ODEL PLC - ANNUAL REPORT 2011/2012 · odel plc annual report 2011/12 11 having expanded our...

ANNUAL REPORT 2011/2012

OD

EL PLC - A

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UA

L REPORT 2011/2012

www.odel.lk

Name of CompanyOdel PLC

Legal formPublic Limited Liability CompanyIncorporated in Sri Lanka in 1990

Registered office of the company475/32,Kotte Road,Rajagiriya.

Company registration No.PV 7206 PQ

DirectorsMr. Ruchi Hubert Gunewardene - ChairmanMs. Otara Del GunewardeneMr. Paul ToppingMr. Sanjay Sumanthri KulatungaMr. Atulugamage Damian Eardley Ignatius Perera

Audit CommitteeMr.Sanjay Sumanthri Kulatunga -ChairmanMr. Paul ToppingMr. Ruchi Hubert Gunewardene

Remuneration CommitteeMr.Ruchi Hubert Gunewardene - ChairmanMr. Atulugamage Damian Eardley Ignatius Perera Mr Paul ToppingMr. Sanjay Sumanthri Kulatunga

Secretaries and registrarsS S P Corporate Services (Private) Limited101, Inner Flower Road, Colombo 3 AuditorsErnst & YoungChartered Accountants201 De Saram PlaceP.O. Box 101Colombo, Sri Lanka

BankersDFCC BankDFCC Vardhana BankHatton National BankHongkong and Shanghai Banking CorporationNation Trust BankSampath Bank

Investor RelationsOdel PLC475/32, Kotte Road,Rajagiriya.

Tel: 0114710200Web: www.odel.lk

CORPORATE INFORMATION

VISIONMISSIONVALUES

2 FINANCIAL HIGHLIGHTS11 CHAIRMAN’S MESSAGE 13 CEO’S MESSAGE 16 BOARD OF DIRECTORS18 SENIOR MANAGEMENT TEAM 21 MANAGEMENT DISCuSSION & ANALYSIS31 SuSTAINABILITY REVIEW 41 FINANCIAL REVIEW42 ANNuAL REPORT OF THE DIRECTORS ON THE STATE OF AFFAIRS OF ODEL PLC 44 THE STATEMENT OF DIRECTORS’ RESPONSIBILITY45 REPORT OF THE REMuNERATION COMMITTEE46 REPORT OF THE AuDIT COMMITTEE47 INDEPENDENT AuDITOR’S REPORT 48 BALANCE SHEET 49 STATEMENT OF INCOME 50 STATEMENT OF CHANGES IN EQuITY51 CASH FLOW STATEMENT 52 NOTES TO THE FINANCIAL STATEMENTS 74 SHAREHOLDER & INVESTOR INFORMATION76 NOTICE OF MEETING77 FORM OF PROxY

TO INSPIRE THE WORLD.

TO PROVIDE A COMPLETE MIND BODY AND SOUL EXPERIENCE WITH AN UNPARALLELED SELECTION OF FASHION RIGHT AND LIFESTYLE PRODUCTS IN AN ENVIRONMENT THAT IS ENJOYABLE AND WELCOMING.

WE LOVE, WE SERVE, WE STYLE, WE INNOVATE, WE GIVE,WE SAVE, WE ENJOY AND WE INSPIRE.

FINANCIAL HIGHLIGHTS

0

3

6

9

12

15

Return on Assets (%)

08 09 10 11 12

0

3

6

9

12

15

Return on Equity (%)

08 09 10 11 12

0

40

80

120

160

Space Ramp-up (Sq Ft ‘000)

08 09 10 11 12

0

60

120

180

240

300

360

Pro�t before Tax and Pro�t after Tax (Rs. Mn)

08 09 10 11 12

PBT PAT

0

800

1,600

2,400

3,200

4,000

Turnover and Gross Pro�t (Rs. Mn)

08 09 10 11 12

Turnover Gross Profit

During the year unDer review ODel PlC POsteD a turnOver Of rs 3.8 billiOn whiCh is a grOwth Of 15 Per Cent COmPareD tO rs. 3.3 billiOn in the PreviOus year. the turnOver grOwth is attributable bOth tO the grOwth in COmParable stOres as well tO the exPansiOn Of the netwOrk whiCh tOOk PlaCe During the Past twO years

2 MIND BODY & SOUL

DUTCH HOSPITAL

QUEENS HOTEL

WATTALA

WARD PLACE

The year under review has been a

challenging one, as we experienced a

slowdown in the growth momentum from

that of the last two years. However, when

looking at the future, the long term outlook

is positive with the continued expansion of

the economy and growing urbanization.

More consumers will continue to aspire

to a more sophisticated upwardly mobile

lifestyle, which only an Odel shopping

experience can deliver. Our research

provides strong evidence to also suggest

that our consumers are looking for good

quality products that are made available

in a contemporary shopping environment.

SRI LANkA IS NOW ON THE MAP OF ASIA, AND MANY INTERNATIONAL RETAILERS ARE LOOkING AT ENTERING THIS MARkET, IN ORDER TO EXPAND THEIR FOOT PRINT. THESE INCLUDE RETAILERS FROM THE MIDDLE EAST, SOUTH EAST ASIA AND INDIA.

MINDEXECUTIVE REVIEWS

ODEL PLC ANNUAL REPORT 2011/12 9

RUCHI GUNEWARDENEChairman


HAVING EXPANDED OUR FOOTPRINT TO 18 LOCATIONS, YOUR BOARD NOW FEELS THAT WE HAVE ESTABLISHED THE FOUNDATION ON WHICH WE CAN BUILD THE BUSINESS TO THE NEXT LEVEL OF EXCELLENCE. THE SHORT TERM STRATEGY IS TO CONSOLIDATE BY BUILDING THE HUMAN RESOURCE, SYSTEMS CAPACITIES, PLANNING AND MORE EFFECTIVE OPERATIONAL CAPABILITIES, WITH A LONG TERM VISION OF BUILDING A WORLD CLASS RETAIL BUSINESS.

World Class Aspirations

The year under review has been a challenging one, as we experienced a slowdown in the growth momentum from that of the last two years. However, when looking at the future, the long term outlook is positive with the continued expansion of the economy and growing urbanization. More consumers will continue to aspire to a more sophisticated upwardly mobile lifestyle, which only an Odel shopping experience can deliver. Our research provides strong evidence to also suggest that our consumers are looking for good quality products that are made available in a contemporary shopping environment.

As set out in my report last year, the focus of the Board was to transform the company from a private company to a public company. Significant progress has been made in this regard having evaluated the operational and financial risks through several studies and institutionalizing systems of checks and balances, and putting in place the governance systems reflecting those of a responsible public company. The Remuneration and Audit Committees are fully functional with relevant policies now in place.

Having expanded our footprint to 18 locations, your Board now feels that we have established the foundation on which we can build the business to the next level of excellence. The short term strategy is to consolidate by building the human resource, systems capacities, planning and more effective operational capabilities, with a long term vision of building a world class retail business.

Sri Lanka is now on the map of Asia, and many international retailers are looking at entering this market, in order to expand their footprint. These include retailers from the Middle East, South East Asia and India. With that in mind, we have, and will continue to invest in upgrading our own capabilities and bringing in international retail knowledge where needed in order to enhance our business and future growth. We are still in the early transformation phase as we transfer knowledge and build that capacity with our associates in order to establish an operation that is equivalent to any international retail operator in the world.

Meanwhile, in the next few years we will be driving our growth through the investments that have been made, and innovating and “wowing” our customers. That has been the core of the success of Odel and will continue to be our focus as we drive the business forward in the year ahead.

I would like to thank you, our shareholder for your confidence in us, Otara and the Odel team for their dedication and commitment, and finally my fellow Directors for their valued contribution.

(sgd.)Ruchi GunewardeneChairman

CHAIRMAN’S MESSAGE


OTARA GUNEWARDENE Chief Executive Officer


Spirited Excellence

As yet another financial year draws to a close it gives me great pleasure to present the Annual Report and Audited Financial Statements for the financial year 2011/2012. Our shareholders will be pleased to note that Odel has performed well, with a demonstrated growth of 15% YOY from that of 2010/2011. I am pleased to note that Odel in the period under review posted a turnover of Rs. 3.8 billion, up from Rs. 3.3 billion in the previous financial year. Turnover increased by Rs. 510 million during the year, an outcome that was attributed to our strategy of expansion over the previous two financial years. Odel posted a net profit of Rs. 202 million during the year with taxation benefits assisting towards enhancing the performance for the year.

2011/2012 was yet another year of expansion for Odel with a continuation of the strategy to add on stores in key locations that have shown market promise and are ready for the Odel experience. During the year, we expanded our store footprint to Kiribathgoda, Wattala, two stores in Kandy and the Dutch Hospital. The expansion contributed to the growth in turnover together with the increase of same store sales. It also helped us gain greater buying power both locally and internationally enabling us to improve our product offer. Our costs last year increased considerably due to the addition of new stores, some of which are yet to complete one year of operations and some of which are yet to mature in turnover and profit. A review in costs and the implementation of measures to derive an improved impact against sales performance will be a key focus for 2012/2013.

It was also a year in which we launched two stand-alone stores for our private brand, Odel LUV SL, in response to a market gap for high quality, fashionable Sri Lankan inspired products. In keeping with the concept of the brand, store locations were chosen at the Dutch Hospital in Colombo and the other at the Queens hotel, in Kandy. LUV SL offers a range of products in the fashion, accessories, souvenirs and household item categories. Our strength in product development contributed to significant growth of our private labels helping to improve turnover and profitability. Our focus has been to improve what we offer our customers with a constant supply of product ranges that are unique in an environment that is constantly evolving and exciting. We achieve this through regular changes in shop fits and visual merchandising. To us retail is about the experience, the theatre and giving our customers something new to look at every time they walk into our stores.

From our inception we have strived to look beyond the financial return, and have sought to support the community around us in different ways. In 2011/2012, we continued to grow our flagship project Embark both in terms of sales and services towards street dogs and the community. We reached a milestone with Embark celebrating five years of care for homeless dogs. Embark gives us the ability to link with our customers and offer a fashion brand through which they too can support the cause they believe in. This is what is unique about the brand and our customers response and support in this regard has been truly inspiring. At Odel, we derive great satisfaction from knowing that through Embark we are able not only to do good but also to inspire others to make a difference. Through the Odel Foundation - which is the

2011/2012 WAS YET ANOTHER YEAR OF EXPANSION FOR ODEL WITH A CONTINUATION OF THE STRATEGY TO ADD ON STORES IN KEY LOCATIONS THAT HAVE SHOWN MARKET PROMISE AND ARE READY FOR THE ODEL EXPERIENCE. DURING THE YEAR, WE EXPANDED OUR STORE FOOTPRINT TO KIRIBATHGODA, WATTALA, TWO STORES IN KANDY AND THE DUTCH HOSPITAL...

CEO’S MESSAGE

ODEL IS A BRAND AND A CONCEPT THAT WAS CREATED TO OFFER YOU, OUR CUSTOMER AND OUR SHAREHOLDERS, A COMPANY AND A SHOPPING EXPERIENCE THAT IS INSPIRATIONAL, UNIQUE, EXCITING AND ENjOYABLE...

14 MIND BODY & SOUL

bedrock for our philanthropic initiatives - we actively engaged with and supported many long-term charitable institutions such as Habitat for Humanity, The Chithra Lane School, Helpage Lanka and Preethipura Homes.

The year ahead is an exciting one for me and my team. We look forward to fine tuning all areas of operations in a bid to achieve greater results from all our new stores and the stores that have been part of our customer’s lives for many years. Our new warehouse, new systems and processes to improve our supply chain, faster purchase to floor strategies, renovations and the addition of new product ranges are areas that will be improved over the upcoming financial year and these will set a firm foundation in offering an improved shopping experience, in the years ahead. Going forward, customer service will be a major focus of improvement and we will continue to innovate via new technology in the relentless pursuit to be closer to our customers.

I would like to thank my Board of Directors for their support, time and contribution over the past year and the Odel team for their dedication and belief in striving to give our customers the best everyday. Most of all I would like to thank our customers who give us the joy to do what we do and our shareholders for your support and confidence in Odel.

Odel is a brand and a concept that was created to offer you, our customer and our shareholders, a company and a shopping experience that is inspirational, unique, exciting and enjoyable. In 2012/2013, we will strive to give you more of all of this and to be extraordinary in what we do because extraordinary is who you are.

(sgd.) Otara Gunewardene Chief Executive Officer


“ODEL IS A BRAND AND A CONCEPT THAT WAS CREATED TO OFFER YOU, OUR CUSTOMER AND OUR SHAREHOLDERS, A COMPANY AND A SHOPPING EXPERIENCE THAT IS INSPIRATIONAL, UNIQUE, EXCITING AND ENJOYABLE...”


16 MIND BODY & SOUL

LEFT TO RIGHT

MR. EARDLEY PERERA

MR. SANJAY kULATUNGA

MR. RUCHI GUNEWARDENE

MS. OTARA GUNEWARDENE

MR. PAUL TOPPING

MR RUCHI GUNEWARDENEChairman

Mr. Gunewardene is the CEO of STING Consultants and Brand Finance Lanka, Sri Lanka’s only fully integrated strategic marketing and brand consulting firms. He counts over two decades of multinational experience as the former Country Manager / CEO of Coca-Cola Sri Lanka, Regional Marketing Manager for the Coca-Cola Company and Head of Marketing of GlaxoSmithkline Consumer, Sri Lanka. Prior to this, he was employed by multinationals Reckitt Benckiser and JWT in their Sri Lankan operations. Mr. Gunewardene holds a Bachelor of Science, Honors Degree in Applied Biology from the University of Bath, Uk.

MS OTARA GUNEWARDENE Executive Director / CEO

Otara is a natural entrepreneur who combined her appreciation for fashion and desire to make a marked difference in whatever she set out to do, created Odel, a fashion brand that has since inception set the benchmark for Sri Lanka’s retail fashion industry. After receiving her degree in Biology from Bowling Green State University, Ohio Otara became a sought-after model. During this time, a chance request by an apparel manufacturer to help him dispose of assortment of export surplus garments led to her setting up shop in the boot of her car, and the rest, as they say, was history.

From being a sole proprietor of one store in 1990, she pioneered a retailing phenomenon by using her adroit business skills; her dedication has piloted Odel through over two decades of explosive growth and expansion. Her entrepreneurship was globally recognized in 2010, November, when she outshone leading female businesswomen from around the world to bring honour to Sri Lanka by winning the best female entrepreneur award at the seventh US Stevie Awards for Women in Business held in New York. As an icon of Sri Lankan fashion and business, Otara continues to be an inspiration while spearheading Odel to new vistas of business excellence.


MR PAUL TOPPINGNon-Executive Independent Director

Mr. Topping counts over three decades of international experience in both fashion and travel retailing in the European, American and Asian continents. He served as Alpha’s Retail Managing Director then headed up their Asian business. Alpha was a member of the Italian Autogrill Group, the world’s leading provider of food & beverage and retail services for travellers. Prior to this, Mr. Topping held the position of Group MD of the Retail Division of Trusthouse Forte Airport Division, Uk. He also held senior roles at Uk clothing retailers BHS and Hornes Menswear. Mr.Topping was voted Joint Travel Retailer of 2005 and won the Cannes Frontier award on two occasions.

He now sits on the board of a number of companies including travel retailer Flemingo Duty Free Int and Bangalore Soma Winery. He has his own retail consultancy, Tractopping and develops / writes on wine as The wineman of Sri Lanka.

MR SANJAY kULATUNGANon-Executive Independent Director

Mr. kulatunga has experience as a founder and an Executive Director in a diverse array of industries ranging from Finance, Export manufacturing and Import substitution. He holds a series of Non-Executive Directorships in listed as well as unlisted companies.

He also serves on the Financial Sector Stability Consultative Committee of the Central Bank of Sri Lanka, and is a Commissioner of the Securities and Exchange Commission of Sri Lanka.

Prior to his stints as an entrepreneur and manager, he began his career as an Equities Analyst starting in Colombo and culminating as a Regional Real Estate Analyst in Hong kong.

Mr. kulatunga has a MBA from the University of Chicago ‘Booth School of Business’. He is an Associate member of the Chartered Institute of Management Accountants (ACMA) as well as a Chartered Financial Analyst (CFA).

MR EARDLEY PERERANon-Executive Independent Director

Mr. Perera is the Chairman of M&E (Private) Limited, while also serving on the Directorates of keells Food Products PLC, Janashakthi Insurance PLC, STING Consultants (Pvt) Ltd., and other private companies. He also serves as a Member on the Board of Study, Postgraduate Institute of Management (PIM), University of Sri Jayawardenepura. A Chartered Marketer and senior member of the Chartered Institute of Marketing, Mr. Perera has many years of experience in general management and marketing in trade and industry, and as a lecturer on graduate and postgraduate level programmes.

BOARD OF DIRECTORS

18 MIND BODY & SOUL

SENIOR MANAGEMENT TEAM

ALDRIN GAMAGEHead of Creative

AHAMED BARRY Head of Buying & Corporate Planning

MIkE SLAGLE Director Retail Store Operations

GOPIkA MAGESWARANHead of Business Reporting

ASHANI UNAMBOOWE Head of Business Operations (Embark)

SENIOR MANAGEMENT TEAM

VINDYA SOLANGAARACHCHI Head of Information Technology

THILANkA kIRIPORUWA Head of Human Resource and Operations

UPENDRA GUNAWARDHANA Head of Marketing

RUWAN WIJERATNEGeneral Manager - Finance


20 MIND BODY & SOUL


Over the last two decades, Odel heralded

a fashion revolution. It inspired people to

embrace fashion in ways that best fit them.

Odel opened the world of fashion to Sri

Lankans across the nation. This catalytic

change commenced from the inspired

action of one individual and her vision

and entrepreneurship. By enhancing the

lives of Sri Lankans, Odel has been an

inspiration for the mind, the body and

the soul. But that’s not all, the commercial

success of Odel has inspired many others

to dream and to chase those dreams.

ODEL IS SYNONYMOUS WITH FASHION. IT IS DEFINED BY A UNIQUE IDENTITY AND IS A DESTINATION IN ITSELF. IT IS A BRAND LOVED, FOLLOWED AND ENJOYED BY MANY.

BODYMANAGEMENT DISCUSSION & ANALYSIS

22 MIND BODY & SOUL

MANAGEMENT DISCUSSION & ANALYSIS

Odel is synonymous with fashion. It is defined by a unique identity and is a destination in itself. It is a brand loved, followed and enjoyed by many.

