for the Group would have been Rs. 5,158.9 Mn.
Further, the initial accounting for the business combinations on acquisitions of Trans American Group and Locher Evers Group for purchase price allocation has done on an estimate basis.
The final allocation will be validated by an expert.
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34.2 ACQUISITIONS OF SUBSIDIARIES DURING THE PERIOD ENDED Fair value recognised on acquisition of;
31 MARCH 2022
Note IDEA Global LLC Complete Total
ACQUISITION OF IDEA GLOBAL LLC AND ITS SUBSIDIARIES and its subsidiaries Transport LLC
Rs. Rs. Rs.
On 10 August 2021, the Group acquired 100% of the voting shares of IDEA Global LLC
(and its subsidiaries), a non-listed group of companies and US headquartered Central Liabilities
American Freight Forwarding, Warehousing & Trucking services companies. Trade and other payables 320,981,405 32,392,893 353,374,298
320,981,405 32,392,893 353,374,298
The subsidiaries of IDEA Global LLC acquired are Corporacion K&C, S.A. de C.V, IDEA
El Salvador S.A. de C.V, IDEA Guatemala S.A, IDEA Honduras, S. de R.L. de C.V, IDEA Exchange difference (2,686,298) (2,721,410) (5,407,708)
International LLC, IDEA Nicaragua de S.A and Interconexion: Distribuir Y Enviar Para Las Net assets 606,168,283 25,271,165 631,439,448
Americas, LLC d/b/a IDEA ,LLC. Goodwill 5.1.4 827,403,878 430,073,528 1,257,477,406
Brand value 5.1.6 422,827,589 – 422,827,589
ACQUISITION OF COMPLETE TRANSPORT LLC Customer list 5.1.7 963,129,636 319,433,975 1,282,563,611
174 On 8 September 2021, the Group acquired 100% of the voting shares of Complete Purchase consideration 2,819,529,386 774,778,668 3,594,308,054
Transport LLC, a non-listed and US based bonded CFS and Trucking company.
Analysis of cash flows on acquisition:
Both acquisitions described above have been accounted for using the acquisition method. Transaction costs of the acquisition
(included in cash flows from operating
ASSETS ACQUIRED AND LIABILITIES ASSUMED activities) –
The aggregate fair values of the identifiable assets and liabilities of above companies as at Net cash acquired with the subsidiary
(included in cash flows from investing
the date of acquisition were: activities) 3,439,774,481
SUPPLEMENTARY
INFORMATION 177
Corporate Governance
CHAIRMAN’S STATEMENT ON CORPORATE The Board-approved governance framework provides a DECLARATION
GOVERNANCE REPORT vision for responsible governance and delineates processes My fellow Directors and I are committed to the highest
Expolanka’s Board of Directors, together with the corporate for decision-making and adoption of responsible behaviour standards of corporate governance, in ensuring the
management, uphold the highest standards of corporate across operations. The Group’s corporate governance Company functions in an ethical, efficient, and effective
governance to ensure the Group’s ability to create charter outlines the mandate, roles, and responsibilities with manner whilst nurturing an entrepreneurial culture.
sustainable value for all stakeholders. The Board functions regard to corporate governance practices and procedures. The Board plays a critical role in shaping the culture of
as the apex body responsible for the Group’s corporate As a business entity with a rapidly growing network the Group, underpinned by the Group’s Code of Ethics and
governance structure and processes. Risk Management is and footprint, we continuously review the framework Business Conduct, and Directors are conscious of their
a key component of the Group’s governance procedures to ensure it is best suited to the evolving needs of our duty to comply with all pertinent laws, regulations, internal
and is incorporated across every stage of the business and stakeholders and the pace of our growth trajectory. controls, and approved policies.
across all business units. Considering developments on the global stage, we have As required by the Code of Best Practice on Corporate
Our corporate governance practices are in compliance also given priority to the Group's sustainability strategy and Governance 2017 issued by the Institute of Chartered
178 with the Code of Best Practice on Corporate Governance integration of Environmental, Social, and Governance (ESG) Accountants of Sri Lanka, I hereby confirm that I am not
issued jointly by the Institute of Chartered Accountants of considerations into our decision-making, governance, and aware of any material violations to the Code of Ethics
Sri Lanka (ICASL), Securities and Exchange Commission risk management functions. and Business Conduct within the Expolanka Group,
of Sri Lanka (SEC), Companies Act No.7 of 2007, Listing The Corporate Governance Report, from pages 178 to having been appointed as the Chairman of the Board
Rules of the Colombo Stock Exchange (CSE) and Code of 201, details the Group’s corporate governance framework, on 1 of July 2020.
Business Conduct and Ethics. adoption of governance principles, and status of
During the year under review, the Board of Directors, compliance.
Board Committees, Corporate Management, and Heads
of Business Units coordinated closely to navigate a
PURPOSE, VALUES AND CULTURE
challenging economic environment and adequately respond The Board recognises its pivotal role in providing vision and BOKUTO YAMAUCHI
to developments in the global business landscape. guidance for adoption and propagation of good governance Non Executive Chairman
practices across the Group. Our commitment to responsible 30 June 2023
GOVERNANCE FRAMEWORK corporate governance includes inculcating an ethics-based
Expolanka Group’s governance framework is based on corporate culture within the Expolanka Group. As such,
the principles of accountability, transparency, and ethical our Core Values and Code of Conduct serve as guiding
management. As a responsible corporate citizen with principles for management and employees alike, supported
over 40 years in business, our governance framework has by a comprehensive suite of current and up-to-date
evolved over time to incorporate global and local best corporate policies.
practices, align with regulations, and uphold the trust of
our valued stakeholders.
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Corporate Governance
Corporate Governance
GOVERNANCE FRAMEWORK
A robust framework of structures, policies, procedures and The Board takes into account, Code of Best Practice in Accountants of Sri Lanka and the Securities and Exchange
processes ensure that the standards and values are upheld Corporate Governance jointly issued by the Institute of Commission which comprises of eight fundamental
throughout the group thereby supporting good governance
Charted Accountants of Sri Lanka, Securities and aspects namely:
practices, leading to greater transparency within the Group.
Exchange Commission and Listing Rules of Colombo
(a) Directors
The corporate governance framework of the Company Stock Exchange in setting the Governance Framework.
The disclosures below indicate the level of conformance (b) Directors’ Remuneration
comprise of the following:
pertaining to the same. (c) Relationship with Shareholders
• Articles of Association
(d) Accountability and Audit
• Terms of Reference of Board and Board Subcommittees
GOVERNANCE CHECKLIST
(e) Institutional investors
• Code of Business Conduct and Ethics
This section of the Annual Report outlines the system
(f) Other investors
• Policies and Procedures of governance at Expolanka and its adherence to the
(g) Internet of things and Cyber Security
180 • Organisation Structure requirements of the Code of Best Practice on Corporate
Governance jointly issued by the Institute of Chartered (h) Environment, Society and Governance (ESG)
• Risk Management Framework
A. Directors
A.1. The Board
The Code prescribes the Board to effectively direct, lead and control the affairs of the Company. Expolanka is led by a professional, multi-disciplined and experienced Board of Management
comprising of the Chairman, Chief Executive Officer (CEO) and Executive and Non-Executive Directors including two Independent Non-Executive Directors as at the 31 March 2023. The profiles
of the Board of Directors are set under the Directors Profiles in this Annual Report.
A.1.1 Board meetings Compliant The Board meetings are held periodically to decide on the strategic direction and review the
performance of the Group aligned to the aspired corporate goals. The meetings are structured
with an agenda and minutes of previous meeting along with other related board papers which
are circulated to all Board members, well in advance to facilitate informed and effective decision
making. Additional meetings are also convened to deliberate on issues that demand immediate
decisions.
The attendance of the Board of Directors is given in the Corporate Governance Report of this
Annual Report.
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Corporate Governance
SEC and ICASL code reference Corporate governance principles Compliance status Extent of adoption
A.1.2 Responsibilities of the Board Compliant The Board is responsible to lead the strategic and business direction of the Group as
described below:
y Formulates and implements a sound business strategy with a structured monitoring process to
ensure sustainability of the Group.
y Evaluates and takes responsible decisions in relation to new business ventures or restructuring
of existing companies, if necessary.
y Ensures the CEO and the Management Team possess the right skills, experience and knowledge
to implement the formulated strategy effectively with proper succession planning.
y Appoints suitable members to the Board Subcommittees.
y Ensures effective systems to secure integrity of information, internal controls and risk
management through delegation to the Audit Committee. (Compliance checklist is provided to
all Board members to ensure compliance with applicable laws and regulations.)
181
y Ensures all stakeholder interests are considered in corporate decisions making.
y Accounting policies are reviewed annually to ensure compliance to evolving accounting
standards including convergence towards the new Sri Lanka Financial Reporting
Standards (SLFRS).
A.1.3 Compliance with laws and Compliant Board is collectively and individually committed to ensure compliance with all applicable laws
seek independent professional advice and regulations and adheres to best governance practices. The Directors obtain independent
professional advice if required for decision making.
A.1.4 Company Secretary Compliant SSP Corporate Services (Pvt) Ltd. is appointed as the Group’s Company Secretary to ensure
that matters concerning the Companies Act, Board procedures and other applicable rules and
regulations are followed.
All Directors have access to the advice and services of the Company Secretary. The Company has
obtained appropriate insurance cover for the Board, Directors and Key Management Personnel.
A.1.5 Independent judgement of the Directors Compliant All Directors exercise independent judgement and opinions on issues that are discussed and
considered at the Board.
A.1.6 Dedicate adequate time and Compliant Board Meetings are held on a periodic basis. The Chairman and the Board Directors dedicate
effort by the Directors adequate time for the affairs of the Group by attending Board and Subcommittee meetings
assiduously. In addition, the Board Directors meet and discuss with the Senior Management on
operational and strategic issues as and when required.
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Corporate Governance
GRI: 2-17
SEC and ICASL code reference Corporate governance principles Compliance status Extent of adoption
A.1.7 Decision on calling for a resolution Compliant Where necessary, in the best interest of the Company, one-third of the Directors call for a resolution
to be presented to the Board.
Depending on the business demand, specific resolutions are approved through circulation and
detailed Board papers will be forwarded to support the same.
A.1.8 Training for new and existing Directors Compliant The Board recognises the need for continuous training. Adequate knowledge sharing opportunities
are provided to acquire requisite skills and exposure to effectively discharge their duties.
182 A.2.1 Segregated roles and responsibilities Complaint The position of the Chairman and CEO are separated in order to prevent unfettered powers of
of the Chairman and CEO decision making to a sole individual.
A.3. Chairman
As prescribed by the Code, the Chairman of the Group with his integrity and experience in corporate governance is responsible to lead the strategic direction of the Board. The Chairman guides the
Board in all decisions and presides and maintains order at Board meetings.
A.3.1 Role of the Chairman Compliant The Chairman is responsible for the efficient conduct of Board meetings and to ensure, inter alia:
y The agenda for Board meetings is developed in consultation with the CEO, Directors and
the Company Secretary taking into consideration matters relating to strategy, performance,
resource allocation, risk management and compliance.
y Sufficiently detailed information of matters included in the agenda should be provided to
Directors in a timely manner.
y All Directors are made aware of their duties and responsibilities and the Board and Committee
structures through which it will operate in discharging its responsibilities.
y The effective participation of both Executive and Non-Executive Directors is secured; All
Directors are encouraged to make an effective contribution, within their respective capabilities,
for the benefit of the Company.
y All Directors are encouraged to seek information considered necessary to discuss matters on
the agenda of meetings and to request inclusion of matters of corporate concern on the agenda.
y The views of Directors of issues under consideration are ascertained and a record of such
deliberations reflected in the minutes.
y The Board is in complete control of the Company’s affairs and alert to its obligations to all
shareholders and other stakeholders.
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A.4 Availability of sufficient financial Compliant The Board is made up of knowledgeable and experienced individuals for guidance on matters of
acumen and knowledge finance and management. One of the Directors is an Associate member of Chartered Institute of
Management Accounting as well as a Chartered Financial Analyst and chairs the Audit Committee.
