Adam Pros

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ADAM INVESTMENTS LIMITED PROSPECTUS

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ADAM INVESTMENTS LIMITED
(Company Registration Number - PV 78150 PB)
PROSPECTUS
TO LIST 449,993,700 SHARES
ON THE DIRI SAVI BOARD OF THE COLOMBO STOCK EXCHANGE
Initial Public Ofer of 133,333,500 Ordinary Voting Shares at LKR 3 per share
ISSUE OPENS ON 19TH MAY 2014
Managers and
Financial Advisors to the Issue
Capital Trust Financial (Pvt) Ltd
No. 42 Sir Mohammed Macan Markar Mawatha,
Colombo 03
Registrars to the Issue
P W Corporate Secretarial (Pvt) Ltd
No.3/17, Kynsey Road,
Colombo 08
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Prospectus
Responsibility for the Content of the Prospectus
Tis Prospectus is dated 05th May 2014.
Tis Prospectus has been prepared on behalf of and on the instructions of Adam Investments Limited from information provided
by Adam Investments Limited and other publicly available sources. Te Directors of the Company, collectively and individually,
having made all reasonable enquiries confrm to the Managers to the Issue, that to the best of their knowledge and belief, that this
Prospectus contains all information with respect to the Company which is material in the context of the Issue, that the information
contained herein is true and correct in all material respects and is not misleading; that there are no other material facts, the
omission of which would, make any Statement contained herein misleading; that the opinions and intensions expressed herein
are honestly held and have been reached afer considering all relevant circumstances and are based on reasonable assumptions.
Adam Investments Limited accepts responsibility for the information contained in this Prospectus. Te information has been
compiled at the request of Adam Investments Limited for information purposes only and does not purpose to be a complete
description of the subject matter contained in this prospectus. While Adam Investments Limited has taken reasonable care
to ensure full and fair disclosure of information, it does not assume any responsibility for any investment decisions made by
investors based on information contained herein. In making an investment decision, prospective investors must rely on their
own examination and assessments of the Company including the risks involved. Use of this Prospectus by prospective investors
is based on the condition that they satisfy themselves as to the correctness and sufciency of the information regarding the
Company by independent inquiry as they or their legal or fnancial advisors see ft.
Te Managers have relied in good faith on the Company for the accuracy, reliability and completeness of all information and
the information has not been independently verifed. Some content in this Prospectus may be based on assumptions and the
Managers do not guarantee, represent, warrant, express or imply that the information is accurate, reliable or complete. Estimates
of future operations of the Company are based on plans of the Company as represented to the Managers by the Adam Investments
Limited and have been used in good faith by the Managers to estimate the value of the Company Shares. Tis information should
not be used to forecast projections for future business operations. Nothing contained in this information should be considered
a recommendation by the Managers.
Te information contained herein has been provided on the condition that the Managers shall not be liable for any loss or damage
howsoever arising as a result of any person acting or refraining from acting in reliance of any information, forecasts and opinion
contained in this document and the shares are issued solely on the basis of the information contained and representations made
in this Prospectus. Unless otherwise consented to by the Company, no person has been authorised to give any information or to
make any representation not contained in this Prospectus in connection with the Share Issue. If given or made, such information
or representations, must not be relied upon as having been authorised by the Company.
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Registration of the Prospectus
A duly signed copy of the Prospectus has been delivered to the Registrar General of Companies for registration in accordance with
the provisions of the Companies Act No. 7 of 2007. Te following documents are attached to the copy of the Prospectus delivered
to the Registrar General of Companies:
Te written consent by the Auditors and Reporting Accountants and the Managers / Registrars to the Ofering
for the issue of the Prospectus with the inclusion of their statements in the form and content in which they are
included.

Tey have not before the delivery of a copy of the Prospectus for registration with the Registrar General of
Companies, withdrawn such consent.
Te written consent by the Auditors and Reporting Accountants, Lawyer and Bankers to the Issue for the
inclusion of their respective names in the Prospectus.
Tey have not before the delivery of a copy of the Prospectus for registration with the Registrar General of
Companies, withdrawn such consent.
A declaration by each of the Directors of the Company confrming that each of them have read the provisions
of the Companies Act No.7 of 2007 relating to the issue of the Prospectus and that those provisions have been
complied with.
Tis Prospectus has not been registered with any authority outside Sri Lanka.
a).
b).
c).
Te Delivery of this Prospectus shall not under any circumstance constitute a representation or create any implication or
suggestion that there has been no material change in the afairs of the Company since the date of this Prospectus.
You are advised to carefully read this Prospectus prior to making any investment decision. If you are in doubt regarding the
contents of this Prospectus, you should consult your stockbroker or other professional advisor.
Te Colombo Stock Exchange (CSE) Has Taken Reasonable Care To Ensure Full And Fair Disclosure Of Information In Tis
Prospectus. However, Te CSE Assumes No Responsibility For Te Accuracy Of Te Statements Made, Opinions Expressed
Or Reports Included In Tis Prospectus. Moreover, Te CSE Does Not Regulate Te Pricing Of Te Shares, Which Is
Decided Solely By Te Issuer.
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Salient Features of the Issue
Number of Shares to be issued
Issue Price
Amount to be raised
Opening of the Subscription List
(Opening date)
Closure of the Subscription List
(Closing date)
Minimum Subscription
Allotment Structure
Basis of Allotment
133,333,500 Ordinary Voting Shares
Tree Rupees (LKR 3/-) per share
Rupees Four Hundred Million Five Hundred (LKR 400,000,500/-)
19th May 2014
(However, applications may be made forthwith)
On the day the issue is oversubscribed or 05th June 2014
Whichever date is earlier
1000 shares (i.e. LKR 3000/-)
Applications in excess of 1000 shares should be in multiples of 100 shares. Te
minimum subscription of 1000 shares will be allotted to all successful applicants of
the Companys Initial Public Ofering.
In the event of an oversubscription, the shares will be allotted according to the
afore stated Allotment Structure, at the discretion of the Board in a fair manner.
In the event of an under-subscription in the Unit Trust Investor Category, the
Retail Individual Investor Category shall be given frst priority in allotment of the
undersubscribed shares.
In the event of an under-subscription in the Retail Individual Investor Category,
the Unit Trust Investor Category shall be given frst priority in the allotment of the
undersubscribed shares.
In the event of an under-subscription of the Non-Retail Investor Category, the
quantum of shares undersubscribed may be redistributed in a fair manner at the
discretion of the Board to other categories that may be oversubscribed.
Category No. of shares % of Shares Ofered
Retail Individual Investor 53,333,400 40%
Unit Trusts 13,333,350 10%
Non-Retail 66,666,750 50%
Total 133,333,500 100%
Defnition of each category referenced herein is given under Glossary of Terms
Related to the ofer.
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Important Notice to the Reader
Forward Looking Statements
All statements mentioned in this prospectus that are not of historical Fact constitute Forward looking statements. Such
statements could be recognised by phrases such as expect, anticipate, estimate, intend, may, plan to, believe, could,
would, will or similar terms. However, these words are not exclusive means of identifying forward looking statements. All
statements pertaining to expected fnancial position, business strategy, plans and prospects of the Company are classifed as
forward looking statements.
Forward looking statements involve known and unknown risks, uncertainties and other factors that may cause actual results,
performance and achievements to materially difer from any future results, performance or achievements expressed or implied
by forward looking statements herein.
Such risks and uncertainties include but are not limited to;
Given these risks and uncertainties, that may not be in the control of the Company, that may cause the Companys actual future
results, performance or achievements to materially difer from that expected, and expressed or implied by the Forward looking
statements in this prospectus, investors are advised not to place sole reliance on such statements
Changes in political, social and economic conditions, and laws and regulations and the interpretation thereof in the
jurisdictions where the Company conducts its business or expects to conduct business
Changes in customer preferences and needs
Changes in competitive landscape
Changes in prices and availability of raw materials
Changes in structure of customs duties, other import levies and corporate taxation
Changes in future capital needs and availability of fnancing and capital to fund these needs
Additional factors described under Future Strategies and Associated Risk of this Prospectus
ALL APPLICANTS SHOULD INDICATE IN THE APPLICATION FOR SHARES, THEIR CDS NUMBER WITH
THE CENTRAL DEPOSITORY SYSTEM (PVT) LTD. APPLICATIONS WITHOUT A VALID CDS NUMBER
WILL BE REJECTED.
As per the Directive of the Securities and Exchange Commission made under Circular No.08/2010 dated November
22, 2010 and Circular No.13/2010 issued by the Central Depository Systems dated November 30, 2010, all Shares
allotted shall be directly uploaded to the CDS. All Applicants should indicate in the Application, the Applicants
CDS Account Number. APPLICATIONS WHICH DO NOT CARRY THE CDS ACCOUNT NUMBER, WHICH
IS NOT OPENED AT THE TIME OF THE CLOSURE OF THE SUBSCRIPTION LIST OR WHICH INDICATE
AN INCORRECT/INACCURATE CDS ACCOUNT NUMBER SHALL BE REJECTED AND NO ALLOTMENTS
WILL BE MADE. PLEASE NOTE THAT SHARE CERTIFICATES SHALL NOT BE ISSUED.
If you wish to open a CDS Account, you may do so prior to making the Application, through any Member/Trading
Member of the CSE or through any Custodian Banks as set out in Annex B of this Prospectus.
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TABLE OF CONTENTS
1 GLOSSARY OF ABBREVIATIONS USED IN THE PROSPECTUS.............................10
2 CORPORATE INFORMATION AND RELEVANT PARTIES TO THE ISSUE............11
2.1 Corporate Information...................................................................................................................................................................11
2.2 Relevant Parties to the Issue...........................................................................................................................................................12
3 INVITATION TO SUBSCRIBE.....................................................................................13
4 INFORMATION CONCERNING THE ISSUE.............................................................13
4.1 Objectives of the Issue....................................................................................................................................................................13
4.2 Listing...............................................................................................................................................................................................14
4.3 Consideration..................................................................................................................................................................................15
4.4 Subscription List Opening and Closure Date..........................................................................................................................15
4.5 Basis of Allotment...........................................................................................................................................................................15
4.6 Cost of the Issue..............................................................................................................................................................................15
4.7 Procedure for Application..............................................................................................................................................................15
4.8 Collection Points for Prospectus and Application Forms...........................................................................................................15
4.9 Declaration to the Colombo Stock Exchange and Secondary Market Trading.......................................................................16
4.10 Underwriting/Minimum Subscription.........................................................................................................................................16
4.11 Inspection of Documents...............................................................................................................................................................16
5 OVERVIEW OF ADAM INVESTMENTS LIMITED....................................................16
5.1 Group Structure...............................................................................................................................................................................17
5.1.1 Network Communications (Pvt.) Ltd (NETCOM).....................................................................................................18
5.1.2 Adam Metals (Pvt.) Ltd..................................................................................................................................................19
5.1.3 Adam Apparels (Pvt.) Ltd...............................................................................................................................................20
5.1.4 Orient Garments Plc.......................................................................................................................................................21
5.1.5 Ceylon and Foreign Trades PLC...................................................................................................................................22
5.1.6 Adam Air Conditions (Pvt) Ltd.....................................................................................................................................23
5.1.7 Adam Automobiles (Pvt) Ltd.........................................................................................................................................24
5.2 Principal Activities..........................................................................................................................................................................24
5.2.1 Investment Policy.............................................................................................................................................................24
5.2.2 Main Lines of Business and Key Revenue Drivers.......................................................................................................24
5.2.3 Key Customers & Suppliers............................................................................................................................................24
5.3 Future Strategies and Assumption thereto....................................................................................................................................25
5.3.1 Mobiles and IT related Services.....................................................................................................................................25
5.3.2 Construction Metal Products........................................................................................................................................26
5.3.3 Apparel Industry..............................................................................................................................................................26
5.3.4 Air Condition Units........................................................................................................................................................27
5.4 Risks associated with Future Plans...............................................................................................................................................27
5.4.1 Risks relating to Macro-Environmental Factors..........................................................................................................27
5.4.2 Risks Related to the Existing Businesses of AINV.......................................................................................................28
5.4.3 Risks Related to the Capital Market...............................................................................................................................28
5.5 Litigation, Disputes and Contingent Liabilities............................................................................................................................28
5.6 Key Financial Ratios of Adam Investments Limited...................................................................................................................29
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6 ECONOMY AND INDUSTRY OUTLOOK IN SRI LANKA........................................29
6.1 Economy Outlook in Sri Lanka.....................................................................................................................................................29
6.2 Industry Outlook in Sri Lanka......................................................................................................................................................29
6.2.1 Apparel Industry in Sri Lanka.......................................................................................................................................29
6.2.2 ICT industry in Sri Lanka..............................................................................................................................................30
6.2.3 Construction Industry in Sri Lanka...............................................................................................................................31
6.2.4 Automobile Industry in Sri Lanka..................................................................................................................................31
7 SHARE CAPITAL AND OTHER FINANCING INSTRUMENTS................................32
7.1 Allotment of Shares.........................................................................................................................................................................32
7.2 Share Splits.......................................................................................................................................................................................32
7.3 Shareholding Structure...................................................................................................................................................................32
7.4 Public Share Holding......................................................................................................................................................................34
7.5 Composition of Shareholding Subsequent to the IPO...............................................................................................................34
7.6 Share Transfer Details.....................................................................................................................................................................34
7.7 Redemption, Repurchases of Shares.............................................................................................................................................34
7.8 Outstanding Debt Securities and Free Transferability of Shares...............................................................................................34
7.9 Particulars of Debt and Loan Capital...........................................................................................................................................35
7.10 Dividend Policy of the Entity.........................................................................................................................................................35
7.11 Taxation............................................................................................................................................................................................35
7.12 Takeover Ofers................................................................................................................................................................................36
8 CORPORATE GOVERNANCE PRACTICES...............................................................36
8.1 Remuneration Committee..............................................................................................................................................................36
8.1.1 Composition....................................................................................................................................................................36
8.1.2 Responsibilities of the Remuneration Committee.......................................................................................................36
8.2 Audit Committee.............................................................................................................................................................................37
8.2.1 Composition....................................................................................................................................................................37
8.2.2 Responsibilities of the Audit Committee.......................................................................................................................37
9 DIRECTORS..................................................................................................................38
9.1 Board of Directors and Other Directorships Held.....................................................................................................................38
9.2 Profles of the Board of Directors..................................................................................................................................................40
9.3 Statement Board of Directors.....................................................................................................................................................42
9.4 Directors Direct Shareholding......................................................................................................................................................42
9.5 Sale or Purchase of Shares by the Directors..................................................................................................................................42
9.6 Directors Emoluments...................................................................................................................................................................42
9.7 Directors Interest in Contracts.....................................................................................................................................................43
9.7.1 Disclosure - 1....................................................................................................................................................................43
10 MANAGEMENT AND HUMAN RESOURCES............................................................44
10.1 Management....................................................................................................................................................................................44
10.1.1 Profle of the Chief Executive Ofcer.............................................................................................................................44
10.1.2 CEOs Involvement in Litigation and Ofences.............................................................................................................44
10.1.3 Staf Strength....................................................................................................................................................................44
10.1.4 Senior Management Team..............................................................................................................................................44
10.1.5 Senior Managements Emoluments................................................................................................................................46
10.2 Agreements with Labour Unions..................................................................................................................................................46
10.3 Other Disclosures............................................................................................................................................................................46
10.3.1 Transactions Related to Property....................................................................................................................................46
10.3.2 Details of Commissions Paid Within the Two Preceding Years................................................................................46
10.3.3 Material Contracts...........................................................................................................................................................46
10.3.4 Management Agreements...............................................................................................................................................46
10.3.5 Foreign Holding...............................................................................................................................................................46
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11 Historical Financial Statements of Adam Investments Limited......................................47
11.1 Financial Statements for the Year Ended 31 December 2013....................................................................................47
12 Forecasted Financial Statements.......................................................................................79
13 Declarations.......................................................................................................................99
13.1 Statutory Declaration by the Directors.........................................................................................................................................99
13.2 Statutory Declaration by Financial Advisors and Managers to the Issue.................................................................................99
13.3 Statutory Declaration by the Company.......................................................................................................................................100
14 ANNEXURES..............................................................................................................100
14.1 Annexure A Public Holding.....................................................................................................................................................100
14.2 Annexure B Detailed Procedure for Application....................................................................................................................104
14.3 Annexure C- Collection Points...................................................................................................................................................110

