INTERIM FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED 30TH SEPTEMBER 2017
Chairman s Review It is with pleasure I announce that your Company R I L Property PLC (R I L) has recorded its highest Turnover and Profit after Tax of LKR. 514 Mn. and LKR. 179 Mn. respectively, for the half year ended 30, September, 2017, in comparison to the previous years. BreadTalk opened its 8 th new outlet in October 2017 in a strategic location in Wattala using the funds raised through the IPO, and this outlet will reach its fullest operation during the next quarter. Further, as emphasized in our Prospectus, strategies and funds are in place to setup new BreadTalk outlets in prime locations in order to enhance the value of the R I L Group. Your company has commenced the refurbishment of the READYWEAR building and it s believed that the 100% occupancy enjoyed by PARKLAND building at present, due to the quality of services and facilities offered, will attract prestigious tenants to READYWARE building when completed. On 8, November 2017, R I L successfully acquired a 30% stake in United Motors Lanka PLC (UML) for LKR. 2.361 Bn. and will be extending a Mandatory Offer to the remaining shareholders of UML to acquire a controlling stake in UML. While this acquisition will strengthen the cash flow position of R I L due to the healthy dividend track record of UML it will also entail R I L to utilize the Land adjoining R I L PARKLAND property owned by UML for real estate development. The Company strongly believes that the strategies in place will strengthen the growth of the Group and is optimistic about the future. S.G.Wijesinha Chairman
STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME For the six months ended 30th September, Group Company Quarter ended Six months ended Quarter ended Six months ended 30 Sep 2017 30 Sep 2016 30 Sep 2017 30 Sep 2016 30 Sep 2017 30 Sep 2016 30 Sep 2017 30 Sep 2016 Unaudited Unaudited Unaudited Unaudited Unaudited Unaudited Unaudited Unaudited Revenue 266,116 235,629 513,832 452,719 173,690 142,916 332,627 278,548 Direct Expenses (80,497) (69,811) (139,109) (125,931) (14,423) (8,612) (25,514) (15,005) Gross Profit 185,619 165,818 374,723 326,788 159,267 134,304 307,113 263,543 Other Income and Gains 2,163 3,059 7,853 3,181 2,288 3,007 7,239 3,007 Marketing and Promotional Expenses (861) (4,120) (4,698) (7,532) (121) (2,704) (1,641) (4,721) Administrative Expenses (80,322) (65,052) (174,658) (139,050) (45,812) (34,978) (89,980) (71,698) Operating Profit 106,599 99,705 203,220 183,387 115,622 99,629 222,731 190,131 Finance Cost (31,349) (29,538) (65,388) (56,225) (31,345) (29,223) (63,940) (55,762) Finance Income 27,018 115 48,580 115 23,327-44,889 - Profit Before tax 102,268 70,282 186,412 127,277 107,604 70,406 203,680 134,369 Income Tax Expense (1,728) (935) (7,594) (935) (1,728) (935) (7,594) (935) Profit for the year 100,540 69,347 178,818 126,342 105,876 69,471 196,086 133,434 Other Comprehensive income for the year, Net of tax - - - - - - - - Total Comprehensive income for the year, Net of tax 100,540 69,347 178,818 126,342 105,876 69,471 196,086 133,434 Earnings Per Share (EPS) Basic Earnings Per Share Ordinary Shares (LKR) 0.17 0.14 0.31 0.26 0.18 0.14 0.34 0.28 Figures in brackets indicate deductions
STATEMENT OF FINANCIAL POSITION Group Company 30 Sep 2017 31 March 2017 30 Sep 2017 31 March 2017 Unaudited Audited Unaudited Audited ASSETS Non-Current Assets Property, Plant and Equipment 613,854 625,133 353,367 368,835 Investment Property 11,592,204 11,585,619 11,592,204 11,585,619 Intangible Assets 18,726 18,751 13,754 13,592 Investments in Subsidiary - - 542,913 277,013 Deferred Tax Asset 1,136 1,136 - - Other Receivables 40,281 24,775 41,817 26,312 12,266,202 12,255,414 12,544,055 12,271,371 Current Assets Inventories 68,234 61,056 4,111 4,776 Trade and Other Receivables 136,911 141,320 43,532 61,919 Income Tax Receivable 1,897 - - - Other Financial Assets 852,331-749,270 - Cash and Cash Equivalents 24,960 109,668 10,626 103,735 1,084,333 312,044 807,539 170,430 Total Assets 13,350,535 12,567,458 13,351,594 12,441,801 EQUITY AND LIABILITIES Equity Stated Capital 5,760,000 4,800,000 5,760,000 4,800,000 Revaluation Surplus 159,777 159,777 159,777 159,777 Retained Earnings 6,173,962 6,095,248 6,236,973 6,140,991 Total Equity 12,093,739 11,055,025 12,156,750 11,100,768 Non-Current Liabilities Interest Bearing Loans and Borrowings 702,400 749,920 702,400 749,920 Retirement Benefit Liability 5,664 5,236 2,971 2,671 Other Payables - 16,332-17,093 Rental and Customer Deposits 168,461 123,276 168,461 128,908 876,525 894,764 873,832 898,592 Current Liabilities Trade and Other Payables 236,690 299,587 185,985 279,277 Interest Bearing Loans and Borrowings 140,886 315,872 132,332 161,082 Income Tax Payable 2,695 2,210 2,695 2,082 380,271 617,669 321,012 442,441 Total Equity and Liabilities 13,350,535 12,567,458 13,351,594 12,441,801 I certify that Financial Statements comply with the requirements of the Companies Act No.7 of 2007. Chief Financial Officer The Board of Directors is responsible for the preparation and presentation of these Financial Statements... Chairman.. Director Finance 14 November 2017 Colombo
STATEMENT OF CHANGES IN EQUITY Group Stated Revaluation Retained Total Capital Reserve Earnings Balance as at 1 April 2016 4,800,000 125,000 4,956,531 9,881,531 Profit for the Period - - 126,342 126,342 Other Comprehensive Income for the Period - - - - Total Comprehensive Income for the Period - - 126,342 126,342 Balance as at 30 September 2016 4,800,000 125,000 5,082,873 10,007,873 Balance as at 1 April 2017 4,800,000 159,777 6,095,248 11,055,025 Profit for the Period - - 178,818 178,818 Other Comprehensive Income for the Period - - - - Total Comprehensive Income for the Period - - 178,818 178,818 Shares Issued during the Period 960,000 - - 960,000 Share Issue Expenses - - (40,104) (40,104) Dividend Paid - - (60,000) (60,000) Balance as at 30 September 2017 5,760,000 159,777 6,173,962 12,093,739 Company Stated Revaluation Retained Total Capital Reserve Earnings Balance as at 1 April 2016 4,800,000 125,000 4,967,111 9,892,111 Profit for the Period - - 133,434 133,434 Other Comprehensive Income for the Period - - - - Total Comprehensive Income for the Period - - 133,434 133,434 Balance as at 30 September 2016 4,800,000 125,000 5,100,545 10,025,545 Balance as at 1 April 2017 4,800,000 159,777 6,140,991 11,100,768 Profit for the Period - - 196,086 196,086 Other Comprehensive Income for the Period - - - - Total Comprehensive Income for the Period - - 196,086 196,086 Share Issued during the Period 960,000 - - 960,000 Shares Issue Expenses - - (40,104) (40,104) Dividend Paid - - (60,000) (60,000) Balance as at 30 September 2017 5,760,000 159,777 6,236,973 12,156,750 Figures in brackets indicate deductions
CASH FLOW STATEMENT Group Company 30 Sep 2017 30 Sep 2016 30 Sep 2017 30 Sep 2016 Unaudited Unaudited Unaudited Unaudited Cash Flows From / (Used in) Operating Activities Profit before Tax from continuing operations 186,412 127,277 203,680 134,369 Adjustments for Depreciation, Amortisation and Impairment 34,183 30,787 19,415 15,036 Finance Cost 65,388 56,225 63,940 55,762 Interest Income (48,580) - (44,889) - Provision for Defined Benefit Plans 428 1,500 300 300 Operating Profit/(Loss) before Working Capital Changes 237,831 215,789 242,446 205,467 (Increase)/ Decrease in Inventories (7,178) (2,309) 665 (125) (Increase)/ Decrease in Trade and Other Receivables (5,780) (47,319) 2,882 (13,152) Increase/ (Decrease) in Rental and Customer Deposits 45,185 42,290 39,553 42,290 Increase/ (Decrease) in Trade and Other Payables (79,229) (12,176) (110,385) (22,541) Cash Generated from Operations 190,829 196,275 175,161 211,939 Finance Cost Paid (65,388) (56,225) (58,622) (55,762) Income Tax Paid (9,006) (1,694) (6,981) (625) Net Cash From/(Used in) Operating Activities 116,435 138,356 109,558 155,552 Cash Flows from / (Used in) Investing Activities Acquisition of Property, Plant & Equipment (20,733) (64,320) (1,963) (8,874) Acquisition of Intangible Assets (2,146) - (2,146) - Expenditure Incurred on Investment property (6,585) (19,392) (6,585) (19,392) Investment made in Subsidiaries - - (265,900) - Interest Received 43,262-39,571 - Investments in Other Financial Assets (852,331) - (749,270) - Net Cash Flows from/(used in) Investing Activities (838,533) (83,712) (986,293) (28,266) Cash Flows from / (Used in) Financing Activities Proceeds From Interest Bearing Loans & Borrowings 100,000-100,000 - Repayment of Interest Bearing Loans & Borrowings (176,270) 37,480 (176,270) (62,520) Proceed from Issue of Shares (net of issue cost) 919,896-919,896 - Dividend paid (60,000) - (60,000) - Net Cash Flows from/(used in) Financing Activities 783,626 37,480 783,626 (62,520) Net Increase/(Decrease) in Cash and Cash Equivalents 61,528 92,124 (93,109) 64,766 Cash and Cash Equivalents at the Beginning of the Period (45,122) 19,163 103,735 27,839 Cash and Cash Equivalents at the End of the Period 16,406 111,287 10,626 92,605 Figures in brackets indicate deductions
NOTES 1 2 There were no changes to the Accounting Policies and methods of computation since the publication of the Annual Report 2016/2017. The Interim Condensed Financial Statements have been prepared in compliance with Sri Lanka Accounting Standard LKAS 34- Interim Financial Reporting and provide the information as required in terms of Rule 7.4 of the Colombo Stock Exchange. All figures are provisional and subject to audit, unless otherwise stated. Company has collected IPO Funds LKR.960Mn for the said objectives of the Prospectus. Current status of the utilisation and the achievement of the said objectives are listed down below. Objective Number Objective as per Prospectus 1 Refurbishment of READYWEAR Building 2 Expansion of BreadTalk Outlets Amount Allocated as per Prospectus () Proposed Date of Utilisation as per prospectus Amount Allocated from Proceeds () % of Total Proceeds Amounts Utilised % of Utilisation against Allocation Clarification if not Fully Utilised, including where the funds are invested () 694,100 By June 2019 694,100 72.3% 7,658 1% Refurbishment Plan has been submitted for approval. Design and estimation has been completed and contractors bids are being evaluated. The money unutilized has been temporarily invested with NDB Wealth Management Ltd. 265,900 FY2017/18- FY2018/19 265,900 27.7% 176,839 67% The sum of Rs 265.9 Mn was invested by RIL Property in shares of Food Buzz. Food Buzz in turn has relocated the Park Street outlet, expanded the central kitchen at Lipton Circus, opened Maharagama & Mt Lavinia outlets and imported new machinery as per the expansion plan. The money unutilized has been invested with NDB Wealth Management Ltd. 960,000 960,000 100.0% 184,497 3 SEGMENTAL INFORMATION 3.1 SEGMENT RESULTS Rental and Other Related Services (Property Leasing) 30 Sep 2017 30 Sep 2016 Inter/Intra Consolidated Segment Eliminations Food Processing and Other Related Services Six Months Ended Rental and Other Related Services (Property Leasing) Food Processing and Other Related Services Inter/Intra Segment Eliminations Consolidated Revenue 332,627 190,013 (8,808) 513,832 278,548 179,110 (4,939) 452,719 Inter-segment revenue (8,808) - - (8,808) (4,939) - - (4,939) Gross Profit/(Loss) 307,113 76,418 (8,808) 374,723 263,543 68,184 (4,939) 326,788 Operating Profit/(Loss) 222,731 (19,511) - 203,220 190,131 (6,744) - 183,387 Finance Cost (63,940) (1,448) - (65,388) (55,762) (463) - (56,225) Finance Income 44,889 3,691-48,580-115 - 115 Net Profit/(Loss) Before Tax 203,680 (17,268) - 186,412 134,369 (7,092) - 127,277 Taxation (7,594) - - (7,594) (935) - - (935) Net Profit/(Loss) After Tax 196,086 (17,268) - 178,818 133,434 (7,092) - 126,342 4 STATED CAPITAL 30 Sep 2017 Group/Company Number' 000 As at 01 April 2017 480,000 4,800,000 Issue of Shares during the Year/Period 120,000 960,000 Balance As at 30 Sep 2017 600,000 5,760,000 The Company raised LKR.960Mn through an invitation to the general public to purchase 120Mn new Ordinary Voting Shares at a Share Issue Price of LKR.8/-. The Company listed it is shares on the Main Board of the Colombo Stock Exchange on 04 May 2017. 5 DIVIDEND PER SHARE A final dividend of LKR.0.10 per share for the financial year ended 31 March 2017 was paid on 29th June 2017. 6 RELATED PARTY TRANSACTIONS Company Relationship Transaction Type Value of Transaction () Foodbuzz (Pvt) Limited Subsidiary Rent & Other related Income 8,808 Investment made (265,900) United Motors Lanka PLC Affiliate Company Services Obtained 256 TVS Lanka (PVT) Ltd Affiliate Company Purchase of Motor Bikes 379 7 EVENTS OCCURING AFTER THE REPORTING PERIOD R I L Property PLC (R I L) acquired 30,271,000 ordinary shares (30%) of United Motors Lanka PLC (UML) from its major shareholder Mr M A Yaseen at a price of LKR 78 per share on 8th November 2017, the total cost being LKR 2.361 billion. Pursuant to this, a mandatory offer at a price of LKR 78 per share will be made to all remaining shareholders of UML to purchase their shares in terms of Rule 31 (1) (a) of the Takeovers & Mergers Code. Mr M A Yaseen and Ms R R Yaseen, who hold a total of 42,246,476 shares (41.87%) have given undertakings to R I L that they will not accept the mandatory offer once made by R I L, subject to Mr M A Yaseen and Ms R R Yaseen divesting a further quantity of shares by accepting the offer in the event R I L fails to secure adequate acceptances to ensure it holds 51% of UML s shares upon closure of the offer. R I L has made separate bank funding arrangements required to pay for these purchases of UML shares.
8 COMMITMENTS AND CONTINGENCIES Other than those mentioned in Note 2, there are no other Capital Commitments or Contingencies at the end of the reporting period. 9 INVESTOR INFORMATION 9.1 TWENTY LARGEST SHAREHOLDERS As at 30 Sep 2017 NAME No.of Shares % 1 Ms L E M Yaseen 148,800,000 24.800 2 Mr M A Yaseen 96,000,000 16.000 3 Ms S M Yaseen 62,400,000 10.400 4 Ms R R Yaseen 48,000,000 8.000 5 Mr S D Yaseen 48,000,000 8.000 6 Mr R H Yaseen 48,000,000 8.000 7 Commercial Bank Of Ceylon PLC A/C No.01 19,596,200 3.266 8 Melstacorp Plc 18,434,300 3.072 9 NDB Capital Holdings PLC 15,000,000 2.500 10 Mr J A Yaseen 14,400,000 2.400 11 Mr M A Yaseen 14,400,000 2.400 12 Phoenix Ventures Private Limited 12,000,000 2.000 13 Sri Lanka Insurance Corporation Ltd-General Fund 10,000,000 1.667 14 Elgin Investments Limited 5,000,000 0.833 15 Seylan Bank PLC / Pinnadoowage Aravinda De Silva 3,250,000 0.542 16 Mr S R Perera 3,125,000 0.521 17 LTL Esot Limited 3,125,000 0.521 18 Commercial Bank Of Ceylon Plc A/C No.03 2,500,000 0.417 19 Rosewood (Pvt) Limited -Account No.1 2,500,000 0.417 20 Softlogic Life Insurance Plc-A/C 02 (Life Fund) 1,663,365 0.277 Sub Total 576,193,865 96.032 Other 23,806,135 3.968 Issued Capital 600,000,000 100.000 Total No.of Public Shareholders Public Shareholding % Number of Shares Public Holding as at 30 September 2017-20% 120,000,000 9.2 DIRECTORS SHAREHOLDING As at 30 Sep 2017 Name of the Director No of Shares % 1 Mr S G Wijesinha - - 2 Ms L E M Yaseen 148,800,000 24.8 3 Ms L K A H Fernando (CEO) - - 4 Mr L W D Abeyarathne - - 5 Mr A D E I Perera - - 6 Mr R A Ebell - - 7 Ms C G Ranasinghe - - 9.3 NET ASSET VALUE PER SHARE As at 30 Sep 2017 Group Company No. of Shares ('000) 600,000 600,000 Net Assets () 12,093,739 12,156,750 Net Asset Value per Share (LKR) 20.16 20.26 9.4 SHARE PRICE DURING THE PERIOD LKR Highest 8.50 Lowest 7.60 Closing 7.70
CORPORATE INFORMATION Name of the Company Bankers R I L Property PLC Commercial Bank of Ceylon PLC Commercial House, No21, Sir Razik Fareed Mw, Colombo 01 Legal Form Tel : +94 11 471 8248 The Company incorporated in Sri Lanka on July 15, 2009 as a Private Limited Liability Company under the Companies Act No.07 of 2007 and registered with the Board of Investments of Sri Lanka ( BOI ) under Section 17 of the BOI Act No. 4 of 1978. Subsequently converted to a public Limited Liability Company on September 13, 2016 under the companies Act No 07 of 2007 and Ordinary shares were listed in the Colombo Stock Exchange on 04 th May 2017. Company Registration Number PV / PB 68365 PQ Registered Office No 33, Park Street Colombo 02 Board of Directors Mr. S G Wijesinha Ms. L E M Yaseen Ms. L K A H Fernando Mr. L W D Abeyarathne Mr. A D E I Perera Mr. R A Ebell Ms. C G Ranasinghe Audit Committee Mr. R A Ebell - Chairman Mr. S G Wijesinha Member Ms. C G Ranasinghe Member Nomination & Remuneration Committee Mr. S G Wijesinha Chairman Mr. A D E I Perera Member Ms. C G Ranasinghe Member Related Party Transaction Review Committee Ms. C G Ranasinghe Chairman Ms. L E M Yaseen - Member Mr. S G Wijesinha Member Mr. R A Ebell - Member Auditors M/s Ernst & Young Chartered Accountants No 201, De Saram Place, Colombo 10 Tel : +94 11 233 2850-1 Secretaries & Registrars P W Corporate Secretarial (Pvt) Ltd No.3/17, Kynsey Road, Colombo 08. Tel : +94 11 464 0360-3 Subsidiary Foodbuzz (Private) Limited Website www.rilproperty.lk