A.5.1 Presence of Non-Executive Directors Compliant Out of a total of six Directors in the Board, four are Non-Executive Directors. Names of the
Directors category-wise are set out in the Annual Report under Board of Directors profiles.
A.5.2 Independent Non-Executive Directors Compliant Out of the Non-Executive Directors, two are Independent Non-Executive Directors complying with
the requirement to have the higher of two, or two third of Non-Executive Directors, as Independent 183
Non- Executive Directors.
A.5.3 Independence of Compliant There are two Independent Non-Executive Directors and they are construed to be independent
Non-Executive Directors of management and free of any business or other relationship that could materially impair their
independent judgement.
A.5.4 Declaration of Independence Compliant Each Independent Non-Executive Director submits a declaration of independence in a prescribed
format.
A.5.5 Determination of independence Compliant The Board has determined the independence of Directors based on the declarations submitted
of the Directors by the Independent Non-Executive Directors as to their independence, as a fair representation
and the Board will continue to evaluate their independence on this basis annually.
A.5.6 Appointment of an Alternate Director Not Applicable An Alternate Director has not been appointed by a Non-Executive or an Independent Director.
A.5.7 Appointment of a Not Applicable The roles of the Chairman and the CEO are separated negating the applicability of this requirement.
Senior Independent Director
A.5.8 Confidential discussions with Not Applicable Independent Directors participate in all meetings where confidential matters which the other
Senior Independent Director Directors believe have not been properly considered, are discussed. However, no such matters
have been brought up to conduct separate discussions.
A.5.9 Chairman’s meetings with Compliant The Chairman meets with Independent Non-Executive Directors as deemed necessary.
Non-Executive Directors
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A.5.10 Recording of concerns in the Compliant All concerns that are not unanimously resolved will be recorded in the Board minutes as per
Board minutes Company Policy. However, all decisions of the Board were taken unanimously and there were no
concerns raised by the Directors which needed to be recorded in the Board minutes during the
reporting period.
The Code stipulates the Management to supply all relevant and timely information to the Board in order to make effective decisions for the Company.
A.6.1 Management’s obligation to provide Compliant The Management ensures that a set of timely, accurate, relevant and comprehensive information is
appropriate and timely information provided to the Directors by way of a Board paper prior to the Board Meeting, with adequate time
to the Board for review and prepare for discussions.
A.6.2 Timely distribution of documents for Compliant All papers related to the Board and Subcommittee meetings are circulated at least seven days prior
184 Board meetings to the meetings.
A.8 Re-election
All Directors should be required to submit themselves for re-election at regular intervals
A.8.1 Re-election of Compliant Non-Executive Directors are subjected to a re-election process as specified by the Companies
Non-Executive Directors Act and the re-appointment is not automatic.
A.8.2 Re-election of Chairman and Compliant All Directors including the Chairman are subjected for election after their first appointment and
Board Directors have been re-elected at intervals of no more than three years.
A.8.3 Resignation Compliant In the event of a resignation of a Director prior to completion of his appointed term, the Director
should provide a written communication to the Board of his reasons for resignation.
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The Code specifies Disclosure of relevant details regarding Directors to all shareholders through the Annual Report.
A.10.1 Details of Directors Compliant This Annual Report discloses the relevant details of the Board in the Board of Directors profiles
and Corporate Governance sections.
The Board is required to carry out an appraisal on the CEO’s performance in relation to the Company’s performance and set annual targets.
A.11.1 and A.11.2 Setting annual targets and appraisal of the Compliant The Board appraises the performance of the CEO against a prior set of agreed financial and
performance of the CEO by the Board non-financial, short to medium and long-term objectives and targets. The Board carried out the
CEO evaluation at the end of the financial year.
185
B. Directors’ Remuneration
B.1 Procedure
The Code specifies that a Remuneration Committee to be established formerly and transparently to independently determine the Remuneration Policy and the Remuneration of the Directors.
B.1.1 Establishment of Compliant A Remuneration Committee is appointed to assist the Board in establishing remuneration
a Remuneration Committee policy and guidelines for the remuneration of Directors. As per the policy, no Director or employee
are involved in deciding his/her own remuneration.
B.1.2 Composition of the Compliant Both members of the Remuneration Committee are Independent Non-Executive Directors.
Remuneration Committee
B.1.3 Chairman and the members of the Compliant The Remuneration Committee composition is listed out in the Remuneration Committee report in
Remuneration Committee this Annual Report.
B.1.4 Determination of remuneration of Compliant The Board determines the remuneration of the Non-Executive Directors to ensure that it is aligned
Non-Executive Directors to the current market practices.
B.1.5 Consultation with the Chairman, Compliant The Remuneration Committee consults the Chairman and the Group CEO and has access to
CEO and access to professional advice professional advice from within and outside the Company.
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B.2.1 and 2.2 Executive Directors’ Compliant The Remuneration Committee reviews industry and market practices and norms when setting
remuneration package the remuneration of Executive Directors.
B.2.2 Executive Directors’ Compliant The Company has a competitive directors’ remuneration package which promotes
remuneration package long-term success.
B.2.3 Comparison of remuneration with Compliant The Remuneration Committee compares the remuneration levels of the Company with
other companies comparable industry norms.
186 B.2.4 Comparisons of remuneration with Compliant The Remuneration Committee reviews and compares executive remuneration across the
other companies in the Group Group companies.
B.2.5 Performance related elements of Compliant The Remuneration Committee reviews CEO’s performance aligned to the pre-agreed targets and
remuneration of Executive Directors goals in the best interest of the Company and the stakeholders. There are no performance related
elements of remuneration for the Non-Executive Directors.
B.2.6 Executive share options Not Applicable Presently the Group does not have executive share option schemes.
B.2.7 and 2.8 Executive Directors’ remuneration Compliant The Company does not have any long-term incentive share option schemes. Non-Executive
Directors are not eligible for performance-based remuneration. A report from the Remuneration
Committee is given in this Annual Report.
B.2.9 Early termination of Executive Directors Compliant There are no terminal compensation commitments other than gratuity in the Company’s
contracts of service.
B.2.10 Remuneration for Non-Executive Directors Compliant Non-Executive Directors are remunerated in line with market practices and norms.
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B.3.1 Disclosure of remuneration Compliant A statement on Company’s remuneration policy is set out in the Remuneration Committee Report
in this Annual Report.
The details of aggregate remuneration of the Executive and Non-Executive Directors are disclosed
in this Annual Report.
The Code stipulates that the Board shall convene an Annual General Meeting (AGM) to have a dialogue on company matters with the shareholders.
187
C.1.1 Adequate notice of the AGM Compliant The notice of AGM is circulated together with the Annual Report and Accounts which includes
information relating to any other resolutions that will be set before the shareholders at the
AGM 15 working days in advance as per Section 135 of the Companies Act No. 07 of 2007.
C.1.2 Separate resolution for Compliant Each substantial issue is proposed as a separate resolution. The adoption of the Annual Report
all separate issues at the AGM of the Board of Directors, along with the Financial Statements, is also proposed as a separate
resolution.
C.1.3 Use of proxy votes Compliant A Form of Proxy accompanies the Annual Report, when they are dispatched to the shareholders.
The Company has a mechanism to record all proxy votes and proxy votes lodged on each
resolution.
C1.4 Board Subcommittee Compliant The Chairman of the Board ensures that the Chairmen of Board Subcommittees are present
Chairman to be present at the AGM at the AGM to respond to any queries posed by the shareholders.
C.1.5 Procedures of voting at the AGM Compliant The proxy form including a summary of the procedures governing voting at the AGM is circulated
to all shareholders.
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The Code stipulates that the Board should implement effective communication with shareholders
C.2.1 Dissemination of timely information Compliant All information pertaining to the Annual Report and Quarterly Financial Statements will be
disseminated through Corporate Communications of Expolanka Holdings PLC and the Company
Secretary, SSP Corporate Services (Pvt) Ltd. will circulate any other information.
C.2.2 Disclosure of method of Compliant Expolanka Holdings PLC maintains an “Open Door” Policy with regard to communication with
communication with shareholders shareholders and shareholders are welcome to direct their suggestions/inquiries to the Group
CEO and Board Secretary.
C.2.3 Implementation of policy and Compliant Multiple channels of communication are available. The Feedback form in the Annual Report/the
method of communication Group websites’ contact us link, and the contact person details in the Annual Report are the
188 main methods of communication. However, interaction through investor meetings also serve as
engaging forms of interaction.
C.2.4 Disclosure of contact person Compliant The contact person for shareholder engagement is disclosed in the Annual Report whilst
a contact link on the website also serves as a conduit for interaction.
C.2.5 Process and disclosure of Director’s Compliant Concerns are raised to the Group CEO for discussion with the Board, as and where the issues
awareness of concerns of shareholders raised are deemed critical or noteworthy.
C.2.6 Requirements for the contact person Compliant Contact person details are clearly communicated in the inner cover page of this Annual Report.
The contact person is well versed with the requirements of the role.
C.2.7 Process of responding to Compliant Shareholder matters are at the first line of interaction by the key contact person, if issues/
shareholder’s matters suggestions/inquiries are raised to the Group CEO or the Board, resolutions or clarifications
are made by the office of the Group CEO.
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C.3.1 Disclosure on major transactions Compliant Procedures are in place to disclose major transactions that will materially alter the net asset base.
During the year, there were no major transactions as defined by Section 185 of the Companies
Act No. 07 of 2007 which had a material impact on the net asset base of the Company and the
Consolidated Group.
C.3.2 Public listed companies disclosures Compliant Procedures are in place to comply with the disclosure requirements and shareholder approval by
special resolution as required by the rules and regulation of the Securities Exchange Commission
and by the Colombo Stock Exchange.
D.1.1 Present a balanced and understandable Compliant All efforts are taken to ensure that the Annual Report presents a balanced assessment of the
assessment of the Company’s financial Company’s financial position. Care has been exercised to ensure that all statutory requirements
position compiling to relevant laws and are complied.
regulations
D.1.2 Board’s responsibility for Compliant The Company’s Interim and Annual Financial Statements are prepared in accordance with the
statutory and regulatory reporting Sri Lanka Accounting Standards and the Company’s Act No. 7 of 2007 and duly audited.
The Interim and Annual Financial Statements were published on time during the reporting period.
All regulatory reports were filed by the due dates. Price sensitive information were disclosed
to the Colombo Stock Exchange (CSE) on a timely basis during the financial year 2022/23.
D.1.3 Declaration by the Chief Executive Compliant The declaration is available under the Statement of Directors’ Responsibility and Statement of
and Chief Financial Officer on the Financial Position.
Financial Statements
D.1.4 Directors’ Report in the Annual Report Compliant The Annual Report of the Board of Directors on the Affairs of the Company containing the subject
declarations is given in page 83 of this Annual Report.
D.1.5 Statement of Directors’ and Auditor’s Compliant A Report on the Statement of Directors’ Responsibilities is given in page 88 of this Annual Report.
Responsibility for the Financial Statements
The Auditor’s Report on the Financial Statements for the year ended 2022/23 is given on
pages 97 to 176.
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D.1.6 Management Discussion and Analysis Compliant Management Discussion and Analysis is presented on the Company together with the subsidiaries
as separate sections in this Annual Report.
D.1.7 Summon an Extra Ordinary General Meeting Compliant EGMs are held for companies complying with the requirements.
(EGM) to notify serious loss of capital
D.1.8 Disclosure of Related party transactions in Compliant Related party transactions have been disclosed in Note 28 Related Party Disclosures (page 163)
the Annual Report under Notes to the Financial Statements.
The Board is required to maintain a comprehensive system of internal controls and risk management to safeguard the shareholder’s wealth and Company’s sustainability.
D.2.1 Review the effectiveness of Compliant The Board has the overall responsibility for the system of internal controls covering financial,
190 internal controls operational, compliance and risk management. The Board has delegated these responsibilities to
the Audit Committee. Systems have been designed to provide the Directors with the reasonable
assurance that assets are safeguarded; transactions are authorised and recorded properly whilst
material errors and irregularities are prevented, detected and rectified effectively.