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New Shares / Ofered Shares :
Non-Retail Investor :
Ofer for Subscription :
Issue :
Prospectus :
Retail Individual Investor :
Public Holding :
Shares :
Share Ofer Price :
Te Board or Board of Director :
Te Company/AINV :
Te Group :
Unit Trust :
CSE :
SEC :
GOSL :
SLAS :
USD :
VAT :
YOY :
AINV / AIL :
OGL :
NETCOM :
One Hundred Tirty Tree Million Tree Hundred Tirty Tree Tousand Five Hundred
(133,333,500) new Ordinary Voting Shares, each to be issued by the Company, to the
general public at the Share Ofer Price
An application for more than 33,300 shares of the Company that does not fall under the
Unit Trust Investor categories
An invitation to the public by the Company to subscribe for One Hundred and Tirty
Tree Million Tree Hundred Tirty Tree Tousand Five Hundred (133,333,500) new
Ordinary Voting Shares of the Company in terms of this Prospectus under Details of
the Issue
Te Ofer for Subscription under the provisions of this Prospectus
Tis Prospectus dated 05th May 2014 issued by Adam Investments Limited
An application by an individual investor for a maximum of 33,300 shares of the Company
What constitutes Public Holding is ascertained in terms of the Directive issued by the
Securities and Exchange Commission of Sri Lanka, under Section 13(c) and 13(cc) of
the Securities and Exchange Commission Act No. 36 of 1987 (as amended) issued on
December 20, 2013 Ref: SEC/LEG/13/12/37. Te Public Holding defnition is set out in
Annex A of this Prospectus.
Ordinary Voting Shares
Te price determined by the Board of Directors of Adam Investments Limited as outlined
under Issue Summary (LKR3/-per share)
Te Board of Directors of Adam Investments Limited
Adam Investments Limited
Adam Investments Limited Group as referred to in Section 5.1 of this Prospectus
Growth or balanced unit trusts operated by Managing Companies licensed by the SEC,
where such unit trust comprises not less than 500 unit holders resident in Sri Lanka who
together hold at least 50% of that trust
Colombo Stock Exchange
Securities & Exchange Commission of Sri Lanka
Government of Sri Lanka
Sri Lanka Accounting Standards
United States Dollar
Value Added Tax
Year on Year
Orient Garments PLC
Network Communications (Pvt) Ltd
1 GLOSSARY OF ABBREVIATIONS USED IN THE PROSPECTUS
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2 CORPORATE INFORMATION AND RELEVANT PARTIES TO THE
ISSUE
2.1 Corporate Information
Name Adam Investments Limited
Registration Number PV 78150 PB
Registered Address NO : 264, Grandpass Road, Colombo 14
Incorporation
Incorporated as a Private Limited Liability Company under the Companies
Act No.07 of 2007 on 01st April 2011 and converted to a Public Company
on 29th April 2013
Place and Authority of
Incorporation
Registrar General of Companies,
Colombo,
Sri Lanka
Name and address of Bankers
Union Bank Of Colombo PLC
64, Galle Road,
Colombo 03.
T.P NO : 0112 374 100
Auditors of the Entity
A.I. Macan Markar & Co.
Charted Accountants
NO : 46-2/1, 2nd Floor,
Lauries Road,
Colombo 04
T.P NO : 0112 594 205
Secretary to the Entity
K.H. Shane Sri Nilusha De Silva.
Attorney-at-Law
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2.2 Relevant Parties to the Issue
Managers and Financial Advisors
to the Issue
No. 42, Mohammed Macan Markar Mawatha,
Colombo 03
Tel: + 94 112 174 174
Fax: + 94 112 174 173
Auditors to the Issue
A.I. Macan Markar & Co.
Charted Accountants
NO : 46-2/1, 2nd Floor,
Lauries Road,
Colombo 4
T.P NO : +94 0112 594 205
Lawyer to the Issue
Ms. D. P. Pieris
Attorney-at-Law
(Solicitor England & Wales)
No. 3/14D, Kynsey Road, Colombo 08
Bankers to the Issue
Pan Asia Banking Corporation PLC
No 450, Galle Road,
Colombo 03,
Sri Lanka.
Registrars to the Issue
P W Corporate Secretarial (Pvt) Ltd
No. 3/17, Kynsey Road
Colombo 08, Sri Lanka
Tel: +94 11 4640360
Fax: +94 11 4740588
A.
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Applications are invited from the Public to subscribe for One Hundred Tirty Tree Million Tree Hundred
and Tirty Tree Tousand and Five Hundred (133,333,500) new Ordinary Voting Shares of the Company at
a price of Tree Rupees (LKR3.00) per share under the terms and conditions set out in this Prospectus.
4.1 Objectives of the Issue
Te primary objective of this ofering is to list the shares of the Company on the Diri Savi Board of the Colombo Stock Exchange.
A listing would also facilitate the Company to access the capital markets of Sri Lanka, and to have a wider spread of ownership by
encouraging the public to be part of the success of the company.
Te company is required to raise a minimum sum of LKR 105 Million from the proposed Initial Public Ofering, to be eligible to
be listed on the Diri Savi Board (approximately 35,184,467 shares must be subscribed) which will be mobilized into the Group
Companies as interest yielding loans at prevailing market rate as details given below.
Adam Investments has been appointed as the Management Agent to spearhead the strategic direction of these companies via
a Management Agreements as details given in Annexure-C. Adam Investments will utilize these cash proceeds to expand the
businesses operations of the group companies that shall capitalize the unfolding opportunities in the developing Sri Lankan
economy.
Following are the investment opportunities for which the IPO proceeds shall be utilized.
AINV owns 43% of Network Communications (Pvt) Ltd. Investment on Network Communications (Pvt) Ltd
which is estimated at LKR 42.5Mn (50% of the IPO proceeds will be invested in this company afer subtracting the
IPO cost) will be utilized to improve and expand the company operations. Network Communications (Pvt) Ltd
has completed a preliminary study to launch a company in Sri Lanka to undertake International Services including
to originate voice calls on any local Public Switched Telephone Network (PSTN) and terminate international
voice calls by using the existing license of External Gateway for International Communication and International
Simple Voice Resale (ISVR) by mid-2014. Telecommunication service sector is in high growth phase worldwide
which creates a strong demand for International Simple Voice Resale services. Minimum investment in this project
is estimated at LKR 15 million. Required equipments to set up this operation will be purchased on tender basis
where both local and international suppliers would be considered. Company does not depend on any supplier at
the moment and will fnalize the suppliers at the point of inception. Tere is no any payable amount or goodwill
payment applicable. Funds would be mobilized to setup the infrastructure within one year subsequent to the IPO
Company has started a preliminary study to set up a BPO operation (Business Process Outsourcing) which will
function to facilitate hospitals and medical services. Minimum investment in this project is estimated at LKR 8
million. Operations of this business scheduled to be started within 2014 and the funds will be mobilized within
12 18 months subsequent to the IPO
Further, Network Communications (Pvt) Ltd will expand their retail outlets of the existing business operations of
the company during the year 2014 to increase their presence to drive up demand further and strengthen Network
Communications (Pvt) Ltds competitiveness in the market in order compete with other players. Te location for the
outsourcing company and the new retail outlets for the existing business will be fnalized afer the market surveys
and feasibility studies; however, the management has commenced a preliminary study and identifed a number of
favorable sites for the proposed expansion. Management is targeting to open new retail outlets in economically
strong cities such as Kandy (Kandy City Center), Kiribathgoda, Kadawatha, Kurunegala, Galle, Matara, Jafna,
Ratnapura, Balangoda, Bandarawela, Nuwara Eliya and Trincomalee. It is planned to diversify the current product
range by expanding in to home appliances in addition to the current product portfolio of computer peripherals and
mobile phones. Minimum investment in this expansion is estimated at LKR 19.5 million. It is planned to mobilize
the funds to this purpose within one year subsequent to the IPO.
A.
3 INVITATION TO SUBSCRIBE
4 INFORMATION CONCERNING THE ISSUE
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Te estimated investment of LKR 26.25Mn (25% of the IPO proceeds) on Adam Apparels will be utilized to upgrade
and increase the number of computerized industrial sewing machines in the existing factories. Tis will enable the
company to achieve competitive advantages through a lower operating cost and a higher level of productivity.
Further, the improvements in the productivity will increase the present production capacity. Te present production
capacity of the factory is approximately 4.7Million pieces per annum. Te increased production capacity will scale
up the clientele by attracting more reputed international buyers. It is planned to mobilize the funds to this objective
within one year subsequent to the IPO.
In addition, Investment on Adam Metals estimated at LKR 13.125Mn (12.5% of the IPO proceeds) will be utilized
to upgrade the manufacturing facilities and infrastructure of Adam Metals through refurbishments and expansions
of the existing machinery, refurbishments of the factory and the retail outlet to improve efciency. Minimum
investment in this expansion is estimated at LKR 5.125 million.
Further Adam Metal will expand their retail outlets mainly in Eastern and Northern Provinces to harness the
opportunities created from the revitalizing construction industry. Minimum investment in this project is estimated
at LKR 8 million.
Te funds would be mobilized to above purposes within one year subsequent to the IPO.
Te management is undertaking a preliminary study on other lucrative investments in high growth sectors and
looking for opportunities in the emerging market to invest and this will further enhance the growth of the business
operations, while attempting to diversify the business activities of the company. Terefore, the balance proceed is
to be funded on other lucrative investment in the market afer the appropriate due diligence studies. As a result It
is planned to expand the business of Adam Air-conditions (Pvt) Ltd which has already started its operations and
launch Adam Automobile (Pvt) Ltd which is planned to start its operations in 2014. Minimum investment in each
company is estimated at LKR 1.5 million.
Further Adam Investments will invest in Colombo Stock Exchange and in government securities such as treasury
bills and bonds as an when the management decides it is viable. Minimum investment in these objectives is
estimated at LKR 10 million.
Te funds would be mobilized to above purposes within one to two years subsequent to the IPO.
If the proposed issue is fully subscribed, the company will allocate the funds into the above mentioned companies at the same
proportion for the same purposes explained above under sections 4.1 A,B,C and D. In such an event, the investment in Network
Communications (Pvt) Ltd is estimated to be 200Mn, investment in Adam Apparel estimated to be 100Mn and investment in
Adam Metals estimated to be 50Mn, and the balance sums afer fnancing the IPO cost to be allocated under Section 4.1D.
Further, the management of Adam Investments intends to derive the following benefts by listing of the Company on the Colombo
Stock Exchange.
4.2 Listing
An Application made has been approved in principal by the Colombo Stock Exchange to deal in and for a listing of Four Hundred
Forty Nine Million Nine Hundred and Ninety Tree Tousand Seven Hundred (449,993,700) shares being the entirety of the
shares represented in the Stated Capital of the Company, subsequent to the Ofering, out of which One Hundred and Tirty Tree
Million Tree Hundred and Tirty Tree Tousand Five Hundred (133,333,500) shares are ofered for subscription in terms of
this Prospectus.
Upon the successful completion of the Ofering, the Company will be listed on the Diri Savi Board of the Colombo Stock Exchange
(CSE), subject to compliance with Rule 2.1.3 of the Listing Rules of the CSE and the relevant SEC directives.
Te 133,333,500 shares, upon allotment will rank paripassu with the existing 316,660,200 issued Shares of the Company with full
voting rights and the right to participate in any dividend declared to Ordinary Shareholders by the Company afer the allotment
of the ofered shares and the right to an equal share in the distribution of the surplus assets of the Company on liquidation.
B.
C.
D.
Enhance and strengthen the companys brand identity in the local capital markets while opening further
opportunity to access domestic equity markets through rights issues and other fnancial derivatives.
Enhance customer acceptance in the international consumer markets as a listed entity.
Broaden the ownership of the company.
Greater access to the domestic capital market.
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Applications should be made for a minimum of One Tousand (1000) shares and applications exceeding the minimum should be
in multiples of One Hundred (100) shares.
4.3 Consideration
Te Company and the Board of Directors of Adam Investments Limited are of the opinion that the ofer price of LKR3.00 is fair
and reasonable to the Company and to all existing shareholders of the Company.
4.4 Subscription List Opening and Closure Date
Te subscription list for the ofered shares will open at 9.00 a.m. on 19th May 2014 and shall remain open for fourteen (14) Market
Days until closure at 4.30 p.m. on 05th June 2014. (Period for the Subscription)
APPLICATIONS MAY HOWEVER BE MADE FORTHWITH
In the event of an over subscription of the ofered shares prior to the date scheduled as the closing date of the period for the
subscription, the Company shall inform the CSE in writing immediately of such fact and, with notifcation to the CSE, the
subscription list will be closed at 4.30 p.m. on the same day on which it is fully subscribed.
4.5 Basis of Allotment
Number and the percentage of shares to be allotted to the Retail Individual Investors, Unit Trusts and Non-Retail categories are
as follows;
Retail Individual Investor : 53,333,400 shares (40%)
Unit Trusts : 13,333,350 shares (10%)
Non-Retail : 66,666,750 shares (50%)
In the event of an oversubscription, the shares will be allotted according to the aforested Allotment Structure, at the discretion
of the Board in a fair manner. In determining the basis of allotment within the Retail Individual Investor category, Individual
Investors who subscribe for a smaller number of shares shall be given priority.
In the event of an under subscription of the Non-Retail Investor Category, the quantum of shares undersubscribed may be
redistributed in a fair manner at the discretion of the Board to other categories that may be oversubscribed.
In the event of an under subscription in the Unit Trust Investor Category, the Retail Investor Category shall be given frst priority
in allotment of the undersubscribed shares.
In the event of an under subscription in the Retail Individual Investor Category, the Unit Trust Investor Category shall be given
frst priority in the allotment of the undersubscribed shares.
Applications submitted by Growth or Balanced Unit Trusts under the Unit Trust Investor Category should conform to the
criteria defned by the SEC directive Ref:SEC/LEG/11/06/01 dated 6th June 2011 and CSE Listing Rule 3.1.5(b)(iii).
4.6 Cost of the Issue
Te costs associated with the Issue consist of all direct costs and expenses associated with the Issue, inclusive of but not limited to
advisory fees payable to the Manager to the Issue, brokerage commission, fees for the registrars function, certain legal, consultancy
and accountancy fees, printing costs and stamp duty. Such costs are estimated at LKR 10,000,000/- will be funded by the proceeds
from the Issue.
4.7 Procedure for Application
Annexure - A sets out the detailed Procedure for Application including Banking of Payments, Basis of Allotment, CDS Lodgments,
Non Issue of Certifcates, Rejects and Refunds.
4.8 Collection Points for Prospectus and Application Forms
Copies of this Prospectus and Application Forms may be obtained free of charge from the parties named in Annex C Collection
Points.
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4.9 Declaration to the Colombo Stock Exchange and Secondary Market Trading
Te Company will submit to the CSE a Declaration on the Market day immediately following the day on which Investors CDS
accounts are credited with securities. Trading of Ordinary Shares of the Company on the secondary market will commence on or
before the third Market Day from the receipt of the Declaration by the CSE.
(Accordingly, the Commencement day for trading shall not exceed the 22 Market days from the day of closing of the Subscription
List).
4.10 Underwriting/Minimum Subscription
Te Initial Public Ofering is not underwritten.
Te minimum subscription required on this Ofer to seek a listing on the Diri Savi Board of the CSE is the subscription for at
least 35,184,467 shares (which 10% must be held by the public shareholders, post IPO). Further, the minimum public holding of
35,184,467 shares must be subscribed by at least 200 shareholders.
In the event the Company not receiving the minimum subscription, the Company will return the subscription to the applicants
and the companys shares will not be listed.
4.11 Inspection of Documents
Te Articles of Association of the Company, the Audited Financial Statement of the Financial Year Ended 31st December 2012
and 31st December 2013, Management Agreements between Adam Investments Limited and other associate companies Adam
Apparels (Pvt) Ltd, Adam Metals (Pvt) Ltd and Network Communications (Pvt) Ltd and all other documents pertaining to the
Company to which references are made in this Prospectus could be inspected by the public during normal working hours at
the Registered Ofce of the Company from the date hereof until the subscription list closes or up to fourteen (14) Market Days,
whichever is later.
Tis Prospectus, Application Form for subscription of Shares and the Articles of Association of the Company will also be hosted
in the website of the CSE (www.cse.lk) and the website of the Company (www.ainv.lk) from seven (7) market days prior to the date
of opening of this Share Issue for a period of not less than Fourteen (14) market days.
5 OVERVIEW OF ADAM INVESTMENTS LIMITED
Adam Investments Limited was incorporated in 2011 by Chairman Deshabandhu Dr. Ali Asger Shabbir Gulamhusein, to focus
on key growth industries that play a pivotal role in the countrys economy. Te company has commenced its business operations
in January 2012. Adam Investments Limited is an investment holding company which holds shares of privately held companies
operating in various industries such as apparel, metal, network communication and automobile and in quoted equity shares in the
Colombo Stock Exchange. Te companies that function under Adam Investments are
Adam Apparels (Pvt) Ltd, a premier manufacturer and exporter of garments for leading global fashion labels. For 3 decades this
company has contributed to the largest export earning industry in the island, which despite local and international challenges, has
continued to grow steadily year on year.
Adam Metals (Pvt) Ltd which is one of the oldest manufacturers of metal hardware items in the island is expertly positioned
today to take advantage of the rapidly booming construction / infrastructure development projects in the island.
Network Communications (Pvt) Ltd is the groups IT / Electronics arm. With the rapid urbanization of the island and the
governments systematic drive to push the ICT industry forward, Network Communications shows a very promising future as a
key player in a growing ICT industry in the future Sri Lankan.
Adam Investments Limited has acquired 39.8% of Orient Garment Plc, which is a listed company trading on CSE. Subsequently
Adam Investment announced a mandatory ofer to purchase the remaining shares under the company takeovers and mergers
code. AINV is planning to increase its shareholding in Orient Garment Plc up to 51% within the year 2014. AINV has obtained
board control of Orient Garments PLC in January 2014 and as a result Orient Garments PLC has become a subsidiary of AINV.
Tis strategic acquisition provides many synergies with Adam Apparels (Pvt) Ltd since they operate in the same industry.
Te group recently inaugurated two new companies, namely Adam Automobiles (Pvt) Ltd and Adam Air conditions (Pvt) Ltd.
In 2011 / 2012 Sri Lanka saw its largest ever volume of vehicle imports. Tus, Adam Automobiles (Pvt) Ltd was conceived with the
aim to provide spare parts and services to cater to the rapidly increasing demand for these items. 2012 saw a drop in importation
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of consumer electronics except for three items, which were, TVs, mobile phones and air conditioners. Since the group is already
engaged in the importation of TVs and mobile phones through Network Communications (Pvt) Ltd, Adam Air conditioners
(Pvt) Ltd was inaugurated to tap the growing demand for air conditioning systems in the country.
Adam Investments is also a leading investor in the Colombo Stock Market and acquired stake of 8.9% in Ceylon and Foreign
Trades PLC (Please Refer Section 5.1.5) which is one of the oldest listed companies trading on CSE and acquired 10.12% PC
House Holdings Plc.
With a director board, that has an accumulated top management experience of over many decades, Adam Investments has the
ideal set up to strategize and ensure the rapid growth of the organization. Adam Investments is poised to seize the opportunities
of growing industries in the country and shall add many more lucrative ventures under its belt to elevate Adam Investments to
new heights.
5.1 Group Structure
Te group structure of the company is illustrated below.
Te dates of which AINV acquired the above stakes are as follows.
Investments of AINV Percentage of Ownership Date of Acquisition
Network Communications (Pvt) Ltd 43% 21st September 2012
Adam Metals (Pvt) Ltd 47% 20th September 2012
Adam Apparels (Pvt) Ltd 21% 21st September 2012
Adam Automobiles (Pvt) Ltd 100% 31st December 2012
Adam Air Conditions (Pvt) Ltd 100% 31st December 2012
Orient Garments Plc 39.8% 2nd December 2013
Ceylon and Foreign Trades Plc 8.90% 6th June 2013
PC House Holdings Plc 10.12% 2nd December 2013
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5.1.1 Network Communications (Pvt.) Ltd (NETCOM)
Network Communications (Pvt.) Ltd was incorporated on 31st July 2002. It is a diversifed organization, which has been in
operation for the past 12 years. Netcom is specialized in manufacturing, importing, retailing and distributing a diverse portfolio
of products such as computer accessories, computer hardware, computer sofware, computers, mobile phones, accessories and
electronics.
Te company also holds the license to operate external gateway for international communications and license of International
Simple Voice Resale (ISVR).
Netcom also operates a high class and accurate repairing facility and service center, which provides fast and easy solutions to
customers treating them with utmost priority and providing accurate information. Importing products such as, Veiwsonic,
Hitachi, Panda, Boistar, Ultrasonic, Blackberry, Nokia and Kingston, Network Communications (Pvt) Ltd has a strong position
in the technological world because of the diversity of goods and services it provides. Te company also ofers up to date sofware
solutions and has a vast distributor base that covers the entire island.
With retail outlets positioned at prominent computer malls such as Liberty Plaza, Unity Plaza, and Spencer Plaza, Netcom
has taken the IT world by storm with its afliation to leading global brands, of which it has secured sole distributor rights,
gaining a strong market position despite severe competition. Netcom also operates on an agreement with the Building Materials
Corporation to have its products in all their outlets. Tis gives the organization a cutting edge over all other competitors by giving
it deep reach into all regions of the country.
Te customer base of Network Communications will also bear testament to the efcient afer sales service provided by its sales
team, which grows and operates to ofer the highest standard of customer service.
Full Name of the Director Residential Address
TAHER ABBAS GULAMHUSEIN
IDRIS SHABBIR
ALI ASGER SHABBIR.
NO.16, ADAMS AVENUE, COLOMBO 4
NO.11/1, HAVELOCK ROAD, COLOMBO 05
Directors of Network Communications (Pvt) Ltd are as follows;
Netcom Workplace
Netcom Showrooms in Liberty Plaza
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Full Name of the Director Residential Address
IDRIS SHABBIR
ALI ASGER SHABBIR.
NO.16, ADAMS AVENUE, COLOMBO 4
Directors of Adam Metals (Pvt) Ltd are as follows;
5.1.1.1 Licenses Owned by Network Communications (Pvt) Ltd
NETCOM retains valuable licenses to operate external gateway for international communication and license of international
simple voice resale (ISVR). Te management believes NETCOM is well positioned to take advantage of using these licenses and
tap into the International voice resale business.
Te Government of Sri Lanka with the National Telecommunication Policy had introduced a new dimension to the liberalized
environment of the international telecommunications sector by granting licenses to operate External Gateways for international
telecommunications and NETCOM acquired 1 of 32 licenses issued to operate an external gateway for international
telecommunication. Further, the government of Sri Lanka has stopped providing licenses; therefore, only 32 licenses were issued
and will be the entry barrier for new participants to enter in to this operation. Tus, NETCOM will take advantage of this
opportunity to startup IT-enabled services in Sri Lanka.
5.1.2 Adam Metals (Pvt.) Ltd
Adam Metals has been started as a sole proprietorship in 1973 and incorporated as a Private company named Adam Metals (Pvt)
Ltd on 14th August 2008. Te business has been fourishing in the household and industrial hardware business for over thirty
years. Adam Metals manufactures high quality metal products at its own 40 perch factory situated at Vauxhall Street, Colombo 02.
Te company also imports a variety of consumer hardware items which are sold on retail and wholesale basis through its own 25
perch sales center located in Abdul Jabbar Mawatha, Colombo 12, and through its island wide distribution network.
Te company plays a major role in supplying material to the booming construction industry of Sri Lanka. Manufacturing
products such as, GI staples, nails, barbed wire and panel pins. Adam Metals operates with high tech machinery to ensure the
highest production quality. Adam Metals also imports products from India and China to cater to the local market. In a developing
country, it goes without saying that construction is an integral part of urbanization. Adam Metals understands the demand there
is for high quality construction material and caters to that demand, ofering material that ensures long lasting constructions.
5.1.1.2 Shareholding of Network Communications (Pvt.) Ltd
Shareholding of Network Communications (Pvt.) Ltd
NAME RESIDENTIAL ADDRESS NUMBER OF SHARES PERCENTAGE
SHABBIR ABBAS
GULAMHUSEIN
NO.11/1, HAVELOCK ROAD,
COLOMBO 05
2,310,001 50.00%
264, GRAND PASS ROAD, COLOMBO
14
2,000,000 43.29%
IDRIS SHABBIR
NO.11/1, HAVELOCK ROAD,
COLOMBO 05
310,001 6.71%
NO.16, ADAMS AVENUE, COLOMBO
04
1 0.00%
TOTAL 4,620,003
Manufactures by Adam Metals
Imports by Adam Metals to the local Market
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5.1.2.1 Shareholding of Adam Metals (Pvt.) Ltd
Shareholding of Adam Metals (Pvt.) Ltd
NAME RESIDENTIAL ADDRESS
NUMBER
OF SHARES
PERCENTAGE
IDRIS SHABBIR NO. 11/1, HAVELOCK ROAD, COLOMBO 05 750,000 50.00%
ALI ASGER SHABBIR NO. 11/1, HAVELOCK ROAD, COLOMBO 05 50,000 3.33%
ADAM INVESTMENTS
LIMITED
264, GRANDPASS ROAD, COLOMBO 14 700,000 46.67%
TOTAL 1,500,000
5.1.3 Adam Apparels (Pvt.) Ltd
Established in 1978, the company is one of the premier apparel manufacturers in Sri Lanka that carries out all forms of production
to meet ISO management system standards. It has its factories spanning over an area of approximately four acres. With over 1500
employees and 600 computerized industrial sewing machines, Adam Apparel has a present production capacity of approximately
4.7 Million items of clothing per annum.
Adam Apparels (Pvt) Ltd currently own three garment factories located in Colombo, Hanguranketha and Hakmana and continue
to live up the high standards of quality that has become synonymous with the Adam brand. Adam Apparel Hakmana is the
new addition of factories bought in January 2014 to the company with a considerable expansion of capacity. With a vision
to continuously improve the management strategies and production methods Adam Apparel strive to increase efciency and
provide products of the highest quality. In addition to this company recognize their obligations to the workforce and community,
and values the principals of ethical manufacturing and trading.
Te company specializes in manufacturing of woven items of clothing for kids, ladies and gents. Adam Apparel has a clientele of
celebrated international labels such as, BHS, Mothercare and Sainsburys. Te companys primary export markets for its fnished
products are the UK, USA and the EU. With over 3 decades of production and service under its belt, the company strives to ensure
the highest quality of customer service. Customer satisfaction is its focus and the success of the organization bears testament to
the degree of quality and service provided by it.
Te diverse portfolio of products under Adam Apparel includes a range of Jackets, Shirts, Shorts, Pants, Cargo Pants, Ski Suits,
Childrens Clothing and Mens Swim Wear.
Diverse Portfolio of Products of Adam Apparels
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5.1.3.1 Shareholding of Adam Apparels (Pvt.) Ltd
Shareholding of Adam Apparels (Pvt.) Ltd
NAME RESIDENTIAL ADDRESS
NUMBER
OF SHARES
PERCENTAGE
SHABBIR ABBAS GULAMHUSEIN NO.11/1, HAVELOCK ROAD, COLOMBO 05 350,000 18.46%
TAHER ABBAS GULAMHUSEIN NO.16, ADAMS AVENUE, COLOMBO 04 1,000 0.05%
QURESH ABBAS GULAMHUSEIN NO.16, ADAMS AVENUE, COLOMBO 04 4,800 0.25%
IDRIS SHABBIR NO.11/1, HAVELOCK ROAD, COLOMBO 05 300,000 15.82%
ADAM INVESTMENTS LIMITED 264, GRAND PASS ROAD, COLOMBO 12 400,000 21.10%
JAMES ROBERT MOHAN
FERNANDO
VINITHA, NO.278, UNIONPLACE,
COLOMBO 02
840,000 44.31%
TOTAL 1,895,800
5.1.4 Orient Garments Plc
AIL currently holds 39.8% of Orient Garments PLC and made a mandatory ofer to Acquire the Balance Issued and Fully Paid
Ordinary Voting Shares of Orient Garments PLC on 17th December 2013. AIL obtained board control of OGL in January 2014
and has taken several actions to improve the efciency and efectiveness of the company. High levels of experience and skills of
AIL in the apparel industry will improve the performance of OGL to witness its full potential. Te ongoing restructuring process
will unlock the full value of OGL in the near future.
Orient Garments PLC is a Sri Lankan manufacturer and exporter of high-end apparel - with special expertise in outerwear, casual
wear and sportswear. Company specialized in apparel for over 30 years, and the rich experience in manufacturing and exporting
makes OGL one of the most reliable clothing suppliers in Sri Lanka.
As an established player in an aggressive industry, OGL thrives in the perfect mix of state-of-the art machinery and the skills of
employees, as OGL strives to satisfy customers who demand the best. By forming critical alliances both at home and worldwide
OGL is proud to service some of the best apparel brands in the world.
Since the beginning in 1982, OGL has grown into 5 modern manufacturing Facilities including 1950 machines. OGL has a staf
strength of around 3500 and generates 13.2 million pieces per annum. Te manufacturing process is engineered to achieve the
most efective method in delivering the end product. From Critical decisions in fabric selection to building design and maximizing
efciency, the process is both streamlined and timed to perfection.
Key Customers of OGL are-
UK based fashion retailer with a presence of sourcing out of Sri Lanka for over 14 years.
OGL is a top 10 supplier out of NEXT Sri Lanka. We supply Mens & Ladies Casual Outerwear and
Bottoms as well as Childrens Outerwear and Bottoms to NEXT.
A Global Fashion Brand, with a presence in the US, Europe and Asia. OGL supply Mens &
Childrens Casual Outerwear and Bottoms to Tommy Hilfger.
A Global grocery and general merchandising retailer based in the UK. TESCO is the worlds third
largest retailer. OGL Supply Mens, Ladies and Childrens Casual Bottoms & Jackets to TESCO
through Sri Lanka Hub Ofce.
A global fashion brand. OGL supply their LAUREN and CHAPS Brands Products, mostly
ladies Bottoms.
Europe based retailer. OGL supply Ladies Casual Outerwear and Bottoms.
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On time delivery, consistent quality, competitive pricing, are just the more visible reasons for customers keep coming back to
OGL.
Te Accreditations of OGL are
Compliant in code of conduct for TOMMY HILFIGER Europe B.V.
Compliant in code of Practices For NEXT SOURCING LIMITED.
Compliant in Technical and Ethical Trade Initiatives for TESCO PLC.
Compliant in Global Security Verifcation for POLO RALPH LAUREN.
Fair Trade Certifcation
Organic Exchange (Blended and OE 100) Textile certifcation.
Garments without Guilt certifcation.
5.1.5 Ceylon and Foreign Trades PLC
In 1986 the Adam Group bought controlling interest of Ceylon & Foreign Trades Plc. (CFT) which was established in 1949
and became a publicly quoted company in 1978. Te Company, which began operations by exporting traditional Ceylonese
commodities gradually, expanded and consolidated its status as an import/export house of repute.
A major development following increasing activity of the Company was the broad basing of its ownership and it assumed the
status of a Public Limited Liability Company in 1978. Te Companys major exports were Tea, Rubber and Coconut during the
frst and second phases of its operations, which were also the major export products of the Country.
During the last one and half decades, the CFT group diversifed its operations to enter the feld of spice and desiccated coconut
exports. Te export trade forms the backbone of the countrys economy and it is with justifable pride that CFT could claim to
be a stakeholder in the task of earning vital foreign exchange for the country for decades. In addition to being an exporter, the
other main businesses of CFT can be categorized as property development and share trading. CFT is one of the largest cement
importers in Sri Lanka.
CFT, the fagship company has a subsidiary which is a freight forwarding company and an associate company which is a public
quoted company, On ally Holdings PLC well known as Unity Plaza.
Te company continued with its development plan in inaugurating CFT consumer division in January 2011, for import and
distribution of FMCG products. CFT consumer is the sole agent for ARS brand pest control products, Parachute the worlds
largest packaged coconut oil, Aquawipe a high quality wet wipe Range and Safola cooking oil which is well known to reduce
cholesterol levels.
Modern Machinery used in Orient Garments PLC
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CFT is an authorized dealer for ARS brand in Sri
Lanka. ARS is a Number one Japanese pesticide brand
which is the leader of innovations in the industry
and available in over 85 countries worldwide.
AQUAWIPE is one of CFTs own brands, which is
registered with the health ministry of Sri Lanka and
CDDA. Presently AQUAWIPE has been ranked as
number one brand of high quality wet wipes in Sri
Lanka.
CFT is an authorized dealer for PARACHUTE
coconut oil in Sri Lanka. PARACHUTE is the
worlds largest packaged coconut oil brand. It is
internationally acclaimed and enjoys tremendous
equity and trust across generations.
CFT is an authorized dealer for SAFFOLA cooking
oil in Sri Lanka. SAFFOLA is a forty-year-old
cooking oil brand. A unique blend of rice bran oil
and kardi seed oil, which is proven to promote a
healthy lifestyle.
5.1.6 Adam Air Conditions (Pvt) Ltd
Adam Air Conditions (Pvt) Ltd was inaugurated to cater to the growing demand for air conditioning systems in the country
and started its operations in July 2013. Te year 2012 saw a signifcant drop in imports of all consumer electrical items, except
for Mobile phones, TVs and Air Conditioners. Since Network Communications already imports Mobile phones and TVs, the
decision was made to branch out with Adam Air Conditions (Pvt) Ltd which handles the importing, marketing and servicing of
Air Conditioners.
Adam Air Conditions (Pvt) Ltd is a fully owned subsidiary of Adam Investments Limited.
Products under Adam Air brand
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5.1.7 Adam Automobiles (Pvt) Ltd
In 2011/2012, Sri Lanka saw its largest ever volume of vehicle imports. Tus, Adam Automobiles (Pvt) Ltd was conceived with
the aim of providing spares and services to cater to the rapidly increasing demand for these items. Adam Automobiles (Pvt.) Ltd
will commence its operations in 2014 to handle the imports of various vehicles and vehicle parts to meet customer requirements.
Adam Automobiles (Pvt) Ltd is a fully owned subsidiary of Adam Investments Limited.
Running an organization as diverse and fast growing as Adam Investments Limited, requires meticulous planning, fawless
strategy and precise execution. Te top management of Adam Investments has been handpicked to ensure this happens. Each
director serving under Chairman Deshabandhu Dr. Ali Asger Shabbir Gulamhuseins guidance ensures the smooth sailing
of the organization. Te top management brings with them many years worth of experience that helps them understand the
requirements of upholding an organization of this caliber.
5.2 Principal Activities
Adam Investments Limited is an investment company. Te company currently has invested in several sectors such as Information
Technology, Manufacturing, Trading and Apparel sector of the country. In the future Adam Investments will expand the portfolio
of investments further by investing into several other lucrative sectors in order to capitalize on the rising opportunities in the
developing Sri Lanka.
5.2.1 Investment Policy
Te tenor of the investments by the company would be medium to long term. Te investment decisions will be based on the
industrial sectors that the management will have an edge over industry knowhow. Te management will utilize an active investment
policy by continuous delivery of management expertise to unfold the true potential of the acquired companies.