Over the last two decades, Odel heralded a fashion revolution. It inspired people to embrace fashion in ways that best fit them. Odel opened the world of fashion to Sri Lankans across the nation. This catalytic change commenced from the inspired action of one individual and her vision and entrepreneurship. By enhancing the lives of Sri Lankans, Odel has been the inspiration for the mind, the body and the soul. But that’s not all, the commercial success of Odel has inspired many others to dream and to chase those dreams.

Odel continues to strive towards reinventing the retail experience. It is this pursuit of spirited excellence that has defined Odel’s journey as not only a retailer par excellence but also as a corporate leader.

Odel offers customers an array of diverse products and services that are in style, distinctive and constantly evolving. By incorporating the concept of a balanced mind, body & soul Odel creates and gives people an unmatched multi-sensorial experience. This distinctiveness lies in Odel’s ability to always give all its’ stakeholders a space; to aspire, live, make and create a lifestyle.

THE GROUPOdel Properties (Private) Limited is a BOI approved Company which owns a 52 perch property in Rajagiriya containing a 31,000 sqft building. This has been leased to Odel PLC to carry out its Logistics and Head Office operations.

Odel Information Technology Services (Private) Limited is a BOI approved Company which provides IT infrastructure and maintenance services.

Odel Apparel (Private) Limited is a garment factory which manufactures t-shirts for Odel PLC and which undertakes special orders.

Odel Lanka (Private) Limited Is a BOI approved Company which will in the medium term undertake the construction and management of a shopping mall that is currently in the preliminary stages of planning.

DIFFERENTIATING THE EXPERIENCEAcross our stores, we differentiate the shopping experience and have on offer, service levels and product ranges that have won international and local recognition over the years.

At our flagship store we offer a multitude of services that continue to be the benchmark for the industry in terms of service excellence. We ensure that our customers have an enjoyable and relaxing shopping experience by providing them with services such as a supervised kids play area, foot massage & nail spa, a range of café style snacks at the Boulevard Place, concierge services, Bridal registry/Gift registry services, Gift wrapping, Bank & ATM in-stores as well as customer shuttle services during the holiday seasons. Our free Wi-Fi services throughout the store, foreign currency exchange counter, shop & ship facilities, Box office services for event info and tickets, access to mobile phone company outlets and car wash all add enhancing the convenience of shopping at Odel. For customers who need custom services such as sari draping, stitching of sari blouses, and alterations to garments, we have on hand a specialist team to cater to their needs. With ancillary services such as lost property and drivers seating, Odel completes the spectrum of services that truly differentiates it as the trendsetter and the standard in Sri Lanka’s retail environment.

The Odel chain comprises of 16 stores - at Alexandra Place, Maharagama, Kohuwala, Mount Lavinia, Moratuwa, Panadura, Nugegoda (Warehouse), Dickman’s Road, ja-ela, Majestic City, Crescat (Backstage), Battaramulla, Kiribathgoda, Kandy, Wattala and at the Bandaranaike International Airport. Additionally, 02 stand-alone stores for Odel Luv SL operate at the Dutch Hospital Shopping Precinct in Colombo and at the Queens Hotel in Kandy.

But for those who would much rather shop from the comfort of their own home, our website “www.odel.lk” offers online shoppers the same Odel experience through sophisticated, seamless e-commerce functionality. In terms of propagating the popularity of the virtual store, it is Odel’s intention to position it and grow its contribution to become one of the top-performing stores over the course of the next two years.

Our presence on social media such as Facebook and Twitter allows us to create a more personal relationship with customers and we consider the interaction and feedback as valuable in furthering our product and service offer.

OUR BRANDSThe mainstay Odel brand captures and creates the full essence of a Mind, Body & Soul experience. It connotes high quality and exclusivity, an international aura and of course sophisticated style. It also offers a unique product mix of fashion-forward international brands and private labels.

THE MAINSTAY ODEL BRAND CAPTURES AND CREATES THE FULL ESSENCE OF A MIND, BODY & SOUL EXPERIENCE

ODEL CONTINUES TO STRIVE TOWARDS REINVENTING THE RETAIL EXPERIENCE. IT IS THIS

PURSUIT OF SPIRITED EXCELLENCE THAT HAS DEFINED ODEL’S JOURNEY AS NOT ONLY A

RETAILER PAR EXCELLENCE BUT ALSO AS A CORPORATE LEADER.


Our private brands have garnered considerable brand value over the years and are now in a position to act as stand-alone brands. They now have the ability to stand individually and to be marketable independent of the core brand Odel .‘Backstage’ accessories, ‘Embark’ the fashion brand with a cause and ‘Delight’ confectionery are some of the exclusive collections that are tailor-made to suit target preferences. LuvSL, Odel’s latest private brand features an array of homegrown products in the fashion, accessories, souvenirs and household items categories that retail in a new format of stores.

INDUSTRY DYNAMICSTHE RETAIL FASHION INDUSTRY EVOLVES Sri Lanka’s retail fashion industry signaled an evolution in 2011/2012 with the entry of select international fashion brands to the local market. Whilst this only marginally changes the dynamics of the market, it signals that Sri Lanka’s retail industry is maturing. In all probability, the entry of international brands to the market is as a result of the growth in tourism as well as an increase in consumer spending.

Yet other trends have also started to indicate that the industry is evolving. From a design perspective, Sri Lanka has been producing a large number of fashion designers through well-established design schools. A select few of these designers have established fashion labels and have had their collections featured at forums such as Colombo Fashion Week as well as in regional and international fashion events. The commerce between Sri Lankan designers, retailers and consumers is definitely gaining more ground.

These trends translate into healthy competition for Odel, and the Company perceives this upsurge in talent and the entry of international brands as future promise for the industry. As an aspirational brand, Odel lies on the top tier and will look to add retail components to its existing business concept. The expansion strategy will continue to enlarge the marketplace by bringing sophistication to the semi-urban markets. Odel will continue to focus on creating vibrancy to the online component of the business, through innovative e-commerce. Odel will also continue to be one of the largest players in the domestic retail market, its positioning as an all-round destination will continue to deliver value and assist it to stand apart in the years ahead.

In 2011/2012, the retail fashion industry was fairly depressed as opposed to 2010/2011 and prompted retailers to resort to promotional activity to stimulate sales. As a result, during the year, the industry was defined by discounting as a mechanism to improve turnover whilst retailers were also keen to use the mechanism to maintain inventory turnover. However, for individual retailers this translated into a dip in sales value yield.

Despite the challenges faced in 2011/2012, Sri Lanka’s retailing industry continues to be billed to expand within the medium term in line with the economic measures to double per capita income. With individual disposable income on the rise amongst SEC A and B socio-economic categories, changing buyer behaviours and the influx of retail opportunities determine the momentum of the industry. Buyer behaviour has continued to evolve rapidly in the last decade with changes in primary income levels, lifestyles and aspirational imagery attempt the contours of the purchase process. Also evident is an expansion in the marketplace for branded products amongst those not only in the upper end of the socio-economic spectrum but also at the mid-range. This evolution is a sound predictor of the industry’s movement towards greater sophistication.

Aside from domestic demand, tourism will be a key catalyst for Sri Lanka’s retail industry in the years ahead. With the nation expecting to welcome 2.5 million visitors by 2025, the destination needs to have in place a sound shopping destination to cater to high-end travelers. In 2011, Sri Lanka witnessed a change in the structure of its tourism arrivals with neighbouring India generating the highest arrivals to the nation as opposed to the traditional European markets. Sri Lanka is also a very appealing MICE (Meetings, Incentives, Conference and Exposition) destination for India. This change in the composition of travelers will also have a marked impact on the retail fashion industry in Sri Lanka, predominantly as Indian travelers are avid holiday shoppers.

We planted the first seeds of retail management in Sri Lanka and will continue to drive the industry momentum. Odel’s intention is clear. The Company will lead Sri Lanka to become one of the top fashion retail destinations in the region. But this is not all. Odel will also actively scout for opportunities to take this unique business concept across to regional and international markets.

It is this spirit of leadership that prompted Odel in 2011/2012 to play host to a delegation of international retail professionals from some of the world’s top department stores. The 10th Commercial Director Conference of the Intercontinental Group of Department Stores (IGDS), the world’s largest association of department stores, was hosted in Colombo by ODEL, the only Sri Lankan member of this exclusive group. Representatives of IGDS member department stores attended the three-day conference and generated valuable exposure for the country’s retail sector.

ODEL is one of the newest members of IGDS, but amongst the association’s members are some of the leading and most respected department stores in the world including Selfridges, Saks 5th Avenue, Printemps, Parkson, Beco, FEDS, Shopper’s Stop, M&S, Woolworths, Central, Lotte, Matahari, Ruston, and Tangs. The decision of IGDS to convene the annual IGDS Commercial Director Conference in Colombo exposed Sri Lanka to some of the largest retailers of the world and presented a significant opportunity for the country’s innovative home grown brands to establish business links in venturing into overseas markets.

24 MIND BODY & SOUL



Extraordinary LADIESWEARA continuously changing collection of dresses, formal wear, casual wear, shoes, lingerie and more… stylish, exclusive, international. A department that gives the customer an exciting and unique shopping experience

Mix and match MENSWEARFeaturing Private brands, global brands and designer brands and lots more, our menswear department is a comprehensive mix of formal and casual wear; from jeans and pants to shorts, footwear, swimwear and accessories…. Changing our focus and changing our product range to cater to the fast increasing fashion forward man

Take me home EMBARkThe brand with a cause. Originally inspired and still faithfully represented by the cute Embark mascot - former street-dog Niko, the Embark collection is fashionable, fun and animal as well as people friendly. Ladies, gents and kids clothing, accessories, footwear and the hugely popular Embark bands are part of a much loved range.

Yet Embark is more than just puppy fun and frolic. The Embark project, funded from a % of the sales of the product range, has a mission to provide a better life for the street dogs of Sri Lanka and to give them the love and respect they deserve

Drama in your life BACkSTAGEGlitzy, glamorous and gorgeous….Backstage offers a huge collection of dazzling costume jewellery, unusual accessories and fashion wear for fashion conscious females from 12 - 60. It’s the easiest way to put some drama in your life!

Local style. Local fashion LUV SLInspired by the love for Sri Lanka and all things Sri Lankan, Odel has now launched Luv SL - a private brand for a range of locally manufactured products ranging from casual clothing and accessories to stationery, mugs, picture frames, toys, cosmetics and toiletries, curios and even confectionery….

Luv SL opened its first store at The Dutch Hospital complex at Echelon Square in Colombo. A second Luv SL store was launched at the Queen’s Hotel, kandy, while the souvenir department at the flagship Odel store at Alexandra Place was also rebranded under the new concept.

26 MIND BODY & SOUL


RETAIL OPERATIONSKey Focus: Define procedures to meet international retail excellence

2011/2012 was defined by our drive for retail excellence. We consider it one of the base years in our journey towards becoming a retailer of international repute. In instituting measures to enhance Odel’s retail operations, we carried out a comprehensive analysis of the processes in practice, reviewed their functionality and revised these whilst also adopting new processes and practices that are accepted as focal in the global retail industry. These changes towards retail excellence are expected to deliver results in the medium term, and will assist Odel to comfortably leverage future growth strategies.

The first emphasis therefore was to dedicate an appropriate amount of time to identify key procedures as well as the available infrastructure for maintaining those procedures and their effectiveness. Simultaneously, priority was placed on ascertaining the environmental status of management personnel, their supervisory and regular staff as well as the relationship, responsibility and processes for corporate store operations and communication. Key projects towards retail excellence therefore targeted improvements in efficiency, productivity and standards.

The implementation of a consistent visual merchandising standard in keeping with Odel was achieved in 2011/2012. A continuous training programme that is revolving and evolving defines Odel’ movement towards sophistication in merchandising. To ensure that merchandising works harder to deliver a better shopping experience, techniques such as cross merchandising, thematic and lifestyle merchandising assisted to not only create a vivid image in-store but also served to enable customers to visually put together a total look, as opposed to a single item purchase. Efforts in merchandising therefore were essentially geared toward customer service enhancement through suggestive selling.

Maintaining customer service excellence has always been a priority; during the year, specific standards were instituted to promote extraordinary customer service. Towards this, training guidelines were formalized and numerous training programmes were conducted while customer service champions were identified as a motivational tool to push the retail staff to outdo themselves with regard to customer service.

In furthering customer service, greater communication was fostered across all key sectors. Monthly Store Manager meetings, regular store visits, monthly Visual Merchandiser meetings and the availability of new financial reports for managers have helped enhance the visibility of core areas for management focus, each month.

Many customer feedback and feed-forward mechanisms are in place to ensure that an omni-channel service process is in place at Odel, thereby creating a conducive environment for service excellence. The customer complaints management process involves interaction with customers for each complaint, an investigative process to isolate the issue and remedial measures to existing systems and processes to ensure that the complaint will not be raised again. The customer remains within the loop of communication and is advised of the end outcome whilst also having his grievance resolved to the highest level of capability.

Additionally, in the area of customer service ODEL deployed an innovative new customer survey to enrich the in-store experience. The company deployed iPads with a specially developed iPad application to conduct customer satisfaction surveys efficiently and unobtrusively at its flagship store at Alexandra Place, and plans to extend the programme to other stores in the year ahead. The application poses a series of dynamic questions pertaining to different aspects of the ODEL offering and can be completed by a customer in less than two minutes, providing valuable feedback and insights that will be used to further enhance the in-store experience.

During 2011/2012 ODEL also joined hands with middleware technology company WSO2, to be the first retailer in the country to introduce a roving mobile Point-of-Sale (POS) terminal. This offers speedier processing of card-based payments and provides clientele with an improved shopping experience. .

The system allows ODEL sales executives equipped with simple Apple iPod devices to process credit or debit card payments over a secured wireless system from anywhere in the store.

During the year, Odel was recognised among world’s best in ‘Outstanding Customer Experience’ category. Odel was short-listed as a finalist at the 2011 Global Fashion Awards in New York alongside iconic retailers of the calibre of Harrods, Macy’s and LL Bean.

SYSTEMS ALLOWS ODEL SALES EXECUTIVES EQUIPPED WITH SIMPLE APPLE IPOD DEVICES TO PROCESS CREDIT OR DEBIT CARD PAYMENTS OVER A SECURED WIRELESS SYSTEM ANYWHERE IN THE STORE


PRODUCT DEVELOPMENT, BUYING AND INVENTORY MANAGEMENTKey Focus: Offer unique contemporary in lifestyle choices to the consumer through improved buying

Odel has in essence been the inspiration for Sri Lanka’s retail fashion industry. Our consistent quest to redefine the retail experience has seen us test the boundaries, determine new norms and in fact continuously reconfigure the equation of retail experience. How we shape our service offer is based primarily on business continuity; we determine what needs to be done next by following a constant and relentless search for unique product ranges. Whilst being cognizant of global trends, we utilize target indicators such as sales trends, market size and potential for expansion, socio-economic analysis, customer analysis based on purchases and external environmental factors to formulate a retail management plan that best suits the given period of time.

From a buying perspective, the vision is to offer unique lifestyle choices to the consumer. In 2011/2012 Odel employed a concerted product portfolio expansion strategy. Thus, the objective for the buying department during the year was to continually source new products and to expand private brands in order to create uniqueness and improved standards in the product offer. This objective was applied across all departments and contributed towards the overall growth of turnover.

During 2011/2012, Odel introduced a number of global brands including US Polo, Converse, and Pearly King which offer greater choice to the expanding mid- to up-market segment. Our private brands such as Odel, Embark, Backstage and LuvSL are targeted at both our domestic and international customer alike. The range of brands represented in each store continues to be fine tuned and monitored for each of Odel’s stores, with a different product mix to suit the target market.

We made an effort during the year to strengthen the 200+ network of local and overseas suppliers in order to bring the best and the latest in fashion to our consumers.

Duty reductions yielded positive cost benefits for certain product ranges in 2011/2012 but these proved short-lived as exchange rate fluctuations and the depreciation of the rupee negated the advantage. However we will continue to target the upper end of the market by offering our customers a unique shopping experience.

HUMAN RESOURCES AND TALENT MANAGEMENTFocus: Broadening skill sets to create business navigators

In1990 Odel had two employees. Two decades later its passionate team comprises of over 850 employees. A culture of openness prevails at the workplace, open dialogue and an open door policy enables employees to discuss their concerns and issues with the top management. The work ethic is driven by sense of professionalism and determined to a large extent by performance management. With rewards and career progression linked to yearly performance appraisals every team member is aware of their commitment towards the Company’s overall success. In furthering this ethic, in 2011/2012, Odel introduced an online performance management system to the workplace with established Key Performance Indicators for all executive level staff of the Odel team.

Training and Development for the staff is a constant and consistent component of the HRD process. As a retailer where the employee role plays a critical part in overall service excellence, continuous development is key to enhance service standards. Non-Executive development programmes are many, and include set modules for retail development, ongoing training for interpersonal and communication skills enhancement, career development and personal development programmes. In addition, the Fast Tracker programme which is a talent management tool, seeks to identify talented individuals and to fast track their development through intensive but selective training in core areas of the Company’s operations, as well as in interpersonal skills.

Executive development continued to focus primarily on business continuity and leadership development. The Company has placed particular emphasis on the development of a solid Executive team to oversee the operations of the Company in the future. This team will continue to be developed and strengthened in the future. Strict performance standards and Key Performance Indicators are the critical criteria for competency management of the Executive team. Open channels are the main conduit for innovation and creativity at Odel. Team huddles and manager huddles are used frequently to generate ideas and creativity while idea generation is further fostered through the concept of idea boxes which allow any employee to make suggestions for improvement.

The annual sales personality and the sales supervisor awards programme aims to recognize and felicitate the service team. In addition customer service personnel are recognised for their service standards on a day-to-day basis, based primarily on customer comments and recommendations.

WORK LIFE balance is key aspect at ODEL and staff bonding activities are plenty allowing employees to relax and recharge their batteries. WORK HARD PLAY HARD is profoundly followed at all staff events which gives all levels of employees to mingle and get to know each other better.

CUSTOMER SERVICE PERSONNEL ARE RECOGNISED FOR THEIR SERVICE STANDARDS ON A DAY-TO-DAY BASIS

28 MIND BODY & SOUL

OPERATIONAL REVIEWSTRATEGY OVERVIEWKey focus: Network expansion and strengthening of Private brands

From an operational perspective, 2011/2012 continued to be a year focused on growing the business. Thus, we furthered the strategy of expansion initiated over the last three financial years. Our foray into cascading the Odel product and service offer across the urban and semi-urban localities of Greater Colombo, and other central cities in Sri Lanka have yielded significant growth in volumes. As a brand, Odel gained greater affinities with a broader target market as a direct consequence of the expansion strategy. The branch network now serves as an impetus for market expansion, whereby consumers who aspire to align with the brand Odel are motivated to do so, through greater accessibility and familiarity. As such during the financial year, Odel commissioned four new Odel stores, enhancing the total store tally to 18 all of which bring Odel’s store area to over 140,000 square feet.

However, the strategy of expansion was not only limited to increasing the Odel store footprint. In 2011/2012, Odel continued to strengthen and expand its private brand strategy, adding variation to the product offer and gaining access to different customer likings This strategy is reflective of Odel’s focus on enlarging our scope of operations with specialization on key focal markets, as not only a differentiation strategy but also as a means to enhance the overall business viability and performance in the future.

MARkETINGKey Focus: strengthening of private-brands to deliver greater value

Private brands are key contributors to the overall financial performance of Odel. They constitute a significant proportion of the revenue and are a key in elevating the 3600 shopping experience in-store. In the area of marketing, greater focus was given to these brands.

During the year, Odel launched LuvSL, a private-brand that was rolled out in a new format of stores. Conceptualized in response to a market gap for high-quality Sri Lankan souvenirs, and in view of the growth in tourists, Odel was inspired to launch a private brand for a range of homegrown products in the fashion, accessories, souvenirs and household items categories. The brand is expected to contribute significantly towards enhancing revenue streams for the Company in the medium term. Two stand-alone stores were launched during the year, one in November 2011 at the Dutch Hospital Shopping Precinct and the other in December at the heritage hotel Queens in the hill capital of Kandy.

Whilst the most significant initiative towards the strengthening of the private-brand strategy was the launch of LuvSL in the final two quarters of the year, attention was also placed on the private brands Delight, Backstage and Embark to ensure they delivered greater value.

During the year Embark celebrated five years as a brand and introduced two new collections with the former street dog Niko continuing to inspire the popular fashion label. Through the ‘Niko the Flirt’ collection launched during the year, the brand sought to celebrate fun and capture the hearts of a new generation of customers. In early 2012, the second collection was launched under the theme “Niko the Spy” and features Niko’s portrayal as a master spy. The collection was defined by sophisticated embellishments that are the hallmark of Embark clothing.

Building brand loyalty remained a key priority during the year. Integrated communication played a critical role in the efforts to build brand loyalty with an array of activations, promotions, social media interaction and above the line advertising serving to strengthen the brand in the minds of the consumer. All of these communication and interaction efforts were focused on enhancing the aspirational appeal of the mainstay brand Odel by inspiring target consumers in the socio-economic groups A and B. Moreover, the launch of the Odel Loyalty Card served to enhance the appeal of the brand to loyal customers and is expected to play a focal role in propagating repeat purchases. The loyalty card allows customers to accumulate Loyalty Points on qualifying purchases at all Odel stores in the country excluding the outlet at the Bandaranaike International Airport, which can be redeemed for free purchases. Under the scheme, a purchase of Rs 100 earns one Loyalty Point. At the point of redemption one Loyalty Point is equivalent to Rs 1, a considerably higher value than that assigned by many loyalty schemes available in Sri Lanka. In addition to points, the loyalty card also gives users access to numerous exclusive promotions and discount offers.

Successful promotions and activations allowed Odel to initiate more frequent customer interactions and promoted sales. An exclusive tie up with HSBC Bank and the Odel flagship store realised great success with the Bank’s Premier Cardholder base gaining exclusive promotional access in both April and December 2011. The promotion drove significant sales in the month of December enabling Odel to attain the highest monthly sales revenue. Both HSBC and Odel benefitted from the tie-up given the similarity in the positioning of the two brands.

Fashion shows were an integral component of the activation strategy and in 2011/2012, fashion shows were conducted at the flagship store to mark the launch of new collections of Private and international brands. The fashion shows


ODEL CONTINUED TO STRENGTHEN AND EXPAND ITS PRIVATE BRAND STRATEGY, ADDING VARIATION TO THE PRODUCT OFFER AND GAINING ACCESS TO DIFFERENT CUSTOMER LIkINGS


not only enhanced the appeal of the brands and collection on show, but also served as a medium to enhance customer visitation.

For the launch of the private-brand Luv SL, an artistic integrated campaign brought to life the brand concept. Vivid imagery and finesse in execution were the hallmarks of the ATL campaign whilst promotions at leading hotels and leisure facilities in Kandy and Colombo served to augment the brand visibility amongst tourists.

Social media gained further ground during the year as a viable medium for customer interaction and engagement. Special campaigns on social media such as Facebook, Twitter and Blogger enabled Odel to promote events such as World Animal Day, Father’s Day, Mother’s Day, Easter and Halloween.

For the ICC World Cup 2011, Odel twinned conventional media with social media to drive interest for event specific merchandise. In 2011/2012, Odel also actively pursued innovation to enhance the impact of BTL activities. Towards this end, Odel used unconventional media such as cab and three-wheeler branding, graffiti wall painting and iconic symbolism such as live horse parades for the launch of US Polo. As in the past, Odel continued to be a conversation point during Christmas. The flagship store embraced the season with a Vegas-styled display of lights that mesmerized customers and onlookers, and was most definitely the most riveting display of Christmas décor in the city.

In a bid to better understand customer needs, Odel initiated a number of customer surveys. The findings from these have assisted towards further improving the service and product mix. An ongoing survey of tourists have also assisted to determine the origin of customers and the regional trends and their expectations, thereby enabling the provision of a product mix that meets their different requirements.

An internal marketing campaign was initiated in 2011/2012 to launch ODEL’s newly derived values. The campaign was launched by selecting champions from the ODEL team through an internal competition conducted amongst the Odel staff. Eight winners were selected to champion each respective value. The objective was to select individuals who actually lived by and believed in each respective value personally. The company intranet, a specially created values blog, posters, note pads, special mugs and screen savers were used to promote the campaign organisation-wide. The values were officially launched at a special event held at the flagship store in the presence of the entire Odel Management and staff.

VISUAL MERCHANDISING & RETAIL DESIGNKey Focus: Improved visual appeal and greater vivacity to retail experience

In 2011/2012, the strategy for visual merchandising was changed with a view to simplify the shopping experience of the customer whilst also infusing theatrical excitement. Thematic cross merchandising was adopted as a means to prompt purchase of not just one product but a number of complementary products. Older departments were given better focus to deliver strong visual identities with multi-tiered visual merchandising efforts. The retail design department was revamped during the year to deliver greater efficiencies with focus on achieving quick turnaround from design conceptualization for stores to implementation and store launch.

Constant change and innovation to the store identity and visual appeal was a core criteria, with the intention to renovate departments in order to stay fresh and relevant to customer expectations. The mission was to excite customers at every encounter with a constantly changing retail environment and to provide convenience.

As such retail spaces such as Delight and the Ladies Department were revamped with a new visual identity. All new stores were also designed by Odel’s in-house visual merchandising unit.

30 MIND BODY & SOUL


Otara’s vision has been to promote causes

close to her heart - which were animal

welfare and environmental protection to

build a sustainable future for all species.

Over the years Odel has supported several

causes in these areas.

As the Goodwill Ambassador for Habitat

for Humanity in Sri Lanka. Otara has

displayed global empathy. She was

amongst global celebrities and volunteers

from 32 countries who contributed to

the Jimmy & Rosalynn Carter Work

Project in Chiang Mai, Thailand titled

“Mekong 2009”.

ODEL’S SUSTAINABILITY STRATEGY ENCOMPASSES A CROSS-SECTION OF STAkEHOLDERS FROM EMPLOYEES, SUPPLIERS AND INVESTORS TO COMMUNITIES AND THE ENVIRONMENT. OUR PHILOSOPHY FOR SUSTAINABLE BUSINESS IS TO GIVE BACk TO THE COMMUNITY WE LIVE IN; SOMETHING ODEL HAS DONE FROM THE VERY FIRST DAY IT WAS FOUNDED.

SOULSUSTAINABILITY REVIEW


Odel’s sustainability strategy encompasses a cross-section of stakeholders from employees, suppliers and investors to communities and the environment. Our philosophy for sustainable business is to give back to the community we live in; something Odel has done from the very first day it was founded. Otara’s vision has been to promote causes close to her heart - which were animal welfare and environmental protection to build a sustainable future for all species. Over the years ODEL has supported several causes in these areas of focus.

As the Goodwill Ambassador for Habitat for Humanity in Sri Lanka, Otara has displayed global empathy. She was amongst global celebrities and volunteers from 32 countries who contributed to the jimmy & Rosalynn Carter Work Project in Chiang Mai, Thailand titled “Mekong 2009”. The project built or repaired 166 homes in Thailand, Vietnam, China, Cambodia and Laos, all countries along the Mekong River. She inspires Odel to make a difference, changing the way we do business to enhance sustainable returns to our stakeholders. Her personal vision inspires each of Odel’s team members to become leaders in contributing to sustainability in their own right, and it is this inspiration that has culminated in the creation of a business that forges the commerce of retail with greater good to humanity, environment and communities.

As one of the leading brands in Sri Lanka, and a retailer of international repute, Odel holds the power of influence in its hands. As a conscientious business, Odel has put this power to good use and inspired and motivated people to act sustainably. For us at Odel, it’s not just about retailing. It’s also about believing in the power of a business to do good and then taking the steps to do so. Odel’s response to retailing entails working with a cross-section of the community from children in need, visually challenged individuals and internally displaced persons to animal welfare. We have identified the vast potential that exists to make a difference, which is why we encapsulated our corporate responsibility efforts under one umbrella – the Odel Foundation, which was established in 2001. Our campaigns are implemented with emphasis placed on initiative, feasibility and end result.

We spearheaded many causes over the years, identifying key issues and tackling them with a hands-on-approach. We have been, over the years, intrinsically involved in providing relief to the victims of natural disasters, and constructed housing for affected families. Our forest conservation efforts, invasive plant eradication programme at Bundala National Park and beach clean-up drives have inspired and stimulated participation by the public. Its support of the baby elephant adoption projects and save the leopard programmes have created awareness of these two species and inspired many to assist towards their conservation.

SUSTAINABLE BUSINESS

32 MIND BODY & SOUL

Embark completed five years of promoting care, humane reduction of population and re-homing of street dogs in March 2012. Up to date, Embark has been responsible for nearly 20,000 interventions on behalf of homeless dogs and been instrumental in creating awareness in the community about their needs. Over the course of the last five years, Embark has sterilised, vaccinated and treated over 10,000 dogs and found homes for more than 600 homeless puppies. Embark has also conducted 16 education and awareness programmes and five fund raising projects in its first five years.

Launched in March 2007, Embark’s mission is to have the streets of Colombo free of stray dogs and give all dogs a home, the love and respect they deserve. It is a unique initiative since it is a self-funded project. Embark’s key focus areas are Sterilisation Campaigns, Saving the Injured Initiatives, Puppy Re-Homing and Awareness Raising and Educational projects around the country. The overall outcome of the project extends beyond animal welfare to one of community safety where Embark’s efforts towards immunization assists in creating a safe and healthy environment free of rabies. In order to raise funds for this and future initiatives, trendy Embark branded merchandise including clothes, accessories, mugs and more are on sale at Odel outlets. One of the principal sources of funding for the programme is the allocation of part of the proceeds from theses sales towards the cause. The brand ‘Embark’ focuses on making the street dog fashionable and calls its followers ‘pashionable people’ -- fashionable people with passion for a good cause.

Activities conducted by Embark encompass several elements that contribute to better management of community animals. The street dog sterilization campaigns focus on the safe neutering of strays and pets, the ‘save the injured’ campaign is an emergency care unit which is on call to search for, rescue and care for injured animals. Embark’s ‘education and awareness’ campaigns aim at educating the public and addressing their fears and ignorance regarding animal welfare.

The programme’s largest Humane Dog Population and Rabies Management project to date was launched during 2011 in Maharagama, in partnership with the Blue Paw Trust and the Medical Officer of Health Maharagama. Focused on sustainability and results, this comprehensive project also conducts primary and secondary school education on bite prevention, rabies, and responsible pet ownership.

“EMBARk”


Supported by the 12 ‘adoption days’ launched by ODEL, 365 community animals were found homes in 2011. The adoption days are carried out at the Odel flagship store where customers are invited to interact and encouraged to participate. The response from the public to the work undertaken by Embark has consistently been overwhelming, as has the love for the Embark brand, which is now synonymous with being fashion forward and making a statement.

ODEL also launched an innovative ‘Charity Weekends’ programme in October 2011, which embraced four causes and supported organisations dedicated to them. As part of the project, Odel provided a portion of proceeds from sales on designated days on weekends in October to the Wildlife Conservation Society of Galle, the Chitra Lane School for the Special Child, the ‘Preethipura’ charity, HelpAge Sri Lanka and Habitat for Humanity Sri Lanka. The respective organisations were also assisted in raising funds, by enabling them to sell their own merchandise at ODEL’s flagship store at Alexandra Place on designated weekends of the month.

“EMBARk”

34 MIND BODY & SOUL

TRANSITIONAL HOMES FOR FLOOD VICTIMS AND PROVIDING SUPPORT AND SHELTERThe rains that came pouring down on the Eastern and North Central provinces in Sri Lanka during the beginning of january 2011 caused damage and destruction to the lives and livelihoods of the people living in those area on a devastating scales. With more than 1 million people having lost their homes either fully or partially to the floods, and livelihood of the families affected for at least the next 6 months, the recovery process was long and arduous.

Under Habitat for Humanity’s initiatives and a request from the government to assist those affected by floods through transitional housing, Odel contributed towards the construction of 60 transitional shelters for communities in the Polonnaruwa district. Odel also donated clothing to flood-affected families in Polonnaruwa and Batticaloa and provided manpower to build a house for a visually impaired family in ja-Ela.

TRANSITIONAL HOMES


Four endangered or threatened species endemic to Sri Lanka - the Sri Lankan Elephant, the Sri Lankan Leopard, the Chestnut-backed Owlet and the Purple-faced Langur – were the focus of a creative awareness campaign conducted by ODEL to mark World Animal Day 2011.

The programme aimed to impart information and awareness among children and adults about these and other endangered endemic animals through interaction at the Odel stores.

Enthusiastic members of the Young Zoologists Association of Sri Lanka provided additional information to visitors on these and other threatened or endangered endemic animals at an information desk within the store.

CONSERVATION THROUGH EDUCATION

36 MIND BODY & SOUL

38 MIND BODY & SOUL

SOULBODY &

MINDFINANCIAL INFORMATION


SOULBODY &

MIND

40 MIND BODY & SOUL

18

11.6%TOTAL ASSETS GROWTH

Rs.3.8BnTURNOVER

STORES


FINANCIAL REVIEW

The Sri Lankan economy grew at 8.3% during 2011. The highest recorded since independence and for the first time above 8% growth was recorded in two successive years. The continued growth momentum manifested in increased disposable income even though the distribution of wealth remained skewed to the urban geography. Per capita income grew to USD 2,836.

The year 2011 has been a wonderful year for Sri Lanka tourism as the arrivals recorded all time high of 855,975 at the end of 2011 with a year on year (YOY) growth of 30.8 %. This is a creditable achievement and the momentum is expected to be maintained in 2012.

The positive economic developments supported a series of focused strategies of Odel to accelerate growth, the success of which will be visible in the Company’s performance in the medium term.

During the year under review Odel PLC posted a turnover of Rs 3.8 billion which is a growth of 15 per cent compared to Rs. 3.3 billion in the previous year. The turnover growth is attributable both to the growth in comparable stores as well to the expansion of the network which took place during the past two years.

ODEL opened new stores in Kandy (May 2011), and Wattala (September 2011) and launched two new-concept ‘LuvSL’ stores in Colombo and Kandy in FY 2011-12. An exclusive Men’s store was also set up in Kandy in the review period.

ODEL now comprises of 16 stores at Alexandra Place, Kohuwala, Maharagama, Mount Lavinia, Moratuwa, Panadura, Nugegoda (Warehouse), Dickman’s Road, ja-ela, Majestic City, Crescat (Backstage), Battaramulla, Kiribathgoda, Kandy, Wattala and at the Bandaranaike International Airport, and two Luv SL stores at the Dutch Hospital complex in Colombo and at Queens Hotel, Kandy.

The costs increased due to the effect of expansion of the network of stores. The administration costs were impacted by increased salary costs and overheads associated with a much larger network of stores. As these stores mature and operations stabilize further, these costs will continue to be recovered more and more, thereby favourably impacting the bottom line.

The inflation during 2011 remained low. However towards the end of the financial year inflation began to rise. The combined effects of higher oil prices and energy costs will impact the company in 2012.

The investment in expansion of the network resulted in higher finance costs, which grew 64 per cent to Rs 110 million in the year. The low interest rate regime which prevailed during the year benefited the company. During the year the tenure of borrowings shifted to longer term to better reflect the nature of asset financed.

The impact of the cost increase was partly offset by the income tax rate applicable to the Company decreasing from 33% in 2010/11 to 28% in 2011/12. Thus Income tax for the 12 months reduced by 57 per cent to Rs 62.4 million.

Total debt as at 31st March 2012 increased by 34.6 per cent to Rs.1,252 million up from Rs. 930 million in the previous year. The considerable increase is due to funds acquired for the implementation of a range of initiatives to expand the current scope of business. In the medium to long term, these initiatives will lay the foundation for consistent future growth.

Total Assets recorded a 11.6 per cent growth to reach a valuation of Rs. 3.5 billion, increasing from Rs. 3.1 billion in 2010/2011. The appreciation of total assets is largely in consequence to strategic investments made during the financial year.

Return on Assets reduced from 13.5 per cent in the previous year to 10.7 per cent whilst a Return on Equity also demonstrates a downward movement from 12.8 per cent to 11.5 per cent.

Net margin has reduced from 6.3 per cent to 5.3 per cent during the year and pre-tax profit margin also demonstrated a reduction from 10.7 per cent to 6.9 per cent in 2011/2012.

On the basis of these results, the Board of Directors of ODEL has declared a final dividend of 25 cents per share for the year. Together with an interim dividend paid earlier in the year, this amounts to a distribution of 50 cents per share for 2011-12.

Overall, the Company witnessed strong and consistent top line growth throughout the financial year with its strategy of expanding the reach paving the way for wider geographical presence. Through these investments in expansion, the Company has effectively increased its accessibility and exposure to new target markets in the urban and semi-urban localities around Greater Colombo. In totality the expansion strategy is seen as the core driver of growth in the medium term whilst in the long term the Company will determine a business model that encapsulates varied retail opportunities.

The results are closely monitored and reviewed against plans and budgets to understand the performance of the company and cost management is viewed as a priority in 2012. The risks associated with the business model and its financing structure is reviewed and managed continuously.

Future growth and value generation will also depend on the growth of the economy and the growth of inherently critical industries such as Tourism. In going forward, Odel PLC will look to pre-empt market dynamics and to leverage opportunities arising as a result of economic and social development.

Rs.3.8Bn

42 MIND BODY & SOUL

ANNUAL REPORT OF THE DIRECTORS ON THE STATE OF AFFAIRS OF ODEL PLC

The Directors present their report to the members together with the audited Financial Statements of Odel PLC and Consolidated Financial Statements of the group for the year ended 31st March 2012.

PRINCIPLE ACTIVITYThe principle activity of the Company during the year was fashion retailing offering its customers a total shopping experience. There have been no significant changes in the activities of the company during the year under review.

GOING CONCERNThe Board of Directors is satisfied that the Company has the adequate resources to continue its operations in the foreseeable future. Accordingly, the Financial Statements are prepared based on the Going Concern assumption.

GROUP REVENUEThe revenue of the Group during the year was Rs 3,818,637,750 (2011 - Rs 3,308,108,012). An analysis of the revenue is given in Note No 3 to the Financial Statements.

GROUP EMPLOYMENTThe Group had employed 886 persons as at 31st March 2012.

DIVIDENDSThe Company paid an Interim Dividend of Rs.0.25 per share for the financial year ended 31st March 2012 to shareholders on 11th November 2011, and declared a final dividend of further 25 cents on 23rd May 2012.

STATEMENT OF SOLVENCYBased on the audited Financial Statements for the year ended 31st March 2012 the Board is of the opinion that the company is in a position to pay debts in the normal course of business and the value of company’s net assets is in excess of its stated capital.

RESERVESTotal Group Reserves as at 31st March 2012, amounted to Rs 1,501,418,097/= (2011 – Rs 1,371,437,240 /=). The movements of the Reserves during the year are shown in the Statement of Changes in Equity on page no 50.

PROPERTY, PLANT & EQUIPMENTThe total net capital expenditure on acquisition of Property, plant and equipment during the year including finance leased assets amounted to Rs 290,511,072/= (2010/11 - Rs 392,071,293/=). The details of Property, plant and equipment are given in Note 4 to the Financial Statements.

STATUTORY PAYMENTSThe Directors, to the best of their knowledge and belief, confirm that all payments in respect of statutory liabilities to Employees and to the Government have been made within the stipulated period during the financial year 2011/12.

CORPORATE DONATIONSThe Company has donated 2,733,211 during the year to Odel Foundation which carries out the CSR activities of the group. Apart from the above the group has made other donations of Rs1, 410,000

COMPANY RECORDSThe Directors have disclosed the nature and extent of their relevant interest in shares issued by the Company and interest in transactions or proposed transactions with the Company during the year, to the Board of the Company and such information have been duly entered in the Interest Register of the Company which is a part and parcel of this Annual Report. All the Company Records that are required to maintain under the provisions of the Act have also been properly maintained.

DIRECTORATEThe Directors of the Company as at 31st March 2012.

Mr. Ruchi Hubert Gunewardene – Chairman/Non Executive DirectorMs. Otara Del Gunewardene – Executive Director/CEOMr. Paul Topping – Non Executive Independent DirectorMr. Sanjay Sumanthri Kulatunga – Non Executive Independent DirectorMr. Atulugamage Damian Eardley Ignatius Perera – Non Executive Independent Director

DIRECTOR’S SHARE HOLDINGSThe Directors’ holding of number of ordinary shares of the Company as at 31st March 2012 and as at the date of this report is as follows:

Name of the Director As at 31st March 2011

As at 31st March 2012

Mr. Ruchi Hubert Gunewardene 1,000,000 1,000,000Ms. Otara Del Gunewardene 80,833,100 80,833,100Mr. Paul Topping Nil NilMr. Sanjay Sumanthri Kulatunga Nil NilMr. Atulugamage Damian Eardley Ignatius Perera

Nil Nil

DIRECTORS’ INTEREST IN CONTRACTSDirectors’ interest in contracts of the Company is disclosed in Note 23 to the Financial Statement, and has been declared at meetings of the Directors and entered in the Interest Register of the Company. The Directors have no direct or indirect interest in any other contract or proposed contract with the Company.


CORPORATE GOVERNANCEThe Board of Directors has acknowledged the responsibility to ensure good governance in conducting the business activities of the company. Further independent directors have been appointed to the Board and Board Committees have been set up as follows.

Audit CommitteeMr. Sanjay Sumanthri Kulatunga (Chairman)Mr. Paul ToppingMr. Ruchi Hubert Gunewardene

Remuneration CommitteeMr. Ruchi Hubert Gunewardene – ChairmanMr. Atulugamage Damian Eardley Ignatius Perera Mr Paul ToppingMr. Sanjay Sumanthri Kulatunga

Name of the Director Board MeetingsMeetings held Meetings attended

Ms.Otara Del Gunewardene 5 5Mr. Ruchi Hubert Gunewardene 5 5Mr. Paul Topping 5 5Mr. Sanjay Sumanthri Kulatunga 5 5Mr. Atulugamage Damian Eardley Ignatius Perera

5 5

RISK MANAGEMENTAs part of governance processes the Board on a continuous basis reviews and evaluates the internal controls and risks of the company and takes any measures required to mitigate the risks.

CONTINGENT LIABILITIES AND COMMITMENTSTo the best of knowledge and information available to the Board there are no contingencies or commitments, except for the items that are listed on note no 22 to the financial statements.

EVENTS AFTER THE BALANCE SHEET DATENo circumstances have arisen and no material events have occurred during the period between the Balance Sheet date and Directors signing of Accounts that require disclosure or adjustment to the Financial Statements, except for the items that are listed on note no 25 to the financial statements.

AUDITORSIn accordance with the Companies Act No. 7 of 2007, resolution proposing the re-appointment of Messrs. Ernst and Young, Chartered Accountants, as Auditors to the Company will be submitted at the Annual General Meeting.

By Order of the Board of

Odel PLC

(sgd.) (sgd.) (sgd.) Ruchi Gunewardene Otara Gunewardene S S P Corporate Services (Private) Limited Chairman Director/CEO Secretaries

23 May 2012

44 MIND BODY & SOUL

THE STATEMENT OF DIRECTORS’ RESPONSIBILITY

The responsibility of the Directors in relation to the financial statements is set out in this statement. The responsibility of the auditors, in relation to the financial statements prepared in accordance with the provisions of the Companies Act No 7 of 2007, is set out in the Report of the Auditors.

The financial statements comprise of:

• abalancesheet,whichpresentsatrueandfairviewofthestateofaffairsofthe company and its subsidiaries as at the end of the financial year; and

• anincomestatementofthecompanyanditssubsidiaries,whichpresentsatrue and fair view of the profit/loss of the company and its subsidiaries for the financial year.

The directors are required to confirm that the financial statements have been prepared;

• usingappropriateaccountingpolicieswhichhavebeenselectedandappliedina consistent manner, and material departures, if any, have been disclosed and explained; and

• presentedinaccordancewiththeSriLankaAccountingStandards;and that

• reasonableandprudentjudgementsandestimateshavebeenmadesothattheform and substance of transactions are properly reflected; and

• providetheinformationrequiredbyandotherwisecomplywiththeCompaniesAct and the Listing Rules of the Colombo Stock Exchange.

The directors are also required to ensure that the company has adequate resources to continue in operation to justify applying the going concern basis in preparing these financial statements.

Further, the directors have a responsibility to ensure that the company maintains sufficient accounting records to disclose, with reasonable accuracy the financial position of the company and of the group.

The directors are also responsible for taking reasonable steps to safeguard the assets of the company and of the group and in this regard to give proper consideration to the establishment of appropriate internal control systems with a view to preventing and detecting fraud and other irregularities

The directors are required to prepare the financial statements and to provide the auditors with every opportunity to take whatever steps and undertake whatever inspections that may be considered being appropriate to enable them to give their audit opinion.

Further, as required by Section 56 (2) of the Companies Act No 7 of 2007, the Board of directors has confirmed that the company, based on the information available, satisfied the solvency test immediately after the distribution, in accordance with Section 57 of the Companies Act no 7 of 2007, The board of directors has obtained certificates from the auditors, prior to declaring an interim dividend of cents 25 per share (paid on 11th November 2011) and a final dividend of cents 25 per share (to be paid on 14 june 2012) in respect of 2011/12.

The directors are of the view that they have discharged their responsibilities as set out in this statement.

Compliance ReportThe directors confirm that to the best of their knowledge, all taxes, duties and levies payable by the company and its subsidiaries, all contributions, levies and taxes payable on behalf of and in respect of the employees of the company and its subsidiaries, and all other known statutory dues as were due and payable by the company and its subsidiaries as at the balance sheet date have been paid, or where relevant provided for.

By Order of the Board

(sgd.)SSP Corporate Services (Pvt) Ltd

Secretaries

23 May 2012


REPORT OF THE REMUNERATION COMMITTEE

Composition and Charter of the Remuneration Committee The Remuneration Committee comprises of the following Directors as at the year-end:• Mr.RuchiHubertGunewardene-Chairman• Mr.SanjaySumanthriKulatunga• Mr.PaulTopping• Mr.AtulugamageDamianEardleyIgnatiusPerera

The responsibilities of the Remuneration Committee include,• Reviewingtheremunerationpolicyofthecompanywhichisdevelopedto

ensure a competitive and reasonable remuneration package based on market and industry factors and performance of the employees.

• RecommendingtotheBoardofDirectorstheremunerationoftheChiefExecutive Officer of the Company.

• Ensuringthattheremunerationpackagesofemployeesarelinkedtoindividualperformance, responsibility, expertise and contribution.

• Ensuringformalandtransparentprocedureisadoptedinimplementingtheremuneration policy of the Company.

Remuneration Committee Meetings The Committee held 2 meetings during the year under review during which the remuneration policy of the company was drawn up and approved by the Board.

Name of the Director Remuneration Committee MeetingsMeetings held Meetings attended

Mr. Ruchi Hubert Gunewardene 2 2Mr. Paul Topping 2 2Mr. Sanjay Sumanthri Kulatunga 2 2Mr. Atulugamage Damian Eardley Ignatius Perera

2 2

The aggregate remuneration paid to executive and non executive Directors is disclosed in page 69 of the Annual Report.

(sgd.)Ruchi Hubert Gunewardene Chairman – Remuneration Committee 23 May 2012

46 MIND BODY & SOUL

REPORT OF THE AUDIT COMMITTEE

Composition of the Audit Committee The Audit Committee, appointed by and responsible to the Board of Directors, comprises three Non-Executive Directors, two of whom are independent. The Committee is made up of members who bring their varied expertise and knowledge to effectively carry out their duties. Members of the Committee are;• Mr.SanjaySumanthriKulatunga-Chairman• Mr.PaulTopping• Mr.RuchiHubertGunewardene

The functions of the Audit Committee are governed by an Audit Committee Charter, which is reviewed annually.

Objectives and Role of the Audit Committee The main objective of the Audit Committee is to assist the Board of Directors to discharge its duties effectively and efficiently. Accordingly, the role of the Audit Committee can be described in detail as follows:•Toensurethataproperfinancialreportingsystemisinplaceinordertopresent

accurate and timely financial information to the Board of Directors, regulators and shareholders and that these are prepared in accordance with Sri Lanka Accounting Standards (SLAS), Companies Act No. 07 of 2007 and other relevant laws and regulations.

•ToensuretheeffectivenessoftheCompany’sinternalcontrolsanditsriskmanagement processes to comply with the requirements of the Sri Lanka Auditing Standards.

•ToassesstheindependenceoftheExternalAuditorsandmonitortheperformance of Internal and External Auditors.

•TorecommendtotheBoardtheappointmentoftheexternalauditorsanddetermine their remuneration.

Meetings The Committee held 4 meetings during the year under review.

Name of the Director Audit Committee MeetingsMeetings held Meetings attended

Mr. Ruchi Hubert Gunewardene 4 4Mr. Paul Topping 4 4Mr. Sanjay Sumanthri Kulatunga 4 4

Summary of Activities Financial Reporting

The Committee reviewed the Financial Reporting System to ensure the accuracy and timeliness of the Financial Statements published. The Committee also reviewed the half year and year-end Financial Statements prior to publication, in order to ensure that the disclosure requirements stated in the Sri Lanka Accounting Standards, Companies Act No. 07 of 2007 and other relevant laws and regulations were complied with and that the Company’s Accounting Policies were consistently applied.

Internal Audit During the year, the Audit Committee reviewed the report on systems audit carried out by a firm of Chartered Accountants and the management responses to the same. The Committee reviewed the progress of implementation of recommendations in the report.

External Audit The Committee met the External Auditors prior to approving the year end financial statements and satisfied that the external auditors were given adequate access to whatever information they needed for the audit. The committee also reviewed the status of the independence of external auditors.

Conclusion Based on the review of reports submitted by the External and Internal Auditors and the information obtained the Audit committee is satisfied that the system of internal controls in place provide reasonable assurance to the Directors of the financial position of the company and it is regularly monitored and that steps are being taken to continuously improve the internal control and risk management framework of the Company.

The Audit Committee has determined that Messrs Ernst & Young are independent on the basis that they do not participate in any management activity of the company and recommend to the Board of Directors that Messers Ernst & Young be reappointed as statutory Auditors for the financial year ending 31st. March, 2013, subject to approval by the Shareholders at the Annual General Meeting.

(sgd.)Sanjay Sumanthri Kulatunga Chairman – Audit Committee 23 May 2012


INDEPENDENT AUDITOR’S REPORT

INDEPENDENT AUDITOR’S REPORTTO THE SHAREHOLDERS OF ODEL PLC

Report on the Financial StatementsWe have audited the accompanying financial statements of Odel PLC (“Company”), the consolidated financial statements of the Company and its subsidiaries, which comprise the balance sheets as at 31 March 2012, and the income statements, statements of changes in equity and cash flow statements for the year then ended, and a summary of significant accounting policies and other explanatory notes.

Management’s Responsibility for the Financial StatementsManagement is responsible for the preparation and fair presentation of these financial statements in accordance with Sri Lanka Accounting Standards. This responsibility includes: designing, implementing and maintaining internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error; selecting and applying appropriate accounting policies; and making accounting estimates that are reasonable in the circumstances.

Scope of Audit and Basis of OpinionOur responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with Sri Lanka Auditing Standards. Those standards require that we plan and perform the audit to obtain reasonable assurance whether the financial statements are free from material misstatement.

An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting policies used and significant estimates made by management, as well as evaluating the overall financial statement presentation.

We have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit. We therefore believe that our audit provides a reasonable basis for our opinion.

OpinionIn our opinion, so far as appears from our examination, the Company maintained proper accounting records for the year ended 31 March 2012 and the financial statements give a true and fair view of the Company’s state of affairs as at 31 March 2012 and its profit and cash flows for the year then ended in accordance with Sri Lanka Accounting Standards.

In our opinion, the consolidated financial statements give a true and fair view of the state of affairs as at 31 March 2012 and the profit and cash flows for the year then ended, in accordance with Sri Lanka Accounting Standards, of the Company and its subsidiaries dealt with thereby, so far as concerns the shareholders of the Company.

Report on Other Legal and Regulatory RequirementsIn our opinion, these financial statements also comply with the requirements of Sections 151(2) and 153(2) to 153(7) of the Companies Act No. 07 of 2007.

23 May 2012Colombo

48 MIND BODY & SOUL

As at 31 March Company Group

Note 2012 2011 2012 2011

Rs. Rs. Rs. Rs.

ASSETS Non-Current Assets Property, plant & equipment 4 1,593,825,759 1,385,726,086 2,124,113,204 1,904,875,545Intangible assets 5 - 2,196,055 13,359,024 12,147,445Investment in subsidiaries 6 379,101,030 389,101,030 - - Goodwill - - - 68,485 1,972,926,789 1,777,023,171 2,137,472,228 1,917,091,475Current Assets Inventories 7 1,054,722,776 993,246,649 1,093,969,250 1,037,004,930 Trade and other receivables 8 222,775,649 150,280,383 228,346,205 154,073,944 Amounts due from related parties 9 46,156,663 141,297,971 - - Income Tax Refund Due 13,358,198 - 13,969,437 - Cash and bank balances 15 23,092,332 19,132,477 25,148,135 25,286,470 1,360,105,618 1,303,957,480 1,361,433,027 1,216,365,344

Total Assets 3,333,032,407 3,080,980,651 3,498,905,255 3,133,456,819

EQUITY AND LIABILITIES Equity Stated capital 10 251,925,000 251,925,000 251,925,000 251,925,000 Revaluation surplus 442,768,163 443,918,263 570,415,036 573,566,440 Retained earnings 776,290,767 700,099,064 931,003,061 797,870,800 Total Equity 1,470,983,930 1,395,942,327 1,753,343,097 1,623,362,240 Non-Current Liabilities and Deferred Income Long term interest bearing borrowings 11 576,112,670 322,411,942 576,112,670 322,411,942 Deferred tax liabilities 19.2 34,864,545 39,328,142 34,798,357 39,380,476 Retirement benefit liability 12 26,990,007 23,174,999 32,266,810 26,314,242 637,967,222 384,915,083 643,177,837 388,106,660

Current Liabilities Trade and other payables 13 403,604,239 435,604,737 426,531,057 444,498,761 Amounts due to related parties 14 144,623,752 190,075,998 - - Income tax payable - 67,176,092 - 70,222,745 Current portion of interest bearing borrowings 11 675,853,264 607,266,413 675,853,264 607,266,413 1,224,081,255 1,300,123,240 1,102,384,321 1,121,987,919

Total Equity and Liabilities 3,333,032,407 3,080,980,651 3,498,905,255 3,133,456,819 - - -Net asset per share Rs.10.15 Rs.9.63 Rs.12.10 Rs.11.20

These financial statements are in compliance with the requirements of the Companies Act No :07 of 2007.

(sgd.)Ruwan WijeratneGeneral Manager - FinanceThe board of directors is responsible for the preparation and presentation of these Financial Statements. Signed for and on behalf of the board by

(sgd.) (sgd.) R. H. Gunewardene O. D. GunewardeneChairman Director/CEO

The accounting policies and notes on page 52 through 73 form an integral part of the Financial Statements.23 May 2012Colombo

BALANCE SHEET


For the year ended 31st March Company Group

Note 2012 2011 2012 2011

Rs. Rs. Rs. Rs.

Turnover 3 3,816,515,346 3,305,402,432 3,818,637,750 3,308,108,012 Cost of sales (2,338,913,868) (2,069,527,688) (2,341,807,704) (2,061,476,370) Gross profit 1,477,601,478 1,235,874,744 1,476,830,046 1,246,631,642 Other income 16 97,664,657 101,568,509 100,149,102 96,821,133 Distribution expenses (229,688,072) (182,099,519) (229,852,444) (182,586,480) Administrative expenses (1,025,931,774) (758,192,942) (972,033,198) (739,325,408) Finance expenses 17 (110,577,427) (67,335,951) (110,612,840) (67,360,102) Profit before tax 18 209,068,861 329,814,842 264,480,667 354,180,785 Income tax expense 19 (61,999,519) (138,367,403) (62,472,071) (145,271,036) Profit for the year 147,069,342 191,447,439 202,008,596 208,909,749

Attributable to: Equity holders of the parent 202,008,596 208,909,749

Minority interest - - 202,008,596 208,909,749 Basic Earning Per Share 20 Rs.1.39 Rs.1.49

The accounting policies and notes on page 52 through 73 form an integral part of the Financial Statements.

STATEMENT OF INCOME

50 MIND BODY & SOUL

Company Revaluation Stated Retained Total

Reserve Capital Earnings

Rs. Rs. Rs. Rs.

Balance as of 01st April 2010 442,885,640 1,425,000 542,493,084 986,803,724 Issue of share capital - 250,500,000 - 250,500,000 Deferred tax impact on revaluation reserve- building 3,428,664 - - 3,428,664 Revaluation surplus transferred to retained earnings (2,396,041) - 2,396,041 - Net profit for the year - - 191,447,439 191,447,439 Dividends - - (36,237,500) (36,237,500) Balance as of 01st April 2011 443,918,263 251,925,000 700,099,064 1,395,942,327 Deferred tax impact on revaluation reserve- building 447,261 - - 447,261 Revaluation surplus transferred to retained earnings (1,597,361) - 1,597,361 - Net profit for the year - - 147,069,342 147,069,342 Dividends - - (72,475,000) (72,475,000) Balance as of 31st March 2012 442,768,163 251,925,000 776,290,767 1,470,983,930

Group Revaluation Stated Retained Total

Reserve Capital Earnings

Rs. Rs. Rs. Rs.Balance as of 01st April 2010 575,535,774 1,425,000 619,800,546 1,196,761,319 Issue of share capital - 250,500,000 - 250,500,000 Deferred tax impact on revaluation reserve- building 3,428,664 - - 3,428,664 Revaluation surplus transferred to retained earnings (5,397,998 ) - 5,397,998 - Net profit for the year - - 208,909,749 208,909,749 Dividends - - (36,237,493) (36,237,493) Balance as of 01st April 2011 573,566,440 251,925,000 797,870,800 1,623,362,240 Deferred tax impact on revaluation reserve- building 447,261 - - 447,261 Revaluation surplus transferred to retained earnings (3,598,665) - 3,598,665 - Net Profit for the year - - 202,008,596 202,008,596 Dividends - - (72,475,000) (72,475,000) Balance as of 31st March 2012 570,415,036 251,925,000 931,003,061 1,753,343,097


STATEMENT OF CHANGES IN EQUITY


CASH FLOW STATEMENT


Note 2012 2011 2012 2011 Rs. Rs. Rs. Rs.

CASH FLOWS FROM / (USED IN) OPERATING ACTIVITIES Net profit before Income Tax Expense 209,068,861 329,814,842 264,480,667 354,180,785 Adjustments for Depreciation 4.1.3 67,179,838 54,553,733 78,383,185 64,333,471 Intangible assets amortization 5. 798,404 1,291,990 6,361,078 6,128,812 Finance costs 17. 110,077,189 66,724,707 110,112,602 66,748,858 Profit on disposal of property, plant & equipment (29,923) (595,728) (29,923) (595,728) Loss on disposal of subsidiary 458,500 - - - Amortization of goodwill - - 68,485 - Lease interest 500,238 611,244 500,238 611,244 Dividend received (1,684,353) (4,566,600) - - Provision for defined benefit plans 5,530,827 (5,668,225) 7,696,437 (4,814,392)

Operating profit before working capital changes 391,899,581 442,165,963 467,572,769 486,593,050 Decrease/(Increase) in inventories (61,476,127) (348,075,918) (56,964,320) (383,237,096) (Increase)/ Decrease in trade and other receivables (72,495,266) (27,382,575) (74,272,261) (26,715,078) (Increase)/Decrease in dues from related parties 113,833,235 (65,384,967) - - (Increase)/Decrease in dues to related parties (45,452,246) 57,546,965 - - Decrease in trade and other payables (32,000,498) (82,312,012) (17,967,704) (85,616,853)

Cash generated from operations 294,308,679 (23,442,544) 318,368,483 (8,975,977) Finance costs paid 17. (110,077,189) (66,724,707) (110,112,602) (66,748,858) Defined benefit plan costs paid (1,715,819) (518,443) (1,743,869) (602,548) Income tax paid (153,507,746) (94,642,413) (157,756,712) (102,433,986)Net cash from/(used in) operating activities 29,007,925 (185,328,107) 48,755,301 (178,761,369)

CASH FLOWS FROM / (USED IN) INVESTING ACTIVITIES Acquisition of property, plant & equipment 4.1.1 (293,971,439) (129,602,694) (297,620,845) (394,138,353) Investment in equity shares of subsidiaries (271,000,000) - (357,609) Acquisition of intangible assets (3,152,332) (978,024) (7,572,656) (4,820,685) Dividend received 1,684,353 4,566,600 - - Proceeds from disposal of investment 9,541,500 - - - Proceed from disposal of intangible assets 4,549,983 - - - Proceed from disposal of fixed assets 29,923 1,302,719 29,922 1,302,719 Net cash flows from/(used in) investing activities (281,318,013) (395,711,399) (305,163,578) (398,013,928)

CASH FLOWS FROM / (USED IN) FINANCING ACTIVITIES Repayment of interest bearing borrowings 11.1 (1,845,690,372) (398,767,616) (1,845,690,372) (398,767,616) Proceeds from share issue - 250,500,000 - 250,500,000 Lease rental paid (1,330,476) (1,330,476) (1,330,476) (1,330,475) Proceeds from interest bearing borrowings 11.1 2,076,185,193 695,079,803 2,076,185,193 695,079,803 Dividends paid (65,517,400) (36,237,500) (65,517,400) (36,237,493) Net cash flows from/(used in) financing activities 163,646,946 509,244,211 163,646,946 509,244,219

Net increase/(decrease) in cash and cash equivalents (88,663,142) (71,795,295) (92,761,332) (67,531,077)

Cash and cash equivalents at the beginning of the period (341,798,432) (270,003,138) (335,644,438) (268,113,361)

Cash and cash equivalents at the end of the period 15. (430,461,574) (341,798,432) (428,405,770) (335,644,438)


52 MIND BODY & SOUL

1. CORPORATE INFORMATION

1.1 General Parent Company

Odel PLC is a public limited liability company incorporated and domiciled in Sri Lanka. The registered office of the Company is located at No. 475/32, Kotte Road, Rajagiriya and the principal place of business is situated at No. 2&10 Ward Place and No. 5&7 Alexandra Place, Colombo 07.

Subsidiaries

Odel Properties (Pvt) Ltd

Odel Properties (Pvt) Limited is a limited liability company incorporated and domiciled in Sri Lanka. The registered office of the Company is located at No. 475/32, Kotte Road, Rajagiriya and the principal place of business is situated at no. 475/32, Kotte Road, Rajagiriya.

Odel Lanka (Pvt) Ltd

Odel Lanka (Pvt) Limited is a limited liability company incorporated and domiciled in Sri Lanka. The registered office of the Company is located at No.475/32, Kotte Road, Rajagiriya and the principal place of business is situated at No. 271, Kaduwela Road, Thalangama, Battaramulla.

Odel Information Technology Services (Pvt) Ltd

Odel Information Technology Services (Pvt) Ltd is a limited liability company incorporated and domiciled in Sri Lanka. The registered office of the Company is located at No.475/32, Kotte Road, Rajagiriya and the principal place of business is situated at No. 475/32, Kotte Road, Rajagiriya.

Odel Apparels (Pvt) Ltd

Odel Apparels (Pvt) Ltd is a limited liability company incorporated and domiciled in Sri Lanka. The registered office of the Company is located at No.475/32, Kotte Road, Rajagiriya and the principal place of business is situated at No. 71/3, Kamatawatte Road, Rajagiriya.

Otone (Pvt) Ltd

Otone (Pvt) Ltd is a limited liability company incorporated and domiciled in Sri Lanka. The registered office of the Company is located at No.38, Dickmans Road, Colombo -05.

BSL International (Pvt) Ltd

BSL International (Pvt) Ltd is a limited liability company incorporated and domiciled in Sri Lanka. The registered office of the Company is located at No.38 Dickmens Road, Colombo 05, and the principal place of business is situated at P.O.Box 5, Export Processing Zone, Katunayake.

1.2 Principal Activities and Nature of Operations Parent Company

During the year, the principal activities of the Company were to carry out fashion retail activities.

Subsidiaries Odel Properties (Pvt) Ltd

During the year, the principal activities of the Company were to carry out real estate activities in relation to retail business.

Odel Lanka (Pvt) Ltd

Principal activities of the Company are to operate a Shopping complex/ retail mall and the operations have not yet commenced.

Odel Apparels (Pvt) Ltd

During the year, the principal activities of the Company were to manufacture and supply Garments to the group.

Otone (Pvt) Ltd

The company has been liquidated on 6th April 2011.

BSL International (Pvt) Ltd

During the year, the principal activities of the Company were to import and export fashion accessories.

Odel Information Technology Services (Pvt) Ltd

During the year, the principal activities of the Company were to provide information technology infrastructure and maintenance services for the group of companies.

1.3 Date of Authorization for Issue The Financial Statements of Odel PLC for the year ended 31 March 2012

was authorized for issue on 23rd May 2012 by the Board of Directors.

2. BASIS OF PREPARATION

2.1 Basis of Measurement The financial statements have been prepared on a historical cost basis. The

financial statements are presented in Sri Lankan Rupees. The preparation and presentation of these financial statements are in compliance with the Companies Act No. 07 of 2007.

2.1.1 Statement of Compliance

The balance sheet, statements of income, statement of changes in equity and statement of cash flow, together with the accounting policies and notes, (“Financial Statements”) Consolidated Financial Statements of the Group and the Company as at 31st March 2012 and for the year then ended comply in all material aspects with the applicable Sri Lanka Accounting Standards.

2.1.2 Going Concern

The Directors have made an assessment of the Company’s ability to continue as a going concern and they do not intend either to liquidate or to cease trading.

NOTES TO THE FINANCIAL STATEMENTS


2.1.3 Comparative Information

The accounting policies have been consistently applied by the Group and, are consistent with those used in the previous year except for reclassification of certain expenses for better presentation as discussed in note 24.

2.1.4 Foreign Currency Translation

The Financial Statements are presented in Sri Lankan Rupees, which is the Group’s functional and presentation currency. Transactions in foreign currencies are initially recorded at the functional currency rate ruling at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are retranslated at the functional currency rate of exchange ruling at the balance sheet date.

All differences are taken to profit or loss. Nonmonetary items that are measured in terms of historical cost in a foreign currency are translated using the exchange rates as at the dates of the initial transactions. Non-monetary items measured at fair value in a foreign currency are translated using the exchange rates at the date when the fair value was determined.

2.1.5 Basis of Consolidation

The Consolidated Financial Statements include the results, assets and liabilities of Odel PLC, Odel Lanka (Pvt) Ltd, Odel Information Technology Services (Pvt) Ltd, Odel Properties (Pvt) Limited, Odel Apparels (Pvt) Ltd & BSL International (Pvt) Ltd (“Group”), made up to 31st March 2012 which is its financial year end.

Control means the ability or power of the Company to dominate decision making directly or indirectly in relation to financial and operating policies of another company to enable that other company to operate with it in pursuing the objectives of the controlling company.

All intra- Group balances, transactions and profits are eliminated on consolidation. The interest of the outside shareholders in net assets and the proportion of the profit and loss are stated separately in the consolidated balance sheet under the heading “Minority Interest”.

In the Separate Financial Statements of the company the investments in subsidiaries are accounted for at cost. Income is recognized only to the extent that dividends are received from those investments.

2.1.6 Effect of Sri Lanka Accounting Standards that have been issued but not yet effective

The Odel PLC will be adopting the new Sri Lanka Accounting Standards comprising of LKAS and SLFRS applicable for financial periods commencing from 01 April 2012 as issued by the Institute of Chartered Accountants of Sri Lanka.

The Odel PLC has commenced reviewing its accounting policies and financial reporting in readiness for the transition. As the Odel PLC has a 31st March year end, priority has been given to considering the preparation of an opening Balance Sheet in accordance with the new SLASs as at 01 April 2012.

This will form the basis of accounting for the new SLASs in the future, and is required when the Odel PLC prepares its first new SLAS compliant Financial Statements for the year ending 31 March 2013. Set out below are the key areas where accounting policies will change and may have an impact on the Financial Statements of the Odel PLC. The Odel PLC is in the process of quantifying the impact on the Financial Statements arising from such changes in accounting policies.

a) SLFRS 1 - “First Time Adoption of Sri Lanka Accounting Standards” requires the Odel PLC to prepare and present opening new SLFRS Financial Statements at the date of transition to new SLAS. The Odel PLC shall use the same accounting policies in its opening new SLAS Financial Statements and throughout all periods presented in its first new SLAS Financial Statements. Those accounting policies should comply with each new SLAS effective at the end of 31 March 2013.

b) LKAS 1 - “Presentation of Financial Statements” requires an entity to present, in a statement of changes in equity, all owner changes in equity. All non-owner changes in equity are required to be presented in one statement of comprehensive income or in two statements (a separate income statement and a statement of comprehensive income).

Components of comprehensive income are not permitted to be presented in the statement of changes in equity. The standard also requires the Odel PLC to disclose information that enables users of its Financial Statements to evaluate the entity’s objectives, policies and processes for managing capital..

c) LKAS 16 - “Property Plant and Equipment” requires Odel PLC to initially measure an item of Property, Plant and Equipment at cost, using the cash price equivalent at the recognition date. If payment is deferred beyond normal credit terms, the difference between the cash price equivalent and the total payment is recognised as interest over the period, unless such interest is capitalised in accordance with LKAS 23 - “Borrowing Costs”.

All site restoration costs and other environmental restoration and similar costs must be estimated and capitalised at initial recognition, in order that such costs can be depreciated over the useful life of the asset. The standard requires depreciation of assets over their useful lives, where the residual value of assets is deducted to arrive at the depreciable value. It also requires that significant components of an asset be evaluated separately for depreciation.

d) LKAS32 - “Financial Instruments: Presentation”, LKAS 39 - “Financial Instruments: Recognition and Measurement” and SLFRS 7 - “Financial Instruments: Disclosures” will result in changes to the current method of recognising financial assets, financial liabilities and equity instruments. The standard will require measurement of financial assets and financial liabilities at fair value at initial measurement. The subsequent measurement of financial assets classified as fair value through profit and loss and available for sale will be at fair value, with the gains and losses routed through the statements of comprehensive income and other comprehensive income respectively.

54 MIND BODY & SOUL

Financial Assets classified as held to maturity and loans and receivables will be measured subsequently at amortised cost. These assets will need to be assessed for any objective evidence of impairment as a result of one or more events that occurred after the initial recognition of the asset (a ‘loss event’) and that loss event (or events) has an impact on the estimated future cash flows of the financial asset or group of financial assets that can be reliably estimated. Financial liabilities will be either classified as fair value through profit or loss or at amortised cost. At present, the Odel PLC does not identify, categorise and measure financial assets and liabilities as per the requirements of the standard

e) LKAS 12 - “Income Tax” requires deferred tax to be provided in respect of temporary differences which will arise as a result of adjustments made to comply with the new SLAS.

f) LKAS 18 - “Revenue” requires the Odel PLC to measure revenue at fair value of the consideration received or receivable. It also specifies recognition criteria for revenue, and the Odel PLC needs to apply such recognition criteria to the separately identifiable components of a single transaction in order to reflect the substance of the transaction.

2.2 Changes in Accounting Policies

The accounting policies adopted are consistent with those of the previous financial year.

2.3 Significant Accounting Judgments, Estimates and Assumptions.

Judgments

In the process of applying the Groups’ accounting policies, management is required to make judgments, apart from those involving estimations, which may have significant effects on the amounts recognized in the Financial Statements.

Further, management is required to consider key assumptions concerning the future and other key sources of estimation uncertainty at the balance sheet date, that have a significant risk of causing a material adjustments to the carrying amounts of assets and liabilities within the next financial year. The respective carrying amounts of such assets and liabilities are as given in related notes to the Financial Statements. The key items as such are discussed below;

Review of Impairment of Assets

The group determined whether assets had been impaired by performing an impairment test. This requires an estimation of the “value in use” of the cash generating units. Estimating a value in use amount requires management to make an estimate of the expected future cash flows from the cash generating unit and also to choose a suitable discount rate in order to calculate present value of those cash flows. This valuation requires the Company to make estimates about expected future cash flows and discount rates, and hence they are subject to uncertainty.

Owner Occupied Properties and Investment Property

In determining if a property qualifies as Investment Property the Group makes a judgment whether the Property generates independent cash flows rather than cash flows that are attributable not only to the property but also other assets. judgment is also applied in determining if ancillary services

are significant, so that a property does not qualify as investment property.

Defined Benefit Plans

The defined benefit obligation and the related charge for the year is determined using actuarial valuations. The actuarial valuation involves making assumptions about discount rates, future salary increases, mortality rates etc. Due to the long-term nature of such obligations these estimates are subject to significant uncertainty. Further details are given in Note 12.

2.4 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES2.4.1 Taxation

a) Current Taxes

Current income tax assets and liabilities for the current and prior periods are measured at the amount expected to be recovered from or paid to the taxation authorities.

The tax rates and tax laws used to compute the amount are those that are enacted or substantively enacted by the balance sheet date. The provision for income tax is based on the elements of income and expenditure as reported in the Financial Statements and computed in accordance with the provisions of the relevant tax legislations.

Current income tax relating to items recognized directly in equity is recognized in equity and not in the income statement.

b) Deferred Taxation

Deferred income tax is provided, using the liability method, on all temporary differences at the balance sheet date between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes. Deferred income tax liabilities are recognized for all taxable temporary differences except

• Wherethedeferredincometaxliabilityarisesfromgoodwillamortizationof an asset or liability in a transaction that is not a business combination and , at the time of the transaction, affects neither the accounting profit nor taxable profit or loss, and

• Inrespectoftaxabletemporarydifferencesassociatedwithinvestmentsin subsidiaries, associates and interests in joint ventures, except where the timing of the reversal of the temporary differences can be controlled and it is probable that the temporary differences will not reverse in the foreseeable future.

Deferred income tax assets are recognized for all deductible temporary differences, carry-forward of unused tax assets and unused tax losses, to the extent that it is probable that taxable profit will be available against which the deductible temporary differences, and the carry forward of unused tax assets and unused tax losses can be utilized. Except

• Wherethedeferredincometaxrelatingtothedeductibletemporarydifferences arises from the initial recognition of an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the accounting profit nor taxable profit or loss, and



• Inrespectofdeductibletemporarydifferencesassociatedwithinvestmentsin subsidiaries, associates and interests in joint ventures, deferred tax assets are only recognized to the extent that it is probable that the temporary differences will reverse in the foreseeable future and taxable profit will be available against which the temporary differences can be utilized. The carrying amount of deferred income tax assets is reviewed at each balance sheet date and reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred income tax asset to be utilized.

Deferred income tax assets and liabilities are measured at the tax rates that are expected to apply to the year when the asset is realized or the liability is settled. Based on tax rates (and tax laws) that have been enacted or substantively enacted at the balance sheet date

c) Sales Tax

Revenues, expenses and assets are recognized net of the amount of sales tax except where the sales tax incurred on a purchase of assets or service is not recoverable from the taxation authorities in which case the sales tax is recognized as a part of the cost of the asset or part of the expense items as applicable and receivable and payable that are stated with the amount of sales tax included. The amount of sales tax recoverable and payable in respect of taxation authorities is included as a part of receivables and payables in the Balance Sheet

2.4.2 Borrowing Costs

Borrowing costs are recognized as an expense in the period in which they are incurred.

2.4.3 Inventories

Inventories are valued at the lower of cost and net realizable value, after making due allowances for obsolete and slow moving items. Net realizable value is the price at which inventories can be sold in the ordinary course of business less the estimated cost of completion and the estimated cost necessary to make the sale. The cost incurred in bringing finished inventories to its present location and condition is accounted using the actual cost (Weighted Average)

2.4.4 Trade and Other Receivables

Trade receivables are stated at the amounts they are estimated to realize net of provisions for bad and doubtful receivables. Other receivables and dues from Related Parties are recognized at cost less provision for bad and doubtful receivables.

2.4.5 Cash and Cash Equivalents

Cash and cash equivalents are defined as cash in hand, demand deposits and short-term highly liquid investments, readily convertible to known amounts of cash and subject to insignificant risk of changes in value. For the purpose of cash flow statement, cash and cash equivalents consist of cash in hand and deposits in banks net of outstanding bank overdrafts. Investments with short maturities i.e. three months or less from the date of acquisition are also treated as cash equivalents.

2.4.6 Intangible Assets

Intangible assets acquired separately are measured on initial recognition at cost. Following intangible assets are carried at cost less any accumulated amortization and any accumulated impairment losses.

Computer Software - Straight line method over 04 Years

Intangible assets with finite lives are amortized over the useful economic life and assessed for impairment whenever there is an indication that the intangible assets may be impaired.

The amortization period and the amortized method for an intangible asset with a finite useful life is reviewed at least at each financial year end. Changes in the expected useful life or the expected pattern of consumption of future economic benefits embodied in the asset is accounted for by changing the amortization period or method, as appropriate, and treated as changing accounting estimates. The amortization expense on intangible assets with finite lives is recognized in the income statement in the expense category consistent with the function of the intangible assets.

2.4.7 Property, Plant and Equipment

Plant and equipment is stated at cost, excluding the costs of day to day servicing, less accumulated depreciation and accumulated impairment in value. Such cost includes the cost of replacing part of the plant and equipment when that cost is incurred, if the recognition criteria are met .Land and buildings are measured at fair value less depreciation on buildings and impairment charged subsequent to the date of the revaluation.

Depreciation is calculated on a straight line basis over the following useful lives of the assets using the applicable rates as follows.

Landscaping over 2 years Buildings over 40 years Lease holds Buildings Over the lease period Equipment over 10 years Fixtures – Air Condition over 10 years Fixtures – Other Over 10 years Furniture over 10 years Office Equipment – Computer Over 05 Years Office Equipment – Other Over 20 Years Shop Fitting – Fixtures Over 10 Years Shop Fittings – Mobile Over 10 Years Motor Vehicle Over 5 Years Motor Vehicle – Finance Lease Over the lease period Building at Valuation – Over 30 Years

Any revaluation surplus is credited to the revaluation reserve included in the equity section of the balance sheet, except to the extent that it reverses a revaluation decrease of the same asset previously recognized in profit or loss, in which case the increase is recognized in profit or loss. Revaluation deficit is recognized in the profit or loss, except to the extent that the deficit directly offsetting previous surplus on the same asset.

56 MIND BODY & SOUL

Accumulated depreciation as at the revaluation date is eliminated against the gross carrying amount of the asset and the net amount is restated to the revalue amount of the asset. Upon disposal, any revaluation reserve relating to the particular asset being sold is transferred to retained earnings.

When each major inspection is performed, its cost is recognized in the carrying amount of the plant and equipment as a replacement if the recognition criteria are satisfied. An item of property, plant and equipment is derecognized upon disposal or when no future economic benefits are expected to flow to the enterprise from its expected use. Any gain or loss arising on de-recognition of the asset (calculated as the difference between the net disposal proceeds and the carrying amount of the asset) is included in the income statement in the year the asset is derecognized. The asset’s residual values, useful lives and methods of depreciation are reviewed, and adjusted if appropriate, at each financial year end.

2.4.8 Lease

a) Finance Leases – where the Company is the Lessee

Property, plant and equipment on finance leases, which effectively transfer to the Company substantially all of the risk and benefits incidental to ownership of the leased assets are capitalised at their fair value or at the present value of the minimum lease payments whichever is lower and disclosed as property, plant and equipment and depreciated over the period the Company is expected to benefit from the use of the leased assets.

The corresponding principal amount payable to the lessor together with the interest, payable over the period of the lease is shown as a liability. Lease payments are apportioned between the finance charges and reduction of the lease liability so as to achieve a constant rate of interest on the remaining balance of the liability. Finance charges that are charged, are reflected in the Income Statement

2.4.9 Investments

a) Long Term Investments

Long term investments are stated at cost. The cost of the investment is the cost of acquisition inclusive of brokerage fees, duties and bank charges.

The carrying amount of long term investments is reduced to recognize a decline other than temporary in the value of investments determined on an individual investment basis.

2.4.10 Investment Properties

Investment properties are measured initially at cost, including transaction costs. The carrying amount includes the cost of replacing part of an existing investment property at the time that cost is incurred if the recognition criteria are met; and excludes the costs of day to day servicing of an investment property.

Investment properties are derecognized when either the asset has been disposed of or when the investment property is permanently withdrawn from use and no future economic benefit is expected from its use. Any gains or losses on the retirement or disposal of an investment property are recognized in the income statement in the year of retirement or disposal.

Transfers are made to investment property when, and only when, there is a change in use, evidenced by the end of owner occupation, commencement of an operating lease to another party or completion of construction or development.

Transfers are made from investment property when, and only when, there is a change in use, evidenced by commencement of owner occupation or commencement of development with a view to sale.

For transfer from investment property to owner occupied property or inventories, the deemed cost of property for subsequent accounting is its fair value at the date of change in use. If the property occupied by the Group as an owner occupied property becomes an investment property, the Group accounts for such property in accordance with the policy stated under property, plant and equipment up to the date of change in use.

For transfer from inventories to investment property, any difference between the fair value of the property at that date and its previous carrying amount is recognized in the income statement when the Group completes the construction or development of a self-constructed investment property, any difference between the fair value of the property at that date and its previous carrying amount is recognized in the income statement.

2.4.11 Impairment of Non-Financial Assets

The Group assesses at each reporting date whether there is an indication that an asset may be impaired. If any such indication exists, or when annual impairment testing for an asset is required, the Group makes an estimate of the asset’s recoverable amount.

An asset’s recoverable amount is the higher of an asset’s or cash-generating unit’s fair value less costs to sell and its value in use and is determined for an individual asset, unless the asset does not generate cash inflows that are largely independent of those from other assets or groups of assets. Where the carrying amount of an asset exceeds its recoverable amount, the asset is considered to be impaired and is written down to its recoverable amount.

In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. In determining fair value less costs to sell, an appropriate valuation model is used. These calculations are corroborated by valuation multiples or other available fair value indicators.

2.4.12 Provisions

Provisions are recognized when the company has a present obligation (legal or constructive) as a result of a past event, where it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation. If the effect of the time value of money is material, provisions are determined by discounting the expected future cash flows at a pre-tax rate that reflects current market assessments of the time value of money and, where appropriate, the risks specific to the liability.



2.4.13 Retirement Benefit Obligations

a) Defined Benefit Plan – Gratuity

Gratuity is a post-employment benefit plan. Provisions have been made for retirement gratuities from the first year of service for all employees in conformity with SLAS 16. However, under the Payment of Gratuity Act No. 12 of 1983, the liability to an employee arises only on completion of five years of continued service. The Company is liable to pay gratuity in terms of relevant statute. In order to meet this Liability, a provision is carried forward in the balance sheet. Up to 31st March 2010, provisions had been made based on the formula method in conformity with SLAS 16.

Based on the Sri Lanka Accounting Standard 16 (Revised 2006) – Employee Benefit, the Company has adopted actuarial valuation method for employee benefit liability calculation as at 31st March 2012. An actuarial valuation is carried out every three years to ascertain the full liability.

The last such valuation is carried out by a qualified actuary as at 31st March 2012.

For Group companies other than Odel PLC, the liability ascertained based on the formula method in conformity with SLAS 16.

Funding Arrangements

The gratuity liability is not externally funded.

b) Defined Contribution Plans – Employees’ Provident Fund & Employees’ Trust Fund

Employees are eligible for Employees’ Provident Fund Contributions and Employees’ Trust Fund Contributions in line with the respective statutes and regulations. The Company contributes 12% and 3% of gross emoluments of employees to Employees’ Provident Fund and Employees’ Trust Fund respectively.

2.4.14 Revenue Recognition

Revenue is recognized to the extent that it is probable that the economic benefits will flow to the Company and the revenue and associated costs incurred or to be incurred can be measured reliably. Revenue is measured at the fair value of the consideration received or receivable net of trade discounts and sales taxes. The following specific criteria are used for the purpose of recognition of revenue.

a) Sale of Goods

Revenue from sale of goods is recognized when the significant risks and rewards of ownership of the goods have been passed to the buyer; with the Company retaining neither continuing managerial involvement to the degree usually associated with ownership, nor effective control over the goods sold.

b) Interest

Interest Income is recognized as the interest accrued (taking into account the effective yield on the asset) unless collectability is in doubt.

c) Dividends

Dividend Income is recognized when the shareholders’ right to receive the payment is established.

d) Rental income

Rental income is recognized on an accrual basis.

e) Others

Other income is recognized on an accrual basis

Net Gains and losses of a revenue nature on the disposal of property, plant & equipment and other non current assets including investments have been accounted for in the income statement, having deducted from proceeds on disposal, the carrying amount of the assets and related selling expenses.

Gains and losses arising from incidental activities to main revenue generating activities and those arising from a group of similar transactions which are not material, are aggregated, reported and presented on a net basis.

2.5.15 Expenditure Recognition

a) Expenses are recognized in the income statement on the basis of a direct association between the cost incurred and the earning of specific items of income. All expenditure incurred in the running of the business and in maintaining the property, plant & equipment in a state of efficiency has been charged to income in arriving at the profit for the year.

b) For the purpose of presentation of the Income Statement the Directors are of the opinion that the function of expenses method presents fairly the elements of the Company’s performance, and hence such presentation method is adopted.

58 MIND BODY & SOUL


2012 2011 2012 2011 Rs. Rs. Rs. Rs.

3. TURNOVER Summary

Sales - local 3,853,150,334 3,343,174,387 3,855,272,739 3,345,879,967 Exports 4,154,557 1,434,865 4,154,557 1,434,865 3,857,304,891 3,344,609,252 3,859,427,296 3,347,314,832 Less:Turnover based tax (40,789,545) (39,206,820) (40,789,546) (39,206,820) 3,816,515,346 3,305,402,432 3,818,637,750 3,308,108,012

4. PROPERTY, PLANT & EQUIPMENT 4.1 Company4.1.1 Gross carrying amounts

Balance Additions Disposals/ Balance As at Acquisitions Revaluations Transfers As at 01-04-2011 Transfers 31-03-2012

At cost Rs. Rs. Rs. Rs. Rs.

Land - 38,359,210 - - 38,359,210 Landscaping 884,560 - - - 884,560 Building - at cost 400,000 82,276,047 - - 82,676,047 Building - lease hold 57,416,334 36,202,303 - (12,174,164) 81,444,473 Office equipment 124,436,840 33,209,147 - (159,235) 157,486,752 Fixtures - other 75,192,806 - - - 75,192,806 Fixtures - air conditions 12,915,663 - - - 12,915,663 Furniture 65,801,502 14,372,403 - - 80,173,905 Computer equipments 42,861,817 4,400,458 - (47,262,275) - Office equipment- other 5,431,661 - - - 5,431,661 Shop fittings - fixtures 150,632,794 83,179,208 - - 233,812,002 Shop fittings - mobiles 25,037,761 2,216,053 - - 27,253,814 Motor vehicles 18,736,590 - - (82,100) 18,654,490 Motor vehicles -lease 4,718,750 - - - 4,718,750 584,467,078 294,214,829 - (59,677,774) 819,004,133

At valuation Land 946,119,000 - - - 946,119,000

Building 97,150,000 - - - 97,150,000 1,043,269,000 - - - 1,043,269,000

Balance Incurred Balance As at during Reclassified / Disposal / As at4.1.2 In the Course of Constructions 01-04-2011 the year Transferred Written off 31-03-2012

Rs. Rs. Rs. Rs.

Capital work in progress 19,367,144 277,867,857 (278,111,246) - 19,123,755 Total Gross Carrying Amount 19,367,144 277,867,857 (278,111,246) - 19,123,755 Total 1,647,103,222 572,082,686 (278,111,246) (59,677,774) 1,881,396,888



4. PROPERTY, PLANT & EQUIPMENT (Contd) Balance Additions Charge for Disposals/ Balance4.1.3 Depreciation as at /Transfers the year/ Transfers as at At Cost 01-04-2011 /Acquisitions Transfers 31-03-2012

Rs. Rs. Rs. Rs. Rs. Landscaping 884,560 - - - 884,560 Building - at cost 16,667 - 1,705,249 - 1,721,916 Building - lease hold 13,983,090 - 9,792,104 (1,669,296) 22,105,898 Office equipment 50,563,105 - 13,031,495 (161,246) 63,433,354 Fixtures - other 48,748,341 - 7,219,787 - 55,968,128 Fixtures - air conditions 11,218,146 - 417,407 - 11,635,553 Furniture 15,591,118 - 7,259,939 - 22,851,057 Computer equipments 37,974,239 - 1,098,967 (39,073,206) - Office equipment- other 1,647,218 - 271,853 - 1,919,071 Shop fittings - fixtures 44,908,593 - 19,155,195 - 64,063,788 Shop fittings - mobiles 14,354,980 - 2,341,284 - 16,696,264 Motor vehicles 15,533,397 - 707,713 (82,100) 16,159,010 Motor vehicles -lease 1,101,042 - 943,750 - 2,044,792 256,524,496 - 63,944,743 (40,985,848) 279,483,391

At valuation Building 4,852,643 - 3,235,095 - 8,087,738 4,852,643 - 3,235,095 - 8,087,738 Total 261,377,139 - 67,179,838 (40,985,848) 287,571,129

4.1.4 Net Book Value

2012 2011

At Cost Rs. Rs Land 38,359,210 - Landscaping - - Building 80,954,131 383,333 Building - lease hold 59,338,575 43,433,244 Office equipment 94,053,398 73,873,735 Fixtures - other 19,224,678 26,444,465 Fixtures - air conditions 1,280,110 1,697,517 Furniture 57,322,848 50,210,384 Computer equipments - 4,887,578 Office equipment- other 3,512,590 3,784,443 Shop fittings - fixtures 169,748,214 105,724,201 Shop fittings - mobiles 10,557,550 10,682,781 Motor vehicles 2,495,480 3,203,195 Motor vehicles -lease 2,673,958 3,617,708 539,520,742 327,942,584 At valuation Land 946,119,000 946,119,000 Building 89,062,262 92,297,358 1,035,181,262 1,038,416,358

4.1.5 In the course of constructions Capital work in progress 19,123,755 19,367,144

Total gross carrying amount 19,123,755 19,367,144 Total 1,593,825,759 1,385,726,086

60 MIND BODY & SOUL

4. PROPERTY, PLANT & EQUIPMENT (Contd)

4.1.6 The fair value of land and buildings was (last) determined by means of a revaluation during the year ended 31, March 2010 by Messrs.A.Y.Daniel & Sons an inde-pendent valuer in reference to market based evidence. The results of such revaluation were incorporated in these Financial Statements from its effective date which is 1, October 2009. The surplus arising from the revaluation was transferred to a revaluation reserve.The carrying amount of revalued assets that would have been included in the financial statements had the assets been carried at cost less depreciation is as follows:

Cumulative depreciation Net carrying Net carrying If assets were amount amount Class of asset Cost carried at cost 2012 2011

Rs. Rs. Rs. Rs.

Building 65,509,375 15,330,397 50,178,979 51,816,713 Land 531,346,801 - 531,346,801 531,346,801

4.1.7 Land and buildings with a carrying value of Rs.1,090,407,101/- (2011 - Rs.978,949,541/-) have been pledged as security for term loans obtained, details of which are disclosed in Note 21.

4.1.8 During the period, the Company acquired Property, Plant & Equipment to the aggregate value of Rs. 282,040,665/= (2011- Rs.127,535,634/=). Cash payments amounting to Rs.293,971,440/= (2011- Rs.127,535,634/=) were made during the period for purchase of Property, Plant & Equipment.

4.1.9 Property, plant & equipment includes fully depreciated assets having a gross carrying amount of Rs. 74,990,210 /- (2011 - Rs. 73,810,718/=).

4.1.10 The extent and the location of the entity’s land and buildings (Company) are shown below

Address Land/ Building Valuation Extent

No. 10, Ward Place, Colombo 07. Land & Building Revalued R 1-P 39.58+R0-P9.91 No. 15, C.W.W. Kannangara Mawatha, Colombo 07. Land & Building Revalued R 2-P36.12 No. 21/5, C.W.W.Kannangara Mawatha, Colombo 07. Land & Building Revalued P.13.60 No 29A, jayathilaka Mawatha, Panadura Land & Building Cost R.1 -P 2.16



4. PROPERTY, PLANT & EQUIPMENT (Contd)

4.2 Group4.2.1 Gross carrying amounts

Balance Additions Disposals/ Balance As at Acquisitions Revaluations Transfers As at 01-04-2011 Transfers 31-03-2012


Land 270,194,557 38,359,210 - - 308,553,767 Landscaping 884,560 - - - 884,560 Building - at cost 400,000 82,276,047 - - 82,676,047 Building - lease hold 57,416,334 36,202,303 - (12,174,164) 81,444,473 Office equipment 124,517,449 33,351,006 - (161,245) 157,707,210 Fixtures - other 76,338,767 275,208 - - 76,613,974 Fixtures - air conditions 12,915,663 - - - 12,915,663 Furniture 74,061,874 14,499,452 - - 88,561,326 Computer equipments 62,018,293 10,829,511 - - 72,847,804 Office equipment- other 9,974,725 1,497,238 - - 11,471,963 Shop fittings - fixtures 150,632,794 83,179,208 - - 233,812,002 Shop fittings - mobiles 25,037,761 2,216,053 - - 27,253,814 Motor vehicles 20,488,797 - - (82,100) 20,406,697 Motor vehicles -lease 4,718,750 - - - 4,718,750 889,600,324 302,685,236 - (12,417,509) 1,179,868,051

At valuation Land 1,059,619,000 - - - 1,059,619,000 Building 219,150,000 - - - 219,150,000 1,278,769,000 - - - 1,278,769,000

4.2.2 In the course of constructions

Balance Incurred Balance As at During Reclassified / Disposal / As at 01-04-2011 the year Transferred Written off 31-03-2012


Building work in progress - 5,683,866 - - 5,683,866 Capital work in progress 19,367,144 277,867,857 (278,111,246) - 19,123,755 Total gross carrying amount 19,367,144 283,551,723 (278,111,246) - 24,807,621

Total 2,187,736,468 586,236,959 (278,111,246) (12,417,509) 2,483,444,672

62 MIND BODY & SOUL

4.2.3 Depreciation

Balance Additions Charge for Disposals/ Balance As at /Transfers the year/ Transfers As at 01-04-2011 /Acquisitions Transfers 31-03-2012

At Cost Rs. Rs. Rs. Rs. Rs.

Landscaping 884,560 - - - 884,560 Building - at cost 16,667 - 1,705,249 - 1,721,916 Building - lease hold 13,983,090 - 9,792,104 (1,669,296) 22,105,898 Office equipment 50,578,353 - 13,040,464 (161,246) 63,457,571 Fixtures - other 49,479,510 - 7,384,849 - 56,864,359 Fixtures - air conditions 11,218,146 - 417,407 - 11,635,553 Furniture 20,866,071 - 8,085,133 - 28,951,204 Computer equipments 44,552,261 - 6,397,213 - 50,949,474 Office equipment- other 3,336,495 - 1,265,789 - 4,602,284 Shop fittings - fixtures 44,908,593 - 19,155,195 - 64,063,788 Shop fittings - mobiles 14,354,980 - 2,341,284 - 16,696,264 Motor vehicles 17,285,604 - 707,713 (82,100) 17,911,217 Motor vehicles -lease 1,101,042 - 943,750 - 2,044,792 272,565,372 - 71,236,150 (1,912,642) 341,888,881

At valuation Land - - - - -

Building 10,295,553 - 7,147,035 - 17,442,588 10,295,553 - 7,147,035 - 17,442,588

Total 282,860,925 - 78,383,185 (1,912,642) 359,331,469

4.2.4 Net book value

2012 2011

At cost Rs. Rs.

Land 308,553,767 270,194,557 Landscaping - - Building 80,954,131 383,333 Building - lease hold 59,338,575 43,433,244 Office equipment 94,249,639 73,939,096 Fixtures - other 19,749,616 26,859,257 Fixtures - air conditions 1,280,110 1,697,517 Furniture 59,610,122 53,195,803 Computer equipments 21,898,330 17,466,032 Office equipment- other 6,869,679 6,638,231 Shop fittings - fixtures 169,748,214 105,724,200 Shop fittings - mobiles 10,557,550 10,682,781 Motor vehicles 2,495,480 3,203,195 Motor vehicles -lease 2,673,958 3,617,708 837,979,171 617,034,954

At valuation Land 1,059,619,000 1,059,619,000 Building 201,707,412 208,854,447 1,261,326,412 1,268,473,447



2012 2011

Rs. Rs.

4.2.5 In the course of constructions Building work in progress 5,683,866 - Capital work in progress 19,123,755 19,367,144 Total gross carrying amount 24,807,621 19,367,144 Total 2,124,113,204 1,904,875,545

4.2.6 The fair value of land and buildings was (last) determined by means of a revaluation during the period ended 31, October 2009 by Messrs.A.Y.Daniel & Sons an independent valuer in reference to market based evidence. The results of such revaluation were incorporated in these Financial Statements from its effective date which is 1, October 2009. The surplus arising from the revaluation was transferred to a revaluation reserve. The carrying amount of revalued assets that would have been included in the financial statements had the assets been carried at cost less depreciation is as follows:

Cumulative depreciation Net carrying Net carrying If assets were amount amount Class of asset Cost carried at cost 2012 2011

Rs. Rs. Rs. Rs.

Building 129,934,809 29,826,120 100,108,689 104,967,695 Land 579,240,367 - 579,240,367 579,240,367

4.2.7 Land and buildings with a carrying value of Rs.1,586,746,807/= (2011 - Rs.1,479,201,187/=) have been pledged as security for term loans obtained, details of which are disclosed in Note 21.

4.2.8 During the period, the group acquired Property, Plant & Equipment to the aggregate value of Rs. 290,511,072/= (2011- Rs. 392,071,293/=). Cash payments amounting to Rs. 297,620,850/= (2011- Rs. 392,071,293/=) were made during the period for purchase of Property, Plant & Equipment.

4.2.9 Property, plant & equipment includes fully depreciated assets having a gross carrying amount of Rs. 76,763,387/= ( 2011- Rs. 77,577,024/=).

4.2.10 The extent and the location of the entity’s land and buildings (Group) Address Land/ Building Valuation Extents of land

No. 10, Ward Place, Colombo 07. Land & Building Revalued R 1-P 39.58+R0-P9.91 No. 15, C.W.W. Kannangara Mawatha, Colombo 07. Land & Building Revalued R 2-P36.12 No. 21/5, C.W.W.Kannangara Mawatha, Colombo 07. Land & Building Revalued P.13.60 No 29A, jayathilaka Mawatha, Panadura Land & Building Cost R.1 -P 2.16 No. 475/32, Kotte Road, Rajagiriya Land & Building Revalued R 1-P 12.25 No. 271A - 271F, Kaduwela Road, Battaramulla Land & Building Cost A.1 R.2 P. 10.4

64 MIND BODY & SOUL

5. INTANGIBLE ASSETS

Computer software Company Group 2012 2011 2012 2011

Cost Rs. Rs. Rs. Rs. As at 1 April 9,123,886 8,145,862 35,784,530 31,073,845 Additions( subsequent expenditure) 3,152,332 978,024 7,572,656 4,820,685 Disposals/Transfers (12,276,218) - - (110,000) As at 31 March - 9,123,886 43,357,186 35,784,530

Amortization As at 1 April 6,927,831 5,635,841 23,637,084 17,547,231 Amortized during the year 798,404 1,291,990 6,361,078 6,128,812 Disposals/Transfers (7,726,235) - - (38,958) As at 31 March - 6,927,831 29,998,162 23,637,085

Net book value as at 31 March - 2,196,055 13,359,024 12,147,445

5.1 During the period, the company acquired Intangible assets to the aggregate value of Rs.3,152,332/=(2011 Rs.978,024/=). Cash payments amounting to Rs. 3,152,332/= (2011 Rs.978,024/=) were made during the period for purchase of Intangible Assets

5.2 During the period, the group acquired Intangible assets to the aggregate value of Rs.7,572,656/=(2011 Rs.4,820,685/=). Cash payments amounting to Rs. 7,572,656/= (2011 Rs.4,820,685/=) were made during the period for purchase of Intangible Assets

5.3 Intangible Assets include fully depreciated assets having a gross carrying value of Rs. Nil (2011 - Rs. 3,378,005/-) within the Company and Group.

6. INVESTMENT IN SUBSIDIARIES

Company Group 2012 2011 2012 2011

% Holding Rs. Rs. Rs. Rs.

Odel Properties (Pvt) Ltd. 100% 108,100,000 108,100,000 - - Odel Information Technology Services (Pvt) Ltd 100% 10 10 - - Odel Lanka (Pvt) Ltd 100% 270,000,020 270,000,020 - - Otone (Pvt) Ltd. 100% - 10,000,000 - - Odel Apparels (Pvt) Ltd 100% 1,000 1,000 - - BSL International (Pvt) Ltd 100% 1,000,000 1,000,000 - - - 379,101,030 389,101,030 - -

Odel PLC (Parent) has acquired all the tangible assets of Otone (Pvt) Ltd (Subsidiary) during the previous year. The management of Otone (Pvt) Ltd had passed a resolution to liquidate the Company on 07 February 2011. The final meeting was held in this regard on 06 April 2011.



7. INVENTORIES Company Group 2012 2011 2012 2011

Rs Rs Rs Rs

Finished Goods 1,079,095,932 1,028,490,085 1,118,342,406 1,072,248,366 Goods in Transit 10,841,619 13,625,431 10,841,619 13,625,431 Provision for Obsolete and Slow Moving Items (35,214,775) (48,868,867) (35,214,775) (48,868,867) 1,054,722,776 993,246,649 1,093,969,250 1,037,004,930

8. TRADE AND OTHER RECEIVABLES Company Group 2012 2011 2012 2011

Rs. Rs. Rs. Rs.

Trade Debtors 26,821,332 4,596,835 27,227,363 4,678,838 Other Debtors 24,819,889 21,453,634 25,076,796 21,981,676 Deposits & prepayments 171,134,428 124,229,914 176,042,046 127,413,430 222,775,649 150,280,383 228,346,205 154,073,944

9. AMOUNTS DUE FROM RELATED PARTIES Company Group Amount due from subsidiary companies 2012 2011 2012 2011

Rs. Rs. Rs. Rs.

Odel Properties (Pvt.) Ltd. - 18,041,006 - - Odel Apparels (Pvt) Ltd 35,598,441 68,095,252 - - Odel Lanka (Pvt) Ltd 55,249,471 48,145,750 - - Odel IT Services (Pvt) Ltd - 52,199,018 - - BSL International (Pvt) Ltd 491,806 - - - 91,339,718 186,481,026 - - Less:Provision for doubtfull debt - ODEL Lanka (Pvt) Ltd (45,183,055) (45,183,055) - - 46,156,663 141,297,971 - -

10. STATED CAPITAL 2012 2011

Number Rs. Number Rs.

Fully Paid Ordinary Shares 144,950,000 251,925,000 144,950,000 251,925,000 144,950,000 251,925,000 144,950,000 251,925,000

66 MIND BODY & SOUL

11. INTEREST BEARING LOANS AND BORROWINGS (Company / Group)

2012 2012 2011 2011 Repayable Repayable 2012 Repayable Repayable 2011 Within 1 year After 1 year Total Within 1 year After 1 year Total

Rs. Rs. Rs. Rs. Rs. Rs.

Bank loan (11.1) 221,340,988 574,066,010 795,406,998 245,505,268 319,406,909 564,912,177 Lease creditors (11.2) 958,370 2,046,660 3,005,030 830,236 3,005,033 3,835,269 Bank overdrafts (15.2) 453,553,906 - 453,553,906 360,930,909 - 360,930,909 675,853,264 576,112,670 1,251,965,934 607,266,413 322,411,942 929,678,354

11.1 Bank Loans

2011 Obtained Repayment 2012

Rs. Rs. Rs. Rs.

Short Term Working Capital Loans 140,000,000 1,705,185,104 (1,740,185,104) 105,000,000 Medium Term Project Loans 424,912,177 371,000,089 (105,505,268) 690,406,998 564,912,177 2,076,185,193 (1,845,690,372) 795,406,998

Terms of the loan

Lending Institution Loan Amount Nature of facility Security Repayment Term

Union Bank 105Mn Short term Loan Property at No.10, Ward Place, Colombo 07.

3 Months

Bank of Ceylon 275Mn Medium term loan Property at 475/32, Kotte Road, Rajagiriya

6 Years

Hatton National Bank 200Mn Medium term loan Property at 271-271F,Kaduwala Road, Thalangama, Battaramulla owned by Odel Lanka (Pvt) Ltd

Over a period of 06 years in 59 equal monthly installments

DFCC Bank 400Mn Medium term loan Property at 15, C.W.W Kannangara Mw. Colombo 07

96 equal monthly installments after a grace period of 24 months from the date of first disbursement

DFCC Bank 200Mn Medium term loan Property at 15, C.W.W Kannan gara Mw. Colombo 07.

57 equal monthly installments(Capital) after a grace period of 03 months

DFCC Bank 96Mn Medium term loan Property at 15, C.W.W Kannangara Mw. Colombo 07 and 29 A,jayathilaka Mawatha Panadura

84 equal monthly installments (capital) after a grace period of 12 months from the date of first disbursement



11.2 Long term finance lease commitments

2012 2012 2012 2011 2011 2011 Repayable Repayable Repayable Repayable Within 1 year After 1 year Total Within 1 year After 1 year Total

Rs. Rs. Rs. Rs. Rs. Rs. Future minimum lease payment 1,330,476 2,328,332 3,658,808 1,330,476 3,658,810 4,989,286 Finance cost allocated to future period (372,106) (281,672) (653,778) (500,240) (653,777) (1,154,017) Net liability 958,370 2,046,660 3,005,030 830,236 3,005,033 3,835,269

12 RETIREMENT BENEFIT LIABILITY

Company Group Note 2012 2011 2012 2011

Defined Benefit Plan Costs - Gratuity Rs. Rs. Rs. Rs.

At the beginning of the year 23,174,999 29,361,667 26,314,242 31,731,182 Charge for the year 12.1 5,530,827 (5,668,225) 7,696,437 (4,814,392) Payment made during the year (1,715,819) (518,443) (1,743,869) (602,548) Actuarial loss/ (Gain) on obligation - - - - Defined Benefit Obligation as at the end of the year 26,990,007 23,174,999 32,266,810 26,314,242

12.1 Charge for the year Current service cost 2,768,652 2,542,641 4,934,262 3,396,474 Interest cost 2,762,175 2,347,998 2,762,175 2,347,998 Transitional effect - (10,558,864) - (10,558,864) 5,530,827 (5,668,225) 7,696,437 (4,814,392)

12.2 The Retirement benefit liability of Odel PLC is valued by Mr. Piyal Goonatilleke, who is a fellow member of the society of actuaries (USA) and a member of the American Academy of Actuaries. Defined Liability is valued as at 31st March 2012 and the principal acturial assumptions used are as follows.

Company Group

2012 2011 2012 2011

Discount rate 11% p.a. 11% p.a. 11% p.a. 11% p.a. Salary increases 10% p.a 09% p.a. 10% p.a 09% p.a. Retirement Age 55 Years 55 Years 55 Years 55 Years

Staff turnover Age Turnover Turnover Age Turnover Turnover

20 30% 30% 20 30% 30% 25 30% 30% 25 30% 30% 30 20% 20% 30 20% 20% 35 10% 10% 35 10% 10% 40 5% 5% 40 5% 5% 45 2% 2% 45 2% 2%

68 MIND BODY & SOUL

13. TRADE AND OTHER PAYABLES

Company Group

2012 2011 2012 2011

Rs. Rs. Rs. Rs.

Trade Payables 237,194,182 290,969,881 253,124,581 298,155,916 Sundry Creditors including Accrued Expenses 166,410,057 144,478,172 173,406,476 146,186,161 Odel Foundation Trust - 156,685 - 156,685 403,604,239 435,604,737 426,531,057 444,498,761

14. AMOUNTS DUE TO RELATED PARTIES

Company Group 2012 2011 2012 2011

Rs. Rs. Rs. Rs.

Amount due to subsidiary companies - - Odel Properties (Pvt) Ltd 54,980,045 72,243,107 - - Odel Information Technology Services (Pvt) Ltd 86,233,602 84,216,088 - - Otone (Pvt) Ltd - 9,000,000 - - Odel Apparels (Pvt) Ltd 3,410,105 24,616,804 - - 144,623,752 190,075,999 - -

15. CASH AND CASH EQUIVALENTS

Components of Cash and Cash Equivalents Company Group 2012 2011 2012 2011

Rs. Rs. Rs. Rs.

15.1 Favorable Cash & Cash Equivalents Balance

Cash & Bank Balances 23,092,332 19,132,477 25,148,135 25,286,470 23,092,332 19,132,477 25,148,135 25,286,470

15.2 Unfavorable Cash & Cash Equivalents Balance

Bank Overdraft (453,553,906) (360,930,909) (453,553,906) (360,930,909) (430,461,574) (341,798,432) (428,405,771) (335,644,438)



16. OTHER OPERATING INCOME

Company Group For the year ended 31st March 2012 2011 2012 2011

Rs. Rs. Rs. Rs.

Rental income 73,959,077 72,129,164 73,959,077 71,870,025 Interest income 19,060 4,373,197 19,060 4,373,197 Profit on disposal of property, plant & equipment 29,923 595,728 29,923 595,728 Dividend income 1,684,353 4,566,600 - - Advertising income 12,288,210 4,709,284 12,288,210 4,709,284 Commission income 240,445 801,112 240,445 812,572 Sundry income 3,523,354 9,249,871 7,302,138 9,249,871 Exchange gain/ (loss) (910,105) 243,553 (910,105) 243,635 Unclaimed creditors written back - - - 66,822 Service income - Otone 7,288,839 4,900,000 7,288,839 4,900,000 Loss on disposal of shares (458,500) - - - Amortisation of goodwill - - (68,485) - 97,664,657 101,568,509 100,149,102 96,821,133

17. FINANCE COST

Company Group

2012 2011 2012 2011

Rs. Rs. Rs. Rs.

Interest Expense on Overdrafts 40,832,318 26,348,237 40,867,731 26,372,388 Interest Expenses on Loans & Borrowings 69,244,871 40,376,470 69,244,871 40,376,470 Lease Interest 500,238 611,244 500,238 611,244 110,577,427 67,335,951 110,612,840 67,360,102

18. PROFIT BEFORE TAX

Company Group

2012 2011 2012 2011

Rs. Rs. Rs. Rs.

Distribution Expenses Marketing & promotions 79,410,283 53,882,590 79,410,283 53,882,590

Administrative Expenses Directors’ emoluments 24,500,000 23,400,000 24,500,000 23,400,000 Depreciation 67,179,836 54,553,733 78,383,185 64,333,471 Amortisation of intangible assets 798,404 1,291,990 6,361,078 6,128,812 Personnel costs includes - - Defined Benefit Plan Costs - Gratuity 5,530,827 (5,668,225) 7,696,437 (4,814,393) - Defined Contribution Plan Costs - EPF & ETF 34,114,786 26,434,345 37,909,778 27,953,767 - Other staff costs 280,142,857 211,447,813 313,433,100 225,535,920 Transport cost 23,916,982 29,809,752 23,916,982 29,833,322 Donations 4,143,211 3,036,880 4,143,211 3,036,880 Audit Fee 680,320 556,800 1,128,820 983,870

70 MIND BODY & SOUL

19. INCOME TAX EXPENSE

Company Group For the year ended 31st March 2012 2011 2012 2011

Rs. Rs. Rs. Rs.

Current income tax Current tax expense on ordinary activities for the year 71,332,315 128,639,373 71,938,505 135,447,612 Under/(over) provision of current taxes in respect of prior year (5,316,460) 7,043,169 (5,331,576) 7,043,169 Deferred income tax

Deferred taxation charge /(reversal) (4,016,336) 2,684,861 (4,134,858) 2,780,255 Income tax expense/(income) reported in the income statement 61,999,519 138,367,403 62,472,071 145,271,036

STATEMENT OF CHANGES IN EQUITY

Company Group Deferred income tax related to items charged 2012 2011 2012 2011

Directly to equity Rs. Rs. Rs. Rs.

Net gain on revaluation of property, plant & equipment (1,597,361) (2,396,041) (3,598,665) (5,397,998) Deferred tax reversal transferred to revaluation surplus 447,261 3,428,664 447,261 3,428,664 Income tax expense/(income) reported in equity (1,150,100) 1,032,623 (3,151,404) (1,969,334)

19.1 A Reconciliation between Tax Expenses and the product of accounting profit multiplied by the statutory tax rate is as followed

Company Group 2012 2011 2012 2011

Rs. Rs. Rs. Rs.

Accounting profit before tax from continuing operations 209,068,861 329,814,842 264,480,667 354,180,785 At the statutory income tax rate of 28% (2011: 33 1/3%) 58,539,281 109,938,281 77,055,766 111,638,868 At the statutory income tax rate of 20% (2011: 10%) - - 183,679 3,757,812 Adjustment in respect to current income tax of previous year (5,316,460) 7,043,169 (5,331,014) 7,043,169 Tax Implication on Export Sales 12% (2011: 15%) (43,757) (29,229) (43,757) (29,229) Allowable Expenses (25,551,656) (19,376,238) (25,551,656) (19,462,978) Income exempt from tax (471,619) (1,506,978) (18,988,103) (1,506,978) Non Deductable Expenses 38,581,292 38,322,096 38,728,368 39,141,465 Effect on Deferred Tax (4,016,336) 2,684,861 (4,134,858) 2,780,256 Other 278,775 1,291,442 554,210 1,908,652 61,999,519 138,367,403 62,472,071 145,271,036

The effective income tax rate 30% 42% 24% 41%

Income Tax Expense reported in the Income Statement 61,999,519 138,367,403 62,472,071 145,271,036



19.2 Deferred tax assets ,liabilities and income tax relates to the followings;

Company Group Company Balance Sheet Balance Sheet 2012 2011 2012 2011

Deferred Tax Liability Rs. Rs. Rs. Rs.

Capital allowances for tax purposes 32,375,836 34,482,561 32,576,272 34,340,200 Revaluation of Property, Plant and Equipments 10,887,320 11,334,581 10,887,320 11,334,581 43,263,156 45,817,142 43,463,592 45,674,781

Deferred Tax Assets Defined Benefit Plans (7,557,202) (6,489,000) (7,823,826) (6,294,306) Lease Rent (841,409) - (841,409) - (8,398,611) (6,489,000) (8,665,235) (6,294,306) Net Deferred Tax Liability 34,864,545 39,328,142 34,798,357 39,380,476 Company Group Company Income Statement Income Statement 2012 2011 2012 2011

Deferred Tax Liability Rs. Rs. Rs. Rs.

Capital Allowances for Tax purposes (2,106,725) (2,696,799) (2,044,035) (2,515,911) (2,106,725) (2,696,799) (2,044,035) (2,515,911)

Deferred tax assets Defined Benefit Plans (1,068,202) 5,381,659 (1,249,415) 5,296,246 Tax Losses - - - - Lease Rent (841,409) - (841,408) - Deferred Income Tax Income / (Expense) (4,016,336) 2,684,860 (4,134,858) 2,780,335

20. EARNINGS PER SHARE

Basic earnings per share is calculated by dividing the net profit for the year attributable to equity holders of parent by the weighted average number of ordinary shares outstanding during the year. The weighted average number of ordinary shares outstanding during the year and the previous year are adjusted for events, that have changed the number of ordinary shares outstanding without a corresponding change in the resources.

The following reflects the income and share data used in the Basic Earnings per Share computations

Amounts used as the numerators: 2012 2011

Net profit 202,008,596 208,909,749 Net profit attributable to ordinary shareholders for basic earnings per share 202,008,596 208,909,749

Number of ordinary shares used as denominators: Weighted average number of ordinary shares in issue applicable to basic earnings per share 144,950,000 140,079,167 Adjusted weighted average number of ordinary shares applicable to basic earnings per share 144,950,000 140,079,167

72 MIND BODY & SOUL

21. ASSETS PLEDGED - (Company/Group)

The following assets have been pledged as security for liabilities. Company/ Group Nature of asset Mortgage type Address Lending Institution Mortgage Value

2012 2011

Land Primary No. 10, Ward Place, Colombo 07. Union Bank 310Mn 300Mn Land Primary No. 15, C.W.W. Kannangara Mawatha, Colombo 07. DFCC Bank 681Mn 750Mn Land Primary No 29A, jayathilaka Mawatha, Panadura DFCC Bank 55Mn - Land & Building Primary No. 475/32, Kotte Road, Rajagiriya BOC 275Mn - Land & Building Primary No 271-271F,Kaduwala Road, Thalangama, Battaramulla owned by Odel Lanka (Pvt) Ltd HNB 200Mn 200Mn Stock in trade Concurrent Sampath Bank 50Mn 50Mn Stock in trade Concurrent HNB 250Mn 300Mn Stock in trade Secondary DFCC Bank 135Mn -

22. CAPITAL COMMITMENTS AND CONTINGENT LIABILITIES

There were no significant capital commitments and contingent liabilities as of the Balance sheet date except for the Letter of credits executed for USD 343,368/- for foreign purchases & LKR.6,999,300/= for local purchases,

23. RELATED PARTY DISCLOSURE

23.1 Transaction with the Related Entities 2012 2011

Rs. Rs.

Subsidiaries Rent paid 26,400,000 26,684,912 Service charge 99,844,019 41,697,650 Dividend income 1,684,353 4,566,600 Settlement of liabilities (45,452,246) (7,838,002) Receivable recovered 95,141,308 - Goods purchased 96,221,101 61,691,054

Terms and Conditions of Transactions with Related parties Outstanding balances at the year end are unsecured, interest free and settlement occurs in cash.



23. RELATED PARTY DISCLOSURE (Cont ...)

23.2 Transactions with key management personnel of the company (company / group) The key management personnel of the Company are the members of its Board of Directors. Transactions with close family members of Key Management personnel

are also taken in to account in the transactions with Key Management Personnel.

a) Key Management Personnel Compensation

2012 2011

Rs. Rs.

Short-term employee benefits 26,900,000 25,575,000 26,900,000 25,575,000

b) Other Transactions with Key Management Personnel

2012 2011

Loans from/ to Key Management Personnel Rs. Rs.

As at 1 April - 384,990 Loans advanced during the year - - Loans repayments / settlements - (384,990) As at 31 March - -

c) Other transactions 2012 2011

Rs. Rs.

Rent of Premises owned by Key Management Personnel 1,500,000 1,500,000

24. COMPARATIVE INFORMATION

Company Group 2011 2011

As reported previously Rs Rs Income statement Administration expenses 24.1 754,780,590 735,913,056 Selling and distribution expenses 24.1 185,511,871 185,998,832 940,292,461 921,911,888

Company Group 2011 2011

Current presentation Rs Rs

Income statement Administration expenses 24.1 758,192,942 739,325,408 Selling and distribution expenses 24.1 182,099,519 182,586,480 940,292,460 921,911,888 Reasons for change in the presentation and classification:

24.1 Income statement Previous categorisation of certain expenses in the income statement have been reclassified in a different expense category in order to ensure the fair presentation of

the financial results without affecting the total profit.

25. EVENTS OCCURRING AFTER THE BALANCE SHEET DATE The board has decided to declare a final dividend of Rs. 36,237,500/- for the year ended 2011/2012 on 23 May 2012. Except for the above event, no material event had taken place after the balance sheet date that require adjustments to or disclosure in the financial statements.

74 MIND BODY & SOUL

SHAREHOLDER & INVESTOR INFORMATION

1. Shareholders

There were 7,910 (2011 - 8,349) Ordinary shareholders as at 31st March 2012, distributed into different categories as follows: Share Analysis at 31st March 2012.

No. of shares No. of Holders No. of shares Holdings % 1 - 1,000 6,641 2,022,993 1.40 1,001 - 10,000 1,070 3,697,590 2.55 10,001 - 100,000 171 4,817,251 3.32 100,001 - 1,000,000 25 6,337,674 4.37 Over 1,000,000 3 128,074,492 88.36

Total 7,910 144,950,000 100

Category No. of Holders No. of shares Holdings % Individuals 7,681 139,534,200 96.26 Institutions 229 5,415,800 3.74

Total 7,910 144,950,000 100

Category No. of Holders No. of shares Holdings % Residents 7,865 144,481,950 99.67 Non-residents 45 468,050 0.33 Total 7,910 144,950,000 100

Percentage of shares held by public – 16.35%. Percentage of shares held by the Directors together with the members of their families – 83.65%


2. Twenty largest Shareholders - Ordinary Shares

No. Name No. of Shares Percentage % 1 Miss. O. D. Gunewardene 80,833,100 55.77 2 Mr. A. D. Gunewardene 39,416,900 27.19 3 Dr. T. Senthilverl 7,824,492 5.40 4 Mr. R. H. Gunewardene 1,000,000 0.69 5 j. B. Cocoshell (Pvt) Ltd 901,800 0.62 6 Mrs. E. B. H. A. Perera / Mr DC. De L ST D Perera 527,000 0.36 7 First Capital Markets Limited/Mr.I.P Galhenage 381,700 0.26 8 Mr. R. P. L. Eheliyagoda 320,000 0.22 9 Mercantile Investment and Finance PLC 300,000 0.21 10 Mr. A. B. Farook 266,949 0.18 11 Tangerine Tours (Pvt) Limited 225,600 0.16 12 Bank of Ceylon No.1 Account 197,400 0.14 13 Cocoshell Activated Carbon Company Limited 194,600 0.13 14 Dee Investments (Pvt) Ltd 190,400 0.13 15 Redwin Holdings Limited 184,900 0.13 16 Mr M. M Salahudeen 180,000 0.12 17 Waldock Mackenzie Ltd/Hi-Line Trading (Pvt) Limited 137,100 0.09 18 Swiss Lloyd Limited 135,600 0.09 19 Mr. M. A junaid 134,100 0.09 20 Pan Asia Banking Corporation PLC/Mr R. E Rambukwelle 130,000 0.09

3. Dividends and Market Value

Dividends per share 50 Cents Dividend pay out 35.9% Net asset value per share Rs. 12.10

Share Price (Rs.) 2012 As at the end of the year 19.80 Highest price traded 46.00 Lowest price traded 18.00

76 MIND BODY & SOUL

NOTICE OF MEETING

NOTICE is hereby given that the Annual General Meeting of Odel PLC will be held at the Sri Lanka Foundation Institute, No. 100,Independence Square, Colombo 7 on Wednesday, 15th August 2012 at 11.00 a.m.

AGENDA1. To receive and consider the Annual Report of the Board of Directors on the State of Affairs of the

Company and the Consolidated Financial Statements for the year ended 31st March 2012 with the Report of the Auditors thereon.

2. To re-appoint M/s. Ernst & Young, Chartered Accountants as Auditors to the Company and authorise the Directors to determine their remuneration.

3. To authorise the Directors to determine contributions to charities.

By Order of the Board of Directors of

Odel PLCS S P CORPORATE SERVICES (PRIVATE) LIMITED SECRETARIES

Colombo12 june 2012

Notes :

1. A member entitled to attend and vote at the meeting is entitled to appoint a Proxy to attend and vote instead of him/her. Such Proxy need not be a member of the Company.

2. A Form of Proxy accompanies this notice.

3. The completed Form of Proxy should be deposited at the Registered Office of the Company, No.475/32, Kotte Road, Rajagiriya not later than 48 hours before the time appointed for the meeting.


I/We*............……....................………...……..........................................………(please indicate full name) bearing NIC No. ……….…………...of ...............

...........……………...................................………………. being a member/*members of Odel PLC hereby appoint

Mr. Ruchi Hubert Gunewardene of Colombo or failing himMs. Otara Del Gunewardene of Colombo or failing herMr. Sanjay Sumanthri Kulatunga of Colombo or failing himMr. Paul Topping of Colombo or failing himMr. Atulugamage Damian Eardley Ignatius Perera of Colombo or failing him

Mr/Ms ............……....................………............……..........................................………(please indicate full name) bearing NIC No.

……….…………………... of……………...……………………………………… …………………………………………………..as my/*our Proxy to represent me/*us

and to vote as indicated below on my/*our behalf at the Annual General Meeting of the Company to be held on the 15th August 2012 and at any adjournment

thereof and at every poll which may be taken in consequence of the aforesaid Meeting.

FOR AGAINST

1. To receive and consider the Annual Report of the Board of Directors on the State of Affairs of the Company and the Consolidated Financial Statements for the year ended 31st March 2012 with the Report of the Auditors thereon.

2. To re-appoint M/s. Ernst & Young, Chartered Accountants As Auditors to the Company and authorise the Directors to determine their remuneration.

3. To authorise the Directors to determine contributions to charities.

As witness my/our hand/this …………………. day of ………….. Two Thousand and Twelve.

Signature ……….………………

Note:Instructions as to completion appear on the reverse hereto. Please delete the inappropriate words, and mark ‘X’ in the appropriate cages to indicate your instructions as to voting.

A proxy need not be a member of the Company.

FORM OF PROXY

78 MIND BODY & SOUL

INSTRUCTIONS AS TO COMPLETION OF FORM OF PROXY 1. Kindly perfect the Form of Proxy by filling in legibly your full name and address, your instructions 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.

2. The completed Form of Proxy should be deposited at the Registered Office of the Company, No.475/32, Kotte Road, Rajagiriya not less than 48 hours before the time appointed for holding the meeting.

4. If the form of proxy is signed by an attorney, the relative power of attorney should accompany the completed 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 the Companies Act No. 07 of 2007 applies to shareholders of Odel PLC and Section 138 provides for representation of Companies at meeting of other 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 or this, Act by resolution of its Directors or other governing body authorise such person as it thinks fit to act as its representative at any meeting of the Company. A person authorised as aforesaid shall be entitled to exercise the same power on behalf of the Corporation which it represents as that Corporation could exercise if it were an Individual shareholder of that other Company.

Name of CompanyOdel PLC

Legal formPublic Limited Liability CompanyIncorporated in Sri Lanka in 1990

Registered office of the company475/32,Kotte Road,Rajagiriya.

Company registration No.PV 7206 PQ

DirectorsMr. Ruchi Hubert Gunewardene - ChairmanMs. Otara Del GunewardeneMr. Paul ToppingMr. Sanjay Sumanthri KulatungaMr. Atulugamage Damian Eardley Ignatius Perera

Audit CommitteeMr.Sanjay Sumanthri Kulatunga -ChairmanMr. Paul ToppingMr. Ruchi Hubert Gunewardene

Remuneration CommitteeMr.Ruchi Hubert Gunewardene - ChairmanMr. Atulugamage Damian Eardley Ignatius Perera Mr Paul ToppingMr. Sanjay Sumanthri Kulatunga

Secretaries and registrarsS S P Corporate Services (Private) Limited101, Inner Flower Road, Colombo 3 AuditorsErnst & YoungChartered Accountants201 De Saram PlaceP.O. Box 101Colombo, Sri Lanka

BankersDFCC BankDFCC Vardhana BankHatton National BankHongkong and Shanghai Banking CorporationNation Trust BankSampath Bank

Investor RelationsOdel PLC475/32, Kotte Road,Rajagiriya.

Tel: 0114710200Web: www.odel.lk

CORPORATE INFORMATION

VISIONMISSIONVALUES

2 FINANCIAL HIGHLIGHTS11 CHAIRMAN’S MESSAGE 13 CEO’S MESSAGE 16 BOARD OF DIRECTORS18 SENIOR MANAGEMENT TEAM 21 MANAGEMENT DISCuSSION & ANALYSIS31 SuSTAINABILITY REVIEW 41 FINANCIAL REVIEW42 ANNuAL REPORT OF THE DIRECTORS ON THE STATE OF AFFAIRS OF ODEL PLC 44 THE STATEMENT OF DIRECTORS’ RESPONSIBILITY45 REPORT OF THE REMuNERATION COMMITTEE46 REPORT OF THE AuDIT COMMITTEE47 INDEPENDENT AuDITOR’S REPORT 48 BALANCE SHEET 49 STATEMENT OF INCOME 50 STATEMENT OF CHANGES IN EQuITY51 CASH FLOW STATEMENT 52 NOTES TO THE FINANCIAL STATEMENTS 74 SHAREHOLDER & INVESTOR INFORMATION76 NOTICE OF MEETING77 FORM OF PROxY

ANNUAL REPORT 2011/2012

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www.odel.lk

ODEL PLC - ANNUAL REPORT 2011/2012 · odel plc annual report 2011/12 11 having expanded our...

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