D.2.2 Review and confirm on the assessment Compliant Please refer the Risk Management Report on page 202 for contents pertaining to Principal Risk.
of the principal risk faced by the Company
and how they are being mitigated
D.2.3 Internal audit function Compliant Internal audit function is available in the Organisation.
D.2.4 Review the process of Compliant Internal audit function has been outsourced to Messrs PricewaterhouseCoopers Advisory
Internal Control and Risk Management Services (Pvt) Ltd. and other renowned firms. Independent internal teams work closely with the
Auditors to ensure that the audits are conducted and completed efficiently. Group’s Risk
and Control Department coordinates and ensures that recommendations are implemented
conscientiously apart from carrying out various other audits and special assignments across the
Group. The effectiveness and the scope of the Internal audit function is assessed periodically.
D.2.5 Director’s responsibility on maintaining Compliant Audit Committee Statement on Internal Controls and contents of the Statement of Internal Control
a system of internal control and contents have been highlighted in the Annual Report under the Annual Report of the Board of Directors on
of the Statement of Internal Control the Affairs of the Company.
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SEC and ICASL code reference Corporate governance principles Compliance status Extent of adoption
The Board is responsible to appoint an Audit Committee to establish a formal and transparent process to select accounting policies, financial reporting and internal controls and to maintain a good
relationship with the Auditors.
D.3.1 Composition of the Audit Committee Compliant The Audit Committee comprises of two Independent Non-Executive Directors. Please refer the
Audit Committee Report in this Annual Report.
D.3.2 Terms of reference of the Audit Committee Compliant The Audit Committee operates on a clearly defined terms of reference which focuses on the
purpose of the Committee, its duties and responsibilities including the scope and functions
of the Committee.
D.3.3 Duties of the Audit Committee and Compliant Please refer the Audit Committee Report on page 92 The Audit Committee Report highlights the
disclosures of the Audit Committee names of the members, determination of independence of Auditors and other relevant information.
191
D.4. Related Party Transactions Review Committee
The Code requires the Company to not engage in transaction with related parties in a manner that would grant such parties more favorable treatment.
D.4.1 Related party and Compliant The Company’s related party and related party transactions is defined as per LKAS 24.
Related party transactions
D.4.2 Composition of the Related Party Compliant The Related Party Transactions (RPT) Review Committee comprises of two Independent
Transactions Review Committee Non-Executive Directors and the Chairman is an Independent Non-Executive Directors
appointed by the Board. Please refer the RPT Review Committee report.
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D.4.3 Disclosure of RPT Review Committee Compliant y Related Parties documentation is done as per the definition of LKAS 24 and the CSE Listing
Rules and to comply with the requirement under section D.4.2 of the code.
y A procedure to obtain a statement of related party interest from each such related party at least
once in each quarter, when there’s a change in the status and in any event prior to entering into
any transaction between such related parties and the Company, its parent or any of subsidiaries,
sub-subsidiaries, fellow subsidiaries, associates, joint ventures and any other entries which
are considered related parties as defined as LKAS 24 unless they are exempted related party
transactions as defined in CSE Listing Rules.
y Key management personnel of the Company responsible for contracting, procurement,
payments, and any other channel through which have an inflow or outflow of resources can
result, should have a list of all related parties and have a process in place to capture and report
any related party transaction within their area of responsibility.
192 y A procedure to inform all related parties of what constitutes exempted related party transactions.
y A procedure to identify and for Directors to report recurrent and non-recurrent related party
transactions and to obtain Board or shareholder approval by special or ordinary resolution as
required by the CSE Listing Rules.
y A procedure and guideline to delegate to Key Management Personnel to deal with recurrent
related party transactions as defined in the CSE Listing Rules.
y A procedure for the RPT Review Committee to review and recommend to the Board matters
relating to such transactions.
y Any interested Director should not participate at the meeting at which the transaction relating to
him/her is discussed unless invited to seek clarification/information.
y A procedure and definition of disclosures required to be made by the Company on an annual
basis, those requiring immediate disclosure and those requiring shareholder approval.
y A procedure to identify related party transactions which require immediate disclosures as per
the CSE Listing Rules and to ensure that required disclosures are made by the Company to the
Colombo Stock Exchange in accordance with the CSE Listing rules.
y A procedure to identify related party transactions which require shareholder approval by special
resolution at an extra-ordinary general meeting.
y The Company secretary should maintain a permanent record in manual or electronic form of
such statements, submissions, approvals and minutes.
y Review and recommend to the Board the related party disclosures to be made in the
Annual Report of the Company.
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SEC and ICASL code reference Corporate governance principles Compliance status Extent of adoption
D.5.1 Disclosure of Code of Compliant The Company has adopted and is in compliance to the Code of Business Conduct and
Business Conduct and Ethics Ethics applicable to Directors and all employees across the Group. Any violation of the Code
is taken for consideration.
D.5.2 Process to ensure the material and Compliant The Company has a process in place to ensure material and price sensitive information is
price sensitive information is promptly identified and reported in accordance with relevant regulations.
193
promptly identified and reported
D.5.3 Disclosure on key management/ Compliant All the Directors, Key Management Personnel and employees of the Company are required to
any other employees involved in declare details of their dealings in shares of the Company in a prescribed format to the Company
financial reporting personnel shares Secretary. Shares pertaining to the Key Management Personnel information are duly disclosed.
D.5.4 Affirmation of the Code of Compliant Please refer the Chairman’s Statement on Corporate Governance and the Annual Report of the
Business Conduct and Ethics Board of Directors which affirm that there are no material violations of the Company’s Code of
Business Conduct and Ethics during the reporting period.
The Code requires the Company to disclose the extent to which the Company adheres to established practices and principles good Corporate Governance.
D.6.1 Disclosure of Corporate Governance Compliant The Corporate Governance Report herein sets out the manner in and the extent to which the
Company has complied with the Code of Best Practice on Corporate Governance jointly issued by
the ICASL and SEC.
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SECTION 2 – SHAREHOLDERS
SEC and ICASL code reference Corporate governance principles Compliance status Extent of adoption
E. Institutional Investors
E.1 Shareholder voting
The Code specifies the Company to engage the institutional shareholders and encourage them to exercise their voting rights in key decision making.
E.1.1 Communication with shareholders Compliant The AGM provides an ideal forum for shareholders to express their views and vote for key
decisions. The Chairman ensures that any view expressed by investors at the AGM is
discussed at the Board level.
Shareholders are provided with Quarterly Financial Statements and the Annual Report including
the operational and financial performance of the reporting year. These reports are also made
available on the Group’s official website and are provided to the Colombo Stock Exchange.
The Code specifies obtaining feedback from institutional investors on the governance structure, composition and practices.
E.2.1 Due weight by institutional Investors Compliant The Corporate Governance Report contains the Company’s governance arrangements and
Institutional investors are encouraged to give feedback on the governance arrangements.
F. Other Investors
F.1 Individual shareholders Compliant The Annual Report contains sufficient information in order to carry out adequate analysis or seek
independent advice regarding investing/divesting decisions. Following are the main reports
included in this Annual Report which provide an overall assessment of the Company’s affairs
during the financial year 2022/23 and the way forward:
y Chairman’s Message
y Group CEO’s Review
y Management Discussion and Analysis
y Annual Financial Statements
F.2 Shareholder voting Compliant All shareholders are encouraged to participate at the AGM and cast their votes or exercise their
proxy for decision making.
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H.1.1 ESG reporting y A holistic framework covering environmental capital, social capital and governance is discussed
in the Report.
y Further content is provided in the Message from the Chairman and Group CEO's Review.
H.1.2 The Environment Compliant Environment has been discussed under Sustainable Operations
H.1.3 Social Governance Compliant Engagement with the society and labour practices have been discussed under the Our Group
chapter from pages 19 to 49 of this Annual Report.
195
H.1.4 Governance Compliant Please refer the Corporate Governance section in this Annual Report for the governance structure.
H.1.5 Board’s role on ESG factors Compliant y The independent Directors chair the Audit Committee, Related Party Transactions Committee
and the Remuneration Committee.
y The investment Committee reports to the Board. The CEO who is a Board member oversees
areas of sustainability and governance in the organisation.
y The Board periodically reviews various subject matters pertaining to governance and compliance.
SECTION B
This section covers the extent of Group’s commitment and compliance to the Continuing Listing Requirements Section 7.10 of the Rules on Corporate Governance for Listed Companies
issued by the Colombo Stock Exchange under the following headings:
A. Non-Executive Directors
B. Independent Directors
C. Disclosures relating to Directors
D. Remuneration Committee
E. Audit Committee
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7.6 (i) Contents of Annual Report Names of persons who during the financial year were Compliant List of Directors with their profiles are available on page 32 of
Directors of the Entity. this Annual Report.
7.6 (ii) Contents of Annual Report Principal activities of the Entity and its subsidiaries during Compliant Principal activities of the Company are explained on pages 50 to 81.
the year and any changes therein.
7.6 (iii) Contents of Annual Report The names and the number of shares held by the 20 largest Compliant As of the end of the financial year 202/23, Expolanka Holdings
holders of voting and non-voting shares and the percentage PLC has only issued voting shares and the top 20 shareholders
of such shares held. are available on Share Information Note on pages 226 to 228.
7.6 (iv) Contents of Annual Report The float adjusted market capitalisation, public holding Compliant Information on float adjusted market capitalisation and related
percentage (%), number of public shareholders and under information are available under the Share Information Note on
which option the Listed Entity complies with the Minimum page 226.
Public Holding requirement.
196
7.6 (v) Contents of Annual Report A statement of each Director’s holding and Chief Executive Compliant Opening and closing balances of shares held by the Directors and
Officer’s holding in shares of the Entity at the beginning and the CEO are available on page 227.
end of each financial year.
7.6 (vi) Contents of Annual Report Information pertaining to material foreseeable risk factors of Compliant Information on material risk factors is discussed under the Risk
the Entity. Management Report on page 202.
7.6 (vii) Contents of Annual Report Details of material issues pertaining to employees and Compliant Information on human resources of the Company are discussed
industrial relations of the Entity. under the Human Capital section on page 40.
7.6 (viii) Contents of Annual Report Extents, locations, valuations and the number of buildings of Compliant Information on lands and buildings held by the Company are
the Entity’s land holdings and investment properties. available on page 223, Group Real Estate Portfolio.
7.6 (ix) Contents of Annual Report Number of shares representing the Entity’s stated capital. Compliant Available under Share Information on page 226.
7.6 (x) Contents of Annual Report A distribution schedule of the number of holders in each class Compliant Information is available under Share Information on page 226.
of equity securities, and the percentage of their total holdings
in the prescribed manner.
7.6 (xi) Contents of Annual Report Prescribed equity and debt ratios with market price Compliant Equity and debt ratios are available on page 20 and share price
information. related information are available on pages 226 to 228.
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7.6 (xii) Contents of Annual Report Significant changes in the Entity’s or its subsidiaries’ fixed Compliant Significant changes have not occurred to the Company’s fixed
assets and the market value of land, if the value differs assets and market value of lands.
substantially from the book value;
7.6 (xiii) Contents of Annual Report If during the year the Entity has raised funds either through Compliant During the financial year 2022/23, the Company has not raised
a public issue, Rights Issue, and private placement; funds through a Public Issue, Rights Issue or through a Private
Placement.
(a) a statement as to the manner in which the proceeds of
such issue has been utilised.
(b) if any shares or debentures have been issued, the number,
class and consideration received and the reason for the
issue; and,
(c) any material changes in the use of funds raised through an 197
issue of securities.
7.6 (xiv) (a) Employee Share The following information shall be disclosed in the Annual Not Applicable No Employee Share Option Schemes are available.
Option Schemes Report of the Listed Entity in respect of each ESOS:
Corporate Governance
7.6 (xiv) (b) Employee Share The following information shall be disclosed in the Annual Report Not Applicable No Employee Share Purchase Schemes are available.
Purchase Scheme of the Listed Entity in respect of each ESPS:
(a) The total number of shares issued under the ESPS during
the financial year.
(b) The number of shares issued to each category of Employees
during the financial year.
(c) The price at which the shares were issued to the Employees.