Te Company will also manage a portfolio of investments in listed companies where the intrinsic values of the shares are refected
in the market price. Te capital gains thus realized will be used to generate shareholder value to the investors of Adam Investments.
5.2.2 Main Lines of Business and Key Revenue Drivers
Since the company is the investment company, it has diversifed into several sectors and generates investment income, dividend
income and capital gain from its group of companies.
5.2.3 Key Customers & Suppliers
Adam Investments Limited is a holding company and has invested into several other industry sectors in the economy. Terefore,
the degree of dependency by key Customers and Suppliers will hinge upon the respective industries of the group companies.
5.2.3.1 Network Communications (Pvt.) Ltd
Dependence on key customers
Te dependency on key customers by Network Communications (Pvt.) Ltd would be primarily associated with low to medium
spending market individuals and corporates. As a nature of this sector, the company does not rely on individual customers since
they are exposed to a large number of small customers.
Dependence on key suppliers
Since the company has a large portfolio of products, it does not depend on a few number of suppliers. However, the company has
become a business partner with leading global brands such as HP, Hitachi, Sony, Intel, Logitech, Kingston, XFX, Asrock, Wep and
Suzuki, which leads the company to obtain the uninterrupted supply of products.
5.2.3.2 Adam Metals (Pvt.) Ltd
Te performance of Adam Metals (Pvt.) Ltd and the dependence on key customer are infuenced by the construction projects
in the country. Te construction industry in Sri Lanka is experiencing a rapid growth afer the 30 years confict and posts war
reconstruction, and also due to several mega scale infrastructure developments embarked by the Government and other industrial
and agricultural projects that are in progress.
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Te Construction industry is the key customer segment for Adam Metals (Pvt.) Ltd. However, Adam Metals (Pvt.) Ltd does not
depend on a single customer or fewer customers, since they have a large number of small and medium-spending customers.
Adam Metals (Pvt.) Ltd is not solely dependent on any supplier, since raw materials used in manufacturing are in abundance. Te
suppliers are determined based on competitive quotations forwarded for raw materials.
5.2.3.3 Adam Apparels (Pvt.) Ltd
Since Adam Apparels (Pvt.) Ltd is connected to a large set of customers, the company does not rely on any individual customers.
Adam Apparels (Pvt.) Ltd is not solely dependent on any supplier.
5.2.3.4 Adam Air Conditions (Pvt.) Ltd
Since Adam Air Conditions (Pvt.) Ltd is connected to a large set of customers such commercial and residential construction
projects, hotels, condominium etc, the company does not rely on any individual customers.
Adam Air Conditions (Pvt.) Ltd is not solely dependent on any supplier. Company holds its own patented brand name and design
which can be manufactured by using any manufacturer which meets the company standards and requirements. Terefore the
company does not depend on any supplier.
5.3 Future Strategies and Assumption thereto
Te Future Strategies of Adam Investments will see its daylight through the execution of its astute management skills on its other
Group Companies where Adam Investment is given the rights to steer the future strategic direction.
5.3.1 Mobiles and IT related Services
Te proposed BPO activities by Adam Investments will be launched in Sri Lanka through NETCOM during mid-2014. Te
company will generate foreign currency to the country by undertaking International Services by originating voice calls from any
local PSTN by using the existing license of External Gateway for International Communication and International Simple Voice
Resale (ISVR).Tis licensed platform will generate multiple opportunities to deliver innovative value added BPO services to
overseas clients. Telecommunication service sector is at a high growth phase in many parts of the world, and has thus created a
strong demand for International Simple Voice Resale services.
As per World Bank Development Indicators Sri Lanka has an intelligent and cost-efective English-speaking labor force, with a
considerable cost arbitrage against other developed economies. Considering this economic potential Sri Lanka is fast emerging as
a niche global destination attracting outsourcing of IT and BPO services. At present, Sri Lanka is ranked among the Top 50 Global
Outsourcing destinations by AT Kearney and ranked among Top 20 Emerging Cities by Global Services Magazine. Te aim of
the Government is to promote the IT industry to a Billion Dollar Industry with 150,000 direct employments in the next 3 years.
In line with this, the Government has launched various programs to increase ICT literacy to 75 percent by 2016. Tese prospects
will deliver good opportunities for NETCOM and certainly will enhance the economic viability of the proposed BPO activities.
Te upsurge in IT literacy will enhance the market for computers and other peripherals. Sri Lanka has recorded a notable growth
in Telecommunication Sector with a larger fraction of population using mobile phones for their daily communication purposes.
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Te above graph illustrates the striking development in Telecommunication Infrastructure over the eight years in Sri Lanka.
Mobile subscribers for the year 2005 was only 3.36Mn, however it has rapidly increased to 20.32Mn in 2012 and the compound
annual growth rate (CAGR) for the mobile subscribers is 29% for the past eight years. Te awareness and usage of Internet and
Email subscribers have also increased remarkably over the same period. Te total Internet and Email subscribers have increased
from 115,000 in 2005 to 1.36Mn in 2012.Tis accounts for a Compounded Annual Growth Rate (CAGR) of 42% for the past eight
years, It should also be noted that the total number of subscribers have increased by 62% for the 2012 compared to year 2011.
NETCOM will expand its retail outlets during the year 2014 to increase their presence in a larger market share to capture this
vibrant market for computers, other peripherals and mobile phones. . Te expansion of retail outlets will deliver convenience to
the target market for an easy access to the retail outlets which will in return strengthen the competitiveness of NETCOM. Te
estimated investment for NETCOM will be LKR 200Mn for both expansion of existing operation by increasing the retail outlets
and for the establishment of new business opportunities utilizing the ISVR license.
5.3.2 Construction Metal Products
Te proposed investment amounting to LKR 50Mn on Adam Metals (Pvt) Ltd will be utilized to upgrade the manufacturing
process and infrastructures of Adam Metals to improve efciency and expand retail outlets. Te new retail outlets will be located
in economically vibrant cities that are more prone for infrastructure developments.
Sri Lankas construction sector has witnessed a boom in recent years, particularly in the property development sector. Economic
development, rapid urbanization and increased consumer spending have fueled demand for construction in the form of housing,
high-rise buildings & condominiums and hotels among others. Te governments growth and development plans have also seen
a rise in infrastructure-related construction such as building and revamping roads &highways, bridges and state establishments
as well as utility projects. Te Post-war reconstruction and rehabilitation requirements in Sri Lanka and the general economic
revival are expected to trigger a construction sector boom over the next fve years. During the year 2011 construction has grown
by 14.2% and is expected remain as signifcant contributor to the GDP growth of the country.
Te government strategies aimed at uplifing per capita income in excess of US$ 4,000 by 2016 will up life the capacity
of discretionary income of the consumers. A signifcant portion of this excess liquidity in the economy will get diverted to
investments in property and home improvements.
5.3.3 Apparel Industry
Te estimated investment of LKR 100Mn on Adam Apparels will be utilized to upgrade and increase the number of computerized
industrial sewing machines in the existing factory. Tis will enable the company to achieve competitive advantages through lower
operating cost and high level of productivity. Further, the improvements in the productivity will double the production capacity
and the present production capacity is approximately 4.7 million pieces per annum.
Apparel industry in Sri Lanka has established over the last three decades and has grown to be the number one foreign exchange
earner and the largest single employer in the manufacturing industry. Over the years the industry has achieved a preeminent
position among the leading international brands such as Victorias Secret, Gap, Liz Claiborne, Next, Jones New York, Nike, Tommy
Hilfger, Pink, Triumph, Ann Taylor, Speedo, Abercrombie & Fitch, Lands End, Marks & Spencer, Intimmissimi, etc.
Te industry has built its reputation as a socially responsible and preferred destination for apparel sourcing. Fair wages, discouraging
sweatshops and child labour, compliance with all 27 International Labour Organization (ILO) conventions, International standards
of recycling, efuent treatment and waste management practices, ethical manufacture and acknowledgement in Corporate Social
Responsibility that responds to the needs of a diverse set of stakeholders are some of the competitive advantages that Sri Lankan
apparel industry has achieved over its neighboring competitors. Being identifed as a producer of Garments without Guilt, the
industry places the label Made in Sri Lanka to the world with prestige.
25,000,000
20,000,000
15,000,000
10,000,000
5,000,000
115,000 130,000
202,348
234,000
341,115
502,000
844,000
1,365,655
2005
Mobile Subscribers Internet & Email Subscribers
2006 2007 2008 2009 2010 2011 2012
1,600,000
1,400,000
1,200,000
1,000,000
800,000
600,000
400,000
200,000
0
Development of Telecommunication Infrastructure
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Today the industry as a whole is extending its business horizons to tap the fashion industry from a purely manufacturing outset.
Te value addition through Research and Development could eliminate some of the intermediaries in the value chain and generate
higher margins to the local entrepreneurs.
Te proposed investment in Adam Apparels shall improve the production facilities of the plant to deliver value added services to
leading fashion and lifestyle retailer brands. Te long term business contracts signed with the branded clothing stores will develop
enduring business opportunities for the company. Te embedded long-term business contracts to the company will also enhance
the continuing business value of Adam Apparels.
5.3.4 Air Condition Units
Post confict reconstruction in Sri Lanka has witnessed an increasing demand for building material. Air condition units have
become a necessary item in housing, condominium, ofce premises and hotel projects along with the rapid urbanization and
the increase in consumer spending for luxury living in recent years. Tis witnesses the growing demand for air conditioning.
However the demand for environment friendly air conditioning has become an important requirement of todays world. Based on
this scenario the future market for Air conditioners will be moving towards environment friendly green solutions.
Adam Air Conditions has identifed these requirements of current and future market and providing an environment friendly
product. At the same time these products are manufactured to minimize the electricity consumption by using the latest technology.
Te management is undertaking a preliminary study on other lucrative investments in high growth sectors and looking for
opportunities in the emerging market to invest and this will further enhance the growth of the business operations, while
attempting to diversify the business activities of the company. Terefore, the balance proceed is to be funded on other lucrative
investments in the market afer the feasibility studies.
5.4 Risks associated with Future Plans
Prior to investing in the shares ofered, prospective investors should pay particular attention to the fact that Adam Investments
Limited is exposed to a number of risk factors, some of which are within and others beyond the control of the management.
Te risk factors which are discussed in this section may be considered material to investors in making on informed judgment on
the company. Adam Investments Limited is an investment holding company which holds diversifed its investments into several
leading business sectors such as construction, apparel, Information Technology and automobile. Terefore the discussion below
is focused on risks related to these sectors. Tese risk factors could prevent the achievement of the companys business objectives.
Te future plans of the company may change due to unforeseen events that may arise in the macro and micro environment.
If any of the risks and uncertainties mentioned blow develop into actual events, the Companys business, fnancial conditions and
future prospects could be adversely afected which could impact on the market price of the Issued Shares.
5.4.1 Risks relating to Macro-Environmental Factors.
Unfavourable political and Economic Changes in Sri Lanka
Government has a substantial infuence on many aspects of the economy. Business and fnancial performance of Adam Investments
Limited could be afected by the political instability of the country. Prospects of the business sectors invested by AINV are closely
linked to government policies. Specially the government policy on infrastructure development is linked to construction sector
development in the country. However the post confict infrastructure developments of the country have witnessed a favourable
market condition in the construction sector.
Exchange Rate Risk
Sri Lankan rupee depreciation might infuence the export prices of Apparel products which will afect the revenue of Adam
Apparel (Pvt) Ltd and Orient Garments PLC. On the other hand an unfavourable exchange rate fuctuation can increase the cost
of imported items such as raw material for apparel business and all the other imported product items. However, AINV has an
experienced staf that continuously monitors the exchange rate fuctuations and assists the group when fxing prices for exports
and imported items.
Exposure to the Increasing Competition.
Companies managed under AINV face competition from both local and global competitors in respective industries. As an export
oriented business Adam Apparel and Orient Garments PLC compete with various apparel suppliers globally. Other companies
managed under AINV also face competition from various local competitors. However the strong brand and the proven track
records over decades enable the company to face the competitor pressure successfully.
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5.4.2 Risks Related to the Existing Businesses of AINV
Tax Regulations.
Adam Apparel and Orient Garments PLC are able to import the raw material duty free based to current regulatory conditions
in the country. Any changes to these regulations would afect the proftability of the apparel businesses managed under AINV.
However based on the current situation and the massive support given by the government to encourage the export business it
is highly unlikely that there will be any unfavourable change in these regulations. Additionally import duty is a considerable
component of the products imported for Network Communications (Pvt) Ltd, Adam Automobiles and Adam Air Conditions. A
regulatory change resulting increase in import duty for these items would afect the revenue of the respective businesses.
Natural Disasters
Natural Disasters such as earthquakes, foods or tsunami may delay or damage the current business activities of AINV. Despite
the necessary precautionary measures taken by the group, to minimize the damage from such events, vulnerability to such risks of
natural disasters are inevitable. However sufcient insurance covers have been obtained in order to reduce the risk of such event
and potential interruptions to the business operations.
Uncertainties with the Procurement of Imported Items
Operations of Network Communications (Pvt) Ltd, Adam Automobiles and Adam Air Conditions are dependent on the supply
of the products imported. Delays and other disruptions of the supply can lead to impact the operations unfavourably. However
the experience of supply chain management and the long term relationships with suppliers have minimize this risk and enables
the smooth running of the business.
5.4.3 Risks Related to the Capital Market.
Non existence of prior market for the Shares
Prior to the IPO there has been no public market for the Companys Shares. Tere can be no assurance that an active trading
market for the Shares will develop or if developed, will be sustained, or that the market price of the Shares shall not decline below
the Share Issue Price. Te Share Issue Price may not be indicative of the market price for the Companys Shares afer completion
of the IPO.
Price volatility in the secondary market
Te price of the Shares may fuctuate due to and not limited to the followings: variations in operating results, changes in operating
environment, transitions in the regulatory front, strategic alliances or acquisitions, industrial or environmental laws, fuctuations
in the market prices for products or raw materials, macroeconomic factors and external events. Price of Shares may follow general
investor sentiment prevalent in the market at a given time. In addition, the price of the Shares in the market will fuctuate as a
result of share trading volumes.
5.5 Litigation, Disputes and Contingent Liabilities
Te Company has not been involved, nor is it currently involved in any legal, arbitration or mediation proceedings as at the date
of the Prospectus, which may afect or may have had a signifcant efect on the Companys fnancial position or proftability.
Further, the Company has not been involved in any legal, arbitration or mediation proceedings in the recent past, which may have
had signifcant efects on the fnancial position and the proftability of the Company.
As at the date of the Prospectus, the Company has no contingent liabilities that would afect current and future profts of the
Company.
As at 31st March 2014, there are no penalties imposed by any regulatory or state authority against the Company.
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Adam Investments Limited - Key Financial Ratios
Company Group
FYE 2013 FYE 2012 FYE 2013 FYE 2012
Earnings per share 0.10 0.29 0.12 0.31
Net Asset Value per Share 1.33 1.29 1.37 1.31
Return on Equity 0.08 0.22 0.09 0.24
Debt to Equity 0.56 N/A 0.54 N/A
Current Ratio 3.92 N/A 3.90 N/A
5.6 Key Financial Ratios of Adam Investments Limited
Following are the key fnancial ratios of Adam Investments Limited prepared based on the audited fnancial statements.
6 ECONOMY AND INDUSTRY OUTLOOK IN SRI LANKA
6.1 Economy Outlook in Sri Lanka
Te investor sentiment and economic activity in the country increased substantially following the end of war in 2009, and reduced
the political risk that weighed down the economy for the past three decades. Rapid increases in infation and interest rates were
the witness for the turbulent period in 2008 however; it was rectifed by the CBSL by easing its monetary policy stance as a result
domestic economy activity has started to enter into the growth phase.
Sri Lanka achieved a strong economic growth of 8% in 2010 followed by 8.2% in 2011 and 6.4% in 2012 (as per CBSL) whilst the
economy is projected to grow by 7.5% in 2013. Also, Per Capita GDP increased from USD 2,400 in 2010 to 2,863 in 2011 and 3047
in 2012, which placed the country in the middle income earning category. Supported by favorable monetary, fscal and external
policies, the current macroeconomic environment is conducive for further investment and growth.
Sri Lanka has been able to maintain a single digit infation rate and a lower interest rate environment since 2009. Today, the
country is measured as one of the fastest growing economy in the world. Afer the end of the civil war in May 2009, a number
of investment-friendly infrastructure as well as social and economic development programs have been implemented by the
government.
Under the governments 10-year development plan, the government of Sri Lanka has taken steps to implement an equitable
growth strategy. Tis include provincial development plans to connect the key economical cities with the under-developed cities
through strong infrastructure development projects and regional development plans to address the regional needs. Further, these
developments and infrastructure projects will upsurge the demand for construction and other peripheral products and services.
6.2 Industry Outlook in Sri Lanka
6.2.1 Apparel Industry in Sri Lanka
Apparel industry in Sri Lanka is a key driver to determine foreign exchange rate
Apparel industry in Sri Lanka is the most signifcant and energetic contributor for Sri Lankas economy and export market. Te
apparel industry has grown drastically but steadily over the last three decades and has become the number one foreign exchange
earner, one of the key drivers to determine foreign exchange rate, and the largest single employer in the manufacturing industry.
Today, apparel industry provides direct employment opportunities to over 300,000 and 600,000 indirect employments.
Apparel industry in Sri Lanka producing high quality garments and servicing to uniquely leading international brands such
as Victorias Secret, Gap, Liz Claiborne, Next, Jones New York, Nike, Tommy Hilfger, Pink, Triumph, Ann Taylor, Speedo,
Abercrombie & Fitch, Lands End, Marks & Spencer, Intimmissimi, etc. Troughout the decade, USA and UK are the top markets
for Sri Lankan apparel.
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In 2011, earnings from textile and garment export surpassed the target of USD 4Bn set by the apparel industry. Further, export
earnings from textile and garment accounted for 39.7% of total export revenue in 2011. Qualities of Sri Lankan garments and
rising cost of production in competitor countries have created a favorable environment to sustain a strong demand for Sri Lankan
garments, as a result export earnings increased by 25% in 2011 compared to 2010.
6.2.2 ICT industry in Sri Lanka
Te computer and IT sector is growing at a CAGR of 38%
ICT industry in Sri Lanka is a key contributor to the economic growth of the country and intends to be a major player in
the economic growth of the foreseeable future. ICT industry in Sri Lanka includes Computer and Information Technology, IT
outsourcing services such as BPO, KPO, and Internet Data Centers.
As per CBSL, Computer and Information Technology showed a remarkable growth in 2011 with gross infows of USD 355Mn.
Gross infows account of this industry has increased by 34% in 2011 compared to 2010. Computer and Technology sectors have
been identifed as sectors with high growth potential and several actions have been taken to accelerate the development of this
sector by providing fnancial incentives and concessions by government of Sri Lanka.
Te computer and IT sector is growing at a CAGR of 38%. Te contribution to the GDP by Computer and IT sector has increased
by 34% to USD 355Mn in 2011. In 2006, the contribution by this sector to the GDP was only USD 98Mn; however, in 2011 it
increased to USD 355mn with the government support, availability of highly skilled professionals and infrastructure development.
Growth within this sector is predominantly fuelled by BPO and KPO markets, which is accelerating at a faster pace.
LKR Bn
550
500
450
400
350
300
2009 2010 2011 2012
Source: Economics and Social Statistics of Sri Lanka
Textiles & Garment Exports
850
800
750
700
650
600
550
500
450
400 200, 000
250, 000
300, 000
350, 000
400, 000
450, 000
500, 000
Value (LKR Mn)
Volume of Garments (Mn Kgs) Value of Garments LKR Mn
Volume (Mn Kg)
2008 2009 2010 2011 2012
Volume and Value of Garments
Source: Economics and Social Statistics of Sri Lanka
400
350
300
250
200
150
100
2006 2007 2008 2009 2010 2011
50
Computer and IT
Contributions to the GDP by Computer and IT Sector
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6.2.3 Construction Industry in Sri Lanka
Domestic demand for building metal products and air condition units grow in line with growth in the construction industry
Post-war reconstruction and rehabilitation requirements in Sri Lanka and the general economic revival are expected to trigger
a construction sector boom over the next fve years. Ongoing major infrastructure development activities by the government
and private sectors are the major contributors for the construction growth of the country. Te major infrastructure projects
implemented by the government of Sri Lanka included port development, airport development, road construction and power
generation projects. Construction industry grew at a high rate of 14.2% in 2011 compared to the 9.3% growth in 2010. Increased
construction activity by both public and private sector predominantly fuelled higher growth in the metal product industry, which
mainly comprises building metals.
Major ongoing projects of housing, condominium, ofce premises and hotels implemented by both government and private
sector are gradually increasing demand for air condition units in Sri Lanka. Luxury living style, especially in urban areas resulted
air conditioning a necessity. Global warming and the increasing temperature across the globe are increasing the consumer
consciousness on eco friendly energy saving air conditioning products. Terefore future demand for high quality air conditioners
which are environmentally friendly and saving energy will increase at a steady pace.
6.2.4 Automobile Industry in Sri Lanka
Sharp rise in vehicles imports drives the demand for vehicle spare parts
Te demand for vehicles in Sri Lanka remains buoyant with the import of vehicles and parts recorded a growth of 87% while the
value of imports rose to Rs. 219 billion by 2011 from Rs. 117 billion, according to the statistics of Department of Motor Trafc.
Te share of expenditure on imports of vehicles and parts as a percentage of total expenditure on imports of Sri Lanka has been
increasing over the past decade. In 2011 it accounted for 10% of the total import bill compared to 8% in 2010. Te total number
of new vehicles registered stood at 525,421 for the year as per the Department of Motor Trafc, up 32% from 2010.
It is clear that the demand for vehicle parts in Sri Lanka will witness a steady growth in future in line with the increasing population
of total number of vehicles.
2003
0
1000
2000
3000
4000
5000
6000
2004 2005 2006 2007 2008 2009 2010 2011 2012 2013
Vehicle Population in Sri Lanka - 000
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7 SHARE CAPITAL AND OTHER FINANCING INSTRUMENTS
7.1 Allotment of Shares
Details of shares allotted from the date of incorporation of the Company, including date of allotment, category of shares, and the
consideration received per share and number of shares allotted are given below;
SHAREHOLDER
NUMBER OF
SHARES
CATEGORY
DATE OF
ALLOTMENT /
ISSUE
PRICE
PER
SHARE
VALUE (LKR)
Deshabandhu Dr. Ali Asger Shabbir
Gulamhusein
1 Ordinary 01/04/2011 LKR 10 10
Deshabandhu Dr. Ali Asger Shabbir
Gulamhusein
30,966,019 Ordinary 27/09/2012 LKR 10 309,660,190
Mr. Idris Shabbir 400,000 Ordinary 27/09/2012 LKR 10 4,000,000
Reverend Dr. Lawrence Mervyn
Fritsgerald Adams
100,000 Ordinary 27/09/2012 LKR 10 1,000,000
Mr. Malayandi Jeyaprakash 100,000 Ordinary 27/09/2012 LKR 10 1,000,000
Mr. Loolbadda Waduge Waruna
Priyankara
100,000 Ordinary 27/09/2012 LKR 10 1,000,000
7.2 Share Splits
Each one of the ordinary shares mentioned above has been split into 10 shares on 11th December 2013 increasing the total
number of shares up to 316,660,200 while the stated capital remains same.
7.3 Shareholding Structure
As at the date of this Prospectus, the Stated Capital of the Company was LKR 316,660,200 which comprises of 316,660,200
ordinary voting shares and there was no other class of shares issued by the company. Te names of the existing shareholders,
category of shares, the number of shares and the percentage of shares held as at 31st March 2014 are given below.
Te Ordinary Shares allotted to Deshabandhu Dr. Ali Asger Shabbir Gulamhusein on 01st April 2011 and the ordinary shares
allotted to Deshabandhu Dr. Ali Asger Shabbir Gulamhusein, Mr. Idris Shabbir, Reverend. Dr. Lawrence Mervyn Fritsgerald
Adams, Mr. Malayandi Jeyaprakash and Mr. Loolbadda Waduge Waruna Priyankara on 27th September 2012 will be locked in
for a period of six months from the date of listing of the Company on the CSE as per Rule 2.1.1(d)(i) of the Listing Rules of the
CSE.
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ORDINARY SHAREHOLDERS
CATEGORY OF
SHARES
NUMBER OF
SHARES
SHARE
PERCENTAGE
Deshabandhu Dr. Ali Asger Shabbir Gulamhusein Ordinary - Voting 309,660,200 97.79%
Mr. Idris Shabbir Ordinary - Voting 4,000,000 1.26%
Reverend. Dr. Lawrence Mervyn Fritsgerald
Adams
Ordinary - Voting 1,000,000 0.32%
Mr. Malayandi Jeyaprakash Ordinary - Voting 1,000,000 0.32%
Mr. Loolbadda Waduge Waruna Priyankara Ordinary - Voting 1,000,000 0.32%
Total *316,660,200 100.00%
* Total number of shares mention herein are the post split fgures as mentioned in the Section 8.2
SHAREHOLDER
CATEGORY OF
SHAREHOLDERS
(PRE LISTING)
LOCKED
IN SHARES
THE TIME
PERIOD
AFTER
WHICH THE
SHARES
WILL BE
AVAILABLE
FOR
TRADING
FROM THE
DATE OF
LISTING
NO. OF
SHARES
NO. OF
SHARES AS A
PERCENTAGE
OF TOTAL
NUMBER OF
SHARES IN
ISSUE
Deshabandhu Dr. Ali Asger
Shabbir Gulamhusein
Non-Public Locked-in 6 Months 309,660,200 68.81%
Mr. Idris Shabbir Non-Public Locked-in 6 Months 4,000,000 0.90%
Reverend. Dr. Lawrence
Mervyn Fritsgerald Adams
Mr. Malayandi Jeyaprakash Non-Public Locked-in 6 Months 1,000,000 0.22%
Mr. Loolbadda Waduge
Waruna Priyankara
Shares ofered through the IPO Public Not Locked-in Not Applicable 133,333,500 29.63%
Total *449,993,700 100.00%
* Total number of shares mention herein is the post IPO fgure.
Te entity hereby confrms that the information furnished herewith shall remain unchanged until the Date of Listing
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7.4 Public Share Holding
As per the defnition given in SEC Directive (Ref: SEC/LEG/13/12/37) dated 20th December 2013, a minimum public holding (as
set out in Annex A of this Prospectus) of 10% of its total listed shares in the hands of a minimum of 200 shareholders, post IPO.
7.5 Composition of Shareholding Subsequent to the IPO
Te shareholding structure of the company as at the date of prospectus was LKR 316,660,200 which comprises of 316,660,200
ordinary voting shares. Further, Adam Investments Limited is ofering 133,333,500 new ordinary voting shares to the public via
IPO, which is 29.63% of the post number of IPO shares.
* Te Public Holding referred to herein is defned in Annex A of this Prospectus.
Shareholding structure-Adam Investments Limited (based on Full Subscription)
Issued no of Shares As a Percentage of Post IPO Shares
Shares as at the date of prospectus 316,660,200 70.37%
Shares via IPO (20% *Public holding/
balance Public and/or Non-Public)
133,333,500 29.63%
Shares-Post IPO 449,993,700 100%
Shareholding structure-Adam Investments Limited
(based on 20% Subscription to qualify for the reduced rate of Tax)
Shares via IPO (*Public holding) 79,165,050 20.00%
Shareholding structure-Adam Investments Limited (based on Minimum Subscription)
Shares via IPO (*Public holding) 35,184,467 10.01%
7.6 Share Transfer Details
None of the companys shares had been transferred from the date of the incorporation of the company.
7.7 Redemption, Repurchases of Shares
Tere were no shares redeemed, or repurchased immediately preceding two years of the date of the prospectus in terms of Sec-
tions 63, 64, 66, 67, 68, 69, 93 and 100 of the Companies Act and there was no reduction of stated capital in terms of Section 59
of the Companies Act.
7.8 Outstanding Debt Securities and Free Transferability of Shares
Te company has no convertible Debt Securities; no statutory restrictions on the free transferability of shares (except for the de-
tails given in Section-8.2); and no shares/other class of shares were subscribed or sold privately, in conjunction with the public
issue of shares.
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7.9 Particulars of Debt and Loan Capital
Adam Investments Limited has obtained a long term loan of LKR 120 Million from LOLC PLC in December 2013 which
has been fully utilized to purchase OGL and PCHH shares. Te same share portfolio has been pledged as a security for this
loan. Te tenor of the loan is 24 months.
Te company has a margin trading facility of LKR 75 Million with Pan Asia Bank which has been utilized. AINV holds
quoted equity shares of CFT, GREG, OGL and PCH in the margin trading account.
Te company has a margin trading facility of LKR 14 Million with LOLC Securities Limited which has been fully utilized.
AINV holds quoted equity shares of OGL in the margin trading account.
Te loan capital outstanding for Adam Investments Limited is LKR209 Million as of 28th February 2014.
Te bank overdrafs for the company is 4,485,026 as of 28th February 2014.
Tere were no lease purchase or hire purchase commitments for the company.
Te company does not have mortgages or charges on their assets, company has no property plant, and equipment pledged
as security for any liabilities and therefore has no amount of restriction on title of any property plant and equipment.
Te company doesnt have any guarantees or contingent liabilities.
7.10 Dividend Policy of the Entity
Subject to the provisions of the Companies Act No. 7 of 2007 and the Articles of Associations of the Company the Board of
Directors may recommend and declare distributions to shareholders by way of dividends from and out of the profts of the
Company.
Te declaration and payment of dividends will be based on a number of factors, including but not limited to the Companys
earnings, cash fow position, future capital investments, overall fnancial conditions and any other factors which the Board of
Directors may deem relevant. Each Share of the Company confers on the holder thereof the right to an equal share in dividends
paid by the Company.
Tere were no dividends paid in respect of the shares from the date of incorporation to date.
7.11 Taxation
It is assumed that the companys Income tax payable will be reduced by 50%, as the government proposed with the budget pro-
posal 2013 and extended with the budget proposal 2014, that Te period for listing of shares of a company with an issue of not
less than 20% to the general public for the application of the half of the applicable rate as referred to in section 59D of the Inland
Revenue Act, will be extended to a further period of three years, if such company is paying corporate income tax on the profts
at 28% or more. As a company paying 28% tax rate, AINV will be qualifed to the above mentioned tax concession even being
listed in CSE afer 31st March 2014.
However the company will continue to be listed even in the event of under subscription of the issue below 20%, given that the
tax concession is not an objective of the ofer, subject to compliance with the CSE Listing Rules and SEC Directives
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7.12 Takeover Ofers
On 02nd December 2013, Adam Investments purchased 16,350,425 ordinary shares of Orient Garments PLC (OGL / the
Oferee) at a price of LKR 8.00/- per share. As a result of this transaction AINVs total share holding in OGL increased up to
21,844,063 shares representing a percentage shareholding of 39.8%.
As set out in Rule 31(1) of the Takeovers and Mergers Code 1995 (as amended) (Code) it become obligatory on the part of
AINV to make a mandatory ofer to the shareholders of OGL in accordance with the provisions of the Code to purchase all the
remaining ordinary shares of OGL not already owned by AINV.
Accordingly, on 17th December 2013 a mandatory ofer was made in terms of Rule 31 (1) (a) of the Takeovers & Mergers Code
1995, to purchase the remaining ordinary shares of OGL not already owned by AINV at a price of LKR 8.00/- per share which
is the highest price paid by AINV for the purchase of OGL shares during the preceding twelve months prior to 02nd December
2013.
Tere were no takeover ofers made to Adam Investments Limited as of the prospectus date.
8 CORPORATE GOVERNANCE PRACTICES
Te Company is fully committed to adopt the best corporate governance practices to enhance the stakeholder wealth. Te
Companys corporate governance practices are based on business integrity, accountability and compliance with statutory and
regulatory requirements.
Te Company understands, supports and has applied the core concepts that underline enterprise governance and ensures that its
standards remain in compliance with regulatory requirement of the CSE Listing Rules.
In addition, the corporate governance structure of Adam Investments Limited is subject to constant review by the Board of
Directors of the Company.
Te Company has fve (05) Non-Executive Directors on the Board out of which two (2) Directors are Independent in order to
ensure balance of power on the Board and to facilitate independent judgment in Board discussions and decisions.
Te names of the Independent Non-Executive Directors of Adam Investments Limited are given below.
Mr. Govindasamy Ramanan
Mr.Imran Zahir
In line with this, Directors and functions of the above committees are detailed below.
8.1 Remuneration Committee
8.1.1 Composition
Te Remuneration Committee of Adam Investments Limited consists of following Directors and is headed by Mr. Idris Shabbir
Mr. Govindasamy Ramanan
Mr.Imran Zahir
8.1.2 Responsibilities of the Remuneration Committee
Te Committee is responsible to make recommendations and to assist the Board in establishing a competitive remuneration
policy designed to attract, retain and motivate competent personnel, having regard to remuneration, employment conditions and
trends in the industry and within the Group.
Te CEO participates at meetings by invitation, except where the CEOs compensation package is discussed.
Te Committee shall meet at least once a year and the Chairman shall present a report to the shareholders annually on the
performance of the Committee.
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8.2 Audit Committee
8.2.1 Composition
Te Audit Committee of Adam Investments Limited consists of following Directors and is headed by Mr. Govindasamy Ramanan

Mr. Malayandi Jeyaprakash
Mr.Imran Zahir
8.2.2 Responsibilities of the Audit Committee
Evaluating and monitoring the Companys control environment and risk management function
Overseeing and reviewing the quality, cost and scope of internal and external audits
Reviewing the reports presented to the Committee by both auditors and management
Recommending to the Board the appointment of internal and external auditors
Reviewing the Companys management and statutory reporting
Reviewing and approving of fnance and accounting policies and the ongoing monitoring of their implementation
and efectiveness
Ongoing fnancial monitoring of the Companys various disclosure obligations
Te review and pre-approval of any non-audit services provided by the internal or external auditors to ensure
their independence is maintained at all times
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9 DIRECTORS
Te Board of Directors guides and supervises the business and operations of Adam Investments Limited. As at the date of this
Prospectus, the Board of Directors of Adam Investments Limited consists of the following Directors.
9.1 Board of Directors and Other Directorships Held
Name of the Director Designation at
Adam Investments
Limited
Address Other Directorships Held
Deshabandhu Dr. Ali Asger
Shabbir Gulamhusein
Chairman No. 980/4
Wickramasinghe Rd,
EthulKotte.
Ceylon and Foreign Trades Plc
Orient Garments PLC
Adamexpo (Pvt) Ltd
Spice of Life (Pvt) Ltd
Adam Apparels (Pvt) Ltd
Adam Metals (Pvt) Ltd
Giorgio Morandi (Pvt) Ltd
Sonakshi Investments (Pvt) Ltd
Sonakshi Gems (Pvt) Ltd
Adam Air Conditioners (Pvt) Ltd
Adam Automobiles (Pvt) Ltd
Colombo Apothecaries Company Ltd
Business Chamber of Commerce
Hamilton Resorts (Pvt) Ltd
Ceylon & Foreign Trade Surgi-Tech (Pvt)
Ltd
Colombo Freight and Transport Ltd
Dodwell& Company Ltd
Rev. Dr. Lawrence Mervyn
Fritsgerald Adams
Chief Executive Ofcer/
Executive Director
No.6 C, Palmyra Court,
Palmyra Avenue,
Colombo 03.
Orient Garments PLC
Mrs. Danushya Chintha
Mediwake Gulamhusein
Executive Director No. 980/4
Wickramasinghe Rd,
EthulKotte.
Orient Garments PLC
Sonakshi Investments (Pvt) Ltd
Peace air (Pvt.) Ltd
Sonakshi Gems (Pvt) Ltd
Mr. Taher Abbas Gulam-
husein
Non-Executive Director N0.16, Adams Avenue,
Colombo 04.
Adamexpo (Pvt) Ltd
Ceylon and Foreign Surgi-tech (Pvt) Ltd
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Name of the Director Designation at
Adam Investments
Limited
Address Other Directorships Held
Mr. Idris Shabbir Non-Executive
Director
No. 11/1, Havelock
Road, Colombo 05.
Orient Garments PLC
Adam Expo (Pvt) Ltd
Ceylon and Foreign Surgi-tech (Pvt) Ltd
Colombo Apothecaries Company Ltd.
Mr. Malayandi Jeyaprakash Non-Executive
Director
No. 36, Mahawela
Place, of Robert
Goonewardane
Mawatha, Kirulapana,
Colombo 06.
Adam Air conditioners (Pvt) Ltd
Mr. Loolbadda Waduge
Waruna Priyankara
Executive Director No. 349/2,
Koongahawatta,
Ganemulla.
Ceylon and Foreign Surgi-tech(Pvt.) Ltd
Dodwell and Company Ltd
Ceylon & Foreign Trades Plc.
Orient Garments PLC
Mr.G.Ramanan Non-Executive
Independent Director
Peoples Merchant Finance PLC
PMB Services (Pvt.) Limited
Capital Trust Financial (Pvt.) Ltd
Capital Trust Money Brokers (Pvt.) Ltd
Capital Trust Wealth Management (Pvt.)
Ltd
Nine Capital (Pvt.) Ltd
Quelle Electrik (Pvt.) Ltd
Ninecap Corporate Solution (Pvt.) Ltd
Mr.Imran Zahir Non-Executive
Independent Director
Ceylon & Foreign Trades Plc
Orient Garments PLC
Colombo Apothecaries Company Ltd.
Ceylon & Foreign Surgitech Ltd
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9.2 Profles of the Board of Directors
DESHABANDHU DR. ALI ASGER SHABBIR GULAMHUSEIN
Chairman.
Deshabandhu Dr. Ali Asger Shabbir Gulamhusein serves as Chairman of the board of Adam
Investments Limited. He holds a PhD from Tokyo, Japan and a Degree from Kings College
London, UK. Dr. Gulamhusein has been bestowed with the prestigious title of Deshabandhu
Manawahithawadhi, Lankaputhra and also serves as advisor to the Ministry of Justice, Ministry
of Co-operatives and Internal Trade, Ministry of Productivity Promotion and as a Justice of Peace
(all island).
Dr. Gulamhusein also serves as a director of Ceylon and Foreign Trades Plc, Orient Garments
PLC, Adamexpo (Pvt) Ltd, Spice of Life (Pvt) Ltd, Network Communications (Pvt) Ltd, Adam
Apparels (Pvt) Ltd, Adam Metals (Pvt) Ltd, Giorgio Morandi (Pvt) Ltd, Sonakshi Investments
(Pvt) Ltd, Sonakshi Gems (Pvt) Ltd, Adam Air conditioners (Pvt) Ltd, Adam Automobiles (Pvt)
Ltd, Colombo Apothecaries Company Ltd, Business Chamber of Commerce, Hamilton Resorts
(Pvt) Ltd, Ceylon & Foreign Trade Surgi-Tech (Pvt) Ltd, Colombo Freight and Transport Ltd, and
Dodwell& Company Ltd.
MR.TAHER ABBAS GULAMHUSEIN
Non-Executive Director
Mr. Gulamhusein has served as a director of Adam Investments from the inception of the company.
He accounts for over 25 years experience in top management positions. He also serves as a director
of the Business Chamber of Commerce, Ceylon and Foreign Trades Plc, Adamexpo (Pvt) Ltd, Spice
of Life (Pvt) Ltd, Network Communications (Pvt) Ltd, Adam Apparels (Pvt) Ltd, Adam Metals
(Pvt) Ltd, Colombo Apothecaries Company Ltd, Hamilton Resorts (Pvt) Ltd, Ceylon and Foreign
Surgi-tech (Pvt) Ltd, Dodwell& Company Ltd and Giorgio Morandi (Pvt) Ltd.
REVERENT DR. LAWRENCE MERVYN FRITSGERALD ADAMS
Chief Executive Officer/Executive Director
Reverent. Dr. Adams is the head pastor of the free churches of the Sabaragamuwa district. He has
served as a director of Adam Investments from the inception of the company. He holds numerous
qualifcations such as PhD, MBA, MT, BT, DIP TH, DIP HR, DIP Networking, and DIP
Hardware, which he has obtained in Japan, Canada, UK and Sri Lanka.
Reverent. Dr. Adams also serves as the Chairman of distributions of Gideons International,
Chairman of Healed by His stripes Ministries Sri Lanka, and Secretary General of the free churches
movement of Sri Lanka.
Reverent. Dr. Adams is also a prominent public speaker and has been the keynote speaker at
prestigious international events such as the CEO forum ASEAN and the CIO/CTO forum of
SAARC.
Dr. Adams is a former director of Tec Sri Lanka and accounts for over 25 years experience in top
management in Sri Lanka and overseas. He also serves as director of Orient Garments PLC, Adam
Air conditioners (Pvt) Ltd and Adam Automobiles (Pvt) Ltd
MRS. DANUSHYA MEDIWAKE GULAMHUSEIN
Executive Director
Mrs. Gulamhusein is the great granddaughter of Sir William Gopallawa, Sri Lankas frst President
and last Governor General. Mrs. Gulamhusein has served as a director of Adam Investments from
the inception of the company. She holds a degree in Psychology and Business Management (UK).
Mrs. Gulamhusein also serves as an advisor to the Ministry of Justice and the Ministry of Co-
operatives and Internal Trade.
She also serves as a director of Orient Garments PLC, Sonakshi Investments (Pvt) Ltd, Sonakshi
Gems (Pvt) Ltd, Adam Air conditioners (Pvt) Ltd, Peace Air (Pvt) Ltd, and Adam Automobiles
(Pvt) Ltd.
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MR. IDRIS SHABBIR
Mr. Shabbir has served as a director of Adam Investments from the inception of the company.
He holds a Masters degree in the feld of Information System Management from the University
of Aberdeen, Scotland. Mr. Shabbir accounts for over 15 years experience in top management in
Sri Lanka and overseas. He also serves as a director of Business Chamber of Commerce, Ceylon
and Foreign Trades Plc, Orient Garments PLC, Adamexpo (Pvt) Ltd, Spice of Life (Pvt) Ltd,
Network Communications (Pvt) Ltd, Adam Apparels (Pvt) Ltd, Adam Metals (Pvt) Ltd, Giorgio
Morandi (Pvt) Ltd, Hamilton Resorts (Pvt) Ltd, Ceylon and Foreign Surgi-tech (Pvt) Ltd, Dodwell&
Company Ltd and Colombo Apothecaries Company Ltd.
MR. MALAYANDI JEYAPRAKASH
Mr. Malayandi Jeyaprakash has served as a director of Adam Investments from the inception of the
company. He accounts for over 15 years experience in fnancial management, fund management,
treasury management and administration. He also serves as the President of Skanthavarothaya
College Welfare Association. He also serves as a director of Adam Air conditioners (Pvt) Ltd, Adam
Automobiles (Pvt) Ltd
MR. LOOLBADD WADUGE WARUNA PRIYANKARA
Executive Director
Mr. Waruna Priyankara has served as a director of Adam Investments from the inception of the
company. He holds a national diploma in Business and Finance (Sri Lanka). Mr. Priyankara is an
associate member of the Institute of Certifed Management Accountants of Sri Lanka. He accounts
for over 10 years experience in fnancial services, trading and manufacturing. Mr. Priyankara
also serves as a director of Ceylon and Foreign Trades Plc, Orient Garments PLC, Adam Air
conditioners (Pvt) Ltd, Adam Automobiles (Pvt) Ltd, Ceylon and Foreign Surgi-tech (Pvt) Ltd,
Dodwell& Company Ltd, and Colombo Apothecaries Company Ltd.
MR. GOVINDASAMY RAMANAN
Non-Executive Independent Director
Mr. Ramanan has over 19 years of experience in the investment banking space in Sri Lanka. He
was involved at a senior position in business advisory, fund management, commercial banking and
investment banking. Mr. Ramanan was the head of investment banking at Hatton National Bank
and CEO of HNB Securities, where he was directly involved in handling the full array of investment
banking services and executes several landmark transactions. Mr. Ramanan is a CFA charter holder
and a management Accountant, and obtained his MBA from University of Chicago Booth School
of Business. He is the acting Managing Director/CEO of Peoples Merchant Finance PLC. He is also
the Managing Director of Capital Trust Financial (Pvt) Ltd and Capital Trust Wealth Management
(Pvt) Ltd.
MR.IMRAN ZAHIR
Non-Executive Independent Director
Imran Zahir is a Fellow Member of the Chartered Institute of Management Accountants UK.
His experience over the last 15 years covers Business, Banking, Islamic Banking, Education,
and Venture Capital Industries. His scope further expands throughout the Export, Import &
Manufacturing Sectors. He has led or been part of Directorial Management in leading companies in
such Industries & Sectors. He has served as a Director of Ceylon and Foreign Trades PLC, Orient
Garments PLC, Dodwell & Co Ltd, Colombo Apothecaries Ltd, Ceylon & Foreign Surgitech Ltd.
His industry experience includes Garments, Tourism, Edible Oil, Chemicals, Detergents, Hardware,
Construction, FMCG, Storage, Electrical Manufacturing, Venture Capital, BPO, KPO, E-commerce,
Pharmaceutical, Surgical Industry and Finance/Banking- specializing in Islamic Banking. He is a
member of the Management Committee of the Exporters Association of Sri Lanka and also a past
Director of the International Chamber of Commerce in Sri Lanka.
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9.3 Statement Board of Directors
No Director or a person nominated to become a Director of the Company has been involved in any of the following:
A petition under any bankruptcy laws fled against such person or any partnership in which he was a partner or any
corporation of which he was an executive ofcer; and
Conviction for fraud, misappropriation or breach of trust or any other similar ofence which the CSE considers a disqualifcation
9.4 Directors Direct Shareholding
Te Directors direct shareholdings in the Company as at 31st March 2014 are tabulated below.
Name of Director Number of Shares Held Type of Shares
Deshabandhu Dr. Ali Asger Shabbir Gulamhusein
Mr. Idris Shabbir
Reverent Dr. Lawrence MervynFritsgerald Adams
Mr. MalayandiJeyaprakash
Mr. LoolbaddaWaduge Waruna Priyankara
9.5 Sale or Purchase of Shares by the Directors
Apart from the Allotment of shares to the directors as setout below, there were no other sales or purchases of shares by the direc-
tors during the year immediately preceding the date of issues of this prospectus.
Name of Director
Number of
Shares Held
Share
Price
Type of Shares
309,660,200 1 Ordinary Voting Shares
Mr. Idris Shabbir
Reverent Dr. Lawrence MervynFritsgerald Adams
Mr. MalayandiJeyaprakash
Mr. LoolbaddaWaduge Waruna Priyankara
9.6 Directors Emoluments
Tere were no emoluments including bonus and/or proft sharing payments made to the directors by Adam Investments Limited
during the last completed fnancial year. Further, this practice will be continued in the current fnancial year, and there will be no
emoluments including any bonus and / or proft sharing payments payable to the directors for the current fnancial year.
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9.7 Directors Interest in Contracts
9.7.1 Disclosure - 1
Directors hold no interest in any assets acquired, disposed or leased by Adam Investments Limited during the past two years
preceding the issue other than as set out in below. Directors will hold no interest in any assets proposed to be acquired, disposed
or leased by Adam Investments Limited during the two years succeeding the issue. Te following share investments held directly
under Deshabandhu Dr. Ali Asger Shabbir Gulamhusein and Mr. Idris Shabbir were acquired by Adam Investments Limited, as
details given below.
Name of Director Investment
Number of
Shares
Percentage
Network Communications (Pvt) Ltd 2,000,000 43%
Adam Metals (Pvt) Ltd 700,000 47%
Ceylon & Foreign Trades PLC 12,515,822 8.9%
Mr. Idris Shabbir
Adam Apparels (Pvt) Ltd 400,000 21%
An independent valuation was conducted by the chartered Valuer Mr. M.C. Abdul Malik Int. Sc.(Lond)., D.I.V. (S.L)., F.IV. (S.L)
(retired State Valuer) to determine the asset values of the respective companies.
Te Board of Directors of Network Communications (Pvt) Ltd has accepted the Valuation Report of the Assets of Network
Communications (Pvt) Ltd by the resolution passed on 01st September 2012.
Te Board of Directors of Adam Metals (Pvt) Ltd has accepted the Valuation Report of Adam Metals (Pvt) Ltd by the
resolution passed on 01st September 2012.
Te shares were acquired based on the Valuation Reports resolved by the Board of Directors of the respective companies. Te
considerations paid by Adam Investments Limited were based on the percentage of shares acquired, as details given below.
Investment
Resolved
Valuation
Adjusted Net
Asset Value as
at 30th Sept
2012
Percentage
Acquired
Consideration Paid
(including cost of
stamp duty)
Network Communications (Pvt) Ltd LKR 110,500,000 LKR 242,934,282 43% LKR 100,500,000
Adam Metals (Pvt) Ltd LKR 205,637,000 LKR 211,101,796 47% LKR102,007,500
Deshabandhu Dr. Ali Asger Shabbir Gulamhusein, a common director for Ceylon and Foreign Trades PLC and Adam Investments
Limited transferred 12, 515, 822 ordinary shares of Ceylon and Foreign Trades PLC on 6th June 2013 at LKR 8.00 per share to
Adam Investments Limited through a crossing.
Adam Apparels (Pvt) Ltd shares were purchased at LKR 10.00 per share and the total consideration paid is LKR 4,020,000.00
(i) Messrs Taher Abbas Gulamhusein, Idris Shabbir and Ali Asger Shabbir who are Directors of the Company are also
Directors of Adam Expo Limited, and Adam Apparels (Private) Limited. Adam Expo Limited leased its premises to Adam
Apparels (Private) Limited by Lease Agreement Code No. D-0140 dated 26th April 2012, for a period of 99 years commencing
from 26th April 2012, for a total consideration of Rs. 11,880,000/-.
(ii) Messrs Taher Abbas Gulamhusein, Idris Shabbir and Ali Asger Shabbir who are Directors of the Company are also
Directors of Adam Expo Limited, and Network Communications (Private) Limited. Adam Expo Limited leased its premises to
Network Communications (Private) Limited by Lease Agreement Code No. D-0140 dated 26th April 2012, for a period of 99 years
commencing from 26th April 2012, for a total consideration of Rs. 11,880,000/-.
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10 MANAGEMENT AND HUMAN RESOURCES
10.1 Management
10.1.1 Profle of the Chief Executive Ofcer
Please refer Section-10.2 for the profle of the Chief Executive ofcer of Adam Investments Limited, Dr. Lawrence Mervyn
Fritsgerald Adams.
10.1.2 CEOs Involvement in Litigation and Ofences
Te Chief Executive Ofcer of Adam Investments Limited is not or was not;
Involved in a petition under any bankruptcy laws fled against such person or any partnership in which he was a partner or
any corporation of which he was an Executive Ofcer.
Convicted for fraud, misappropriation or breach of trust or any other similar ofence, which the CSE consider a disqualifcation.
10.1.3 Staf Strength
Since Adam Investments Limited is operating as a holding company, the staf strength will be determined by the capacity of the
Top Management of the Group Companies as detailed in Section-11.1.4 and the number of personnel working for the respective
Group Companies. Te number of employees working under each company is given below.
The Group No of Employees
Adam Investments Limited 10
Adam Apparels (Pvt.) Ltd 1500
Adam Metals (Pvt.) Ltd 22
Network Communications (Pvt.) Ltd 42
Orient Garments PLC 3500
10.1.4 Senior Management Team
Mr. Udeni Wijerathna
General Manager - Network Communications (Pvt.) Ltd
Mr. Udeni Wijerathna has been working for the Adam
Group for 30 years. He presently serves, as the General
Manager of Network Communications (Pvt) Ltd. Mr.
Wijerathna is highly qualifed in IT with a diploma in
Computer Networking from the University of Colombo,
Diploma in Sofware Development from the Institute of
Computer Studies and Certifcate in Computer Applications
from the University of Colombo. He has been selected for an
Msc in Computer Applications & Communication at Keele
University UK.
Mrs. Laseen Gunasekara
Chief Accountant - Network Communications (Pvt.) Ltd
Mrs. Laseen Gunasekara has been serving as Chief
Accountant of Network Communications for the last 7 years.
She has experience in running the accounts divisions of
companies for over 15 years. She is qualifed with B.Com.
(Sp), MTTA.
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Mr. Padmal Dharshana Galabodage
Chief Operations Ofcer-Network Communications (Pvt.) Ltd
Mr. Dharshana Galabodage has served at Network
Communications (Pvt) Ltd for the last 7 years. Mr.
Galabodage holds several Diplomas in the following felds;
IT, English, Web Designing, Graphic Designing, Hardware
Engineering, Information & Communication, Teacher
Training. He has over 12 years experience in the IT feld. Mr.
Galabodage was formerly a lecturer and assistant registrar at
the faculty of Information Technology at Aquinas College,
Colombo. He is also a corporate partner of Red Hat Linux.
Mr. Tuan Jainudeen
Factory Manager-Adam Metals (Pvt) Ltd
Mr. Tuan Jainudeen serves as Factory Manager of Adam
Metals (Pvt) Ltd and has over 20 years experience serving in
Managerial positions in this industry. He has his qualifcations
in the feld of Management and overlooks the smooth sailing
of all factory operations and ensures all production is done
as per schedule.
Mr.Gerald Kirk Spaar
General Manager - Adam Metals (Pvt) Ltd
Mr.Gerald serves as General Manager of Adam Metals (Pvt)
Ltd. He served totally for a period of 20 years in the Middle
East in various felds during his tenure of ofce and stint
abroad. He acquires vast and varied felds of experience
which attributes to the skills of administration, supervisory,
accounting, customer service, sales support, purchasing
and secretarial work. He is known to have skills of MS
Ofce applications, Interpersonal communication skills,
having dealt with a diversity of professionals, clients and co-
employees, able to set priorities to achieve immediate and
long term goals and operational deadlines and adapt easily
to new concepts and responsibilities
Ms.Udeni Abeykoon
Director Operations - Adam Apparel (Pvt) Ltd
Ms. Udeni Abeykoons experience in the apparel industry
spans over 30 years. She is the current Director Operations
at Adam Apparel (Pvt) Ltd. She was awarded the Marketing
Value Award by TESCO UK Ltd. during 2010/2011 and Best
Sri Lanka innovator award by TESCO UK Ltd. during 2011.
She introduced the woven bottoms and ladies wear denim
business to Sri Lanka.
Mr. Subash Manjula Rathnayake
General Manager - Adam Apparel (Pvt) Ltd
Mr.Subash is currently working at the capacity of General
Manager of Adam Apparel (Pvt) Ltd. He has gained
experience in Apparel industry for more than 20 years while
performing in various roles in diferent capacities.
Ms. Dilusha Gamage
Manager Operations & Finance Adam Investments Limited
Ms. Dilusha is an Associate member of Chartered Institute
of Management Accountants; UK and currently working
as the Manager Operations and Finance. She has over
three years of experience in fnance, treasury management,
portfolio management, investment and fnancial analysis,
accounting and company secretarial work. She is a member
of Toastmasters International and the current Vice-President
Membership in the Millennium Toastmasters Club.
Mr.Manoharan Maheshwaran
Operations Manager - Adam Automobiles(Pvt) Ltd
Mr.Maheshwaran is Bachelor of Science in Business
Management and currently working at the capacity of
Operations Manager of Adam Automobile (Pvt) Ltd. His
working experience over 8 years in various industries
provides the expertise to improve operations of the company
Mr.Sakthivel Manivannan
General Manager - Adam Air Conditions (Pvt) Ltd
Mr.Manivannan is the General Manager of Adam Air
Conditions (Pvt) Ltd. He holds a Diploma in Air conditioning
& Refrigeration. 30 years of work experience in the industrial
feld at diferent capacities is the strength he brings to the
company. He has been working in Sri Lanka as well as
globally in the Electrical Engineering feld and gained an
immense industry know how.
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10.1.5 Senior Managements Emoluments
Emoluments paid to the Senior Management team of Adam Investments Limited, Adam Automobiles (Pvt) Ltd and Adam Air
Conditions (Pvt) Ltd in the form of salaries during FY 2013 amounted to LKR 560,000. Te Senior Management is expected to be
remunerated in the form of salaries during the FY 2014 to an approximate extent of LKR 2 Million.
Tere were no emoluments including any bonus and / or proft sharing payments made to the Chief Executive Ofcer and the
senior management team except for which is mentioned above, during the last fnancial year, as they were all remunerated by their
respective companies.
Tere will be no aggregate emoluments including bonus and/or proft sharing payments payable to the Chief Executive Ofcer
and the senior management team except for which is mentioned above for the current fnancial year.
10.2 Agreements with Labour Unions
As at the date of the Prospectus, there were no Trade Unions, Collective Agreements or actions pending against the Company in
the Labour Tribunals.
10.3 Other Disclosures
10.3.1 Transactions Related to Property
Directors hold no interest in any assets acquired, disposed or leased by Adam Investments Limited during the past two years
preceding the issue except for the details set out in Section-10.3.
10.3.2 Details of Commissions Paid Within the Two Preceding Years
No commission has been paid in the two years preceding the Issue or payable for subscribing or agreeing to subscribe or procuring
or agreeing to procure subscriptions for any Shares of the Company.
No beneft has been paid or given within the two years preceding the Issue and there are no beneft intended to be paid or given
to any promoter.
10.3.3 Material Contracts
Te Company has not entered into any material contract except for those contracts entered into in the ordinary course of its
business.
10.3.4 Management Agreements
Network Communications (Pvt.) Ltd, Adam Metals (Pvt.) Ltd and Adam Apparels (Pvt.) Ltd have entered into Management
Agreements with Adam Investments Limited on 1st January 2013, where Adam Investments Limited has been appointed as the
Management Consultant for a period of 10 years from the date of commencement of each of the said Agreements, at a monthly
consultancy fee of Rs. 10,000/- payable by each Company
Except for the above, Adam Investments Limited has not entered into any other Management Agreements.
10.3.5 Foreign Holding
Tere are no restrictions on foreign holding as at the date of this Prospectus.
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11.1 Financial Statements for the Year Ended 31 December 2013
11 HISTORICAL FINANCIAL STATEMENTS OF ADAM INVESTMENTS
LIMITED
AUDITED FINANCIAL STATEMENTS
FOR THE YEAR ENDED
31ST DECEMBER 2013
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A. I. MACAN MARKAR & CO.
CHARTERED ACCOUNTANTS
Inspiring All Stakeholders to Reach the Impossible
Partners - Ms. S. Vishnukanthan FCA
Rajan Niles ACA, FCMA
E. Annalingam FCA, FSCMA
R. Rabendravarman FCA
46-2/1, 2nd Floor, Lauries Road,
Colombo 4.
Phone : 2594205, 2594192 Fax : 2594285
e-mail - aimm@sltnet.lk
Web Site: www.aimm.lk
INDEPENDENT AUDITORS REPORT TO THE SHAREHOLDERS OF
Report on the Financial Statements
We have audited the accompanying Financial Statements of Adam Investments Limited, the Consolidated Financial Statements
of the company and its subsidiaries, as at December 31, 2013, which comprise the Balance Sheet as at December 31, 2013 and
the Income Statements, Statements of Changes in Equity and Cash Flow Statements for the year then ended, and summary of
Signifcant Accounting Policies and other explanatory notes as set out thereto.
Managements Responsibility for the Financial Statements
Management is responsible for the preparation and fair presentation of these Financial Statements in accordance with Sri Lanka
Accounting Standards (LKAS & SLFRSs). Tis responsibility includes: designing, implementing and maintaining internal controls
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 Opinion
Our responsibility is to express an opinion on these Financial Statements based on our audit. We conducted our audit in
accordance with the Sri Lankan Auditing Standards. Tose 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 Principles used and signifcant 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
purpose of our Audit. We therefore believe that our audit provides a reasonable basis for our opinion.
OPINION
Company
In our opinion, so far as appears from our examination, the Company maintained proper accounting records for the year ended
December 31, 2013 and the Financial Statements give a true and fair view of the companys state of afairs as at December 31, 2013
and of its proft and Cash Flows for the year then ended in accordance with Sri Lanka Accounting Standards (LKAS & SLFRSs).
Group
In our opinion, the consolidated Financial Statements give a true and fair view of the state of afairs as at December 31, 2013 and
the proft and Cash Flows for the year then ended, in accordance with Sri Lanka Accounting Standards, of the Company and its
subsidiaries dealt thereby, so far as concerns the members of the company.
Report on other Legal & Regulatory Requirements
Group
Financial Statements comply with the requirements of Sections 151 (2) & 153 (2) to 153 (7) as appropriate of the Companies Act
No. 07 of 2007.
DATE: 13.03.2014
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~~~~~~~~~~~~~~~~~~~~~~~~~~
NO:264,GRANDPASS ROAD,
~~~~~~~~~~~~~~~~~~~~~~~
COLOMBO 14.
~~~~~~~~~~~
YEAR OF ASSESSMENT 2013
~~~~~~~~~~~~~~~~~~~~~~~
Rs.
Net proft / (loss) as per accounts 32,474,714
Add : Inadmissible items -
Proft on sale of shares (40,543,530.77)
Dividend Income (98.51) (40,543,629)
(8,068,915)
Less : Capital allowances on
assets purchased in -
(8,068,915)
Taxable proft/(loss) (8,068,915)
Tax loss Brought forward 4,690,294
Tax loss for the year 2013 8,068,915
Loss Carried forward to year of assessment 2014 12,759,209
DEEMED DIVIDENT COMPUTATION 31-Dec-2012
Rs.
Proft before taxation 32,474,714
Less: Income tax -
Assets acquired during the year -
Fairvalue gain on Investment property -
Depreciation -
Distributable proft/Loss 32,474,714
10% on distributable proft 3,247,471
Dividends proposed -
Deemed dividend 33 1/3% 10,824,905
Deemed dividend tax 15% 1,623,736
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~~~~~~~~~~~~~~~~~~~~~~~~~~
~~~~~~~~~~~~~~~~~~~~~~~
COLOMBO 14.
~~~~~~~~~~~
STATEMENT OF FINANCIAL POSITION
~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~
FOR YEAR ENDED 31ST DECEMBER 2013
~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~
Company Group
In LKR Notes 31-Dec-2013 31-Dec-2012 31-Dec-2013 31-Dec-2012
ASSETS
Property, plant and equipment - - - -
Investment in Subsidiaries 20 - - -
Investment in Equity accounted Associates 01 202,507,500 202,507,500 212,436,056 206,098,690
Good will on Acquisition - - 3,267,708 3,267,708
NON CURRENT ASSETS 202,507,520 202,507,500 215,703,763 209,366,397
Inventories - - 591,855 -
Available For Sale Financial Assets 02 396,142,961 100,001,290 396,142,961 100,001,290
Trade & Other Receivable - - 230,000 -
Amount Due from Related Companies 03 57,285,310 8,944,541 56,994,050 8,944,541
Director Current Account - 96,456,675 - 96,456,675
Other Receivables 04 1,000,000 250,000 1,000,000 250,000
Cash & cash equivalents 05 718,326 6,334 752,646 6,334
CURRENT ASSETS 455,146,598 205,658,839 455,711,513 205,658,839
TOTAL ASSETS 657,654,118 408,166,339 671,415,276 415,025,236
EQUITY
Stated capital 06 316,660,200 316,660,200 316,660,200 316,660,200
Reserve (19,213,606) (19,213,606)
Net proft / (loss) for the Year 123,958,005 91,483,291 137,174,161 98,342,188
TOTAL EQUITY 421,404,599 408,143,491 434,620,754 415,002,388
LIABILITIES
NON CURRENT LIABILITIES
LOLC Loan 07 120,000,000 - 120,000,000 -
CURRENT LIABILITIES
Trade & other payable 08 81,198,436 22,848 81,198,436 22,848
Amount Due to Related Companies 09 30,566,057 - 31,111,060 -
Bank Overdraf 10 4,485,026 - 4,485,026 -
TOTAL LIABILITIES 236,249,519 22,848 236,794,522 22,848
TOTAL EQUITY & LIABILITIES 657,654,118 408,166,339 671,415,276 415,025,236
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~~~~~~~~~~~~~~~~~~~~~~~~~~
~~~~~~~~~~~~~~~~~~~~~~~
COLOMBO 14.
~~~~~~~~~~~
STATEMENT OF COMPREHENSIVE INCOME
~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~
~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~
Company Group
In LKR Notes 31-Dec-2013 31-Dec-2012 31-Dec-2013 31-Dec-2012
CONTINUING OPERATION
Turn Over 11 - - 4,332,300 -
Cost of sales 12 - - (3,830,448) -
Direct Income - 192,295 - 192,295
GROSS PROFIT - 192,295 501,852 192,295
Other Income 13 40,903,629 93,572,275 40,903,629 97,369,446
Direct expenses 14 - (412,534) - (412,534)
Administrative expenses 15 (1,086,598) (1,867,845) (1,567,858) (1,867,845)
RESULT FROM OPERATING ACTIVITIES 39,817,031 91,484,191 39,837,623 95,281,363
Finance cost 16 (7,342,317) (900) (7,343,017) (900)
NET FINANCE COST (7,342,317) (900) (7,343,017) (900)
Post tax Share of Equity accounted
Associate's Proft
- 6,337,366 3,061,725
PROFIT BEFORE TAX 32,474,714 91,483,291 38,831,973 98,342,188
Tax expense - - -
PROFIT FROM CONTINUING
OPERATION
32,474,714 91,483,291 38,831,973 98,342,188
DISCONTINUING OPERATION
- - - -
PROFIT FOR THE PERIOD 32,474,714 91,483,291 38,831,973 98,342,188
OTHER COMPREHENSIVE INCOME
foreign currency translation
diferences(Exchange gain/(loss))
- - - -
Net changing fair value of available for sale
fnancial assets
(19,213,606) - (19,213,606) -
Defned beneft plan actuarial gains (losses) - - - -
Tax on other comprehensive income - - - -
OTHER COMPREHENSIVE INCOME
FOR THE PERIOD (NET OF TAX)
(19,213,606) - (19,213,606) -
TOTAL COMPREHENSIVE INCOME FOR
THE PERIOD
13,261,108 91,483,291 19,618,366 98,342,188
EPS 21 0.10 0.29 0.12 0.31
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Company
In LKR
Stated
capital
AFS Reserve
Retained
proft / (loss)
Total
Balance at 1st January 2013 316,660,200 - 91,483,291 408,143,491
Impacts of changers in accounting policies - - - -
Prior year adjustments - Retirement beneft under
provision
- - - -
Restated Balance at 1st January 2013 316,660,200 - 91,483,291 408,143,491
Proft - 32,474,714 32,474,714
Revaluation of property plant & equipment - - - -
Other Comprehensive Income
Net changing fair value of available for sale fnancial assets - (19,213,606) - (19,213,606)
Total comprehensive income for the period - (19,213,606) 32,474,714 13,261,108
Issue of shares - - - -
Dividends - - - -
Total contribution by and distribution to the owners of
the company
- - - -
Restated Balance at 31 st December 2013 316,660,200 (19,213,606) 123,958,005 421,404,599
~~~~~~~~~~~~~~~~~~~~~~~~~~
NO:264,GRANDPASS ROAD, COLOMBO 14.
~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~
STATEMENT OF CHANGES IN EQUITY
~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~
~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~
Group
In LKR
Stated
capital
AFS Reserve
Retained
proft / (loss)
Total
Balance at 1st January 2013 316,660,200 - 98,342,188 415,002,388
Impacts of changers in accounting policies - - - -
Prior year adjustments - Retirement beneft under
provision
- - - -
Restated Balance at 1st January 2013 316,660,200 - 98,342,188 415,002,388
Proft - - 38,831,973 38,831,973
Revaluation of property plant & equipment - - - -
Other Comprehensive Income
Net changing fair value of available for sale fnancial assets - (19,213,606) - (19,213,606)
Total comprehensive income for the period - (19,213,606) 38,831,973 19,618,366
Issue of shares - - - -
Dividends - - - -
Total contribution by and distribution to the owners of
the company
- - - -
Restated Balance at 31 st December 2013 316,660,200 (19,213,606) 137,174,161 434,620,754
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In LKR
Notes Company Group
31-Dec-2013 31-Dec-2012 31-Dec-2013 31-Dec-2012
Cash fow from operating activities
Proft/(loss) before tax 32,474,714 91,483,291 38,831,973 98,342,188
Adjustments for
Proft on sale of shares (42,327,534) (42,327,915)
Post tax Share of Equity accounted
Associate's Proft
- - (6,337,366)
(9,852,820) (4,497,998) (9,833,308) 2,360,899
Changes in
Invetories (591,855)
Trade & other receivables (750,000) (250,000) (980,000) (250,000)
Amount Due from Related Companies 3 (48,340,770) (8,944,541) (48,049,510) (8,944,541)
Amount Due to Related Companies 9 30,566,057 - 31,111,080
Trade & other payables 8 81,175,568 22,848 81,175,568 22,848
Director current account 96,456,675 (96,456,675) 96,456,675 (96,456,675)
Cash generated from operations 159,107,530 (105,628,368) 159,121,958 (105,628,368)
Net cash from operating activities 149,254,710 (110,126,366) 149,288,650 (103,267,469)
Cash fow from investing activities
Sales proceed on sale of shares 82,871,065 82,871,445
Investment in associates - (202,507,500) - (209,366,397)
Reinvestment of the proft of the sale of
share
(40,543,531) (40,543,531)
Investment in short term investment (315,355,278) (4,020,000) (315,355,278) (4,020,000)
Issue of shares - 316,660,200 316,660,200
Net cash used in investing activities (273,027,744) 110,132,700 (273,027,364) 103,273,803
Cash fow from fnancing activities
Long term loan 120,000,000 - 120,000,000 -
Net cash used in fnancing activities 120,000,000 - 120,000,000 -
Net increase / (decrease) in cash and
cash equivalents
(3,773,034) 6,334 (3,738,714) 6,334
Cash and cash equivalent at 1st January
2013
6,334 - 6,334 -
Cash and cash equivalent at 31st
December 2013
5 (3,766,700) 6,334 (3,732,380) 6,334
Cash & Cash Equvalents
Cash in hand - - 34,320.00 -
Union Bank - Acc No-8604800014 665,789 6,334 665,789 6,334
Sampath Bank - Acc No-002930024557 48,845 - 48,845 -
DFCC Bank - Acc No-001001021409 001 3,692 - 3,692 -
718,326 6,334 752,646 6,334
Bank Overdrafs
Pan Asia Bank -Facility 1 (4,485,026) - (4,485,026) -
(4,485,026) - (4,485,026) -
Net Cash & Cash Equivalents (3,766,700) 6,334 (3,732,380) 6,334
~~~~~~~~~~~~~~~~~~~~~~~~~~
~~~~~~~~~~~~~~~~~~~~~~~
COLOMBO 14.
~~~~~~~~~~~
STATEMENT OF CASH FLOW
~~~~~~~~~~~~~~~~~~~~~~~~~~
~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~
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1. CORPORATE INFORMATION
Adam Investments Limited (Te Company) is a limited Liability Company incorporated and domiciled in Sri Lanka. Te
registered ofce of the Company is located at No: 264, Grandpass road, Colombo 14.
Principal Activities & Nature of operations
Adam Investments Limited is an investment holding company which holds shares of privately held companies operating in
various industries such as apparel, metal, network communication and automobile and in quoted equity shares in the Colombo
Stock Exchange.
1.1 Subsidiaries

Subsidiaries are those entities controlled by the Company. Control exists when the Company has the power, directly or indirectly,
to govern the fnancial and operating policies of an entity so as to obtain benefts from its activities accompanying a shareholding
of more than one half of the voting rights. Te Financial Statements of Subsidiaries are included in the Consolidated Financial
Statements from the date that control commences until the date the control ceases.
Adam Air-conditions (Pvt) Ltd
Adam Air Conditions (Pvt) Ltd was inaugurated to cater to the growing demand for air conditioning systems in the country.
Adam Air Conditions (Pvt) Ltd is importing, marketing and servicing of Air Conditioners.

Adam Automobiles (Pvt) Ltd is the automobile arm of Adam Investments Limited group incorporated to import vehicles and
vehicle spare parts. However operations of this company have not been started as of 31st December 2013.
1.2 Associates
Associates are the entities, including an unincorporated entity such as a partnership, over which the investor has signifcant
infuence and that is neither a subsidiary nor an interest in a joint venture.
a. Network Communication (Pvt) Ltd
Importer & supplier of Information Technology
Te company is a diversifed organization that specializes in manufacturing, importing, retailing and distributing computer
accessories, computer hardware, computer sofware, computers, VOIP services, mobile phones, accessories and electronics. It
also operates a high class and accurate repairing facility and service center. Te company has been in operation for over ten years.
Te company also ofers up to date sofware solutions and has a vast distributor base that covers the entire island.
b. Adam Metal (Pvt) Ltd.
Manufacturers of metal hardware items
Te company has been fourishing in the household and industrial hardware business for over forty years. Adam Metals
NO:264,GRANDPASS ROAD, COLOMBO 14.
ACCOUNTING POLICIES
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manufactures high quality metal products at its own 40 perch factory situated at Vauxhall Street, Colombo 02. Te company
also imports a variety of consumer hardware items which are sold on retail and wholesale basis through its own 25 perch sales
center located in Abdul Jabbar Mawatha, Colombo 12 and through its island wide distribution network.
1.3 Short Term Investment identifed as Available for sale fnancial instruments
a. Adam Apparel (Pvt) Ltd.
Manufacturer and exporter of garments for leading global fashion labels.
Te company is one of the premier apparel manufacturers in Sri Lanka and has its factories spanning over an area of approximately
four acres. It specializes in manufacturing of woven items of clothing for kids, ladies, and gents. Te company manufactures clothes
for brands such as Tesco, BHS, Mothercare and Sainsburys. Te companys primary export markets for its fnished products are
the UK, USA and the EU.
b. Orient Garment PLC.
Manufacturer and exporter of Garments.
Orient Garments PLC is a Sri Lankan manufacturer and exporter of high-end apparel - with special expertise in outerwear, casual
wear and sportswear. Company specialized in apparel for over 30 years, and the rich experience in manufacturing and exporting
makes OGL one of the most reliable clothing suppliers in Sri Lanka.
c. PC House Holdings PLC.
PC House Holdings PLC is mandated with its strategic portfolio to acquire and operate proftable business ventures across
growing markets.
d. Ceylon and Foreign Trades PLC.
Ceylon and Foreign Trades PLC is a diversifed business entity which diversifed into various export, import, Freight forwarding
etc.

2. GENERAL POLICIES
2.1 Basis of Preparation
Te Balance Sheet and the related Statements of Income, Cash fow, Changes in Equity, Accounting Policies and Note which
details the sum ups (Financial Statements) of the Company are prepared in accordance with the Sri Lanka accounting standards
(LKAS & SLFRS), issued by the Institute of Charted Accountants in Sri Lanka.
Te Financial statements of the company are prepared under the Historical Cost Convention, except for investments in debt and
equity securities, and derivatives, including warrants, which are measured at fair value.
Financial instruments at fair value through proft or loss are measured at fair value Available-for-sale fnancial assets are measured
at fair value.
Te said Financial Statements are prepared in Sri Lankan Rupees (LKR).
Te consolidated fnancial statements were authorized for issue by the Board of Directors on 12.03.2014
Where appropriate, Signifcant Accounting policies are explained in the succeeding notes.
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Use of estimates and judgments
Te preparation of the consolidated fnancial statements in conformity with IFRSs requires Management to make judgments,
estimates and assumptions that afect the application of accounting policies and the reported amounts of assets, liabilities, income
and expenses.
Actual results may difer from these estimates. Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions
to accounting estimates are recognized in the period in which the estimates are revised and in any future periods afected.
2.2 Consolidation

Subsidiaries
Subsidiaries are those entities controlled by the Company. Control exists when the Company has the power, directly or indirectly,
to govern the fnancial and operating policies of an entity so as to obtain benefts from its activities. Te Financial Statements
of Subsidiaries are included in the Consolidated Financial Statements from the date that control commences until the date the
control ceases. Te Financial Statements of the Group represents the Consolidation of the Financial Statements of the Company
and its subsidiaries, in accordance with the Companies Act No.7 of 2007, and the Sri Lanka Accounting Standards (SLFRS/LKAS)
No 27 Consolidated and Separate Financial Statements.
Associates
Associates are the entities, including an unincorporated entity such as a partnership, over which the investor has signifcant
infuence and that is neither a subsidiary nor an interest in a joint venture.
Investments in associates are accounted for in the consolidated fnancial statements using the equity method of accounting.
Under the equity method of accounting, the investment is initially recognized at cost, and the carrying amount is increased or
decreased to recognize the Groups share of the post-acquisition results and changes of the associates reserves in the consolidated
statement of comprehensive income afer the date of acquisition and net of with any accumulated impairment loss, if any. Te
Groups investment in associates includes goodwill identifed on acquisition. When the Groups share of losses in an associate
equals or exceeds its interest in the associate, including any other unsecured receivables, the Group does not recognize further
losses, unless it has incurred legal or constructive obligations or made payments on behalf of the associate.
Te inter company transaction, balances and unrealized gains on transactions between Group companies are eliminated. Te
unrealized losses are also eliminated but considered as an impairment of the asset transferred.
3. INVESTMENT PROPERTY

Te company management decided that the identifable asset will be carrying out at fair value model in the fnancial statement
balance sheets. Accordingly if any asset is purchased during the year it should be identifed initially at cost and revalued in
the fnancial year end or as at any date decided by Management by the use of chartered valuer. Gain / (Loss) arising from the
revaluation should be recognized in the proft statement during the year.

4. FOREIGN EXCHANGE
Transactions arising in Foreign Currencies are converted into Sri Lankan rupees (Rs) at the rate of exchange prevailing at the time
the transactions were efected.
5. DIFFERED TAXATION
No difered taxation has been provided in the Financial Statement.
6. COMPARATIVE INFORMATION
Te accounting policies have been consistently applied by the company and are consistent with those of the previous year, the
previous years fgures and phrases have been re-arranged where ever necessary to conform to the current presentation. In the
current set of fnancial statements such comparison is not made since this is the frst year of presentation.
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7. POST BALANCE SHEET EVENT
All material events occurring afer the balance sheet date have been considered and were appropriate adjustment to or disclosure
have been made in the respective notes to the Financial Statement.
8. ASSETS AND THEIR MEASUREMENT BASIS
8.1 Cash Flow Statement
Te Cash Flow has been prepared by using the Indirect Method. Cash and cash equivalent comprise of cash in hand. Deposit
held at call with bank and statement in Money Market Investment net of bank overdrafs.
8.2 Property Plant and Equipment
Te property plant and equipment are stated at Cost Less Accumulated Depreciation.
Cost includes expenditures that are directly attributable to the acquisition of the asset Subsequent costs are included in the
assets carrying amount or recognized as a separate asset, as appropriate, only when it is probable that future economic benefts
associated with the item will fow to the company and the cost can be measured reliably. Repairs and maintenance costs are
charged to the statement of income during the period in which they are incurred.
Te major categories of property, plant and equipment are depreciated on a straight-line basis as follows:
Building 25 years
Plant and equipment 10-20 years
Te company allocates the amount initially recognized in respect of an item of property, plant and equipment to its signifcant
parts and depreciates separately each such part. Te carrying amount of a replaced part is derecognized when replaced. Residual
values, method of amortization and useful lives of the assets are reviewed annually and adjusted if appropriate.
9. LOANS & RECEIVABLE
Loans & receivables are fnancial assets with fxed or determinable payments that are not quoted in an active market. Such assets
are recognized are initially at fair value plus any directly attributable transaction cost. Subsequent to initial recognition loans and
receivables are measured at amortized cost using the efective interest methods, less any impairment losses.
10. Cash and Cash Equivalent
Cash & cash equivalents comprise cash balances and call deposits with maturities of three months or less from the acquisition
date that are subject to an insignifcant risk of changes in their fair value, and are used by the group in the management of its short
term commitments.
11. LIABILITIES AND PROVISION
11.1 Payables
Payables are stated at their Cost.
11.2 Provision
Provisions are recognized when the company has a legal or Constructive obligation as a result of past events and it is probable that
an Outfow of economic benefts will be required to settle the obligation.
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11.3 Capital Commitment and Contingencies
All the material expenditure Commitment & Contingents Liabilities as at the date of the Balance Sheet have been disclosed in the
respective Notes to the Financial Statements.
12. INCOME STATEMENT
12.1 Revenue
Revenue is recognized to the extent that it is probable that the economic benefts will fow to the group, and the Revenue and
Associated Costs incurred or to be incurred can be reliably measured. Revenue is measured at the fair value of the Consideration
received or receivable, net of Trade Discounts and Sales Taxes, and afer eliminating Sale with the group.
12.2 Expenditure Recognition
All Expenditure incurred in the running of the business, and in maintaining the Capital Assets in a state of efciency have been
charged to the Income Statement in arriving at the Proft/(Loss) for the year.
For the purpose of Presentation of the Income Statement, the directors are of the view that the Function of Expenses method
fairly presents the elements of the Companys performance, and hence such presentation method is adopted.

13. INTANGIBLE ASSETS
13.1 Goodwill
Goodwill arising on the acquisition represents the excess of the cost of acquisition over the Groups interest in the net fair value
of the acquirees identifable assets, liabilities and contingent liabilities at the date of acquisition. Goodwill will be tested for
impairment annually and assessed for any indication of impairment at each reporting date to ensure that its carrying amount does
not exceed its recoverable amount. If an impairment loss is identifed, it will be recognized immediately in the Income statement.
13.2 Fair value
At Te date of statement of fnancial position, certain of the companys investments in debt and equity securities were not traded
in an active market and their fair value has had to be estimated using valuation techniques. Valuations for certain of these
investments required the use of inputs that could not be derived from current market prices.
13.3 Critical accounting estimates and judgments
Te preparation of fnancial statements requires management to use judgment in applying its accounting policies and estimates
and assumptions about the future. Estimates and other judgments are continuously evaluated and are based on managements
experience and other factors, including expectations about future events that are believed to be reasonable under the circumstances.
Te following discusses the most signifcant accounting judgments and estimates that the company has made in the preparation
of the fnancial statements:
13.4 Intangible assets
Identifable intangible assets are stated at cost less accumulated amortization and include internally generated patented technology
and acquired computer sofware with fnite useful lives. Tese assets are capitalized and amortized on a straight-line basis in the
statement of income over the period of their expected useful lives as follows:
Patented technology 7-10 years
Computer sofware 2-5 years
Expenditures during the research phase are expensed as incurred. Expenditures during the development phase are capitalized if
certain criteria, including technical feasibility and intent and ability to develop and use the technology, are met; otherwise they
are expensed as incurred. Tools are included in patented technology are amortized over their expected useful life of 7-10 years.
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13.5 Impairment of non-fnancial assets
Property, plant and equipment and intangible assets (other than goodwill) are tested for impairment when events or changes in
circumstances indicate that the carrying amount may not be recoverable. For the purpose of measuring recoverable amounts,
assets are grouped at the lowest levels for which there are separately identifable cash fows (cash-generating units or CGUs).
Recoverable amount is the higher of an assets fair value less costs to sell and value in use (being the present value of the expected
future cash fows of the relevant asset or CGU, as determined by management).
Te company assesses at each year-end whether there is any objective evidence that its interests in associates are impaired. If so,
the carrying value of the companys share of the underlying assets of associates is written down to its net recoverable amount
(being the higher of fair value less cost to sell and value in use) and the loss is charged to the consolidated statement of income in
other gains and losses (net).
14. EMPLOYEE BENEFITS
Post-employment beneft obligations
Employees of companies included in these consolidated fnancial statements have entitlements under the companys pension plans
which are either defned contribution or defned beneft pension plans. For defned beneft plans, the level of beneft provided is
based on the length of service and earnings of the person entitled.
Te cost of defned contribution pension plans is charged to expense as the contributions become payable. Te cost of defned
beneft plans is determined using the projected unit credit method. Te related pension liability recognized in the statement of
fnancial position is the present value of the defned beneft obligation at the end of the reporting period less the fair value of plan
assets. Actuarial valuations for defned beneft plans are carried out annually.
Actuarial gains and losses are recognized in full in the period in which they occur, in other comprehensive income without
recycling to the statement of income in subsequent periods. Amounts recognized in other comprehensive income are recognized
immediately in retained earnings. Current service cost, the recognized element of any past service cost, the expected return on
plan assets and the interest expense arising on the pension liability are included in the same line items in the statement of income
as the related compensation cost.
Past service costs are recognized immediately to the extent the benefts are vested, and otherwise are amortized straight-line over
the average period until the benefts become vested.
15. SHARE-BASED PAYMENT
No such scheme
16. TERMINATION BENEFITS
Te company recognizes termination benefts when it is demonstrably committed to either terminating the employment of
current employees according to a detailed formal plan without possibility of withdrawal, or providing benefts as a result of an
ofer made to encourage voluntary termination. Benefts falling due more than twelve months afer the end of the reporting
period are discounted to their present value.
17. OTHER LIABILITIES
Provisions for restructuring costs, warranties and legal claims are recognized in other liabilities when the company has a present
legal or constructive obligation as a result of past events; it is more likely than not that an outfow of resources will be required
to settle the obligation; and the amount can be reliably estimated. Provisions are measured at managements best estimate of the
expenditure required to settle the obligation at the end of the reporting period, and are discounted where the efect is material.
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18. INCOME TAX
Income tax comprises current and deferred tax. Income tax is recognized in the statement of income except to the extent that
it relates to items recognized directly in other comprehensive income or directly in equity, in which case the income tax is also
recognized directly in other comprehensive income or equity, respectively.
Current tax is the expected tax payable on the taxable income for the year, using tax rates enacted or substantively enacted, at the
end of the reporting period, and any adjustment to tax payable in respect of previous years.
In general, deferred tax is recognized in respect of temporary diferences arising between the tax bases of assets and liabilities
and their carrying amounts in the consolidated fnancial statements. However, deferred tax is not recognized if it arises from the
initial recognition of goodwill or the initial recognition of an asset or liability in a transaction other than a business combination
that, at the time of the transaction, afects neither accounting nor taxable proft nor loss. Deferred income tax is provided on
temporary diferences arising on investments in subsidiaries and associates, except, in the case of subsidiaries, where the timing
of the reversal of the temporary diference is controlled by the company and it is probable that the temporary diference will not
reverse in the foreseeable future.
Deferred income tax is determined on a non-discounted basis using tax rates and laws that have been enacted or substantively
enacted at the balance sheet date and are expected to apply when the deferred tax asset is realized or liability is settled. Deferred
tax assets are recognized to the extent that it is probable that future taxable proft will be available against which the deductible
temporary diferences can be utilized. Deferred income tax assets and liabilities are presented as non-current.
19. INVESTMENTS IN ASSOCIATES
Associates are entities over which the company has signifcant infuence. Te company accounts for its investment in associates
using the equity method. Te companys share of profts or losses of associates is recognized in the consolidated statement of
income and its share of other comprehensive income or loss of associates is included in other comprehensive income.
Unrealized gains on transactions between the company and an associate are eliminated to the extent of the companys interest
in the associate. Unrealized losses are also eliminated unless the transaction provides evidence of an impairment of the asset
transferred. Dilution gains and losses arising from changes in interests in investments in associates are recognized in the
consolidated statement of income.
20. FOREIGN CURRENCY TRANSLATION
Transactions and balances
Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of
the transactions. Foreign exchange gains and losses resulting from the settlement of foreign currency transactions and from
the translation at exchange rates of monetary assets and liabilities denominated in currencies other than an entities functional
currency are recognized in the statement of income in other gains and losses (net).
21. FINANCIAL INSTRUMENTS
Financial assets and liabilities are recognized when the company becomes a party to the contractual provisions of the instrument.
Financial assets are derecognized when the rights to receive cash fows from the assets have expired or have been transferred
and the company has transferred substantially all risks and rewards of ownership. Financial liabilities are derecognized when the
obligation specifed in the contract is discharged, cancelled or expires.
At initial recognition, the company classifes its fnancial instruments in the following categories:
(i) Financial assets and liabilities at fair value through proft or loss
A fnancial asset or liability is classifed in this category if acquired principally for the purpose of selling or repurchasing in the
short-term.
Derivatives are also included in this category unless they are designated as hedges.
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Financial instruments in this category are recognized initially and subsequently at fair value. Transaction costs are expensed in the
consolidated statement of income. Gains and losses arising from changes in fair value are presented in the consolidated statement
of income within other gains and losses (net) in the period in which they arise. Non-derivative fnancial assets and liabilities
at fair value through proft or loss are classifed as current except for the portion expected to be realized or paid beyond twelve
months of the balance sheet date, which are classifed as long-term.
(ii) Available-for-sale investments
Available-for-sale investments are non-derivatives that are either designated in this category or not classifed in any of the other
categories. Te companys available-for- sale assets comprise investments in debt and equity securities (other than those qualifying
as cash equivalents).
Available-for-sale investments are recognized initially at fair value plus transaction costs and are subsequently carried at fair value.
Gains or losses arising from re measurement are recognized in other comprehensive income except for exchange gains and losses
on the translation of debt securities, which are recognized in the consolidated statement of income. When an available-for-sale
investment is sold or impaired, the accumulated gains or losses are moved from accumulated other comprehensive income to the
statement of income and are included in other gains and losses (net).
Available-for-sale investments are classifed as non-current, unless an investment matures within twelve months, or management
expects to dispose of it within twelve months. Interest on available-for-sale debt instruments, calculated using the efective interest
method, is recognized in the statement of income as part of interest income. Dividends on available-for-sale equity instruments
are recognized in the statement of income as dividend income when the companys right to receive payment is established.
(iii) Loans and receivables
Loans and receivables are non-derivative fnancial assets with fxed or determinable payments that are not quoted in an active
market. Te companys loans and receivables comprise trade receivables and cash and cash equivalents, and are included in
current assets due to their short-term nature. Loans and receivables are initially recognized at the amount expected to be received,
less, when material, a discount to reduce the loans and receivables to fair value. Subsequently, loans and receivables are measured
at amortized cost using the efective interest method less a provision for impairment.
(iv) Financial liabilities at amortized cost
Financial liabilities at amortized cost include trade payables, bank debt and long-term debt. Trade payables are initially recognized
at the amount required to be paid, less, when material, a discount to reduce the payables to fair value. Subsequently, trade payables
are measured at amortized cost using the efective interest method. Bank debt and long-term debt are recognized initially at fair
value, net of any transaction costs incurred, and subsequently at amortized cost using the efective interest method. Tese are
classifed as current liabilities if payment is due within twelve months. Otherwise, they are presented as non-current liabilities.
Long Term Investment
Te long- term investments are initially recognized at cost and provision is only made where, in the opinion of the Directors, there
is a permanent diminution in value. Where there has been a permanent diminution in the value of an investment, it is recognized
as an expense in the period in which the diminution is identifed.
However the cost of the long-term investments is subjected to revaluation and any gain is recognized in the income statement.
Short Term Investment
Te short- term investments are carried in the balance sheet at Fair value.
Investment in Adam Apparels (Pvt) Ltd is identifed as Short term investment as the directors will look towards trading its
securities in the future. Te company has carried out a revaluation of its property on 30th September 2012 which has increased
its fair value and its duly recognized in Adam Investment limited accounts.
On disposal of an investment, the diference between the net disposal proceeds and the carrying amount is charged or credited
to the income statement.
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Impairment of fnancial assets
At each reporting date, the company assesses whether there is objective evidence that a fnancial asset (other than a fnancial asset
classifed as fair value through proft or loss) is impaired. Te criteria used to determine if objective evidence of an impairment
loss include:
(i) Signifcant fnancial difculty of the obligor;
(ii) Delinquencies in interest or principal payments; and it become probable that the borrower will enter bankruptcy or other
fnancial reorganization.
For equity securities, a signifcant or prolonged decline in the fair value of the security below its cost is also evidence that the assets
are impaired.
If such evidence exists, the company recognizes an impairment loss, as follows:
(i) Financial assets carried at amortized cost
Te loss is the diference between the amortized cost of the loan or receivable and the present value of the estimated future cash
fows, discounted using the instruments original efective interest rate. Te carrying amount of the asset is reduced by this amount
either directly or indirectly through the use of an allowance account.
(ii) Available-for-sale fnancial assets
Te impairment loss is the diference between the original cost of the asset and its fair value at the measurement date, less
any impairment losses previously recognized in the statement of income. Tis amount represents the loss in accumulated other
comprehensive income that is reclassifed to net income. Impairment losses on fnancial assets carried at amortized cost and
available-for-sale debt instruments are reversed in subsequent periods if the amount of the loss decreases and the decrease can
be related objectively to an event occurring afer the impairment was recognized. Impairment losses on available-for-sale equity
Instruments are not reversed.
AI NV
63
~~~~~~~~~~~~~~~~~~~~~~~~~~
~~~~~~~~~~~~~~~~~~~~~~~
COLOMBO 14.
~~~~~~~~~~~
NOTES TO ACCOUNTS
~~~~~~~~~~~~~~~~~~~
FOR YEAR ENDED 31 DECEMBER 2013
~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~
01.INVESTMENT IN ASSOCIATES
01.1. Investment at Cost
Company
31-Dec-2013 31-Dec-2012
Purchase consideration paid for the Investment
Adam Metal (Pvt) Ltd 102,007,500 102,007,500
Network Communication (Pvt) Ltd 100,500,000 100,500,000
202,507,500 202,507,500
Group
Adam Metal (Pvt) Ltd
Purchase consideration paid for the Investment 102,007,500.00
Good will on Acquisition (3,267,707.53)
Share of associate profts as at 31.12.2012 154,783.39
Share of tax at 31.12.2012 (12,340.49)
Balance as at 31st December 2012 98,882,235.36
Share of associate deferred tax -
Share of profts of associate afer tax 31.12.2013 489,072.60
Dividend received from associate -
31-Dec-2013
Network Communication (Pvt) Ltd
Purchase consideration paid for the Investment 100,500,000.00
Negative Good will on Acquisition 3,797,171.59
Share of associate profts as at 31.12.2012 3,469,417.60
Share of tax at 31.12.2012 (550,135.02)
Share of associate deferred tax -
Share of profts of associate afer tax 31.12.2013 7,087,882.27
Share of tax at 31.12.2013 (1,239,588.65)
Dividend received from associate -
As at 31st December 2012 206,098,690
As at 31st December 2013 212,436,056
AI NV
64
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68
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69
A
.

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.

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AI NV
79
12 FORECASTED FINANCIAL STATEMENTS
REPORT ON PROSPECTIVE
FINANCIAL INFORMATION OF
ADAM INVESTMENTS (PVT) LTD
FROM YEAR 2014 TO 2018
AI NV
80
Dr.Ali Asger Shabbir
Chairman,
Adam Investments Limited,
264, Grandpass Road,
Colombo 14.
Dear Sir,
Examination of Prospective Financial Information of Adam Investments Limited Group as per SLSAE [3400] Prepared for
the period year 2014 to 2018.
In accordance with your instructions, A.I Macan Markar & Co has performed the work set out in our Engagement Agreement
dated February 05, 2014, in connection to the above subject matter and we take pleasure in forwarding you our report in this
regard.
Scope and Nature of our Work
Te scope and nature of our work, including the basis and limitations, have been detailed in our Engagement Agreement and have
been summarised below:
Our scope and nature of work in respect to this assignment is to carry out an Examination of Prospective Financial Information of
the Forecasted Financial Statements as per SLSAE [3400] prepared by Adam Investments Limited (AINV) for the period of 2014
to 2018. Examination of Prospective Financial Information as per SLSAE [3400] would encompass the following;
Managements best-estimate assumptions on which the prospective fnancial information is based are not unreasonable and,
in the case of hypothetical assumptions, such assumptions are consistent with the purpose of the information;
Te prospective fnancial information is properly prepared on the basis of the assumptions;
Te prospective fnancial information is properly presented and all material assumptions are adequately disclosed, including
a clear indication as to whether they are best-estimate assumptions or hypothetical assumptions; and
Te prospective fnancial information is prepared on a consistent basis with historical fnancial statements, using appropriate
accounting principles.
Purpose of our Report and Restrictions on its Reliance
Tis projection has been prepared for the process of listing Adam Investments in the Colombo Stock Exchange (CSE). Te
Prospective Fiancial Statements have been prepared by the Management of AINV using a set of assumptions that include historical
trends derived from the Historical Fiancial Statements and other hypothetical assumptions about future events and managements
actions that are not necessarily expected to occur. Consequently, readers are cautioned that this projection may not be appropriate
for purposes otherthan that described above.
All information with regard to the Forecasted Financial Statements that we have received, are the responsibility of the management
of AINV. We have not sought to establish the reliability of information given to us except as specifcally stated in the report.
While evidence may be available to support the assumptions on which the Prospective Financial Information is based, such
evidence is itself generally future oriented and, therefore, speculative in nature, as distinct from the evidence ordinarily available
in the Audit of Historical Financial Information. Tus, we are not in a position to express an opinion as to whether the results
shown in the Prospective Financial Information will be achieved.
Colombo 4.
Phone : 2594205, 2594192 Fax : 2594285
AI NV
81
Further, we wish to note, inter alia, other limitations of our work undertaken as stated below:
In carrying out this assignment, we have performed, as stipulated under SLSAE [3400], reasonable analysis and assessments
that were possible and practical within the time available and as at the date of this report. Te fnancial forecasts were
examined utilizing the information gathered through discussions held with the management of AINV and its representatives.
Te estimates of future operations herein were examined by us based on the information made available. However, there
will usually be diferences between estimated and actual results because events and circumstances frequently do not occur as
expected and those diferences may have material fnancial consequences.
Neither A.I Macan Markar & Co nor any of its employees has a fnancial interest in the entity being appraised.
Te fee for the preparation of this report is not contingent upon results reported.
Tis report is prepared on the specifc instructions of the management of AINV for the purpose of including the Prospective
Financial Information as a part of the Prospectus for the process of listing AINV in the CSE and should not be used for any
other purposes.
In carrying out this assignment accounting policies applicable for the fnancials are assumed to be limited to the management
assumptions.
Management Representations
Te contents of this report have been reviewed by the management of AINV and have been acknowledged.
A.I. MACAN MARKAR & CO
AI NV
82
INDEPENDENT AUDITORS REPORT
TO THE MEMBERS OF ADAM INVESTMENTS LIMITED
We have examined the accompanying Prospective Financial Statements of Adam Investments Limited. Tis comprises Group
Statements of Financial Position, Comprehensive Income Statement of Cash Flow and the Assumptions thereto in accordance
with the Sri Lanka Standard on Assurance Engagements applicable to the examination of Prospective Financial Information.
Managements Responsibility for the Prospective Financial Statements
Management is responsible for the Forecasted Financial Statements including the assumptions there to as set out in this report.
Tese projections have been prepared for the purpose of including the prospective fnancial information as a part of the Pro-
spectus for the process of listing Adam Investments Limited in the Colombo Stock Exchange. As a principal line of business
Adam Investments Limited is expected to embark on new projects during the forecasted period. Te prospective fnancial
statements have also captured the expected returns from these projects along with the return attributable to Adam Investments
Limited from the proposed expansion of the existing business operations of the Associate companies. Te Forecasted Financial
Statements have been prepared based on a set of assumptions that include hypothetical assumptions about future events and
managements action that are not necessarily expected to occur. Consequently, readers are cautioned that this projection may
not be appropriate for purposes other than that described above.
Opinion
Based on our examination of the evidence supporting the assumptions, nothing has come to our attention which causes us to
believe that the assumptions do not provide a reasonable basis for the forecast. Further, in our opinion the forecast is properly
prepared on the basis of the assumptions and is presented in accordance with Sri Lanka Accounting Standards.
Actual results are likely to be diferent from the forecast since anticipated events frequently do not occur as expected and the
variation may be material.
Colombo 4.
Phone : 2594205, 2594192 Fax : 2594285
AI NV
83
1 OVERVIEW OF ADAM INVESTMENTS LIMITED
Adam Investments Limited was incorporated in 2011 by Chairman Deshabandhu Dr. Ali Asger Shabbir Gulamhusein, to focus on
key growth industries that play a pivotal role in the countrys economy. Te companies that function under Adam Investments are
Adam Apparels (Pvt) Ltd, a premier manufacturer and exporter of garments for leading global fashion labels. For 3 decades this
company has contributed to the largest export earning industry in the island, which despite local and international challenges, has
continued to grow steadily year on year. Adam Metals (Pvt) Ltd which is one of the oldest manufacturers of metal hardware items
in the island is expertly positioned today to take advantage of the rapidly booming construction / infrastructure development
projects in the island. Network Communications (Pvt) Ltd is the groups IT / Electronics arm. With the rapid urbanization of
the island and the governments systematic drive to push the ICT industry forward, Network Communications shows a very
promising future as a key player in a major Sri Lankan industry of the future. Te group recently inaugurated two new companies,
namely Adam Automobiles (Pvt) Ltd and Adam Air conditions (Pvt) Ltd. In 2011 / 2012 Sri Lanka saw its largest ever volume of
vehicle imports. Tus Adam Automobiles was conceived with the aim to provide spare parts and services to cater to the rapidly
increasing demand for these items. 2012 saw a drop in importation of consumer electronics except for 3 items which were,
TVs, mobile phones and air conditioners. Since the group is already engaged in the importation of TVs and mobile phones
through Network Communications (Pvt) Ltd, Adam Air conditions (Pvt) Ltd was inaugurated to tap the growing demand for air
conditioning systems in the country. Adam Investments is also a leading investor in the Colombo Stock Market and has acquired
8.9% of Ceylon and Foreign Trades Plc which is one of the oldest listed companies trading on the market and 10.12% in PC House
Holdings PLC.
Adam Investments Limited has acquired 39.8% of Orient Garment Plc, which is a listed company trading on CSE. Subsequently
Adam Investment announced a mandatory ofer to purchase the remaining shares under the company takeovers and mergers
code. AIL is planning to increase the shareholding in Orient Garment Plc up to 51% within the year 2014. AIL has obtained the
board control of Orient Garments PLC in January 2014 and as a result Orient Garments PLC has become a subsidiary of AIL. Tis
strategic acquisition provides many synergies with Adam Apparels (Pvt) Ltd since they operate in the same industry.
With a director board that has an accumulated top management experience of over 100 years, Adam Investments has the ideal set
up to strategize and ensure the rapid growth of the organization. Adam Investments is poised to seize the opportunities of growing
industries in the country and each year added under its belt will only see Adam Investments grow to new heights.
AI NV
84
2

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AI NV
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3 REASONABILITY OF THE KEY ASSUMPTIONS UTILIZED FOR THE
FORECASTED FINANCIAL STATEMENTS OF ADAM INVESTMENTS
LIMITED
3.1 Other Operating Income
3.1.1 Share of Profts / (Loss) from Equity Accounted Investments
Te revenue forecasts of the Associate companies are calculated based on company specifc revenue growth patterns derived
from the past performance of the company and the expected post restructuring performance with the infusion of the IPO cash
proceeds. Te assumptions for the revenue forecasted are detailed under the Income Statements of the respective Associate
Companies.
Earnings attributable to Adam Investments from the Equity Accounted Investments under Network Communications (Pvt) Ltd
and Adam Metals (Pvt) Ltd will be recognized based on the percentage ownership of the respective associate companies.
Note Earnings generated from Adam Apparels (Pvt) Ltd will not be accounted under Share of Profts from Associates, since the
investment is recognized as an Available for Sale Financial Assets which will appreciate in fair value over the forecasted period.
(As discussed below in Section-3.6.1)
When considering Orient Garments PLC, the normal practice of investing 2.5% of the annual revenue in a short term investment
at an interest rate of 5% is assumed to be continued. Terefore the respective interest income of this has been considered as an
other operating income.
3.1.2 Yield on Debt Investments in Associates
Te Cash Proceeds from the IPO will be utilized in the Associate Companies during the fnancial year 2014 as interest yielding
assets. According to the managements best estimates, these debt investments shall generate a yield of 16% per annum and
continued to be utilized over the forecasted period.
Interest from Investments in Associate Companies
Currency: LKR FYE 2014 FYE 2015 FYE 2016 FYE 2017 FYE 2018
Interest Rate 16.00%

Network Communications
Amount Invested - Opening

-
200,000,000 200,000,000 200,000,000 200,000,000
Additions 200,000,000 - - - -
Closing Balance 200,000,000 200,000,000 200,000,000 200,000,000 200,000,000
Number of Months 12 12 12 12 12
Interest Income 32,000,000 32,000,000 32,000,000 32,000,000 32,000,000

Adam Metals
Amount Invested - Opening

-
50,000,000 50,000,000 50,000,000 50,000,000
Additions 50,000,000 - - - -
Closing Balance 50,000,000 50,000,000 50,000,000 50,000,000 50,000,000
Interest Income 8,000,000 8,000,000 8,000,000 8,000,000 8,000,000
Total Interest Income 40,000,000 40,000,000 40,000,000 40,000,000 40,000,000
Note - Te assumption has been made in accordance to the Managements Best Estimate.
AI NV
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3.1.3 Yield on Debt Investments in Available for Sale Financial Assets
Te Cash Proceeds from the IPO will be utilized in the Available for Sale Financial Asset (Adam Apparel (Pvt) Ltd.) during the
fnancial year 2014 as interest yielding assets. According to the managements best estimates, these debt investments shall gener-
ate a yield of 16% per annum and continued to be utilized over the forecasted period.
Interest from Investments in Available for Sale Financial Assets

Adam Apparels
Amount Invested -
Opening
- 100,000,000 100,000,000 100,000,000 100,000,000
Additions 100,000,000 - - - -
Closing Balance 100,000,000 100,000,000 100,000,000 100,000,000 100,000,000
Interest Income 16,000,000 16,000,000 16,000,000 16,000,000 16,000,000
3.1.4 Interest Income from Fixed Deposits
As an investment company Adam Investments shall continuously look into the emerging investment opportunities in the Sri
Lankan economy. Te Management expects to accumulate the free cash generated from the existing lines of business to invest
into other lucrative business ventures. For this purpose, the cash generated will be invested in short term fnancial instruments
such as Fixed Deposits until the management could identify a suitable investment that is above the opportunity cost of investing
in such short term instruments.
However the return generated from future business opportunities will be difcult to predict at this point of time. Terefore, on
prudency basis the management has recognized only the opportunity cost of investing in short term fnancial instruments at the
prevailing Fixed Deposit interest rates of 16% per annum.
3.1.5 Interest Income from REPO Investments
Return generated from the cash balance maintained. Tis will be invested in short-term REPO investments at the prevailing yield
of 9.8%.
3.2 Operating Expenses
It is assumed that total Operating expenses of Adam Investments Limited, Adam Air-conditions (Pvt) Ltd and Adam Automobile
as LKR 8,000,000 at the initial year 2014 and to be continued with 20% increment annually over the forecasted period.
Te assumption made for the above recognition for Operating expenses is according to the Managements Best Estimate.
AI NV
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3.3 Administrative Expenses
It is assumed that the total Administration expenses of Adam Investments Limited, Adam Air-conditions (Pvt) Ltd and Adam
Automobile as LKR 6,000,000 at the initial year 2014 and to be continued with 20% increment annually over the forecasted
period. It is assumed that the administration expense of Orient Garments (Pvt) Ltd to be at 4% of the annual turnover over the
forecasted period which is the average historical trends.
Te assumption made for the above recognition for Administrative expenses is according to the Managements Best Estimate.
3.4 Finance Expenses
Te investment in subsidiary Orient Garments PLC has been fnanced through a non-current liability and assumed that future
investments will also be fnanced through a non-current liability and will be paid of within fve years with the generated cash fow.
Te fnance expense is assumed to be at a rate of 15% per annum.
Interest from Fixed Deposits

Opening Balance

-

-
20,000,000 20,000,000 20,000,000 20,000,000
Addition

-
20,000,000

-
20,000,000 20,000,000 20,000,000 20,000,000 20,000,000

Interest Income 1,066,667 3,200,000 3,200,000 3,200,000 3,200,000
Interest on Long term loan
Opening Loan 188,100,760 188,100,760 169,307,452 149,197,664 110,197,664 68,197,664
Repayment 18,793,308 20,109,788 39,000,000 42,000,000 68,197,664
Closing Loan
Balance
188,100,760 169,307,452 149,197,664 110,197,664 68,197,664 -
Interest Expense 25,396,118 22,379,650 16,529,650 10,229,650 -
Finance expense of Orient Garments PLC is assumed to be constant at LKR 70,000,000 per annum based on the average of
historical fnance expenses.
Te assumption made for the above recognition for Finance Expenses is according to the Managements Best Estimate.
AI NV
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3.5 Tax Expenses
It is assumed that the companys Income tax payable will be reduced by 50%, as the government proposed with the budget
proposal 2013 and extended with the budget proposal 2014, that Te period for listing of shares of a company with an issue of
not less than 20% to the general public for the application of the half of the applicable rate as referred to in section 59D of the
Inland Revenue Act, will be extended to a further period of three years, if such company is paying corporate income tax on the
profts at 28% or more.
Tax liability of Orient Garments is assumed to be at the rate of 12% per annum.
Te assumption has been made in accordance to the Managements Best Estimate.
3.6 Other Comprehensive Income
3.6.1 Fair Value Gain on Short Term Investments
Tis includes the capital gain generated from the share price increase in Adam Apparel (Pvt) Ltd, Ceylon and Foreign Trades PLC,
PC House Holdings PLC and Environmental resources Investments PLC over the forecasted period. Te share prices are expected
to appreciate by 10% each year during the forecasted period.
Te intention of the management is to improve the continuing business value of Adam Apparels (Pvt.) Ltd and to dispose the
percentage owned by Adam Investments to a suitable strategic investor. Te investment in Adam Apparels has been recognized
as an Available for Sale Financial Assets based on the fair value method of accounting, as presented in the Audited Balance Sheet
as at 31 December 2013.
However, the management of Adam Investments believes that the company could be positioned to create more value by improving
the production capacity while entering into long-term business contracts with international apparel brands for an optimum
utilization of the production facility. In this proposition, the Management of Adam Investments, based on their best estimations
expect that the fair value of Adam Apparels will improve by 10% per annum with the proposed improvements and the embedded
long term contracts to the production facility.
Te gain on fair value appreciation has been recorded under other Comprehensive Income in the Income Statement.
AI NV
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3.7 Property, Plant and Equipment
In Orient Garments PLC the average depreciation rates of 7% per annum has been continued and the management does not have
any intention to invest more in property, plant and equipment in the forecasted period.
3.8 Leasehold Land and Intangible Assets
Te moderate impairment rates of 3% and 0.3% for leasehold land and intangible assets have been assumed to be remain for the
forecasted period.
Note - Te assumption has been made in accordance to the Managements Best Estimate
3.9 Equity Investment
3.9.1 Unlisted Equity in Associates
Te Unlisted Equity Investments includes the investments in Network Communications (Pvt) Ltd and Adam Metals (Pvt) Ltd.
Te overall investment has appreciated in value due to the recognition of earnings attributable to Adam Investments over the
years.
SHORT TERM INVESTMENTS
Unquoted Investments
Opening Fair Value 105,832,112 116,415,323 128,056,856 140,862,541 154,948,795
Capital Appreciation 10.00% 10.00% 10.00% 10.00% 10.00%
Closing Fair Value 116,415,323 128,056,856 140,862,541 154,948,795 170,443,675
Capital Gain 10,583,211 11,641,532 12,805,686 14,086,254 15,494,880
Quoted Investments
Ceylon And Foreign Trades Plc
Capital Gain 8,385,601 9,224,161 10,146,577 11,161,235 12,277,358
PCH Holdings Plc
Capital Gain 3,060,056 3,366,062 3,702,668 4,072,935 4,480,229
Environmental resources Investments PLC
Capital Gain 110,177 121,195 133,315 146,646 161,311
Total Short Term Investments 243,529,503 267,882,453 294,670,698 324,137,768 356,551,545
Total Fair Value Gain / Loss 22,139,046 24,352,950 26,788,245 29,467,070 32,413,777
AI NV
92
3.9.2 Listed Equity
Te investment in Ceylon and Foreign Trades PLC, PCH Holdings PLC and Environmental resources Investments PLC will
appreciate by 10%, commencing from the fnancial year 2014.
3.9.3 Unlisted Equity in Available for Sale Financial Assets
Te Investments in Adam Apparel (Pvt) Ltd will appreciate by 10%, commencing from the fnancial year 2014.
3.10 Debt Investments in Associates
Out of the LKR400 Million generated from the IPO, LKR250 Million will be invested as debt instruments in the associate
companies as follows.
Note - Te assumption has been made in accordance to the
Managements Best Estimate.
3.11 Debt Investments in Available for Sale Financial Assets
Out of the LKR400 Million generated from the IPO, LKR100 Million will be invested as debt instruments in Available for Sale
Financial Assets which is Adam Apparel (Pvt) Ltd.
4 FORECASTED FINANCIAL STATEMENTS OF GROUP COMPANIES
4.1 Adam Air Conditions (Pvt) Ltd and Adam Automobile (Pvt) Ltd
4.1.1 Turnover
Turnover of the group is expected to generate by their fully owned two subsidiaries Adam Automobiles (Pvt.) Ltd and Adam Air
Conditioners (Pvt.) Ltd and Orient Garments PLC which Adam Investments Limited will have the ownership of 51% in 2014. Te
table below indicated the revenue generated from the two fully owned subsidiaries based on the quantities sold over the forecasted
period.
DEBT INVESTMENTS IN ASSOCIATE COMPANIES
Currency: LKR FYE 2014
Investments in Associates
Network Communications 200,000,000
Adam Metals 50,000,000
Closing Debt Investment 250,000,000
REVENUE
Number of Sales Units
Growth in Quantity Sales per Annum 300% 25% 25% 25%
9000BTU 35 140 175 219 273
12000BTU 50 200 250 313 391
18000BTU 30 120 150 188 234
24000BTU 20 80 100 125 156
Total Units 135 540 675 844 1,055
Total Sales of Air Conditioner Units 9,105,000 38,241,000 50,191,313 65,876,098 86,462,378
Average Selling Price 67,444 70,817 74,358 78,075 81,979
Increase in Average Selling Price per Annum 5.00% 5.00% 5.00% 5.00%
Sales of Automobile Spare Parts 2,895,000 25,005,000 50,106,500 60,127,800 72,153,360
Total Revenue 12,000,000 63,246,000 100,297,813 126,003,898 158,615,738
AI NV
93
Adam Air Conditions (Pvt) Ltd was inaugurated to cater to the growing demand for air conditioning systems in the country. Te
year 2012 saw a signifcant drop in imports of all consumer electrical items, except for Mobile phones, TVs and Air Conditioners.
Since Network Communications already imports Mobile phones and TVs, the decision was made to branch out with Adam Air
Conditions (Pvt) Ltd which handles the importing, marketing and servicing of Air Conditioners.
During the Financial Year 2013 and 2014, Adam Air Conditions is expected to go through a growth phase. Te Management
expects to record a sales target of 135 AC Units for the remaining 10 months of the fnancial year 2014 at an average selling price
of LKR 67,444. Te sales targets will further improve by 300% for the fnancial year 2015. Tereafer, the sales generated from Air
Conditioners will saturate at a growth rate of 25% per annum. Te company will maintain a moderate 5% increase in the average
sales price during the forecasted period.
On the other hand, Adam Automobiles (Pvt) Ltd was established to import automobile spare parts for distribution in Sri Lanka.
Te level of per Capita Income in Sri Lanka has increased above US$ 2,900 during the year 2012, Te government initiatives to
uplif the Per Capita Income to US$ 4,000 by year 2016 signifes a promising future for the motor industry in Sri Lanka. Te
transport sector recorded an 11.4% growth in 2010 compared to 6.3% growth in 2009.Tis is the highest growth recorded by the
sector during the last three years. In 2010, value of vehicle imports recorded LKR 37 billion in 2009 to LKR 117 billion in 2010,
refecting a growth rate of 216%. India continues to dominate the Sri Lankan market for vehicle imports accounting for 50% of the
import value. Japan has remained resilient maintaining 30% of market value facing challenges from other countries. Te number
of vehicle registrations has increased signifcantly during the year 2010 and 2011. Te number of motorcars, buses, three wheelers
and motorcycles registered recorded 300, 237,129 and 54% growth respectively during the year 2010 indicating a 76% growth
over 2009.
Now Sri Lankas automobile market which enjoyed a brief boom has once again plummeted due to the tax revisions. Vehicle
importers have been forced to pass on the increased cost to the consumer which has seen a decline in the demand for new vehicles.
Adam Automobiles (Pvt) Ltd will cater to growing demand for automobile spare parts arisen due to sudden boom of vehicle
imports in preceding year.
Adam Automobile is also expected to go through a growth phase with market development during the Financial Year 2013 and
2014. Te company will cater to the local automobile market with a wide variety of spare parts which will generate a sales target
of LKR 2.8 Million during the fnancial year 2014. Te market development initiatives will be continued during the fnancial years
2015 and 2016 to generate a sales target of LKR 25 Million and 50 Million. Te revenue generated will be improved thereafer by
20% for the remaining forecasted period.
Adam Investments Limited has consolidated its fnancial statements with Orient Garments PLC under SLFRS 3 based on which
Adam Investments has obtained the board control of Orient Garments PLC and its plans to increase the ownership up to 51%
within the year 2014. Te best performing year of OGL has been considered to forecast the OGL Income statement which is FY
2011. Te revenue of Orient Garments PLC for FY 2014 has forecasted to grow at 35% due to the expansion of production facility
by acquiring 2 factories and thereafer it is forecasted to grow at a moderate rate of 5% per annum.
4.1.2 Cost of Sales
Adam Air Conditions will report a total cost of sales of LKR 5.5 Million for the fnancial year 2014. Tis will account for a Cost of
Sales percentage of 60.38% and an average cost per unit of LKR 40,721. Te company expects to maintain the same Cost of Sales
percentage during the forecasted period which will result in a perfect positive correlation between Sales and Cost of Sales at an
annual increase of 5% during the forecasted period.
On the other hand, Adam Automobile is expected to report an annual increase in line with Sales, maintaining a perfect positive
correlation between Sales and Cost of Sales at a Cost of Sales percentage of 60% during the forecasted period.
AI NV
94
Cost of Sales
Adam Air Conditions (Pvt) Ltd
Total Cost of Sales 5,497,350 23,088,870 30,304,142 39,774,186 52,203,619

Cost of Sales Percentage 60.38% 60.38% 60.38% 60.38% 60.38%

Cost of Sales 1,737,000 15,003,000 30,063,900 36,076,680 43,292,016
Cost of Sales Percentage 60.00% 60.00% 60.00% 60.00% 60.00%

Total Cost of Sales 7,234,350 38,091,870 60,368,042 75,850,866 95,495,635
Cost of sales of Orient Garments PLC will maintain the moderates cost of sales percentage of 88% of the annual forecasted
turnover.
4.2 Network Communications (Pvt.) Ltd
4.2.1 Forecasted Income Statements
NETWORK COMMUNICATIONS (PVT) LTD - FORECASTED INCOME STATEMENT
Currency: LKR
Forecasted Forecasted Forecasted Forecasted Forecasted
31-Mar-2014 31-Mar-2015 31-Mar-2016 31-Mar-2017 31-Mar-2018
Turnover 406,815,059 528,859,576 608,188,513 699,416,790 804,329,308
Cost of Sales (317,315,746) (412,510,470) (474,387,040) (545,545,096) (627,376,860)
Gross Proft 89,499,313 116,349,107 133,801,473 153,871,694 176,952,448
Other Income 895,001.20 1,163,502 1,338,027 1,538,731 1,769,540
Total Income 90,394,314 117,512,608 135,139,500 155,410,425 178,721,988
Operating Expenses (10,373,784) (13,485,919) (15,508,807) (17,835,128) (20,510,397)
Administrative Expenses (38,403,342) (49,924,344) (57,412,996) (66,024,945) (75,928,687)
Management Fees (120,000) (120,000) (120,000) (120,000) (120,000)
Proft/(Loss) from Operating Activities 41,497,189 53,982,345 62,097,697 71,430,351 82,162,904
Finance Expenses
Interest on Current Borrowings - - - - -
Interest on Borrowings from AINV (32,000,000) (32,000,000) (32,000,000) (32,000,000) (32,000,000)
(32,000,000) (32,000,000) (32,000,000) (32,000,000) (32,000,000)
Net proft / (loss) Before Taxation 9,497,189 21,982,345 30,097,697 39,430,351 50,162,904
Taxation (1,329,606) (3,077,528) (4,213,678) (5,520,249) (7,022,807)
Net Proft / Loss) for the Period 8,167,582 18,904,817 25,884,019 33,910,102 43,140,098
Shareholding of Adam Investments 43% 43% 43% 43% 43%
Share of Profts for Adam Investments 3,535,748 8,183,898 11,205,196 14,679,688 18,675,355
AI NV
95
4.2.2 Assumptions to the Forecasted Income Statements
4.2.2.1 Turnover
Network Communications (Pvt) Limited is expected to report a revenue target of LKR 406 Million for the fnancial year 2014, and
thereafer increase 30% in year 2015 and 15% thereafer annually. From the proceeds of the IPO, Adam Investments will utilize
LKR 200 Million for the development of infrastructure in Network Communications. Tis will facilitate the proposed scale-up of
operations by expanding in retail outlets and deliver BPO and IT related services utilizing the existing license of External Gateway
for International Communication and International Simple Voice Resale.
Te proposed BPO and IT related services will further uplif the revenue generating potential of the company during the fnancial
year 2014.
Te computer hardware market in Sri Lanka is vast and highly competitive. It is growing by around 30% annually. Assembled
computers hold 60-70% share of the market and the rest by branded computers. All renowned global brands are available with
Network communication (Pvt) Ltd along with locally manufactured brands owned by the company. Te Company expect 100%
growth during the year 2014, 30% growth during the year 2015 and 15% growth thereafer.
Te E- Sri Lanka development project was developed collaboratively between the World Bank South Asia Regions Finance and
Private Sector Development Unit and the Global ICT Unit. It pioneered integrating a comprehensive ICT vision and planning
into the development process.
Te projects main goal is to bring the benefts of the global knowledge economy to both urban centers and rural areas of Sri
Lanka. Tis was to be achieved through a series of programs that included strategic policy and regulatory reforms, expansion of
the broadband network throughout the country, providing government service online, establishing Nanasela (Tele-Centers) in
remote areas. It also aim to enhance the competitiveness of the countrys ICT private sector and opening up opportunities for
investment in outsourced IT- Enabled services, and implementing several rural ICT initiatives through grants.
4.2.2.2 Cost of Sales
Cost of Sales will be maintained at 78% during the forecasted period, based on the historical average percentage.
4.2.2.3 Finance cost
Total fnance cost includes the interest bearing lending by Adam Investments and other short term borrowings. With the infusion
of debt capital by Adam Investments some of the high cost short term borrowings will be refnanced to reduce the interest on
current borrowings.
4.2.2.4 Taxation
Network Communications has reported an average historical efective tax rate of 15.2% over the past two years. However, the
management intends to maintain an efective tax rate of 14% over the forecasted period with some of the concessions given by the
budget-2013 to the IT industry and foreign currency revenue generating industries such as BPOs.
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4.3 Adam Metals (Pvt.) Ltd
4.3.1 Forecasted Income Statements
4.3.2 Assumptions to the Forecasted Income Statements
4.3.2.1 Turnover
Adam Metals (Pvt) Ltd is expected to record a revenue target of LKR 34 Million during the fnancial year 2014, LKR 69 Million
in fnancial year 2015 and annually thereafer increase by 20% with the subsequent restructuring and market development. Tis
is justifed by the companys planned addition of new machineries to enhance the present production capacity.
Adam Metals is currently operating at a capacity of 40% with a throughput of 2 Tons per day. Tis has generated revenue of LKR
30 Million for the fnancial year 2013. With the management intervention of Adam Investments the capacity will be propelled into
a 100% throttle and we will enhance it to (2) Two shifs making the total capacity of 200% to facilitate a throughput of 10 Tons
per day within the fnancial years 2015.
Te proposed investment of LKR 50 Million from the IPO proceeds will be utilized to upgrade the manufacturing facility and to
expand the retail outlets to achieve the revenue targets. Te scaled up operations will generate revenue of LKR 69 Million for the
fnancial year 2015 and increase thereafer by 20% over the forecasted period.
Te value of construction projects awarded to local contractors (including subcontracts) and the demand for localy manufactured
material will increase annually by approximately 50-60% over the next 3 years.
Te Sri Lankan government has launched an ambitious program of physical infrastructure development to completely upgrade
the sea, air, road, and power of the country.Te massive infrastructure development drive currently in progress is expected to
ADAM METALS (PVT) LTD - FORECASTED INCOME STATEMENT
Currency: LKR
Forecasted Forecasted Forecasted Forecasted Forecasted
31-Mar-2014 31-Mar-2015 31-Mar-2016 31-Mar-2017 31-Mar-2018
Turnover 34,490,039 68,980,078 82,776,094 99,331,313 119,197,575
Cost of Sales (23,453,227) (51,735,059) (62,082,070) (74,498,485) (89,398,181)
Gross Proft 11,036,813 17,245,020 20,694,023 24,832,828 29,799,394
Other Income 213,228 426,456 511,747 614,097 736,916
Total Income 11,250,041 17,671,476 21,205,771 25,446,925 30,536,310
Administrative Expenses (2,414,303) (6,208,207) (7,449,848) (8,939,818) (10,727,782)
Selling and Distribution Expenses (689,801) (1,379,602) (1,655,522) (1,986,626) (2,383,952)
Management Fees (120,000) (120,000) (120,000) (120,000) (120,000)
Proft/(Loss) from Operating Activities 8,025,937 9,963,667 11,980,400 14,400,480 17,304,577
Finance Expenses
Interest on Current Borrowings
Interest on Borrowings from AINV (8,000,000) (8,000,000) (8,000,000) (8,000,000) (8,000,000)
(8,000,000) (8,000,000) (8,000,000) (8,000,000) (8,000,000)
Net proft / (loss) Before Taxation 25,937 1,963,667 3,980,400 6,400,480 9,304,577
Taxation (3,112) (235,640) (477,648) (768,058) (1,116,549)
Net Proft / Loss) for the Period 25,937 1,724,914 3,502,752 5,632,423 8,188,027
Shareholding of Adam Investments 47% 47% 47% 47% 47%
Share of Profts for Adam Investments 12,103 804,960 1,634,618 2,628,464 3,821,079
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support the country to maintain a high and sustainable growth in the medium and long term. In 2010, the economic infrastructure
development program of the government focused on all areas of infrastructure; development of roads, water supply and sanitation,
ports and aviation, transport, housing and urban development, establishment of industrial zones, hospitals and warehousing and
logistic centers etc.
Te construction sector expanded signifcantly by 14.2% in value added terms in 2011 compared to 9.3% in 2010. Increased
activity in construction was depicted by the growth in domestic production of building material by 8.6% during the year. Cement
availability grew by 21.5per cent in 2011 compared to a contraction of 18.9%in the previous year. Te increased involvement in
the private sector was refected in the growth of private sector credit for construction purposes by 15.8% during the year.
Te construction sector expanded with the acceleration of the ongoing road development projects such as expressways, inter-
regional national highways and mega construction projects and urban development projects together with construction of houses
and reconstruction work done in newly liberated areas boosted construction activities in the country.
4.3.2.2 Cost of Sales
Cost of Sales projected at 68% of the revenue for the year 2014 and will be maintained at 75% during thereafer, based on the
historical average percentage.
4.3.2.3 Taxation
Adam Metals has not paid any tax during the fnancial years 2011 and 2012 due to net losses made. However for the fnancial
year ended 31-March-2013 the company has reported a net proft of above one million. With this turnaround, the management
intends to maintain an efective tax rate of 12% during the forecasted period.
5 LIMITATION
All assumptions made by the management of AINV, were examined based on information obtained from the fnancial
projections prepared by AINV, current operating environment, available resources within the company, prospectus, publicly
available information and any other information provided to us (A.I.MACAN MARKAR & CO) and discussions held with the
management of AINV. In the course of our analysis, we were provided with fnancial information, which we accept as accurate.
Nothing has come to our attention to cause us to believe that the facts and data set forth in this report are not correct. However,
no responsibility is assumed for fnancial information furnished by the management of AINV and is believed to be reliable.
Neither A.I.MACAN MARKAR & CO nor any of its employees has a fnancial interest in the entity being appraised. Te fee for
the preparation of this report is not contingent upon results reported.
Te estimates of future operations as provided by AINV were examined by A.I.MACAN MARKAR & CO. However, there will
usually be diferences between estimated and actual results because events and circumstances frequently do not occur as expected
and those diferences may have material fnancial consequences. Te examination of projected fnancials as per SLSAE [3400]
made herein is valid as of the report date and a reasonable period of time thereafer, subject to there being no material changes to
the operating environment of the Company.
In carrying out this assignment accounting policies applicable for the fnancials are assumed to be limited to the management
assumptions.
Te information relied upon in the preparation of this report is set out in Sources of Information
A.I.MACAN MARKAR & CO is not required to furnish additional work or services, or give testimony, or be in attendance in
court with reference to the assets, properties, or business interests in question or to update any report, recommendation, analysis,
conclusion, opinion or other document relating to its services for any events or circumstances unless arrangements reasonably
acceptable to A.I.MACAN MARKAR & CO have been separately agreed with AINV.
A.I.MACAN MARKAR & COs liability to AINV, regardless of whether such liability is based on breach of contract, tort, strict
liability, breach of warrants, failure of essential purpose or otherwise, under this Agreement or with respect to the services shall be
limited to the amount actually paid by AINV to A.I.MACAN MARKAR & CO under this agreement. If A.I.MACAN MARKAR
& CO is working on a multi-phase engagement for AINV, A.I.MACAN MARKAR & COs liability shall be limited to the amount
paid to A.I.MACAN MARKAR & CO for the particular phase that gives liability.
Tis report is for the use purpose of being included as part of prospectus for the process of listing the above project in the CSE
which includes an examination of projected fnancials as per SLSAE [3400], prepared by AINV and should not be used for any
other purpose. Neither all nor part of the contents of this report shall be disseminated to the public, through advertising, public
relation, news, sales or any other public media without prior approval of A.I.MACAN MARKAR & CO.
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6 SOURCE OF INFORMATION
Colombo Stock Exchange- CSE monthly report and Listing rules
Financial Statements of Network communications (Pvt) Ltd for the Financial Year ended 31 March 2011,2012,2013 and for
the Six (6) months ended 30 September 2013.
Financial Statements of Adam Metal (Pvt) Ltd for the Financial Year ended 31 March 2011,2012,2013 and for the Six (6)
months ended 30 September 2013.
Financial Statements of Adam Apparels (Pvt) Ltd for the Financial Year Ended 31 March 2011,2012,2013 and for the Six (6)
months ended 30 September 2013.

Financial statements of Orient Garments PLC for the fnancial year 31-March-2012, 2013 and for the Nine (9) months ended
31 December 2012,2013
Publicly available information on Apparel industry of Sri Lanka.
Publicly available information on Construction industry of Sri Lanka.
Publicly available information on Computer hardware and sofware market in Sri Lanka.
Sri Lanka government Budget proposal for year 2013
Annual Report of Ceylon And foreign Trades PCL and PC House Holdings PLC for the Financial Year Ended 2012 and the
subsequent quarterly fnancial Statements.
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13 DECLARATIONS
13.1 Statutory Declaration by the Directors
Date: 08th April 2014
We the undersigned, who are named in the Prospectus as Directors of Adam Investment Limited, hereby declare and confrm that
we have read the provisions of the CSE listing rules and of the Companies Act No. 07 of 2007 and any amendments to it relating
to the issue of this Prospectus and those provisions have been complied with.
Tis Prospectus has been seen and approved by us and we collectively and individually accept full responsibility for the accuracy
of the information given and confrm that afer making all reasonable enquires and to the best of our knowledge and belief, there
are no other facts the omission of which would make any statement herein misleading or inaccurate.
Where representations regarding the future performance of Adam Investments Limited have been given in the Prospectus, such
representations have been made afer due and careful enquiry of the information available to Adam Investments Limited and
making assumptions that are considered to be reasonable at the present point in time in our best judgment.
Name of the Director Designation
Signature
Deshabandhu Dr. Ali Asger Shabbir Gulamhusein Chairman (Signed)
Reverent Dr. Lawrence Mervyn Fritsgerald Adams Chief Executive Ofcer/Executive Director (Signed)
Mrs. Danushya Chintha Mediwake Gulamhusein Executive Director (Signed)
Mr. Taher Abbas Gulamhusein Non-Executive Director (Signed)
Mr. Idris Shabbir Non-Executive Director (Signed)
Mr. Malayandi Jeyaprakash Non-Executive Director (Signed)
Mr. Loolbadda Waduge Waruna Priyankara Executive Director (Signed)
Mr.G.Ramanan Non-Executive / Independent Director (Signed)
Mr.Imran Zahir Non-Executive / Independent Director (Signed)
13.2 Statutory Declaration by Financial Advisors and Managers to the Issue
We, Capital Trust Financial (Pvt) Ltd being the Managers and Financial Advisors to the Initial Public Ofer of Adam Investments
Limited, hereby declare and confrm to the best of our knowledge and belief the Prospectus constitutes full and true disclosure
of all material facts about the issue and the Issuer; and we have satisfed ourselves that proft forecasts have been stated by the
Directors afer due and careful inquiry.
Te Common Seal of Capital Trust Financial (Pvt) Ltd is afxed on 10thDay of April 2014 at Colombo in the presence of two
Directors.
(Signed) (Signed)
G.Ramanan Tushan Wickramasinghe
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13.3 Statutory Declaration by the Company
An application has been made to the Colombo Stock Exchange for permission to deal in and for a listing for all securities in
a particular class issued by the Company and those Securities of the same class which are the subject of this issue. Such per-
mission will be granted when the shares are listed on the Colombo Stock Exchange. Te Colombo Stock Exchange assumes no
responsibility for the correctness of any of the statements made or opinions expressed or reports included in this prospectus.
Listing on the Colombo Stock Exchange is not to be taken as an indication of the merits of the Company or of the Securities
issued.
Te Common Seal of Adam Investments Limited is afxed on 08thDay of April 2014 at Colombo in the presence of two Direc-
tors.

(Signed) (Signed)
Chirman CEO/Director
Deshabandhu Dr. Ali Asger Shabbir Gulamhusein Dr. Lawrence Mervyn Fritsgerald Adams
14.1 Annexure A Public Holding
On 20th December 2013, the SEC issued a further Directive under Section 13(c) and (cc) of the SEC Act No. 36 of 1987 (as
amended) Ref: SEC/LEG/13/12/37. Te Directive is efective to all companies to be listed on the Exchange efective from 1st
January 2014.
Accordingly, the current applicable rules in respect of the Public Holding for companies to be listed on the CSE is as follows
(please note the defnition of Public Holding does not include the text within the cages. Te text within the cages is to assist
in defning certain words referred to in the rule for Public Holding);
Public Holding shall be defned as shares of a Listed Entity held by any person other than those directly or indirectly held by;
(a) its parent, subsidiary or associate entities or any subsidiaries or associate of its parent Entity;
[Te defnition given in the Sri Lanka Accounting Standards LKAS 28 to defne an Associate as follows;
An associate is an entity, including an unincorporated entity such as a partnership, over which the investor has
signifcant infuence and that is neither a subsidiary nor an interest in a joint venture.
Signifcant Infuence is the power to participate in the fnancial and operating policy decisions of the investee but
is not control or joint control over those policies.
Control is the power to govern the fnancial and operating policies of an entity so as to obtain benefts from its
activities ]
14 ANNEXURES
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[Te Companies Act No. 7 of 2007 defnes Subsidiary as follows;
A company shall be deemed to be a subsidiary of another, if and only if
(a) that other company either
(i) controls the composition of its board of directors;
(ii) is in a position to exercise or control the exercise of more than half the maximum number of votes that can be
exercised at a meeting of the company;
(iii) hold more than half of the issued shares of the company, other than shares that carry no right to participate
beyond a specifed amount in a distribution of profts or capital;
(iv) is entitled to receive more than half of every dividend paid on shares issued by the company, other than shares
that carry no right to participate beyond a specifed amount in distribution of profts or capital; or

(b) the frst-mentioned company is a subsidiary of any company which is that other companys subsidiary ]
[In terms of SEC Directive Ref: SEC/LEG/13/12/37;
Close Family Member shall mean and include the spouse and child below 18 years and any of the following persons
provided that they are fnancially dependent and/or acting in concert;
a) child above 18 years;
b) grandparents;
c) parents;
d) brothers;
e) sisters;
f) grandchildren; and
g) spouse of the persons referred to in (c),(d),(e) and (f) above ]
[Close Family Member already defned under (b) above]
[In terms of SEC Directive Ref: SEC/LEG/13/12/37;
Key Management Personnel means the persons having authority and responsibility for planning, directing and
controlling the activities of the entity, directly or indirectly, including any director (whether executive or otherwise) of
that entity]
(b) its directors who are holding ofce as directors of the entity and their close family members;
(c) Chief Executive Ofcer, his/her close family members;
(d) Key Management Personnel and their Close Family Members; and,
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[In terms of SEC Directive Ref: SEC/LEG/13/12/37 Party Acting in Concert;
Comprise persons who, pursuant to an agreement or understanding (whether formal or informal), co-operate
, through the acquisition by any of them of any interests in shares in a Entity, to obtain or consolidate control
of that Entity, or of any other Entity, or to frustrate the successful outcome of a takeover or merger ofer for an
Entity. Without prejudice to the general application of this defnition, the following individuals and Entities will be
presumed to be persons acting in concert with each other unless the contrary is established to the satisfaction of the
Commission:-
a) an Entity, its parent, subsidiaries and fellow subsidiaries, and their associated Entities, and Entities of
which such Entities are associated entities, all with each other;
b) an Entity with any of this directors (together with their close family members, related trusts as well as
Entities controlled by any of the directors, their close family members and related trusts);
c) an Entity with any of its pension funds and employee share schemes;
d) any person who has otherwise provided fnancial assistance to any of the aforesaid persons for the purchase
of any shares or interests in shares of an Entity, other than any registered Margin Provider or any other
fnancial institution regulated by the Central Bank of Sri Lanka who provides such assistance in the
ordinary course of business]
[Certain shares issued/transferred prior to a listing are required by the SEC to be placed in a Locked Account in
terms of the SEC Directive Ref: SEC/LEG/13/08/38. Details of the said Directive are setout in Section 10.9 of the
Prospectus]
(e) any party acting in concert with the parties set out in (a),(b),(c) and (d) above;
(f) shares that are in a locked account with the Central Depository Systems (CDS) due to a statutory or regulatory
requirement other than those which have been subject to a voluntary lock-in at the instance of the shareholder;
(g) shares that have been allotted to employees whereby the shares of a Listed Entity are, directly or indirectly controlled
by the management or the majority shareholder of the Entity;
(h) any Entity or an individual or individuals jointly or severally holding 5% or more of the shares of the Listed Entity if its
a DiriSavi Board Entity and 10% or more of the shares if the Listed Entity is a Main Board Entity except where such
shareholder is;
i. a statutory institution managing funds belonging to contributors or investors who are members of the public;
or
ii. an entity established as a unit trust or any other investment fund approved by the SEC
or
iii. not a related party declared in terms of the Sri Lanka Accounting Standards or a party acting in concert declared
in terms of the Takeover and Mergers Code (ToM Code)
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[Te defnition of Related Party in terms of LKAS 24 setout in the Code of Best Practices on Related Party
Transactions is as follows;
A related party is a person or entity that is related to the entity that is preparing its fnancial statements (in this
Standard referred to as the Reporting Entity);
(a) A person or close member of that persons family is related to a reporting entity if that person:
(i) has control or joint control over the reporting entity;
(ii) has signifcant infuence over the reporting entity; or
(iii) is a member of the key management personnel of the reporting entity or of a parent of the reporting entity.
(b) An entity is related to a reporting entity is any of the following conditions applies;
(i) Te entity and the reporting entity are members of the same group (which means that each parent, subsidiary
and fellow subsidiary is related to the others).
(ii) One entity is an associate or joint venture of the other entity (or an associate or joint venture of a member
of a group of which the other entity is a member).
(iii) Both entities are joint venture of the same third party.
(iv) One entity is a joint venture of a third entity and the other entity is an associate of the third entity.
(v) Te entity is a post-employment beneft plan for the beneft of employees of either the reporting entity or
an entity related to the reporting entity. If the reporting entity is itself such a plan, the sponsoring employers
are also related to the reporting entity;
(vi) Te entity is controlled or jointly controlled by a person identifed in (a).
(vii) A person identifed in (a)(i) has signifcant infuence over the entity or is a member of the key management
personnel of the entity (or of a parent of the entity).
7 For the purpose of this Code,
7.1 a person or an entity is a related party of the listed entity if that person or the entity was a related party of
the listed entity at any time within the previous 6 months from the date of the transaction;
7.2 a person or an entity is a related party of a listed entity at a particular time if the entity believes or has
reasonable grounds to believe that it is likely to become a related party of the listed entity at any time in the
subsequent 06 months from the date of the transaction.]
[Party Acting in Concert has already defned in (e) above]
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14.2 Annexure B Detailed Procedure for Application
Te Application process is set out under the following sub headings:
Eligible Applicants
Procedure for Applications
Payment Procedure Mode of Payment
Foreign Currency Remittances
Remittances by Foreign Nationals resident in Sri Lanka
Banking of Payments
Basis of Allotment of Shares
CDS Lodgments
Rejection of Applications
Refund Cheques/Return of Application monies
A.1 ELIGIBLE APPLICANTS
Applications are invited for the purchase of 133,333.500 Shares from the following categories of applicants having a Valid CDS
Account:
Citizens of Sri Lanka who are resident in or outside Sri Lanka and are above 18 years of age
Foreign Citizens above 18 years of age (irrespective of whether they are resident in Sri Lanka or overseas)
Companies, Corporations or Institutions incorporated or established within Sri Lanka
Corporate bodies incorporated or established outside Sri Lanka
Approved Provident Funds and Contributory Pension Schemes (in this case Applications should be in the
name(s) of the Trustee(s)/Board of Management in order to facilitate the opening of the CDS account)
Regional and country funds approved by the SEC
Applications will NOT be accepted from individuals less than 18 years of age or in the names of sole proprietorships,
partnerships, un-incorporated trusts and non corporate bodies.
A.2 PROCEDURE FOR APPLICATION

(a) Prospectus and Application Forms will be available free of charge from the Collection Points mentioned in
Annex C to the Prospectus.
(b) Applications should be made on the Application Forms issued with the Prospectus. (Exact size photocopies
of Application Forms too would be accepted). Applicants using photocopies are requested to inspect this
Prospectus which is available at the Collection Points mentioned in Annex C to the Prospectus.
Applicants should apply only through one investor category (including joint applicants) and would be permitted to
submit only one application form. Two or more applications submitted by the same applicant either under the same
category or diferent categories will be construed as multiple applications and will be rejected.
Te Company/Managers to the Issue reserve the right to reject multiple applications at their discretion.
An applicant of a joint application will not be eligible to apply through a separate Application Form either
individually or jointly. Such applicants are also deemed to have made multiple applications and will be rejected.
Care must be taken to follow the instructions given with the Application Form.
Applications which are incomplete in any way and/or not in accordance with the terms and conditions set out in this
Prospectus will be rejected at the absolute discretion of the Company/Managers to the Issue.
Applications which do not indicate the CDS account number or which is not opened at the time of the closure of the
subscription list or which indicate an incorrect CDS account number (Valid at the time of closing the Subscription List
on the day the issue is fully subscribed / on the day the issue is to close as set out in the Prospectus which ever happens
earlier) of the Applicant shall be rejected.
(c) Applications should be made for a minimum of One Tousand (1000) shares or Rupees Tree Tousand (Rs
3,000.00) or in multiples of One Hundred (100) thereof. Applications for less than One Tousand (1000) shares
or for a number which is not a multiple of One Hundred (100) shares will be rejected.
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(d) In the case of companies/incorporated bodies, the Application Form must be executed in accordance with the
Articles of Association/Incorporating Statute.
(e) In case of Applications made under Power of Attorney (POA) a copy of the said POA certifed by a Notary
Public to be a true copy of the original should be lodged with the Registrars to the Issue along with the
Application Form. Te original POA should not be attached.
(f) Applicants who wish to apply through their Margin Trading Account, should submit the Application in the
name of the Margin Provider/Applicants Name signed by the Margin Provider. Te Shares shall be uploaded
to the CDS Margin Trading Account, the relevant CDS Account Number relating to the Margin Trading
Account should be indicted in the space provided for in the Application Form.
A copy of the Margin Trading Agreement must be submitted along with the Application.
(g) In terms of Rule 3.1.5(b)(iii) of the Listing Rules of the CSE in order to receive preferential allotment of a
minimum of 10% of the Ofered Shares under the Unit Trust Investor Category in relation to the SEC Directive
dated 10th March 2011 (SEC/LEG/11/03/36), all Managing Companies of Unit Trusts licensed by the SEC and
their Trustees must ensure when subscribing for the Issue that such Unit Trusts are Growth or Balanced Unit
Trusts comprising of not less than 500 Unit Holders resident in Sri Lanka who together hold atleast 50% of the
Fund. For this purpose, a Unit Holder shall mean an individual who has made an investment in Units not
exceeding the value of Rs. 10 Million in such Unit Trust Fund.
Applications from Unit Trusts should have attached thereto a letter from a Trustee confrming that the said Unit
Trust conforms to the requirements of Rule 3.1.5(b)(iii)of the Listing Rules read together with the Circulars
referred to above.
(h) Applications from Unit Trusts should have attached thereto a letter from a Trustee confrming that the said Unit
Trust confrms to the requirements of Rule 3.1.5(b)(ii) of the Listing Rules.
(i) As per the Directive of the Securities and Exchange Commission made under Circular No.8/2010 on November
22, 2010, and the Circular No. 13/2010 issued by CDS on November 30, 2010, securities of new listings would
have to be in de-matting form (consequently no Share Certifcates shall be issued) with efect from January 01,
2011. As such, for successful applicants, the Ofered Shares allotted will only be directly uploaded to the
respective CDS account, given in the Application Form before the expiry of eighteen (18) Market Days from
the Closure Date of the Ofering as required by the CSE Listing Rules. Applicants are informed that a share
certifcate will not be issued for any share allotted on the issue, hence are strictly advised to state their CDS
account number in the Application Form to facilitate direct lodgment. If the CDS account number is not
indicated in the Application Form, or the number indicated in the Form is found to be inaccurate/incorrect,
or which is not opened at the time of closure of the subscription list the application will be rejected and no
allotments will be made.
Applicants who do not have CDS accounts, are advised to open a CDS account, before applying for Shares with
any Member/Trading Member of the CSE as set out in Annex C or any Custodian Bank as set out in Annex D.
In order to preserve the confdentiality of shareholder information and to ensure that securities are not made
available for trading for those shareholders who do not want to trade the securities, the CDS would provide a
mechanism where securities can be locked in the CDS account. Te applicants would have to fll in a separate
section in the IPO Application Form if they wish to lock their shares. Te CDS would then maintain two
balances for each CDS account, namely a trading balance and a locked balance. Te trading balance would
be visible to the CDS participant and all dealings and trading would be permitted on the said trading balance,
as done presently. Te locked balance will not be visible to the CDS participant and all dealings on such locked
balance would be suspended thereby maintaining the confdentiality of the information and also safeguarding
the account holder from an unauthorised sale by a broker. At the option and request of an account holder the
CDS would transfer a named quantity of shares from the locked balance to the trading balance of a CDS
account and/or from the trading balance to the locked balance. If the applicant has not specifed that his/her
shares need to be deposited to his/her locked balance, please note that the said shares would be deposited to
applicants trading balance.
A written confrmation, upon the completion of crediting the respective CDS account will be sent to the
shareholder within two (02) Market Days of crediting the CDS accounts by ordinary post to the address
provided by each shareholder in their respective Applications.
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(j) Applications made by individuals less than 18 years of age or those in the names of sole proprietorships,
partnerships, unincorporated trusts and non corporate bodies will be rejected.
(k) Te Application Forms properly flled in accordance with the instructions thereof, along with the applicable
remittance for full amount payable on application should be enclosed in an envelope marked on the top lef
hand corner in capital letters ADAM INVESTMENTS LIMITED INITIAL PUBLIC OFFERING and be
dispatched by post or courier or by hand to the Registrars to the Issue at the following address:
PW Corporate Secretarial (Pvt) Ltd
No. 3/17, Kynsey Road
Colombo 08
All Applications and other connected documents should reach the ofce of the Managers/Registrars to the
Issue by 4.30 p.m. on the date of closure of the Issue. Applications received by post up to 4.30 p.m. on the day
succeeding the closure of the Issue will also be accepted. Any applications received afer the above deadlines
shall be rejected even though the courier or postmark is dated prior to the closure date.
Applications delivered by hand afer the Issue is closed will be rejected.
14.2.1 Identifcation Information
All Applicants should provide in the application, their CDS account number in the appropriate cage provided.
A valid CDS account number must be stated in the Application Form, and any Application Form which does
not provide the appropriate identifcation information will be rejected. All information about the applicant
(such as Name. Address, Nationality, NIC or Passport number) will be downloaded from the CDS number
given in the application form. In the event of any discrepancy between the information in the CDS and in the
application, the information in the CDS shall take precedence.
If the CDS account number is not indicated in the Application Form, or the number indicated in the Form
is found to be inaccurate/incorrect, or the Account Number indicated is not opened at the time of Closing
the Issue such application will be rejected and no allotments will be made
A.3 PAYMENT PROCEDURE - MODE OF PAYMENT
Payment should be made separately in respect of each Application by way of a cheque or bank draf or an
unconditional bank guarantee from Licensed Commercial Banks for the full amount payable on application.
Cheques and Bank drafs should be made payable to Adam Investments Limited Initial Public Ofering and
crossed Account Payee Only
Although cheques may be drawn on any branch of a commercial bank operating in Sri Lanka, in the event that
cheques are not realised within three (03) Market Days from the day of presenting the same to the bank for
clearing, the Directors reserve the right to reject the Applications and refund such monies. Shares will not be
allotted in respect of such applications. Investors residing in outstation areas from which Cheque clearance
may take over two (02) Market Days are advised to make Payments via Bank Drafs to avoid any delays.
Cheques must be honoured on frst presentation to the Bank for the Application to be valid. Te Directors
reserve the rights to reject Applications which are not supported by Cheques that will not be honoured on the
frst presentation.
Each Application Form should be accompanied by only one cheque or bank draf or by bank guarantees issued
for the full amount indicated on the Application Form. An Application Form accompanied by two or more
cheques, bank drafs or (as applicable) bank guarantees may be rejected. However, in order to accommodate
applications of a value above Rs. 99,999,999/- (only); in view of the recent Central Bank direction/Sri Lanka
Inter Bank Payment System, applicants for shares of a value of above Rs. 99,999,999/- will be permitted to
submit multiple bank drafs (not cheques) or bank guarantees. Applicants are required to attach a list to the
application giving details of such payments as provided in the Application Form.
Cash will not be accepted.
Cheques or bank drafs accompanying Application Forms made for less than One Tousand (1000) shares or
for a number which is not in multiples of One Hundred (100)shares [as mentioned in Section A.2(c) will not
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be sent for clearing and shall be returned via ordinary post at the risk of the applicant, or in the case of joint
applicants, to the frst named applicant.

Applicants residing in areas from which cheque clearance may take over two (02) days could also make payment
via bank drafs to avoid any delays.
Remittances on Applications will be deposited in a separate bank account in the name of Adam Investments
Limited Initial Public Ofering. Cheques will not be banked until the Market Day afer the closure of the
subscription list.
A.4 FOREIGN CURRENCY REMITTANCES
Tis section is applicable to
Foreign citizens (irrespective of whether they are resident in Sri Lanka or overseas) who are above 18 years of
age.
Corporate bodies incorporated or established outside Sri Lanka
Regional or country funds approved by the SEC
Citizens of Sri Lanka who are above 18 years of age and resident overseas
Te abovementioned applicants should make their payments using one of the following methods (as applicable)
(a) A Foreign Investor may invest through a Securities Investment Account (SIA) maintained with any commercial
bank in Sri Lanka. Te procedure for arranging payments through a SIA is presented below.
- A Foreign Investor may use the services of a custodian bank as an intermediary when investing in the
Sri Lankan Securities market.
- Te intermediary may open a SIA on the investors behalf and if the investor so requires the intermediary
will also assist with the opening of a CDS Account for the investor.
- In respect to regional or country funds investing for the frst time in Sri Lanka the intermediary will
facilitate the approval process regulated by the SEC.
- Payment for shares should be made through a cheque or bank draf or an unconditional bank guarantee
against the funds in the SIA and made payable to Adam Investments Limited Initial Public
Ofering.
(b) A Foreign Investor may invest through inward remittances of foreign currency held in a Foreign Currency
Banking Unit (FCBU) account of the applicant maintained with any commercial bank in Sri Lanka.
- Te applicant should forward the Application Form supported by an unconditional bank guarantee
drawn on the applicants FCBU account pending allotment of shares.
- Upon allotment of shares, foreign currency to the extent of the Sri Lankan Rupee equivalent value of
shares allotted would be called on the bank guarantee drawn on the applicants FCBU account. Te
requisite funds would then be credited to a SIA opened in favour of the applicant via the aforementioned
FCBU account.
- Tis procedure would protect a prospective investor from any losses accruing due to fuctuating
exchange rates.
(c) In addition to (a) and (b) above, a foreign citizen resident in Sri Lanka under the Resident Guest Scheme may
invest through the Resident Guest Foreign Currency Account (RGFCA) maintained with any commercial
bank in Sri Lanka. An investor who wishes to avail him/herself of this facility should make the payment for
shares through a bank draf or an unconditional bank guarantee against the funds in the RGFCA and made
payable to Adam Investments Limited Initial Public Ofering.
(d) Nonresident Sri Lankans may make their investments through Rupee Accounts for Non Resident Sri Lankan
Investment (RANSI) maintained with a commercial bank in Sri Lanka.
- Sri Lankan citizens who have lef the country to take up employment, business or profession and
continue to reside abroad and those citizens of Sri Lanka who have made their permanent place of

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abode outside Sri Lanka are eligible to operate a RANSI with commercial banks.
- Remittances by non-resident Sri Lankans in connection with this share Application Form must be
made via bank drafs purchased out of funds in the RANSI. Tere are no exchange control restrictions
on remittance of funds that may be available in a RANSI.
- Where a RANSI holder is also the holder of a Non Resident Foreign Currency (NRFC) account,
movement of funds between a RANSI and a NRFC account holder is freely permitted, so long as the
account holder continues to reside abroad and does not cease to be a citizen of Sri Lanka. Terefore
funds in the NRFC account could be transferred to a RANSI through which investment in shares
could be made.
Cheques or bank drafs or bank guarantees from Licensed Commercial Banks should be endorsed by the issuing custodian
bank, to the efect that such payment has been made against funds available in the applicants SIA/FCBU account. Te
endorsement must be clearly indicated on the cheque or bank draf or bank guarantee. Alternatively a document detailing
the endorsement could be submitted along with the payment and Application.
Bank drafs or bank guarantees drawn on a RGFCA or bank drafs drawn on a RANSI account should also be endorsed in
line with the above.
Applications supported by foreign currency remittances should be made in conformity with requisite declarations
accompanied by the documentation stipulated by the Controller of Exchange.
A.5 REMITTANCES BY FOREIGN NATIONALS RESIDENT IN SRI LANKA
Foreign citizens resident in Sri Lanka who are also citizens of Sri Lanka may make payments through Sri Lanka Rupee
accounts. A certifed copy of the Sri Lankan citizenship certifcate shall be attached to the Application form.
Foreign citizens residing in Sri Lanka having valid residence visas should note that they may not make remittances
via cheque or bank drafs or bank guarantees drawn on Sri Lanka Rupee accounts held in Sri Lanka but may do
so via SIA/FCBU account/RGFCA (as applicable) as detailed in section A4. Applications made by foreign citizens
not in accordance with the foregoing shall be rejected.
A.6 BANKING OF PAYMENTS

All cheques or bank drafs or bank guarantees received in respect of Applications will not be banked or called on until
the Market Day afer the date of closure of the subscription list, in terms of the CSE Listing Rules.
A.7 BASIS OF ALLOTMENT OF SHARES
Te basis of allotment will be decided by the Board of Directors of the Company as soon as practicable so as to ensure
compliance with the Listing Rules. Tese allotments will be made in a fair manner. Upon the allocation being decided
an announcement will be made to the CSE.
A.8 SUCCESSFUL APPLICANTS AND CDS LODGEMENT
Te Ofered Shares allotted will be directly uploaded to the respective CDS account given in the Application Form
before the expiry of eighteen (18) Market Days from the Closure Date of the Ofering as required by the CSE Listing
Rules.
A written confrmation informing successful applicants on their allotment of shares will be dispatched not later than
ten (10) Market Days from the closure of the Issue.
Application Forms stating third party CDS accounts instead of their own CDS account numbers, except in the case of
margin trading accounts, will be rejected.

Please see A.2 (g) for further details.
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A.9 REJECTION OF APPLICATIONS
Application Forms, which are incomplete in any way and/or not in accordance with the terms and conditions specifed
in this Prospectus, will be rejected. If the CDS account number is not indicated in the Application Form or which
is not opened at the time of the closure of the subscription list or the number indicated in the Form is found to be
inaccurate/incorrect, the application will be rejected and no allotments will be made
A.10 REFUND CHEQUES / RETURN OF APPLICATION MONIES
Where an Application is accepted in part
(i) Where an application is accepted in part the balance of the monies received on Application will be refunded
by a cheque or by a direct transfer via the Sri Lanka Inter Bank Payment System (SLIPS) [as applicable].
Please refer paragraph (iii) for instructions on SLIPS transfers.
(ii) Refund payments due on applications will be made on or before the expiry of ten (10) Market Days from the
date of closure of the Issue (excluding the date of closure) as required by the CSE Listing Rules. Te company
will be liable to pay interest (Last quoted AWPLR published by the Central Bank of Sri Lanka plus 5% ), on
any refunds not made within this period.
Bank and Branch codes applicable to SLIP transfers can be found using the following web link
http://www.lankaclear.com through the quick links access.
(iii) If the applicant has provided accurate and complete details of the applicants bank account in the relevant
section of the Application Form for a direct transfer via SLIPS, the refund of payment will be made to the
bank account specifed by the applicant through the Sri Lanka Inter Bank Payment System (SLIPS) and a
payment advice shall be issued to the applicant. If the applicant has not provided details of the bank account
in the relevant section of the Application Form or has provided inaccurate or incomplete details of the bank
account, the refund payment will be made by a cheque. Please note that SLIPS Transfers are subject to a
maximum limit of Rs.5,000,000/- imposed by the Central Bank of Sri Lanka with efect from October 29,
2010 as per Operating Instruction Circular No.11/2010 dated October 25, 2010. Consequently even though
the Applicant has requested for SLIPS transfer for refund amounts ad submitted accurate and complete details
of the Bank Account in the Application Form, Refund Amounts exceeding Rs.5,000,000/- will be made by a
Cross Cheque in favour of the Applicant and sent by ordinary post at the risk of the Applicant. In the case of
a Joint Application, a Cross Cheque will be drawn in favour of the Applicant whose name appears frst in the
Application Form.
(iv) Where a refund is made by a cheque it will be by an Account Payee crossed cheque in favour of the applicant
and sent by post at the risk of the applicant. In the case of a Joint Application, a crossed cheque will be drawn
in favour of the applicant whose name appears frst in the Application Form.
(v) Requests for cancellation of crossing on the refund cheque in instances where the applicant does not maintain
a current account, should be addressed to the Registrars to the Issue in writing stating the cheque number and
the fact that the applicant does not maintain a current account. Te refund cheque and a clear photocopy of
the applicants NIC should accompany the letter.
(vi) In the event of a cheque delivered by hand by a third party to the Registrars to the Issue for cancellation of
crossing, a letter stating the NIC number of such third party authorised by the applicant should also be pre
sented with the cheque.
(vii) Cheques on which the crossings have been cancelled by the Registrars to the Issue should preferably be col
lected in person or by a third party authorised by the applicant. Where an applicant has requested the delivery
of a cheque on which the crossing has been cancelled via post, the cheque will be sent at the risk of the applicant.

Where an Application is rejected, cheque or bank draf or bank guarantee received in respect of the Application will be
returned via ordinary post at the risk of the applicant. Refund payments will be made within 10 market days from the
closure date (and excluding the date of closure).In the case of joint applicants, application monies will be returned to the
frst named applicant.
Where the Application Form is accepted and the cheque or bank draf or bank guarantee is not honoured at the frst
presentation, the application will also be rejected and the cheque or bank draf or bank guarantee will be returned via
ordinary post at the risk of the applicant. In the case of joint applicants, application monies will be returned to the frst
named applicant.
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14.3 Annexure C- Collection Points
Copies of the Prospectus and the Application Form can be obtained free of charge from the following collection points:
Managers and Financial Advisors to the Issue :
Registrars to the Issue: :
No. 42, Mohammed Macan Markar Mawatha,
Colombo 03
Tel: 011 2174174 Fax: 011 2174173
PW Corporate Secretarial (Private) Limited
3/17 Kynsey Road Colombo 08
Tel: 011 46040360-3 Fax: 011 4740588
14.3.1 Members of the CSE
Acuity Stockbrokers (Private) Limited
Level 6, Acuity House
53, Dharmapala Mawatha
Colombo 03
Tel: 011 2206206
Fax: 011 2206298-9
E-mail: sales@acuitystockbrokers.com
Asha Phillip Securities Limited
2nd Floor, Lakshman Building,
No.321, Galle Road,
Colombo 03

Tel: 011 2429100
Fax: 011 2429199
E-mail: apsl@ashaphillip.net
Asia Securities (Private) Limited
Level 21, West Tower
World Trade Centre
Colombo 01
Tel: 011 2423905, 011 5320000
Fax: 011 2336018
E-mail: enquiry@asiacapital.lk
Assetline Securities (Private) Limited
No.120, 120A,
Pannipitiya Road,
Battaramulla
Tel: 011 4700111, 011 2307366
Fax: 011 4700112, 011 2307365
E-mail: colombo.dpglobal@dpmcfs.com
Bartleet Religare Securities (Pvt) Ltd
Level G, Bartleet House
65, Braybrooke Place
Colombo 02
Tel: 011 5220200
Fax: 011 2434985
E-mail: info@bartleetstock.com
Capital Trust Securities (Pvt) Ltd
42, Sir Mohamed Macan Marker Mawatha
Colombo 03

Tel: 011 2174174
Fax: 011 2174173
E-mail: inquiries@capitaltrust.lk
Nation Lanka Equities (Private) Limited
44, Guildford Crescent
Colombo 07
Tel: 011 4889061-3/011 2684 483
Fax: 011 2688899
E-mail: info@nlequities.com
CT Smith Stockbrokers (Pvt) Ltd
4-14, Majestic City
10, Station Road
Colombo 04

Tel: 011 2552290-4
Fax: 011 2552289
E-mail: ctssales@sltnet.lk
If the CDS account number is not indicated in the Application Form, or the number indicated in the Form is found
to be inaccurate/incorrect, or the Account Number indicated is not opened at the time of Closing the Issue, such the
application will be rejected and no allotments will be made
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First Capital Equities (Pvt) Ltd
No.01, Level 2, Lake Crescent,
Colombo 02
Tel : 011 2145000
Fax : 011 2145050
E-mail : inquiries@frstcapital.lk
J B Securities (Private) Limited
150, St Joseph Street
Colombo 14
Tel: 011 2490900, 077 2490900
Fax: 011 2430070, 011 2446085
E-mail: jbs@jb.lk
John Keells Stock Brokers (Pvt) Ltd
186, Vauxhall Street,
Colombo 02.
Tel: 011 2342066/7
Fax: 011 23422068
E-mail: jkstock@keells.com
Lanka Securities (Private) Limited
228/2, Galle Road
Colombo 04
Tel:011 4706757, 011 2554942
Fax: 011 4706767
E-mail: lankasec@sltnet.lk
NDB Securities (Private) Limited
5th Floor, NDB Building
40, Navam Mawatha
Colombo 02
Tel: 011 2314170-8
Fax: 011 2314180
E-mail: mail@ndbs.lk
SC Securities (Private) Limited
2nd Floor,
55, D.R. Wijewardena Mawatha
Colombo 10

Tel: 011 4711000
Fax: 011 2394405
E-mail: ceo@sampathsecurities.lk
Somerville Stockbrokers (Private) Limited
137, Vauxhall Street
Colombo 02
Tel: 011 2329201-5, 011 2332827
Fax: 011 2338291
E-mail: ssb-web@sltnet.lk
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Capital Alliance Securities (Private) Limited
Level 5, Millennium House
46/58, Navam Mawatha
Colombo 02
Tel: 011 2317777
Fax: 011 2317788
E-mail: general@capitalalliance.lk
First Guardian Equities (Private) Limited
32nd Floor, East Tower
World Trade Centre
Colombo 01
Tel: 011 5884400
Fax: 011 5884401
E-mail: info@frstguardianequities.com
Candor Equities Ltd
Level 8, South Wing, Millennium House,
46/58 Nawam Mawatha,
Colombo 02.
Tel: 011 2359100
Fax: 011 2305522
E-mail: info.cel@candorh.com
IIFL Securities Ceylon (Private) Limited
27th Floor, East Tower
World Trade Centre
Colombo 01
Tel: 011 2333000
Fax: 011 2333383
E-mail: info.ceylon@iifcap.com
SMB Securities (Private) Limited
47, Dharmapala Mawatha
Colombo 03
Tel: 011 4388138
Fax: 011 2339292
E-mail: admin@smbsecurities.lk
Serendib Stock Brokers (Pvt) Ltd
No.156, 3rd Floor, Walukarama Road,
Colombo 03
Tel: 011 2565635
Fax: 011 2565604
E-mail: info@serendibsb.com
Taprobane Securities (Private) Limited
2nd Floor
10, Gothami Road
Colombo 08
Tel: 011 5328200
Fax: 011 5328277
E-mail: info@taprobane.lk
TKS Securities (Private) Limited
19-01, East Tower,
World Trade Centre,
Colombo 01
Tel: 011 7857799
Fax: 011 7857857
E-mail: info@tks.lk
Soflogic Stockbrokers (Pvt) Ltd
No.06, 37th Lane, Queens Road,
Colombo 03.
Tel: 011 7277000
Fax: 0117277099
E-mail: info@equity.soflogic.lk
Claridge Stockbrokers (Private) Limited
10, Gnanartha Pradeepa Mawatha,
Colombo 08
Tel: 011 2697974
Fax: 011 2689250
E-mail: csb@mackwoods.com
LOLC Securities Limited
Level 18, West Tower
World Trade Center
Colombo 01
Tel: 011 7880880
Fax: 011 2434771
Navara Securities (Private) Limited
2nd Floor, 45/2, Braybrook Street
Colombo 02
Tel: 011 2358700/20
Fax: 011 2358701
E-mail: info@nws.lk
Richard Pieris Securities (Private) Limited
No.55/20, Vauxhall Lane,
Colombo 02
Tel: 011 7448900
Fax: 011 2330711
E-mail: dlruk@rpsecurities.com
14.3.2 Trading Members
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14.3.3 Custodian Banks
Bank of Ceylon
Head Ofce,
11th Floor,
04, Bank of Ceylon Mawatha,
Colombo 01
Tel: 011 2317777, 011 2448348, 011 2338742/55,
011 2544333
Citi Bank, N A
65 C, Dharmapala Mawatha,
P.O. Box 888,
Colombo 07
Tel: 011 2447316/8, 011 2447318, 011 2449061,
011 2328526, 011 4794700
Deutsche Bank AG
P.O. Box 314,
No. 86, Galle Road,
Colombo 03
Tel: 011 2447062, 011 2438057
Te Hong Kong and Shanghai Banking Corporation
Limited
24, Sir Baron Jayathilake Mawatha,
Colombo 01
Tel: 011 2325435, 011 2446591, 011 2446303,
011 2346422
Standard Chartered Bank
37, York Street,
P. O. Box 112,
Colombo 01
Tel: 011 4794400, 011 2480000
State Bank of India
16, Sir Baron Jayathilake Mawatha,
Colombo 01
Tel: 011 2326133-5, 011 2439405-6, 011 2447166,
011 2472097
Banque Indosuez
C/O Hatton National Bank Limited,
Cinnamon Garden Branch,
251, Dharmapala Mawatha,
Colombo 07
Tel: 011 2686537, 011 2689176
Commercial Bank of Ceylon PLC
Commercial House,
21, Bristol Street,
P.O. Box 853,
Colombo 01
Tel: 011 2445010-15, 011 238193-5, 011 430420,
011 336700
Hatton National Bank PLC
HNB Towers,
479, T.B. Jayah Mawatha,
Tel: 011 2664664
Peoples Bank
Head Ofce, 5th Floor,
Sir Chittampalam A Gardiner Mawatha,
Colombo 02
Tel: 011 2781481, 011 237841-9, 011 2446316-15,
011 2430561
Sampath Bank PLC
110, Sir James Peiris Mawatha,
Colombo 02
Tel: 011 5331441
Seylan Bank PLC
Level 8, Ceylinco Seylan Towers,
90, Galle Road,
Colombo 03
Tel: 011 2456789, 011 4701812, 011 4701819,
011 4701829
Union Bank of Colombo Limited
15A, Alfred Place,
Colombo 03
Tel: 011 2370870
National Savings Bank
255, Galle Road,
Colombo 03
Tel: 011 2573008-15
Public Bank Berhad
No: 340, R A De Mel Mawatha,
Colombo 03
Tel: 011 2576289, 011 7290200-07
Nations Trust Bank PLC
256, Sri Ramanathan Mawatha,
Colombo 15
Tel: 011 4313131
Pan Asia Banking Corporation PLC
Head Ofce,
450, Galle Road,
Colombo 03
Tel: 011 2565565
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Branch Name Address Telephone Number
Head Ofce & Kollupitiya
(Ground Floor)
No.450, Galle Road, Colombo 3 011-2565565

Metro Branch
Level 2, East Tower, World Trade Center Echelon Square,
Colombo 1
011-4976777
Panchikawatta 262 & 266, Sri Sangaraja Mawatha, Colombo 10 011-4374011
Pettah 64, Keyzer Street, Colombo 11 011-4374022
Kandy 111, Kotugodella Veediya, Kandy 081-4976777
Rajagiriya 468, Kotte Road, Rajagiriya 011-4374033
Ratnapura 198, Main Street, Ratnapura 045-4976777
Nugegoda 132 C, High Level Road, Nugegoda 011-4374044
Bambalapitiya 329, Galle Road, Colombo 04 011-4374055
Wennappuwa 6, Chilaw Road, Wennappuwa 031-4934870
Wellawatte 135, Galle Road, Wellawatte 011-4374196
Gampola 73E, Nuwara-Eliya Road, Gampola 081-4944625
Borella 996A, Maradana Road, Colombo 8 011-4374207
Anuradhapura 49, Main Street, Anuradhapura 025-4976777
Kalutara 264, Main Street, Kalutara 034-4976777
Vavuniya 14, 2nd Cross Street, Vavuniya 024-4976777
Malabe 410/2, Athurugiriya Road, Malabe 011-4374218
Chilaw 15 & 17, Bazaar Street, Chilaw 032-4976777
Jafna 570, Hospital Road, Jafna 021-4976777
56. Nelliady 208A, Jafna Road, Nelliady 021-4923164
Kattankudy 365, New Kalmunai Road, Kattankudy 065-4926901
Kundasale 248, Digana Road, Kundasale 081-4951644
Monaragala 25, Bus Stand Road, Monaragala 055-4929312
Akkaraipattu
280, Kaiyoom Complex Building, Main Street,
Akkaraipattu
067-4924071
Chunnakam 92, Dr. Subramaniyam Road, Chunnakam 021-4923422
Balangoda 84, Barns Rathwatte Mawatha, Balangoda 045-4928310
Battaramulla 123 C, Pannipitiya Road, Battaramulla 011-4343260
Negombo 90, St. Josephs Street, Negombo 031-4976777
Gampaha 95, Colombo Road, Gampaha 033-4976777
Kurunegala 22, Suratissa Mawatha, Kurunegala 037-4976777
Matara 45B, Anagarika Dharmapala Mawatha, Matara 041-4976777
Dehiwala 104, Galle Road, Dehiwala 011-4374077
Kotahena 215A, George R De Silva Mawatha, Colombo 13 011-4374066
Wattala 134, Old Negombo Road, Wattala 011-4374088
Panadura 506, Galle Road, Panadura 038-4976777
Old Moor Street 314, Old Moor Street, Colombo 12 011-4374099
Embilipitiya 49, New Town, Embilipitiya 047-4976777
Matale 165, Trincomalee Street, Matale 066-4976777
Batticaloa 291, 293 & 295, Trincomalee Road, Batticaloa 065-4976777
Ambalangoda 103, Galle Road, Amabalangoda 091-4943166
Kalmunai 100 & 104, Batticaloa Road, Kalmunai 067-4976777
Kilinochchi 161, Kandy Road, Kilinochchi 021-4925952
Kandy City Centre
05A, Lower Ground Floor, Kandy City Centre, 5, Dalada
Veediya, Kandy
081-4951034
14.3.4 Bankers to the Issue
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Badulla 22A, Bank Road, Badulla 055-4967777
Kuliyapitiya 74/3, Kurunegala Road, Kuliyapitiya 037-4943733
Puttalam 116A, Kurunegala Road, Puttalam 032-4929663
Pilimathalawa 207, Colombo Rd, Pilimatahalawa 081-4951870
Ja- Ela 71A, Negombo Road, Ja Ela 011-4344149
Kekirawa 91 & 93, