Investors

A resilient performance

Capital market performance

The Colombo Stock Exchange (CSE) has 296 companies with a market capitalisation of Rs. 3,826.50 Bn. as at 31 March 2022. All Share Price Index (ASPI) and S&P Sri Lanka 20 Index (S&P SL 20) stood at 8,904 and 3,031 respectively.

During the financial year, prices of ordinary voting and ordinary non-voting shares of CDB generated a capital appreciation of 109.77% and 19.75% respectively. The performance
of the ASPI was 25.03% YoY as of 31 March 2022.

CDB.N was trading between Rs. 100.25 – Rs. 275.00 and CDB.X was trading between Rs. 70.00 - Rs. 135.00. Overall, CDB stock market capitalisation has appreciated by 100.78% YoY, increasing the Rs. 7.28 Bn. market capitalisation in 2020/21 to Rs. 14.62 Bn. in FY 2021/22.

We have continued to maintain a positive and effective communication with investors and shareholders over the period, leading to enhanced relationships and performance of the Organisation. In order to ensure fair and timely disclosures, and provide relevant information, we connected with the investors through online and offline communication channels.

Stock Exchange Listing

The issued ordinary shares of Citizens Development Business Finance PLC are listed on the Main Board of the Colombo Stock Exchange.

The unaudited Interim Financial Statements for the three quarters in the FY 2021/22 have been submitted to the CSE within the stipulated 45-day period. The unaudited Interim Financial Statements for the final quarter was submitted to the CSE within the stated 60 days from the Statement of Financial Position date.

Overall share market

As at 31 March 2022 the 296 companies were listed in the CSE with a market capitalisation of Rs. 3,826.50 Bn. reflecting an increase of 23% compared to Rs. 3,111 Bn. in the previous year.

	31 March 2022	31 March 2021
All Share Price Index (ASPI)	8,904	7,121
S&P Sri Lanka 20 Index (S&P SL 20)	3,031	2,580
Market capitalisation (Rs. Bn.)	3,827	3,111

Financial information

Operating in a complex and ambiguous operating context, we recorded a commendable performance in FY 2021/22 recording a 41% YoY growth in profit after tax and a 12% expansion in the balance sheet. The net assets value per share increased to Rs. 252.63 for the financial year.

During the financial year, prices of ordinary voting and ordinary non-voting shares of CDB generated a capital appreciation of 109.77% and 19.75% respectively.

Highlights

	2021/22	2020/21
Price earnings ratio (Times)	4.46	3.00
Earnings per share (Rs.)	51.75	36.64
Net assets value per share (Rs.)	252.63	201.34
Price to book value (Times)	0.91	0.55
Return on equity (%)	22.79	19.97
Return on assets (%)	3.62	2.73
Earnings yield (%)	22.43	33.31
Dividend yield (%)	1.63	6.82
Dividend pay-out (%)	7.25	20.47
Dividend cover (Times)	13.80	4.89
Net interest margin (%)	9.05	8.10
Debt/Equity ratio (Times)	4.97	5.45
Quick assets ratio (Times)	0.95	0.94
Interest cover (Times)	1.86	1.48

Dividends

For the financial year ended 31 March 2022, CDB declared a cash dividend of Rs. 3.75 per share for both voting and non-voting shares of Rs. 223,171,406 and Rs. 38,788,755 respectively, which aggregated to a sum of Rs. 261,960,161.

Share price information

Prices (Rs.)	Voting		Non-voting
	2021/22	2020/21	2021/22	2020/21
	Rs.	Rs.	Rs.	Rs.
High	275.00	140.00	135.00	100.00
Low	100.25	60.10	70.00	38.50
Last traded	230.75	110.00	86.10	71.90

CDB voting share performance

	Turnover (Rs. Mn.)	Share volume
Apr 2021	1.5	13387
May 2021	75.1	617685
Jun 2021	31.3	225578
Jul 2021	6.0	44271
Aug 2021	7.0	479363
Sep 2021	15.6	105124
Oct 2021	6.9	43593
Nov 2021	8.2	50941
Dec 2021	25.7	156189
Jan 2022	6.8	38616
Feb 2022	25.6	112365
Mar 2022	9.0	41505

CDB non-voting share performance

	Turnover (Rs. Mn.)	Share volume
Apr 2021	12.7	165113
May 2021	23.5	294363
Jun 2021	121.6	1329398
Jul 2021	55.4	576617
Aug 2021	52.2	597972
Sep 2021	16.9	202476
Oct 2021	35.9	381963
Nov 2021	24.9	268842
Dec 2021	36.5	398214
Jan 2022	66.3	653186
Feb 2022	105.8	905838
Mar 2022	12.6	131829

Share trading information

Annual transaction information – Ordinary voting shares

	2021/22	2020/21	2019/20	2018/19	2017/18
Number of transactions	2,703	1,556	1,401	1,970	3,330
Number of shares traded	1,928,617	2,497,879	5,647,980	2,735,334	7,354,042
Value of shares traded (Rs.)	282,060,873	240,347,905	500,892,517	229,888,715	508,655,792

Annual transaction information – Ordinary non-voting shares

	2021/22	2020/21	2019/20	2018/19	2017/18
Number of transactions	10,459	3,341	1,267	789	1,261
Number of shares traded	5,905,811	4,322,586	1,175,929	755,533	1,172,546
Value of shares traded (Rs.)	564,400,919	306,053,238	76,157,195	55,384,111	70,699,527

Quarterly summary

Period - Voting	High (Rs.)	Low (Rs.)	Close (Rs.)	Trade volume	Share volume	Turnover Rs.	Days traded
2021/22 - Q1	150.00	100.25	140.00	619	856650	107,829,255.75	47.0
2021/22 - Q2	165.00	122.25	159.75	561	628758	91,857,097.25	56.0
2021/22 - Q3	185.00	150.00	173.75	444	250723	40,823,501.00	54.0
2021/22 - Q4	275.00	162.00	230.75	1079	192486	41,551,018.50	47.0

Period – Non-voting	High (Rs.)	Low (Rs.)	Close (Rs.)	Trade volume	Share volume	Turnover Rs.	Days traded
2021/22 - Q1	98.90	70.00	91.10	2527	1788874	157,888,734.30	57.00
2021/22 - Q2	98.90	79.00	87.50	2384	1377065	124,401,714.20	63.00
2021/22 - Q3	108.00	85.00	88.80	1889	1049019	97,415,219.15	61.00
2021/22 - Q4	135.00	85.60	86.10	3659	1690853	184,695,251.20	58.00

Market capitalisation

	Number of shares	MPS	2021/22	Number of shares	MPS	2020/21
Voting	59,512,375	230.75	13,732,480,531	59,449,080	110.00	6,539,398,800
Non-voting	10,343,668	86.10	890,589,815	10,343,668	71.90	743,709,729
Total	69,856,043		14,623,070,346			7,283,108,529

Floating adjusted market capitalisation

	Number of shares	MPS	Market capitalisation Rs.	Percentage of public holders %	Floating adjusted market capitalisation Rs.
Voting	59,512,375	230.75	13,732,480,531	44.20	6,069,756,395
Non-voting	10,343,668	86.10	890,589,815	84.22	750,054,742
Total	69,856,043		14,623,070,346		6,819,811,137

The float adjusted market capitalisation of the Company falls under Option 5 of Rule 7. 13. 1 (a) of the Listing Rules of the Colombo Stock Exchange, and the Company has complied with the minimum public holding requirement applicable under the said option.

Shareholder analysis

Ordinary voting – Composition according to shareholding

	Resident			Non-resident
Shareholdings	Number of shareholders	Number of shares	Percentage %	Number of shareholders	Number of shares	Percentage %	Number of shareholders	Number of shares	Percentage %
1 to 1,000	1,021	178,368	0.31	4	510	0	1,025	178,878	0.31
1,001 to 10,000	442	1,151,292	1.93	2	7,230	0.01	444	1,158,522	1.94
10,001 to 100,000	127	3,755,747	6.31	1	15,685	0.03	128	3,771,432	6.34
100,001 to 1,000,000	26	6,273,240	10.54	0	0	0	26	6,273,240	10.54
Over 1,000,000	13	48,130,303	80.87	0	0	0	13	48,130,303	80.87
	1,629	59,488,950	99.96	7	23,425	0.04	1,636	59,512,375	100.00

Composition of voting shareholders

Categories of shareholders	2021/22			2020/21
	Number of shareholders	Number of shares	Holding %	Number of shareholders	Number of shares	Holding %
Individual	1,561	7,184,617	12.07	1,662	8,163,576	13.73
Institutional	75	52,327,758	87.93	88	51,285,504	86.27
	1,636	59,512,375	100.00	1,750	59,449,080	100.00

Ordinary non-voting - Composition according to shareholding

	Resident			Non-resident
Shareholdings	Number of shareholders	Number of shares	Percentage %	Number of shareholders	Number of shares	Percentage %	Number of shareholders	Number of shares	Percentage %
1 to 1,000	1,677	241,617	2.33	4	916	0.01	1,681	242,533	2.34
1,001 to 10,000	239	843,886	8.16	1	7,046	0.07	240	850,932	8.23
10,001 to 100,000	76	2,404,992	23.25	2	99,500	0.96	78	2,504,492	24.21
100,001 to 1,000,000	14	3,655,503	35.34	2	216,018	2.09	16	3,871,521	37.43
Over 1,000,000	2	2,874,190	27.79	0	0	0.00	2	2,874.190	27.79
	2,008	10,020,188	96.87	9	323,480	3.13	2,017	10,343,668	100.00

Composition of non-voting shareholders

Categories of shareholders	2021/22			2020/21
	Number of shareholders	Number of shares	Holding %	Number of shareholders	Number of shares	Holding %
Individual	1,918	5,329,186	51.52	1,656	4,693,084	45.37
Institutional	99	5,014,482	48.48	86	5,650,584	54.63
	2,017	10,343,668	100.00	1,742	10,343,668	100.00

Information on share capital movement

Year	Details	Share Type	Basis	No. of shares issue	No. of voting shares issues (after issue)	No. of non-voting shares issues (after issue)	New Capital raised
	Prior to Introduction	Voting shares			39,685,048
2010	Introduction				39,685,048
2011	Right Issue	Voting shares @ Rs. 70.00	1 for every 6 voting shares	6,614,175	46,299,223		462,992,250
	Rights Issue	Non-voting shares @ Rs. 45.00	1 for every 7 voting shares	5,669,293	46,299,223	5,669,293	255,118,185
2012	Scrip issue	Non-voting shares	1 for every 22.222224 voting shares and non-voting shares	2,336,691	46,299,223	8,005,984
2019	Right issue	Voting shares @ Rs. 77.00	1 for every 4 voting shares	11,574,805	57,874,028	8,005,984	891,259,985
	Rights issue	Non-voting shares @ Rs. 64.00	1 for every 4 non-voting shares	2,001,496	57,874,028	10,007,480	128,095,744
2019	Scrip issue	Voting shares	0.02721519 new share for every one existing voting shares issued	1,575,052	59,449,080	10,007,480
	Scrip issue	Non-voting shares	0.03359375 new share for every one existing non-voting shares issued	336,188	59,449,080	10,343,668
2021	ESOP issue	Voting shares@Rs.145.78	Option given for employers based on their service	63,295	59,512,375		9,227,145.10

Note- Ordinary voting shares held under CDB ESPO Trust Fund (Pvt) Limited were distributed among its beneficiaries (entitles employees) on 2 March 2016.

Establishment of an Employee Share Option Plan (ESOP 2021)

In terms of rule 5.6.6 (b) of the Listing Rules of the CSE, we are pleased to inform you that the Board of Directors Business Finance PLC has duly resolved to establish an ESOP on the basis outline below.

Employee Share Option Plan (ESOP 2021)

1. The total number of options to be granted for the period commencing from 1 September 2021 to 1 September 2023 is 2,972,454 ordinary voting shares
2. The number of shares to be issued under ordinary voting shares represents 2.13% (ESOP voting shares issued)
3. The stated capital as at 31 March 2022 is Rs. 2,362 Mn.
4. The number of shares representing the stated capital as at 31 March 2022:

• Ordinary voting shares 59,512,375
• Ordinary non-voting shares 10,343,668

The granting of options under the proposed ESOP is in compliance with the Listing Rules of the CSE. It was approved by the shareholders through a special resolution at the Extraordinary General Meeting held on 30 July 2021. 63,295 options under the ESOP schemes are being exercised during the financial year 2021/22.

List of 20 major shareholders based on their shareholdings as at 31 March 2022

Ordinary voting shares

No.	Name	Shareholding	Percentage %
1.	Ceylinco Life Insurance Limited Account No. 3	19,120,225	32.13
2.	Janashakthi Insurance PLC - Shareholders	6,022,308	10.12
3.	Asia Management Consultancy (Private) Limited	3,143,360	5.28
4.	Janashakthi Limited Account No. 1	2,800,000	4.70
5.	People’s Leasing & Finance PLC/ Mr W P C M Nanayakkara	2,449,957	4.12
6.	Cargills Bank Limited/Asia Management Consultancy (Private) Limited	2,444,169	4.11
7.	Ceylinco Insurance PLC A/C No. 2 (General Fund)	2,379,654	4.00
8.	Commercial Bank of Ceylon PLC/Janashakthi Limited	2,334,010	3.92
9.	Citizens Development Business Finance PLC A/C 02 (CDB Employee Gratuity Fund)	2,194,152	3.69
10.	Ceylinco Life Insurance Limited Account No. 1	1,423,548	2.39
11.	People’s Leasing & Finance PLC/ Mr S V Munasinghe	1,316,247	2.21
12.	People’s Leasing & Finance PLC/ Mr R H & Mrs V F Abeygoonewardena	1,301,785	2.19
13.	Seylan Bank PLC/Tennakoon Mudiyanselage Damith Prasanna Tennakoon	1,200,888	2.02
14.	Ceylinco Life Insurance Limited Account No. 2	954,323	1.60
15.	Mr K Elangovan	551,486	0.93
16.	People’s Leasing & Finance PLC/ Mrs N D Kodagoda	503,972	0.85
17.	Patton Investments Private Limited	354,680	0.60
18.	People’s Leasing & Finance PLC/ Mr H K Dassanayake	349,115	0.59
19.	People’s Leasing & Finance PLC/ Mr I M Kotigala	327798	0.55
20.	National Development Bank PLC/ Asia Management Consultancy	325,000	0.55
	Subtotal of top 20 shareholders	51,496,677	86.55
	Other shareholders	8,015,698	13.45
	Total shareholders	59,512,375	100

The percentage of shares held by the public as at 31 March 2022 was 44.20% (with 1,620 public shareholders)

Ordinary non-voting shares

No.	Name	Shareholding	Percentage %
1.	J B Cocoshell (Pvt) Ltd.	1,492,697	14.43
2.	Deutsche Bank AG as Trustee for J B Vantage Value Equity Fund	1,381,493	13.36
3.	Mr A M Weerasinghe	635,095	6.14
4.	Mr Y H Abdulhussein	415,000	4.01
5.	Mr M A Jafferjee	356,380	3.45
6.	Ms R H Abdulhussein	334,947	3.24
7.	Askold (Private) Limited	320,000	3.09
8.	People’s Leasing & Finance PLC/Mr H M Abdulhussein	300,402	2.90
9.	Essajee Carimjee Insurance Brokers (Pvt) Ltd.	263,520	2.55
10.	Mr A N Esufally	217,551	2.10
11.	Mr A Sithampalam	196,509	1.90
12.	Mrs A M Moonesinghe	165,375	1.60
13.	Mr S M P L Jayaratne	133,966	1.30
14.	Gold Investment Limited	108,009	1.04
15.	Jafferjees Investments (Pvt) Ltd.	108,009	1.04
16.	Mr M A Valabhji	108,009	1.04
17.	Commercial Bank of Ceylon PLC A/C No. 04	105,390	1.02
18.	Lakdhanavi Limited	103,359	1.00
19.	Mr W P A D Gunathilaka	100,000	0.97
20.	Mr K Sabaratnam	100,000	0.97
	Subtotal of top 20 shareholders	6,945,711	67.15
	Other shareholders	3,397,957	32.85
	Total shareholders	10,343,668	100

The percentage of shares held by the public as at 31 March 2022 84.22% in non-voting shares (with 2,010 shareholders)

Directors’ and Chief Executive Officer’s Shareholding as at 31 March 2022

Ordinary Voting Shares

Name	Shareholding
Mr J R A Corera	1,027
People’s Leasing & Finance PLC/Mr J R A Corera	21,622
Mr W P C M Nanayakkara	1,283
People’s Leasing & Finance PLC/Mr W P C M Nanayakkara	2,449,957
Mr T M D P Tennakoon	–
People’s Leasing & Finance PLC/Mr T M D P Tennakoon	170,151
Seylan Bank PLC/Tennakoon Mudiyanselage Damith Prasanna Tennakoon	1,200,888
Mr S V Munasinghe	–
People’s Leasing & Finance PLC/Mr S V Munasinghe	1,316,247
Mr R H Abeygoonewardena/Mrs V F Abeygoonewardena	5,652
People’s Leasing & Finance PLC/Mr R H & Mrs V F Abeygoonewardena	1,301,785
Mr D A De Silva	–
Dialog Finance PLC/D A De Silva	117,550
Mr K Elangovan	551,486
Mr J P Abhayaratne	–
Mr S P P Amaratunge	–
Mrs P R W Perera	–
Mr E R S G S Hemachandra	–
Mr S Kumarapperuma	–
Prof P N Gamage	–
Total	7,137,648

Ordinary Non-voting Shares

No.	Name	Shareholding
1.	Mr J R A Corera	10,335
2.	Mr W P C M Nanayakkara	56
5.	Mr R H Abeygoonewardena (Joint with Mrs V F Abeygoonewardena)	82,842
8.	People’s Leasing & Finance PLC/ Mr R H & Mrs V F Abeygoonewardena	37,850
	Total	131,083

Information on listed debentures movement

Opening balance as at 01.04.2017 (Rs.)	During the year issue				During the year maturity				Closing balance as at 31.03.2018 (Rs.)
	Type	Rate	Value	Total value	Type	Rate	Value	Total value
2,000,000,000	A (Semi Annual)	13.75%	1,066,990,000	2,000,000,000					4,000,000,000
	B (Annual)	14.20%	933,010,000
Opening balance as at 01.04.2018 (Rs.)	During the year issue	During the year Maturity	Closing balance as at 31.03.2019 (Rs.)
	Type	Rate	Value	Total Value	Type	Rate	Value	Total value
4,000,000,000	A (Semi Annual)	15.00%	259,180,000	927,770,000	A	16.00%	665,360,000	1,000,000,000	3,927,770,000
	B Annual)	15.50%	668,590,000		B	15.50%	310,360,000
					C	15.00%	24,280,000

Debentures March 2018 - March 2023

Listing	Debenture Description	Type	Interest payment frequency	Tenor (years)	Interest Rate			Comparable Government Security Yield
					Issued quantity as at 31.03.2019	Coupon Rate (Per Annum) (%)	Annual Effective Rate (%)
Listed Debenture (Rs. 100)	Rated Subordinated	A	Annually	5	10,669,900	13.75	14.22	12.39
	Listed Unsecured Redeemable Debenture	B	Semi-annually	5	9,330,100	14.2	14.20	12.39

Debentures January 2019 -January 2024

Listing	Debenture Description	Type	Interest payment frequency	Tenor (years)	Interest Rate			Comparable Government Security Yield
					Issued quantity as at 31.03.2019	Coupon Rate (Per Annum) (%)	Annual Effective Rate (%)
Listed Debenture (Rs. 100)	Rated Subordinated	A	Annually	5	2,591,800	15	15.56	14.40
	Listed Unsecured Redeemable Debenture	B	Semi-annually	5	6,685,900	15.5	15.50	14.40

Debentures December 2019 -December 2024

Listing	Debenture Description	Type	Interest payment frequency	Tenor (years)	Interest Rate			Comparable Government Security Yield
					Issued quantity as at 31.03.2019	Coupon Rate (Per Annum) (%)	Annual Effective Rate (%)
Listed Debenture (Rs. 100)	Rated Subordinated	A	Semi-annually	5	3,879,000	13.43	13.88	14.33
	Listed Unsecured Redeemable Debenture	B	Annually	5	6,873,000	13.88	13.88	14.33

Market prices for the year ended 31 March 2022

Subordinated Listed Rated Unsecured Redeemable Debentures March 2018 - March 2023

Debenture type	Highest price	Lowest price	Last traded	Current yield	Yield to maturity
	Rs.	Rs.	Rs.	%	%
Type A	108.79	108.44	108.44	13.18	14.81
Type B				Not traded	–

Subordinated Listed Rated Unsecured Redeemable Debentures January 2019 - January 2024

Debenture type	Highest price	Lowest price	Last traded	Current yield	Yield to maturity
	Rs.	Rs.	Rs.	%	%
Type A				Not traded	–
Type B				Not traded	–

Subordinated Listed Rated Unsecured Redeemable Debentures December 2019 - December 2024

Debenture type	Highest price	Lowest price	Last traded	Current yield	Yield to maturity
	Rs.	Rs.	Rs.	%	%
Type A				Not traded	–
Type B				Not traded	–

Disclosure on utilisation of funds via capital market during 1 January 2015 - 30 March 2016

Debenture issue June 2016

Objective number	Objective as per prospectus	Amount allocated as per prospectus in Rs..	Proposed date of utilisation as per prospectus	Amount allocated from proceeds in Rs. (A)	% of total proceeds	Amounts utilised in Rs. (B)	% of utilization against allocation (B/A)	Clarification if not fully utilised including where the funds are invested (eg: whether lent to related party/s etc.)
1	Expanding the leasing portfolio	Rs. 1 Bn.	Within the 06 months from date of cash receipt	Rs. 1 Bn.	100	Rs. 1 Bn.	100	N/A
2	Improving the Capital Adequacy of the Company’s Balance Sheet, by strengthening its Tier II Capital		With effect from the closure of issue
3	Reducing the mismatch of maturity periods between assets and liabilities		Within 12 months from date of cash receipt

Debenture issue March 2018

Objective number	Objective as per prospectus	Amount allocated as per prospectus in Rs..	Proposed date of utilisation as per prospectus	Amount allocated from proceeds in Rs. (A)	% of total proceeds	Amounts utilised in Rs. (B)	% of utilization against allocation (B/A)	Clarification if not fully utilised including where the funds are invested (eg: whether lent to related party/s etc.)
1	Supporting the general business growth opportunities of the Company	Rs. 2 Bn.	Within the 06 months from date of cash receipt	Rs. 2 Bn.	100	Rs. 2 Bn.	100	N/A
2	Improving the Capital Adequacy of the Company’s Balance Sheet, by strengthening its Tier II Capital		With effect from the closure of issue
3	Reducing the mismatch of maturity periods between assets and liabilities		Within 12 months from date of cash receipt

Objective number	Objective as per prospectus	Amount allocated as per prospectus in Rs..	Proposed date of utilisation as per prospectus	Amount allocated from proceeds in Rs. (A)	% of total proceeds	Amounts utilised in Rs. (B)	% of utilization against allocation (B/A)	Clarification if not fully utilised including where the funds are invested (eg: whether lent to related party/s etc.)
1	Supporting the general business growth opportunities of the Company	Rs. 927,770,000	Within the 06 months from date of cash receipt	Rs. 927,770,000	100	Rs. 927,770,000	100	N/A
2	Improving the Capital Adequacy of the Company’s Balance Sheet, by strengthening its Tier II Capital		With effect from the closure of issue
3	Reducing the mismatch of maturity periods between assets and liabilities		Within 12 months from date of cash receipt

Credit rating

Instrument	Rated amount	Rating action
	Rs. Mn.
Issuer rating	N/A	[SL]BBB+; Outlook revised to Stable from Negative
Subordinated, unsecured, listed redeemable debentures programme	1,075	[SL]BBB; Outlook revised to Stable from Negative
Subordinated, unsecured, listed redeemable debentures programme	928	[SL]BBB; Outlook revised to Stable from Negative
Trust certificates programme of Citizens Development Business Finance PLC Trust-03	628	[SL]A-(SO); Negative Outlook; Withdrawn
Subordinated, unsecured, listed redeemable debentures programme	2,000	[SL]BBB; Outlook revised to Stable from Negative
Subordinated guaranteed listed redeemable debentures	1,000	[SL]A-(SO) (Stable); Withdrawn

Report on compliance with the rules on the content of the Annual Report according to section 7.6 of the Listing Rules of the Colombo Stock Exchange (Listing rules)

Colombo Stock Exchange (CSE) Listing Rules aim to boost the confidence of investors of the companies by requiring the companies to publish accurate information on a timely basis to evaluate companies and help investors to make wise decisions on investing. These rules also depict governance rules, which should be adhered to by all listed companies. Level of compliance by CDB with such rules is highlighted in the following table:

Rule number	Disclosure requirement	Section reference
7.6 (i)	Name of persons who held the positions of Directors during the financial year
7.6 (ii)	Principal activities of the Entity and its Subsidiaries during the year and any changes therein	Notes to the Financial Statements – Reporting Entity
7.6 (iii)	The names and the number of shares held by the 20 largest holders of voting and non-voting shares and the percentages of such shares held	Investor Capital
7.6 (iv)	The public holding percentage	Investor Capital
7.6 (v)	A statement of each Director’s and Chief Executive Officer’s shareholding and the percentage of such shares held	Investor Capital
7.6 (vi)	Information pertaining to material foreseeable risk factors of the Entity	Risk Management Report
7.6 (vii)	Details of material issues pertaining to employees and industrial relations of the Entity	N/A
7.6 (viii)	Extent, locations, valuations, and the number of buildings of the Entity’s land holdings and investment properties	Notes to the Financial Statements
7.6 (ix)	Number of shares representing the Entity’s stated capital	Investor Capital
7.6 (x)	A distribution schedule of the number of holders in each class of equity securities and the percentage of their total holdings	Investor Capital
7.6 (xi)	Ratios and market price information: Equity Debt Any changes in credit rating	Investor Capital
7.6 (xii)	Significant changes in the Entity’s or its subsidiaries’ fixed assets and the market value of land, if the value differs substantially from the book value	Notes to the Financial Statements
7.6 (xiii)	Details of funds raised through Public Issues, Rights and Private Placements during the year	Investor Capital
7.6 (xiv)	Information in respect of Employee Share Option Schemes and Employee Share Purchase Schemes	Investor Capital
7.6 (xv)	Disclosure pertaining to Corporate Governance Practices in terms of Rules 7.10.3, 7.10.5 c and 7.10.6 c of Section 07 of the Rules	Investor Capital
7.6 (xvi)	Disclosure on Related Party Transaction exceeding 10% of the equity or 5% of the total assets whichever is lower of the entity as per the latest Audited Financial Statements.	Refer Notes to the Financial Statements in relation to Related Party Transactions. Further, refer page 109 for compliance with section 09.

Compliance Requirements on Corporate Governance Rule 7.10 of the Listing Rules

The Continuing Listing Rule Section 7.10 of the Colombo Stock Exchange (CSE) mandates companies listed on the Colombo Stock Exchange to publish a table in the Annual Report, confirming that as at the date of the Annual Report they comply with the Corporate Governance rules. The rule addresses the following areas:

1. Non-Executive Directors,
2. Independent Directors,
3. Disclosures relating to Directors,
4. Remuneration Committee,
5. Audit Committee.

Rule reference	Disclosure requirement	Page reference	Section reference
7.10.1 (a)	Two or one third of the Directors, whichever is higher, should be Non-Executive Directors	Compliant	For FY 2021/22, 7 of the 13 Directors were Non-Executives (NED), which is more than the requirement of the rule.
7.10.2 (a)	Two or one third of Non-Executive Directors, whichever is higher, should be independent	Compliant	For FY 2021/22, 5 out of 7 Non-Executive Directors are Independent.
7.10.2 (b)	Each Non-Executive Director should submit a declaration of independence/ non-independence in the prescribed format	Compliant	All Non-Executive Directors submitted the requisite declarations during the year under review.
7.10.3 (a)	Names of Independent Directors should be disclosed in the Annual Report	Compliant	Please refer Corporate Governance section.
7.10.3 (b)	In the event a Director does not qualify as independent as per the rules on Corporate Governance but if the Board is of the opinion that the Director is nevertheless independent, it shall specify the basis of the determination in the Annual Report	N/A	No such determination was required to be made by the Board, as all the Independent Directors of the Company met the specified criteria.
7.10.3 (c)	A brief resume of each Director should be published in the Annual Report including the areas of expertise	Compliant	Please refer Directors profiles.
7.10.3 (d)	A brief resume of any new Director appointed to the Board should be provided to the Exchange for dissemination to the public	Compliant	During the FY 2021/22 new appointments were not made to the Board.
7.10.5	A listed company shall have a Remuneration Committee	Compliant	Refer the Remuneration Committee Report for disclosure on the names of the Remuneration Committee members and the Remuneration policy of the Company.
7.10.5 (a)	The Remuneration Committee shall comprise a minimum of two Independent Non-Executive Directors or a majority of Independent Non-Executive Directors, whichever is higher	Compliant	Refer the Remuneration Committee Report for disclosure on the names of the Remuneration Committee members.
7.10.5 (b)	Functions of the Remuneration Committee shall be to recommend the remuneration of the Chief Executive Officer and the Executive Directors	Compliant	Refer the Remuneration Committee Report for disclosure on the names of the Remuneration Committee members and the Remuneration policy of the Company.
7.10.5 (c)	The Annual Report shall set out: (i) The names of the Directors that comprise the Remuneration Committee	Compliant	Refer the Remuneration Committee Report for disclosure on the names of the Remuneration Committee members.
	(ii) A statement of Remuneration policy	Compliant	Refer the Remuneration Committee Report for disclosure on the names of the Remuneration Committee members and the Remuneration policy of the Company.
	(iii) Aggregate remuneration paid to Executive and Non-Executive Directors	Compliant	Please refer Key Management Personnel (KMP) compensation.
7.10.6	A listed company shall have an Audit Committee	Compliant	Refer Board Audit Committee Report.
7.10.6 (a)	The Audit Committee shall comprise a minimum of two Independent Non-Executive Directors, or a majority of Independent Non-Executive Directors, whichever is higher	Compliant	The Audit Committee comprised of three Non-Executive Directors and out of those three, two Directors are Independent.
	The Chief Executive Officer and Chief Financial Officer shall attend Audit Committee meetings	Compliant	Both the Chief Executive Officer and the Chief Financial Officer attended the Audit Committee meetings by invitation.
	The Chairman or one member of the Committee should be a member of a recognised professional accounting body	Compliant	The Chairman of the Committee is a Fellow member of The Institute of Chartered Accountants of Sri Lanka.
7.10.6 (b)	The functions of the Audit Committee shall be as set out in Section 7.10 of the Listing Rules.	Compliant	Refer Board Audit Committee Report.
7.10.6 (c)	The Annual Report shall set out; The names of the Directors who comprise the Audit Committee	Compliant	Refer Board Audit Committee Report.
	The Audit Committee shall make a determination of the independence of the Auditors and disclose the basis for such determination	Compliant	Refer Board Audit Committee Report.
	A report by the Audit Committee setting out the manner of compliance of the functions set out in Section 7.10 of the Listing Rules	Compliant	Refer Board Audit Committee Report.

Report on compliance with the rules on the content of the Annual Report in section 9.3.2 of the listing rules of the Colombo Stock Exchange (Related Party Transactions)

With the compulsory adoption of the Code of Best Practices on Related Party Transactions (RPT) – since January 2016 (‘the Code’) issued by the Securities and Exchange Commission of Sri Lanka, the Related Party Transactions Review Committee (RPTR) was established with the approval of the Board of Directors of CDB to ensure strict compliance with the rules and regulations governing related party transactions for Listed Entities.

Rule number	Disclosure requirement	Section reference
9.3.2 (a)	In the case of Non-recurrent Related Party Transactions, if aggregate value of the non-recurrent Related Party Transactions exceeds 10% of the Equity or 5% of the Total Assets, whichever is lower, of the Listed Entity according to the latest Audited Financial Statements.	Related Party Transaction Note in the Financial Statements
9.3.2 (b)	In the case of Recurrent Related Party Transactions, if the aggregate value of the Recurrent Related Party Transactions exceeds 10% of the net revenue/income as per the latest Audited Financial Statements	Related Party Transaction Note in the Financial Statements
9.3.2 (c)	Annual Report shall contain a report compiled by the RPTR Committee including followings: Names of the Directors who are in the committee Statement with regard to Related Party Transactions reviewed during the financial year Number of times the committee has met during the financial year Policies and procedures adopted by the RPT Committee	BRPT Review Committee Report.