(d) A declaration by the Directors of the Entity confirming that
the Entity or any of its subsidiaries has not, directly or
indirectly, provided funds for the ESPS.
7.6 (xv) Corporate Governance Practices Disclosures pertaining to Corporate Governance practices. Compliant Disclosures relating to Corporate Governance practices are
198 available from pages 178 to 201.
7.6 (xvi) Related Party Transactions Related Party transactions exceeding 10% of the equity or Compliant Please refer to the commentary of Section 9.3.2 (a).
5% of the total assets of the Entity as per Audited Financial
Statements, whichever is lower to be disclosed.
7.10 (a) Corporate Governance – A Listed Entity shall publish in the Annual Report relating Compliant Statement on Corporate Governance is available on page 178.
Compliance to the financial year commencing on or after 1 April 2007
a statement confirming that as at the date of the Annual
Report they are in compliance with the Corporate Governance
Rules and if they are unable to confirm compliance, set out
the reasons for its inability to comply.
7.10 (c) Corporate Governance – Listed Entity shall make disclosures of compliance with Compliant Compliance status of Corporate Governance Rules are available
Compliance Corporate Governance Rules applicable to that sector and the from pages 178 to 201.
Annual Report must contain the relevant affirmative statements.
7.10.1(a) Non-Executive Directors Two or one third of the total number of Directors, whichever is Compliant The Board comprises of four Non-Executive Directors out of the
higher, shall be Non-Executive Directors. total of six Directors.
7.10.2 (a) Independent Two or one third of Non-Executive Directors, whichever is Compliant The Board comprises of two independent Non-Executive Directors.
and (b) Non-Executive Directors higher, shall be independent.
Non-Executive Directors have submitted a declaration of
Declaration of Independence by Non-Executive Directors. Independence.
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7.10.3 (a) Disclosure relating to Directors The names of all Independent Directors shall be disclosed in Compliant Please refer Directors Profiles section in this Annual Report on
the Annual Report. page 32 for Directors’ disclosures.
7.10.3 (b) Disclosure relating to Directors In the event a Director does not qualify as “independent” Compliant Both Independent Directors have been serving the Board for
as per the rules of Corporate Governance but if the Board a period exceeding 9 years, disqualifying them as Independent
is of the opinion that the Director is nevertheless independent, Directors. However, the Board has reviewed their independence
it shall specify the basis of the determination status against other criteria set out in the rule and have determined
in the Annual Report. that they are continued to be independent. Accordingly, the
Independent Directors have been re-appointed to the Board. Please
refer Chairman’s Statement on Corporate Governance on page 178.
7.10.3 (c) Disclosure relating to Directors A brief resume of each Director which includes information on Compliant Directors Profiles are disclosed on page 32 of this Annual Report.
the nature of his/her expertise in relevant functional areas is to
be published in the Annual Report. 199
7.10.3 (d) Disclosure relating Upon appointment of a new Director to its Board, the Compliant Information on Directors have been shared with the CSE as per the
to Directors Company shall forthwith provide to the CSE a brief requirement.
resume of such Director.
7.10.5 Remuneration Committee A listed company shall have a Remuneration Committee. Compliant Refer Remuneration Committee Report of this Annual Report.
7.10.5 (a) Remuneration Committee – The Remuneration Committee shall comprise a minimum of Compliant The Remuneration Committee comprises two Independent
Members two Independent Non-Executive Directors or a majority of Non-Executive Directors.
Independent Non-Executive Directors, whichever is higher.
7.10.5 (b) Remuneration Committee The Remuneration Committee shall recommend to the Compliant Refer Remuneration Committee Report of this Annual Report.
Functions Board remuneration payable to the Executive Directors and to
the CEO.
7.10.5 (c) Disclosure in the Annual Report The Annual Report should set out: Compliant All related information has been disclosed under the Remuneration
Committee Report of this Annual Report on page 91 Remuneration
y Names of the Directors of the Remuneration Committee paid to Executive and Non-Executive Directors are mentioned
y The statement of Remuneration Policy under the Annual Report of Board of Directors on the Affairs of the
y Aggregate remuneration paid to Executive and Company on page 83.
Non-Executive Directors
7.10.6 Audit Committee A listed company shall have an Audit Committee. Compliant Refer Audit Committee Report on page 92 of this Annual Report.
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7.10.6 (a) Composition of the y The Audit Committee shall comprise a minimum of two Compliant y The Audit Committee comprises of two Independent
Audit Committee Independent Non-Executive Directors or a majority of Non-Executive Directors.
Independent Non-Executive Directors, whichever is higher.
y Mr Sanjay Kulatunga (Independent Non-Executive Director) acts
y One of the Non-Executive Directors shall be appointed as as the Chairman of the Committee.
the Chairman of the Committee by the Board of Directors
y The Group CEO and Director – Group Finance attend meetings by
y The CEO and CFO shall attend the Audit Committee invitation.
meetings.
y The Chairman is an Associate member of the Chartered Institute
y The Chairman or one member of the Audit Committee of Management Accountants and is a Charter holder from CFA.
shall be a member of a recognised professional
accounting body.
7.10.6 (b) Functions of the The Audit Committee shall oversee the following functions. Compliant Refer the Audit Committee report on this Annual Report
200 Audit Committee
y Preparation, presentation, and disclosure of the Financial
on page 92.
Statements and ensure they are in line with the Sri Lanka
Accounting Standards
y Compliance with financial reporting, Companies Act and
other financial reporting regulations and requirements
y Processes to ensure that internal controls and risk
management are adequate to meet the requirements of
Sri Lanka Accounting Standards
y Assessment of the independence and performance of
External Auditors
y Appointment, re-appointment, and removal of External
Auditors and approve the terms of remuneration and
terms of engagement.
7.10.6 (c) Disclosure in the The Annual Report shall disclose: Compliant Refer the Audit Committee Report on this Annual Report
Annual Report on page 92.
y Names of the Directors of the Audit Committee
y The determination of the independence of the Auditors and
the basis for such determination
y A report by the Audit Committee setting out the manner
of compliance with the Listing Rule 7.10 on Corporate
Governance
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9.3.2 (a) Related Party Transactions – In the case of non-recurrent related party transactions, Compliant There were no non-recurring transactions during the year
Disclosures in the Annual Report if aggregate value of the non-recurrent related party under review.
transactions exceeds 10% of the Equity or 5% of the total
assets, whichever is lower, of the Listed Entity as per the
latest Audited Financial Statements information listed out in
the rule must be presented in the Annual Report.
9.3.2 (b) Related Party Transactions – In the case of recurrent related party transactions, if the Compliant Information pertaining to recurrent related party transactions during
Disclosures in the Annual Report aggregate value of the recurrent related party transactions the financial year 2022/23 have been disclosed under Note 15.6 –
exceeds 10% of the gross revenue/income (or equivalent Recurrent Related Party Transactions on page 149.
term in the Income Statement and in the case of group entity
consolidated revenue) as per the latest Audited Financial
Statements, the Listed Entity must disclose the aggregate
value of recurrent related party transactions entered into
during the financial year in its Annual Report. The name of the
201
related party and the corresponding aggregate value of the
related party transactions entered into with the same related
party must be presented.
9.3.2 (c) Annual Report disclosure Annual Report shall contain a report by the Related Party Compliant Please refer page 89 for the Report on Related Party Transactions
Transactions Review Committee, setting out the following: Review Committee.
9.3.2 (d) Declaration by the A declaration by the Board of Directors in the Annual Report Compliant Please refer page 83 The affirmative statement is given in the
Board of Directors as an affirmative statement of the compliance with these Report on Board of Directors on the Affairs of the Company.
Rules pertaining to related party transactions or a negative
statement in the event the entity has not entered into any
related party transaction/s.
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Risk Management
INTRODUCTION potential risks, navigate market dynamics, and meet the competitive advantage which has resulted in higher returns.
As a global entity operating in diverse markets, Expolanka ever-evolving expectations of our customers. This year, Furthermore, tolerating certain risks has helped the business
Holdings is exposed to a variety of risks that could impact Expolanka significantly leveraged on its effective early risk to adapt to changes and challenges in the market. In an
the business. These risks include, but are not limited to, warning mechanisms to identify potential risks and convert ever-changing business landscape, it is important to be
economic, political, operational, financial, and legal risks. them into opportunities. The customer centric approach flexible and responsive to shifts in consumer preferences,
However, it is the belief of the Company management that and effective procurement tactics whilst facilitating business technological advancements, and economic conditions. By
with the right systems, processes, and people in place, it success through streamlined operational performance has accepting and tolerating risks, we have become more agile
is possible to mitigate these risks and achieve the strategic ensured continued success in the year under review for the and resilient in the face of uncertainty. Our risk management
objectives of the organisation. Entrepreneurial activity is organisation. approach has struck a balance between risk taking and
characterised by both risks and opportunities, and every risk management which has supported the organisation to
Expolanka continued to adjust to the challenging market
business decision is influenced by these factors. Expolanka, achieve the desired outcomes whilst minimising potential
conditions with a sharp focus on achieving the strategic
in its pursuit of sustainable success and competitiveness, downsides.
objectives through the numerous strategic initiatives
proactively embraces risk and consistently seeks out and
202 rolled out throughout the year in review. The emphasis The primary components of our Risk Management
cultivates opportunities. on technology, process and the people ensured that Framework include:
Once again, the past year was significantly influenced by performance is not compromised whilst navigating the
various external factors that presented Expolanka with both way through the storm. The bottom-up approach of risk
governance and management ensured agility and efficiency 1 A structure for risk
challenges and opportunities. Volatility of the global market
in our risk management approach. governance
conditions, tempered consumer demand resulting from
potential inflationary impacts and the global energy crisis Expolanka’s risk management process is efficient, flexible,
continued to influence global trade and consumer demand and continuously evolving. We regularly assess and analyse
worldwide. Our belief is that adopting a systematic approach risks to ensure the management team is well-informed and
to risk management allows us to effectively anticipate, can make informed decisions. By addressing a wide range
mitigate, and manage risks while also capitalising on of risks, the mitigation strategies enable the Company to 3 2
opportunities that emerge despite the unpredictable nature develop cohesive policies with greater clarity and focus.
of the business environment.
Accepting and tolerating risks is an important aspect of
Despite the persistent challenges faced by the business managing a business, as it allows the organisation to Systems for reporting An approach to risk
in 2022/23, Expolanka was able to deliver steady financial pursue opportunities that might otherwise be overlooked and measuring risks management
results by relying on its market expertise and robust risk or avoided due to perceived risks. By acknowledging and
management strategies to effectively anticipate and mitigate accommodating certain risks, Expolanka has gained a
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RISK GOVERNANCE STRUCTURE The Group's Code of Conduct outlines the values that
Expolanka has implemented a risk governance framework employees are expected to exhibit, and serves as the
that is proportionate to the size and complexity of the foundation for all behaviors and actions. Management
organisation, as well as its risk profile. This framework actively promotes the Code of Conduct throughout the
line of defence line of defence line of defence
places emphasis on oversight responsibilities for risk organisation, and all staff are required to abide by the
Risk Risk Independent Code’s values and principles.
management and ensures that accountability for managing management oversight assurance
risk is integrated into our management structures.
RISK MANAGEMENT FRAMEWORK
To accommodate varying levels of risk among its legal Board of Directors
Expolanka's risk management framework encompasses
entities, Expolanka adopts a differentiated governance
a range of elements, including systems, structures, policies,
approach. Companies with high-risk profiles are subject
Group Audit Internal and processes, and people, all of which are designed to identify,
to enhanced governance measures to better manage CEO Committee External Audit monitor, report on, and control or mitigate both internal and
their risks.
external sources of material risks.
203
Head of Risk The Company has adopted a three-lines-of-defence
Business Units Committee
model, which emphasises the segregation between
Business (first line), Oversight functions (second line), and
the independent audit function (third line). This model is
IT Governance
Operational intended to:
and Cyber Risk and
Risk Review
Security Control
Committee
Committee • Assign ownership and responsibility for managing risks
to Business Units as the first line of defence, including
maintaining effective internal controls.
Independent
Advisory
• Establish the Audit Committee and Risk Committee act
as the second line of defence, providing independent and
Expolanka is deeply dedicated to preserving and enhancing objective review, oversight, monitoring, and reporting on
a workplace culture that encourages employees to adhere the Group's material risks.
to the highest standards of conduct, while also striving to • Provide independent and objective risk-based assurance
continuously improve risk awareness and integrate it into through independent audits as the third line of defence,
the Company’s culture. assessing the compliance with and effectiveness of
Expolanka's risk management systems and processes.
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The adoption of the three lines of defence model distributes control and risk management system. This approach is
responsibilities throughout the organisation, ensuring that intended to establish a robust, cohesive, and group-wide
each group understands the scope of their responsibilities risk culture founded on principles of ownership and
and how their role contributes to the Company's internal accountability.
Role Responsibility Line of defence Scope Role Responsibility Line of defence Scope
Risk Group CEO, 1st Line of At Expolanka, the primary responsibility for risk Independent Internal Audit/ 3rd Line of The third line of defence is comprised of
Management Business Defence management rests with the business level, and it Assurance External Audit Defence independent audit processes and procedures
Unit Heads & is the duty of all business managers to ensure that carried out by both Internal and External Audit
Individuals they effectively manage risks. teams.
As the first line of defence, heads of individual Internal Audit determines its engagement plans
divisions and departments take charge of by consulting with the Risk Committee and Senior
managing the risks that their business units Management to identify the relevant risks faced by
204 or functions encounter. They serve as the risk the Group.
owners, responsible for identifying and assessing
As the third line of defence, Internal Audit adopts
potential risks that may hinder the attainment of
a risk-based approach to conduct internal audits,
their business objectives. They then mitigate and
providing independent assurance to the Board
monitor these risks by designing and implementing
and Senior Management on the adequacy and
control procedures as part of their everyday
operational effectiveness of internal control, risk
operations, adhering to specific risk instructions
management, and governance systems and
and other guidelines issued by the Group.
processes.
Risk Oversight Board 2nd Line of The Audit Committee, acting on behalf of the Internal Audit evaluates whether risks have been
Oversight – Defence Board, is responsible for overseeing, supervising, properly identified, appropriate internal controls are
Audit and advising the Board regarding the effectiveness in place to manage those risks, and whether those
Committee of the internal risk management and control controls are functioning effectively. Identified issues
systems. The Committee also monitors the are then followed up to validate remediation.
management's risk mitigation efforts in managing
the significant risks of the Group. The risk assessment findings are also incorporated
into the internal audit plan to ensure systematic
Risk The Risk Committee supports the Audit Committee coverage of all significant risks and corresponding
Committee in fulfilling its Corporate Governance obligations key controls.
concerning risk management and internal controls.
It evaluates the Group's overall risk profiles by The Risk Management Framework operates in parallel with the corporate governance
examining the critical risks.
structure of the Group and is closely tied to other functions such as Internal Audit,
The Risk Committee convenes at least four times Compliance, Health, Safety, Environment, and Security (HSES). It is also seamlessly
annually and provides regular updates to the Audit
Committee regarding its operations.
integrated across all businesses to identify risks and opportunities.
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Integrated Annual Report 2022/23
Risk Management
RISK MANAGEMENT PROCESS To ensure effective management of significant risks, we The Risk Committee oversees the status of compliance
Risk management is an integral part of all business rely on both internal and external data and make proactive and the effectiveness of the CMS.
processes, including strategy development, business interventions as needed. We establish cross-functional
We have established a clearly defined and documented
planning, capital allocation, investment decisions, internal working groups and seek advice from experts when
authority matrix that governs the business across the Group.
control, and day-to-day operations. We have defined internal necessary. Senior Management regularly monitors the
This matrix is periodically reviewed and updated to reflect
processes to ensure that risk management is seamlessly main strategic risks identified by the Group, including any
changing risks and operational requirements, ensuring
integrated into our operations. While our diverse business mitigating actions. If necessary, these risks are escalated to
continuous improvement. The authority matrix establishes
sectors operate with high levels of autonomy, our Group the Executive and Board for consideration.
a robust framework of authority and accountability within
governance structures play a vital role in harmonising
The Risk Committee plays a crucial role in assisting the the Group, including segregation of duties that facilitates
policies, sharing best practices, guiding strategic direction,
Audit Committee in fulfilling its Corporate Governance effective and quality decision-making at the appropriate
managing risks, and optimising resource allocation across
responsibilities related to risk management and internal levels within the Group’s hierarchy.
the Group.
controls. Its primary responsibility is to monitor the Group’s
Expolanka considers strengthening its risk management risk profile. The Risk Committee meets at least four times INSURANCE AS A RISK MANAGEMENT TOOL 205
processes a core priority. This is essential to maintain our per year and provides quarterly updates to the Audit Expolanka uses insurance as a tool for risk management.
medium-low risk profile in the face of constantly changing Committee on its activities. Additionally, as an integral part We have customised insurance policies that transfer the
economic, social, and regulatory environments. To fulfill this of the operational ecosystem, the Risk Committee engages risks associated with our operations, including cargo and
commitment, the Group is actively working on improving our with Senior Management, Functional Heads, and other liability, property, and people. We continuously assess
existing practices and adopting a cohesive risk management stakeholders to ensure that operational and functional risk insurable risks and take steps to reduce them as part of
approach, as outlined below. aspects are discussed and appropriately escalated for our loss-prevention strategy. Our insurance policies help
direction. minimise the potential for business interruption and ensure
Risk pillars Risk matrix The Operational Risk Committee and the IT Governance and that we can deliver to our customers.
Risk universe Risk map Cyber Security Committee, which are subcommittees of the
Risk Committee, are responsible for conducting in-depth BUSINESS CONTINUITY AND CRISIS MANAGEMENT
Appetite and
Action plan threshold setting reviews of critical areas of risk. The Risk Committee reviews We have a global risk management process that includes
Risk-reward ratio the key matters discussed in the subcommittees and procedures for business continuity and crisis management.
Risk tools
provides direction as appropriate. These procedures establish the necessary requirements
Reporting
for local management teams to ensure they can respond
Key risk Compliance with all applicable laws and regulations is of
Risk owners Decision effectively to disruptive events and continue their business
indicators making matrix
utmost importance to the Group. To ensure compliance,
Action owners operations at an acceptable level. Our continuous efforts
we have implemented a Compliance Management System
Risk stewards Strategy to improve these procedures enable a quick return to
(CMS) that periodically reports and monitors the statutory
Tactical normal activities and minimise any significant damage
and regulatory compliance status across the Group.
to the business.
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Integrated Annual Report 2022/23
Risk Management
The Risk Committee and Audit Committee regularly RISK FACTORS The Group considers and reviews these risks at various
review significant risks and provide additional perspectives The key risks that could significantly jeopardise the Group's stages of its business process, and appropriate risk
on existing and emerging risks. We maintain an ongoing business model, future performance, solvency, liquidity, and responses and strategies are implemented to reduce them
dialogue between the Board, Audit Committee, and reputation are referred to as principal risks. These risks have to an acceptable level. However, the effectiveness of these
management to ensure the Group's effectiveness in been identified through a comprehensive risk assessment mitigation strategies can change over time, and some risks
managing risks. process, and the table below presents an overview of the may remain beyond the direct control of management.
perceived principal risks, the controls in place to manage Based on the current assessments, no new risks with
and reduce residual risk levels, and any changes in the a potentially critical impact on the Group's performance
profile of each risk during the year. It is important to note have been identified. Although there has been no significant
that the list of principal risks is not exhaustive and not change in the principal risks over the last year, the Group
prioritised in any specific order. Identifying these risks helps operates in a dynamic environment, where risks continue
the Group's management to focus on the critical risks that to evolve, and it continues to develop measures to
may impede the achievement of its goals and objectives.
206 mitigate them.
Risk factors Risk exposure Key controls and Risk grading Risk grading Risk grading
mitigating actions 2020/21 2021/22 2022/23
Business Partner Risk Loss of principals/business y Transitioning the businesses of the Group to a more solution-based value driven, Medium Medium Medium
partners, customers, suppliers, JV partner centric business portfolio.
partners due to global mergers and
acquisitions, intense competition, y Developing and delivering strong service KPI’s and Service Level Agreements.
service level gaps y Utilising technology and digital tools to enable and facilitate the business operations
of the various sectors.
y High level of integration, visibility and awareness between the Company & partners.
y Working with customers as a partner to fulfill and meet respective compliance and
service standards.
y Adopting a flexible and agile operating model with the customer at the forefront of the
business execution plan.
y Optimising branch and network strength to offer a wholesome service.
y Enhancing capability, competencies, and service portfolios to offer a wider more
comprehensive solution.
y Continue to invest in people, technology and processes to establish an experiential
engagement to all parties.
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Risk Management
Risk factors Risk exposure Key controls and Risk grading Risk grading Risk grading
mitigating actions 2020/21 2021/22 2022/23
Product and Market Loss of market share or market y Synergistic acquisitions to broaden the product and market range. Medium Medium Medium
Dependency Risk leadership in relevant segment
y Enhanced overall supply chain management to provide a comprehensive value added
due to intense competition from solutions to the customer.
existing and potential competitors,
changes in customer attitudes due y Customer broad basing and providing additional services to increase the wallet share.
to adverse economic and social y Strengthening of core product market verticals.
conditions. y Broadening the reach through branch operations.
y Product diversification through active venturing into other verticals
apart from our specialised area of apparels.
y Increasing footprint in the other regions thus reducing concentration risk.
Credit risk Probable income loss arising due y Credit evaluation and approvals. Medium Medium Medium
to the probability of default by the 207
y Company-wise credit policies.
Company’s debtors.
y Improved invoicing efficiency and increased focus and follow up on debtor
outstanding through dedicated corporate team focusing on debt collection.
y Credit default recoveries through centralised legal department.
y Monitoring of market on customer’s and agent’s credit profiles.
y Deeper credit monitoring for certain business segments and extensive reporting.
y Online screening for bad/sanctioned customers.
y Review of quarterly published financials of listed entities to understand risk profile.
y Monitoring of change in S&P and Moody’s credit rating of key customers.
Investment and The future profitability of the y Investment appraisal based on strategic, commercial, and financial Medium Medium Medium
Resource Group is affected by the degree of viabilities by the Investment Committee.
Management Risk realisation of expected earnings on
y Investment focused on key growth verticals focusing on strategic fit,
investments returns and ROE’s.
y Third -party expertise in undertaking investment transactions.
y Careful and considerate due diligence process with an in-depth
study on Financial, Commercial and Legal prior to decision making.
y Strong governance structure for project approvals.
y Continuous review from project implementation to maturity.
y Post-merger integration to maximise synergies.
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Risk Management
Risk factors Risk exposure Key controls and Risk grading Risk grading Risk grading
mitigating actions 2020/21 2021/22 2022/23
Legal and Non-compliance pertaining to y Monthly report and review of statutory compliance. Medium Medium Medium
Compliance Risk statutory and regulatory provisions
y Legal policies and procedures.
could bring adverse effect on our
businesses. y Screening process to avoid dealing with sanctioned customers/countries.
y Improvements to tighten data protection of stakeholders.
y Improved governance structure pertaining to legal and compliance.
y Periodic self-evaluation and legal audit on compliance.
y Process automation on risk and compliance related reporting.
Human Capital Risk Risk arising as a result of failure to y Improved performance evaluation and measurement process. Low Low Low
attract, develop and retain a skilled
y Increased HR engagement to drive the culture across the Group.
workforce.
208 y Working towards building a strong succession plan through the leadership
development programme called “EFL Leap”.
y Enhanced sources of recruitment.
System and Potential for system failures, y Periodic Independent ITGC Audit. Medium High High
Technology Risk Inaccuracy or delays in decision
y Improved security over IT systems and processing information to increase
making due to inaccurate or non- confidentiality and integrity of data.
availability of timely information
from key computer systems and y Implementation of Disaster Recovery with latest technologies to support
business continuity.
cyber attacks
y Improvement of existing IT security infrastructure and implementation of new
firewall system to support branch network.
y Continuous user awareness sessions and trainings on existing and latest best
suited technologies and adaptation of available IT best practice.
y Specialised systems to cater to respective business requirements.
y Cyber Security Steering Committee (CCSC) to provide oversight over management
and mitigation of security risk.
y Continuous monitoring for end devices for cyber security incidents and periodic
system penetration test to identify system vulnerabilities.
y Periodic cyber risk assessment to determine the current maturity of controls.
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Risk Management
Risk factors Risk exposure Key controls and Risk grading Risk grading Risk grading
mitigating actions 2020/21 2021/22 2022/23
Financial Risk Potential losses as a result of y Group Treasury Policy. Medium Medium Medium
high volatility in foreign currency
y Natural hedging through receivables and payables matching.
exchange rates against the Sri
Lankan Rupee and risk of business y Leading and lagging in the conversion of foreign currency based on exchange rate
movement projections.
having insufficient funds to meet its
financial commitments in a timely y Entering into SWAP and forward contracts to mitigate the FOREX risk.
manner y Incorporating the projected downswing in exchange rates to the
pricing of goods and services.
y Securing debt funding diversity and maintaining an appropriate mix of committed
credit facilities.
y Reviewing liquidity, maintaining investment grade credit ratings and preserving a
healthy capital structure.
209
y Taking pre-emptive action for early completion of major financings
with preferential terms.
Operational Risk Operational risk is the risk of loss y Group policies and procedures. Medium Medium Medium
resulting from inadequate or failed
y Periodic audit performed by Internal Auditors to ensure compliance and the
internal processes, people and effectiveness of operational controls.
systems or from external events
y Strengthening of business continuity plans to ensure smooth operations.
y Systemising and monitoring of operational KPI’s to bring service enhancement
through technology.
y Improved internal efficiencies by strengthening roles and responsibilities.
y Robust documentation process supported through technology.
y Implementation of HSE to build and promote a sound safety culture across the Group
strengthening security surveillance at high-risk facilities.
y Maintaining emergency response, crisis management, disaster recovery and business
continuity plans with periodic drills to enable effective recovery from
a major disruption.
y Experienced customer service teams enable a responsive and agile operation.
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Risk Management
Risk factors Risk exposure Key controls and Risk grading Risk grading Risk grading
mitigating actions 2020/21 2021/22 2022/23
Country, Risk of operating in new markets, y Continuous and proactive evaluation of factors which effect the macroeconomic Medium Medium Medium
Geo Political political risks environment of the business
and Economic
y Monitoring of country specific legal & regulatory requirements
Downturn Risk
y Enhanced organisational structure to minimise risk exposure
y Diversification and strengthening of origin markets thus reducing the
dependency on any single origin
y Market entry strategy with captive business and local know how through engagement
with teams and structures which are familiar
Reputational Risk Reputational risk results from y Channeling of all media communications through Group’s Corporate Communication Medium Medium Medium
damage to the Group’s image department
210 among stakeholders, which may
y Customer feedback system implemented to gauge customer satisfaction as
impair its ability to retain and a part of continuous development
generate business. Such damage
may result from a breakdown y Brand monitoring and approval process to mitigate potential brand threats
of trust, confidence or business y Communication of Code of Ethics to all recruits
relationships. y Strict adherence to statutory and regulatory compliance
y Rollout of a revised media policy and an update to the EFL brand manual to ensure
consistency in communication
y Align PR strategy of the organisation with the business strategy
y Proactive customer service engagement
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Integrated Annual Report 2022/23
Risk Management
discussing financial and non-financial performance. forecasts, and future outlook. is a carbon neutral product having offset Annual Report’s carbon footprint of 0.8 tCO2e by purchasing United Nations Certified Emission
Reductions (CERs) from the project activity 1994 registered under UN Clean Development Mechanism.
Product carbon footprint has been measured and reported in accordance with the requirements of
1. ISO 14067: 2018 (E) Standard &
We take all efforts to continually improve our reporting and Shareholders and other stakeholders are advised to be 2. Greenhouse Gas Protocol (Life Cycle Accounting and Reporting Standard) developed by World Business Council for Sustainable
Development and World Resource Institute.
corporate disclosure processes through robust internal cautious when placing emphasis on such statements as the Certificate No
Date of Certification
: ClimateSI/CNP/019
: 28/ 06/ 2023
Period of Assessment : 01/04/2022 to 31/03/2023
controls, continual engagement with stakeholders, and reality may materially differ from projected and anticipated Period of Validity
Scope of Certification
: 01/04/2023 to 31/03/2024
: Cradle to Gate
independent external assurance. information. The Group does not undertake to publicly
update these forward-looking statements to reflect changes
The report’s consolidated financial statements and
notes, and sustainability reporting disclosures in line with
after the date of this report, except, in compliance with the
........................................................
213
applicable rules and regulations set by relevant statutory and Eng.H.M. Buddika Hemashantha
(Bsc (Hons) Eng., M.Eng.)
.......................................................................
the Global Reporting Initiative’s (GRI) Sustainability Chief Executive
Eng.H.M.
Climate
BuddikaHemashantha
(Hons)Smart
Officer
Initiatives (Pvt) Ltd
regulatory bodies. (Bsc
ChiefExecutive Of icer
Eng.,M.Eng.)
Ernst & Young. Any queries, clarifications and feedback on this annual
report are to be directed to: Presented to
Presented to
VOLUNTARY
VOLUNTARY Company Name
Expolanka Holdings PLC
DATE: 4 APRIL 2018
REFERENCE: VC3263/2018
CANCELLATION
CANCELLATION Reason for cancellation
Project
MUSHTAQ AHAMED CERTIFICATE
CERTIFICATE To achieve
Yunnan the carbon
Lincang Zhenaineutrality
Hydropowerof Company's
Project annual report for the year Financial Year,
assessed by Climate Smart Initiatives (Pvt) Ltd.
Reason for cancellation
Director – Group Finance VOLUNTARY Presented
To achieve
2022/23, assessed
to neutrality of Expolanka Holdings PLC’ s annual report for the year
the carbon
Citizens Development Business
by Climate Finance
Smart PLC
Initiatives (Pvt) Ltd.
CANCELLATION Reason for cancellation
Expolanka Holdings PLC 21 To achieve the carbon neutrality of Citizens Development Business Finance PLC for the year
Number
Number of units
units
2017, assessed by Climate Smart Initiatives (Pvt) Ltd
1X CERs
15A, Clifford Avenue, cancelled
cancelled Equivalentto
Equivalent to 1Xtonne(s)
tonne(s)ofofCO
CO2 2
Number of units
Startserial
Start serialnumber:
Endserial
End
number:CN-5-1160543176-2-2-0-1994
serialnumber:
XXXXXXXXXXXXX
number:CN-5-1160543176-2-2-0-1994
cancelled
XXXXXXXXXXXXX 2,028 CERs
Thecertificate
The certificateisisissued
cancellationininthe
cancellation
issuedininaccordance
theCDM
accordancewith
CDMRegistry.
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withthe
theprocedure
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certificateisis
Colombo 3 providedtoby
provided
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tonne(s) of CO 2
Start serial number: IN52334001532211326 The certificate is issued in accordance with the procedure for voluntary
End serial number: IN52334021802211326 cancellation in the CDM Registry. The reason included in this certificate is
provided by the cancellor.
investor@expolanka.com
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STAKEHOLDER ENGAGEMENT
As a leading global logistics player, Expolanka caters to a
wide and diverse group of stakeholders. We are committed
to establishing and developing strong stakeholder
Shareholders/Investors Employees Customers relationships based on continuous engagement,
A diverse range of institutional and A multicultural workforce spanning International and domestic customers transparency, and accountability.
retail investors. 39 countries across 4 continents. from a variety of industries
The Group implements a well-defined strategy for
stakeholder engagement, which ensures consistent
communication and regular feedback. This approach
serves as the foundation for decision-making throughout
our various businesses, enabling us to generate
214
Suppliers Regulators Local communities shared value and meet the expectations of our diverse
Diverse mix of local and Statutory and regulatory bodies from Diverse communities living in areas stakeholders. The Group’s stakeholder mapping and
international suppliers the Group’s areas of operation we operate across the globe engagement process is described in brief below:
High
Communities /Investors
215
Low High
Shareholders/Investors y Profitability, returns on investment and y Annual general meeting y Implement a perceptive strategy and closely monitor
wealth creation performance indicators
Engagement Strategy: y Extraordinary general meeting – as required
Closely engage and manage
y Risk management y Interim financial statements – quarterly y Follow best management practices
y Responsible governance y Corporate disclosures – as required y Comply with regulatory requirements on governance
Objectives:
y Environmental and social considerations y Annual report y Maintain an updated and interactive website
Build investor confidence and maintain a
balance between financial, environmental,
y Timely corporate disclosures y Interaction with the investor relations team – y Engage in CSR initiatives
social, and governance performance to y Better interaction as required y Organise investor forums periodically and
respond to investor queries on performance
ensure long-term sustainability. y Investor relations forums – as required
y Group website – ongoing
216 y Press releases – as required
Customers y Product accessibility y Interactions with the customer relations y Customer-specific service adaptations and business
team – ongoing solutions
Engagement Strategy: y Comprehensive business solutions
Closely engage and manage y Fair pricing y Communication materials – as required y Wide distribution network with overseas offices in
70+ countries
y Quality and prompt service y Customer visits and review – periodically
Objectives:
y Social media – ongoing y Affiliations with joint ventures and strategic partnerships
Partner and support customers in their
y Responsive interaction locally and internationally
y Customer surveys – periodically
business endeavours whilst ensuring y Adopting best practices in doing business
customer service excellence. y Group website – ongoing
y Training on customer service
y Social events – periodically
GRI: 401-2 y Equal opportunity y Open door policy for communication – daily y Uphold best and current HR practices
Employees y Skills training y Team meetings – as required y Industry competitive remuneration and benefits
Engagement Strategy:
y Quality of work-life y Cross functional committees – as required y Comprehensive health and safety programme
Closely engage and manage
y Fair remuneration and benefits y Video conferencing – as required y Strategic training initiatives for all staff grades
y Career planning and advancement y Performance reviews – bi-annual y Rewards and recognition based on performance merits
Objectives:
y Occupational health and safety y Training initiatives – periodically y Group-wide networking events
Nurture an empowered workplace culture,
focusing on developing skills, performance
y Performance management y Grievance handling procedure – as required y Group-wide committees with job rotations
evaluations, employee wellbeing and work y Group exposure and networking y Employee suggestion scheme – as required y Programmes for employee suggestions and
involvement in terms of systems and processes
ethics aligned to Group values. y Employee creativity and innovation y Employee surveys – periodically
y innovation
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Suppliers y Supplier contracts y Registration of suppliers – annually y Maintain a regular dialogue with suppliers
Engagement Strategy: y Prompt payments and business y Supplier correspondence and meetings – y Follow procurement best practices
opportunities as required
Meet their needs y Draw up supplier contracts with fair terms and
y Ethical business practices y Supplier surveys – periodic conditions
Objectives:
y Handling appeals and other grievances y Supplier feedback evaluations – as required y Monitor and evaluate suppliers on their business
Build loyal and mutually beneficial practices including compliance with laws and
relationships with like-minded suppliers;
y Supporting micro suppliers y Site visits to evaluate supplier operations –
annually/as required regulations
upholding sustainable procurement practices
in line with our work ethics. y Supplier training – periodically y Appointment of committees to address supplier issues
y Procurement committees – Monthly y Review supplier registration criteria periodically
y Committees to address supplier appeals and y Extend fair referrals
grievances – as required 217
Regulators y Responsible corporate management and y Meetings with legal team – as required y Group legal team ensures compliance with statutory
governance and regulatory requirements
Engagement Strategy: y Correspondence - as required
Comply and keep informed
y Risk management and internal controls y Corporate disclosures – as required y Uphold sustainable operations and disciplined financial
management
y Compliance with statutory and y Annual report
Objectives: regulatory requirements y Timely disclosures of corporate information and
Ensure full and timely compliance with
y Press Releases – as required responsible reporting
regulatory directives at all operational y Directives and circulars – periodically
locations, thereby eliminating risk of
noncompliance penalties, loss of licenses
and negative reputational impacts.
Local Communities y Community recruitment opportunities y Group sustainability team community–based y Implementing well-planned community development
projects and campaigns – as required projects and campaigns
Engagement Strategy: y Community business opportunities
Show consideration y Community development and support y Employee volunteerism – as required y Recruiting youth from local communities
for natural disasters and emergencies y Dialogue with community leaders, y Extending business opportunities to micro, small, and
Objectives: government and nongovernmental medium enterprises
y Philanthropy
Align operations with SDGs and the UN organisations – periodically
Global Compact to support and build loyalty y Social media – ongoing
and trust with local communities in areas
we operate.
y Corporate website – ongoing
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Environment y Group’s carbon footprint y Group sustainability team – as required y Integrate environmental-friendly practices into daily
operations; including 3R and 5R implementation
Engagement Strategy: y Environmental conservation y Employee volunteerism – as required
Show consideration y Alternative energy y Staff training and awareness programmes – y Track, monitor and calculate green-house-gas emissions
y Resource utilisation efficiency periodically y Shift to alternative energy sources
Objectives:
y Progress on SDGs y Meetings, consultancy and collaborations with y Organise environmental awareness programmes across
Align operations with SDGs and UN Global government and non-government bodies – the Group
Compact, and take proactive measures to y Environmental best practices periodically
y Implement dedicated environmental campaigns
minimise the Group’s environmental footprint. y Compliance with environmental laws and y Report on progress against SDGs – annually
regulations y Comply with environmental laws, regulations and
y Environmental audits – periodically directives in all operational locations
y Comply with international environmental certifications
218
GRI: 3-3 The report highlights 21 key material topics that are stakeholders, and aligns with the Group’s core values
considered to be of high to medium significance. These and strategic goals. All topics selected for disclosure are
MATERIALITY
topics are aligned with the GRI Standards, SDGs, reviewed and approved by senior management, under the
This report considers the concept of materiality: wherein and other internationally recognised guidelines and guidance of the Group Chief Executive Officer.
the Group follows a process for determination of topics frameworks such as the SBTI. There were no major
that are considered material for disclosure and discussion. changes to material topics from the previous year.
These topics are identified based on their potential to
impact the Group’s ability to create value and sustain Expolanka’s materiality determination process considers
business in the medium and long-term. developments in the operating environment, including
principal risks and opportunities, gathers insights from
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GRI: 3-1
High
Recruitment and retention
Labour/Management relations
Define Topic Boundaries
Customer [Ma2] health and safety
Establish boundaries based on
Greenhouse Gas (GHG)
significance to stakeholders and the Emissions
219
business, and with consideration for
likelihood and depth of impact.
Reporting
Develop materiality matrix and determine
reporting focus for content development.
Medium High
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GRI: 3-2
MATERIAL TOPICS
(SDGs can be replaced with icons)
Material Topic/Rationale Topic boundary/ Related SDG Relevant GRI Reporting focus
Stakeholder indicator*
ECONOMIC
Economic success of the Group has a broader impact — with value creation across three key sectors and benefits Employees
reaching diverse stakeholder groups.
Customers
Suppliers
220 Local
communities
2. Market presence
ENVIRONMENTAL
As a leading global logistics Group with interactions across the global trade and logistics supply-chain, Regulators
mitigating our direct emissions and working with partners to reduce indirect emissions is a priority.
Environment
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Material Topic/Rationale Topic boundary/ Related SDG Relevant GRI Reporting focus
Stakeholder indicator*
SOCIAL
4. Employment Employees GRI 401 High
Remuneration and benefits Local
Recruitment and retention communities
Diversity and inclusion
Non-discrimination
221
As a leading conglomerate in the Country, we employ and rely on a large workforce both locally and internationally.
Their skills, talent and loyalty area key component of our long-term value creation.
Our corporate values and culture enshrine the ethos of diversity, equity, and inclusion, while ensuring workplace
practices eliminate discrimination and ensure fair treatment for all.
Providing employees with a safe and healthy workplace is critical to ensure their wellbeing and enable them to
deliver their job roles with higher productivity, motivation, and loyalty.
Maintaining good employee relations is part of our actions as an ethical and responsible corporate citizen, and also Regulators
essential to our success: contributing to team spirit, motivation, higher productivity and lower turnover.
Local
communities
Material Topic/Rationale Topic boundary/ Related SDG Relevant GRI Reporting focus
Stakeholder indicator*
Continuous engagement with our suppliers coupled with supplier assessments ensure compliance with relevant
regulations and ethical business practices.
9. Socioeconomic compliance
GOVERNANCE
Upholding ethical business practices and eliminating corruption in operations and supply-chain interactions is a key Employees
focus area.
Customers
222 Suppliers
Local
communities
Alongside increased digitalisation and the Group’s expanding network, upholding contractual obligations to Regulators
safeguard customer privacy warrants our focus.
*The GRI Index on page 230 provides descriptions or linkages to key disclosures referred to in the table above.
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Properties in Colombo
Expolanka (Private) Limited 23.50 108,015,000
No 10, Mile post Avenue, Kollupitiya, Colombo 3
OPERATING RESULTS
Revenue from contracts with customers 546,401 694,157 218,735 103,246 95,455 77,533 63,492 56,015 52,652 53,319
Share of result of equity-accounted investees (Net of tax) 56 116 62 31 60 44 22 37 12 35
EBIT 39,572 86,770 16,893 652 3,263 1,864 2,061 2,134 1,454 2,179
Net finance costs (1,057) (1,175) (308) (372) (190) (195) (369) (88) (140) (242)
Profit before tax 38,515 85,595 16,585 280 3,073 1,669 1,692 2,046 1,314 1,937
Income tax expense (7,465) (12,803) (1,705) (718) (1,164) (708) (463) (601) (266) (367)
Profit for the year 31,050 72,792 14,880 (438) 1,909 961 1,229 1,445 1,048 1,570
Attributable to:
Equity holders of the parent 30,938 72,743 14,830 (737) 1,448 711 955 1,113 886 1,426
224
Non-controlling interest 112 49 50 299 461 250 274 332 162 144
CAPITAL EMPLOYED
Stated capital 4,098 4,098 4,098 4,098 4,098 4,098 4,098 4,098 4,098 4,098
Reserves 37,986 27,986 1,614 941 984 604 477 409 11 36
Retained earnings 106,851 91,848 21,437 7,600 9,194 8,075 7,675 7,348 6,518 5,702
Non-controlling interest 693 422 231 192 1,512 1,251 1,127 1,265 991 929
Total equity 149,628 124,354 27,380 12,831 15,788 14,028 13,377 13,120 11,618 10,765
Total debt 31,857 92,132 18,387 12,196 5,332 4,945 2,402 1,792 1,819 2,701
Capital employed 181,485 216,486 45,767 25,027 21,120 18,973 15,779 14,912 13,437 13,466
ASEETS EMPLOYED
Property, plant and equipment 9,894 5,751 3,413 3,405 3,846 3,643 3,557 3,423 3,177 3,384
Right-of-use assets 14,525 10,837 3,718 3,023 116 105 75 138 199 282
Intangible assets on business combinations 35,615 3,704 868 438 375 375 375 383 457 457
Other non-current assets 1,575 890 643 862 1,064 656 526 645 811 736
Current assets (Including assets held for sale) 159,380 275,172 59,543 28,295 28,196 23,929 18,809 18,086 17,348 17,007
Liabilities net of debt (39,503) (79,868) (22,417) (10,996) (10,764) (8,284) (7,563) (7,763) (8,555) (8,400)
Assets employed 181,486 216,486 45,768 25,027 22,833 20,424 15,779 14,912 13,437 13,466
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Integrated Annual Report 2022/23
In Rs. Mn. 2022/23 2021/22 2020/21 2019/20 2018/19 2017/18 2016/17 2015/16 2014/15 2013/14
CASH FLOW
Cash flows from/(used in) operating activities 169,797 (9,301) (98) 1,949 832 (1,180) 367 316 320 373
Cash flows from/(used in) investing activities (35,638) (5,000) (1,900) (648) (830) (157) (42) (338) 399 417
Cash flows from/(used in) financing activities (98,836) 41,359 1,458 612 742 1,040 168 210 (941) (431)
Net increase/(decrease) in cash and cash equivalents 35,196 35,580 (222) 2,438 1,423 (214) 523 581 (268) 340
KEY INDICATORS
Basic earnings per share (Rs.) 15.88 37.24 7.61 (0.22) 0.74 0.36 0.49 0.57 0.45 0.73
Finance cost cover (Number of times) 22.49 68.72 46.00 1.43 13.60 8.03 5.20 22.45 9.53 8.25
Net assets per share (Rs.) 76.19 63.39 13.89 6.47 7.30 6.54 6.27 6.06 5.44 5.03
Debt/equity ratio (%) 21.29 74.09 67.15 95.05 33.77 35.25 17.96 13.66 15.66 25.09 225
Dividend payout (Rs. Mn.) 16,010.75 2,287.25 977.46 – 293.24 293.24 293.24 234.59 – 645.12
Dividend payout ratio (%) 51.56 3.14 6.57 0 15.36 30.51 23.86 16.23 0.00 41.09
Current ratio (Number of times) 2.98 1.76 1.73 1.64 1.75 1.81 2.17 2.04 1.83 1.77
Market price per share (Rs.) 138.00 207.75 44.70 2.00 4.00 4.90 6.00 7.00 8.50 8.70
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Integrated Annual Report 2022/23
Share Information
A trading summary of the Expolanka Holdings PLC shares for the financial year ended SHARE VALUATIONS
31 March 2023 is given as below: The share valuations are provided below for Expolanka Holdings PLC consolidated
Trading Summary 1 April 2022 – 31 March 2023
performance.
Market capitalisation as of 31 March 2023 Rs. 269,778,270,000.00 Net asset per share 76.19 63.39 13.89 6.47
Earnings per share 15.88 37.24 7.59 -0.38
EXPO SHARE PERFORMANCE
Trailing P/E multiple 8.69 5.57 5.89 -5.31
An analysis of the Expo share performance over the last three years is reflected in the ROE (%) 22.67 95.95 -74.01 -3.41
below table.
The movement of the Expo share price during the four quarters is given below: 1 – 1,000 14,487 4,799,428 0.24
1,001 – 10,000 6,505 22,855,059 1.17
High Low Closing Volume of shares traded
10,001 – 100,000 1,577 46,133,712 2.36
1st Quarter 243.25 90.00 172.75 115,904,192 100,001 – 1,000,000 204 56,974,729 2.92
2nd Quarter 243.00 155.00 217.50 164,622,249 Over 1,000,000 20 1,824,152,072 93.31
3rd Quarter 217.50 116.00 182.25 152,684,899
4th Quarter 204.00 128.25 138.00 37,210,892 FLOAT ADJUSTED MARKET CAPITALISATION
As at 31 March 2023 31 March 2022
Expolanka Holdings PLC is in compliant with the minimum public holding requirement under
Option 1 as listed out in Section 7B (a) of CSE Listing Rules.
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Integrated Annual Report 2022/23
Share Information
ANALYSIS OF SHAREHOLDING
RESIDENT/NON-RESIDENT
Number of Number of Percentage of
shareholders shares shares
INDIVIDUALS/INSTITUTIONS
Number of Number of Percentage of
shareholders shares shares
SHAREHOLDING BY DIRECTORS
The following table indicates the number of shares held by the Board of Directors of the Company
Share Information
THE SHAREHOLDING OF THE SPOUSES AND CHILDREN UNDER 18 YEARS OF THE DIRECTORS
There is no shareholding of spouses and children of Directors, aged under 18 years and dependants.
Financial Calendar
Important Events FY 2022/23 Date
Interim Financial Statements Three months ended 30 June 2022 29 Jul 2022
Interim Financial Statements Six months ended 30 September 2022 28 Oct 2022
Interim Financial Statements Nine months ended 31 December 2022 27 Jan 2023
Interim Financial Statements Twelve months ended 31 March 2023 28 April 2023
Interim Financial Statements Six months ended 30 September 2023 On or before 31 October 2023
Interim Financial Statements Nine months ended 31 December 2023 On or before 31 January 2024
Interim Financial Statements Twelve months ended 31 March 2024 On or before 30 April 2024
GRI: 2-5
GRI Index
Statement of use: Expolanka Holdings PLC has reported the information cited in this GRI content index for the period 1 April 2022 to 31 March 2023 with reference to the GRI Standards.
GRI 1 used: GRI 1: Foundation 2021
GRI Index
Material topics
GRI 3: Material Topics 2021 3-1 Process to determine material topics 219
3-2 List of material topics 219
3-3 Management of material topics 220
GRI 201: Economic 201-1 Direct economic value generated and distributed 29
Performance 2016 201-2 Financial implications and other risks and opportunities due to climate change 201-2 Not applicable Not material to the company
201-3 Defined benefit plan obligations and other retirement plans 201-3 Not applicable Not material to the company
201-4 Financial assistance received from government 201-4 Not applicable No financial assistance received from the
government
Anti-corruption 231
GRI 3: Material Topics 2021 3-3 Management of material topics
GRI 205: Anti-corruption 2016 205-1 Operations assessed for risks related to corruption 205-1 Not applicable 100% of the operations have been assessed
for risks of corruption
205-2 Communication and training about anti-corruption policies and procedures 205-2 Not applicable Not material to the company
205-3 Confirmed incidents of corruption and actions taken 205-3 Not applicable There were no incidents of corruption during
the reporting year
Biodiversity
GRI 3: Material Topics 2021 3-3 Management of material topics
GRI 304: Biodiversity 2016 304-1 Operational sites owned, leased, managed in, or adjacent to, protected areas 304-1 Not applicable Not material to the company
and areas of high biodiversity value outside protected areas
304-2 Significant impacts of activities, products and services on biodiversity 64
304-3 Habitats protected or restored 304-3 Not applicable Not material to the company
304-4 IUCN Red List species and national conservation list species with habitats in 304-4 Not applicable Not material to the company
areas affected by operations
Emissions
GRI 3: Material Topics 2021 3-3 Management of material topics
GRI 305: Emissions 2016 305-1 Direct (Scope 1) GHG emissions 49
305-2 Energy indirect (Scope 2) GHG emissions 49
305-3 Other indirect (Scope 3) GHG emissions 49
305-4 GHG emissions intensity 49
305-5 Reduction of GHG emissions 49
305-6 Emissions of ozone-depleting substances (ODS) 305-6 Not applicable Not material to the company
305-7 Nitrogen oxides (NOx), sulfur oxides (SOx), and other significant air emissions 305-7 Not applicable Not material to the company
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Integrated Annual Report 2022/23
GRI Index
Employment
GRI 3: Material Topics 2021 3-3 Management of material topics
GRI 401: Employment 2016 401-1 New employee hires and employee turnover 42
401-2 Benefits provided to full-time employees that are not provided to 216
temporary or part-time employees
401-3 Parental leave 44
Labor/management relations
GRI 3: Material Topics 2021 3-3 Management of material topics
GRI 402: Labor/Management 402-1 Minimum notice periods regarding operational changes 43
Relations 2016
Occupational health and safety
GRI 3: Material Topics 2021 3-3 Management of material topics
232
GRI 403: Occupational Health 403-1 Occupational health and safety management system 42
and Safety 2018 403-2 Hazard identification, risk assessment, and incident investigation 403-2 Not applicable Not material to the company
403-3 Occupational health services 403-3 Not applicable Not material to the company
403-4 Worker participation, consultation, and communication on occupational 403-4 Not applicable Not material to the company
health and safety
403-5 Worker training on occupational health and safety 403-5 Not applicable Not material to the company
403-6 Promotion of worker health 403-6 Not applicable Not material to the company
403-7 Prevention and mitigation of occupational health and safety impacts 403-7 Not applicable Not material to the company
directly linked by business relationships
403-8 Workers covered by an occupational health and safety management system 403-8 Not applicable Not material to the company
403-9 Work-related injuries 403-9 Not applicable Not material to the company
403-10 Work-related ill health 403-10 Not applicable Not material to the company
Child labor
GRI 3: Material Topics 2021 3-3 Management of material topics
GRI 408: Child Labor 2016 408-1 Operations and suppliers at significant risk for incidents of child labour 408-1 Not applicable There were no incidents of child labour
during the reporting year
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Integrated Annual Report 2022/23
Corporate Information
NAME OF COMPANY RELATED PARTY TRANSACTIONS INVESTOR RELATIONS Dutch – Bangla Bank
Expolanka Holdings PLC REVIEW COMMITTEE Expolanka Holdings PLC MUFG Bank (Malaysia) Berhad
Sanjay Kulatunga – Chairman 15A, Clifford Avenue ENBD
LEGAL FORM Harsha Amarasekera Colombo 3 Hatton National Bank PLC
The Company is a Public Limited Liability Sri Lanka Citi Bank
Company. Incorporated in Sri Lanka on REMUNERATION COMMITTEE Telephone: +94 11 465 9500
Bank SinoPac
5 March 2003 as a Private Limited Liability Harsha Amarasekera – Chairman Facsimile: +94 11 465 9565
Amana Bank PLC
Company under the Companies Act No. 17 Sanjay Kulatunga Web: www.expolanka.com
email: investor@expolanka.com Nations Trust Bank PLC
of 1982, 2003 – Private Limited Company
REGISTERED OFFICE People’s Bank
under Companies Act No. 17 of 1982,
2008 – Limited Liability Company under OF THE COMPANY BANKERS
COMPANY SECRETARIES
Companies Act No 07 of 2007, 2011 – 10, Milepost Avenue, Hong Kong and Shanghai Banking
SSP Corporate Services (Private) Limited
Public Limited Company under Companies Colombo 3 Corporation 233
Act No 07 of 2007. Currently ordinary HDFC P V 931
Sri Lanka
shares have been listed on the Colombo 101, Inner Flower Road
National Development Bank PLC
Stock Exchange. CONTACT DETAILS Colombo 3
Standard Chartered Bank
Sri Lanka
P. O. Box 1162 Bank of Communications China
COMPANY REGISTRATION Telephone: +94 11 257 3894
10, Milepost Avenue Bank of China
NUMBER +94 11 257 6871
Colombo 3
Commercial Bank Ceylon PLC Facsimile: +94 11 257 3609
P B 744 Sri Lanka
Industrial And Commercial Bank Of China
Telephone: +94 11 465 9500
BOARD OF DIRECTORS Sydbank
COMPANY AUDITORS
Facsimile: +94 11 465 9565
Bank Mandiri Messrs Ernst & Young
Bokuto Yamauchi – Chairman Web: www.expolanka.com
Chartered Accountants
(w.e.f. 1 April 2023) Sampath Bank PLC
CONTACT FOR MEDIA No. 201, De Saram Place
Hanif Yusoof – Chief Executive Officer ING Bank
Colombo 10
Harsha Amarasekera Marketing and Corporate Communications BIDC Bank Cambodia Sri Lanka.
Sanjay Kulatunga Expolanka Holdings PLC Diamond Trust Bank
Ha Yo 15 A, Clifford Avenue
Vietnam Joint Stock Commercial Bank For
Shimasaki Junji Colombo 3
Industry And Trade
Sri Lanka
AUDIT COMMITTEE Industrial Bank Banan
Telephone: +94 11 465 9500
Sanjay Kulatunga – Chairman Facsimile: +94 11 465 9565 China Merchants Bank
Harsha Amarasekera Web: www.expolanka.com Ned Bank
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Integrated Annual Report 2022/23
Notice of Meeting
EXPOLANKA HOLDINGS PLC
NOTICE IS HEREBY GIVEN THAT THE EIGHTEENTH ANNUAL GENERAL MEETING OF EXPOLANKA HOLDINGS PLC WILL BE HELD AT HOTEL GALADARI, COLOMBO 1,
ON 26 JULY 2023 AT 4.00PM FOR THE FOLLOWING PURPOSES:
AGENDA
1. To consider and adopt the Annual Report of the Board of Directors on the Affairs of the Company and the Statements of Accounts for the financial year ended 31 March 2023 with
the Report of the Auditors thereon.
2. To re-elect Mr Shiran Harsha Amarasekera, who in terms of Article 86 of the Articles of Association of the Company retires by rotation at the Annual General Meeting as a Director.
3. To re-elect Mr Sanjay Sumanthri Kulatunga, who in terms of Article 86 of the Articles of Association of the Company retires by rotation at the Annual General Meeting as a Director.
4. To re-elect Mr Shimasaki Junji, in terms of Article 94 of the Articles of Association of the Company as a Director.
5. To re-appoint Messrs Ernst & Young, Chartered Accountants as Auditors and authorise the Directors to determine their remuneration.
234 6. To authorise the Directors to determine contributions to charities for the financial year ending 31 March, 2024.
Secretaries
Note:
A member is entitled to appoint a proxy to attend and vote instead of himself/herself and a proxy need not be a member of the Company. A Form of Proxy is enclosed for this purpose. The instrument appointing a proxy must be
deposited at the Head Office of the Company, No. 15A, Clifford Avenue, Colombo 3.
EXPOLANKA HOLDINGS PLC
Integrated Annual Report 2022/23
Form of Proxy
I/We ........................................................................................................................................... of ..................................................................................................................................... being a
member/members of Expolanka Holdings PLC hereby appoint (i) .............................................................................................................................................................................................. of
.................................................................................................................................................................................... failing him/her (ii). Mr Bokuto Yamauchi, Chairman of Expolanka Holdings
PLC or failing him any one of the Directors of the Company as *my/our proxy to vote as indicated hereunder for *me/us and on *my/our behalf at the Eighteenth Annual General Meeting of
the Company to be held on, 26 July 2023 at Hotel Galadari, Colombo 1, at 4.00pm and at every poll which may be taken in consequence of the aforesaid meeting and at any adjournment
thereof.
Please indicate your preference by placing a “X” against the resolution Number
For Against
1. To consider and adopt the Annual Report of the Board of Directors on the Affairs of the Company and the Statements of Accounts for the financial year ended 31 March 2023 with
the Report of the Auditors thereon.
2. To re-elect Mr Shiran Harsha Amarasekera, who in terms of Article 86 of the Articles of Association of the Company retires by rotation at the Annual General Meeting as a Director.
3. To re-elect Mr Sanjay Sumanthri Kulatunga, who in terms of Article 86 of the Articles of Association of the Company retires by rotation at the Annual General Meeting as a Director.
4. To re-elect Mr Shimasaki Junji, in terms of Article 94 of the Articles of Association of the Company as a Director.
5. To re-appoint Messrs Ernst & Young, Chartered Accountants as Auditors and authorise the Directors to determine their remuneration.
6. To authorise the Directors to determine contributions to charities for the financial year ending 31 March 2024.
Signed this ......................................... day of ........................... Two Thousand and Twenty Three.
Signature: .........................................
Form of Proxy
INSTRUCTIONS AS TO COMPLETION
1. Kindly perfect the Form of Proxy by filling in legibly your full name and address, your instruction as to voting, by signing in
the space provided and filling in the date of signature.
2. Please indicate with a ‘X’ in the cages provided how your proxy is to vote on the Resolutions. If no indication is given the
proxy in his/her discretion may vote as he/she thinks fit.
3. The completed Form of Proxy should be deposited at the Head Office of the Company at No. 15A, Clifford Avenue,
Colombo 3 at least 48 hours before the time appointed for the holding of the meeting.
4. If the Form of Proxy is signed by an attorney, the relative power of attorney should accompany the Form of Proxy for
registration, if such power of attorney has not already been registered with the Company.
Note:
If the shareholder is a Company or body corporate, Section 138 of Companies Act No.7 of 2007 applies to Corporate Shareholders of Expolanka
Holdings PLC. Section 138 provides for representation of Companies at meetings of Companies. A Corporation, whether a Company within the meaning
of this act or not, may-where it is a member of another Corporation, being a company within the meaning of this Act, by resolution of its Directors
or other governing body authorised as aforesaid shall be entitled to exercise the same power on behalf of the corporation which it represent as that
Corporation could exercise if it were an individual shareholder.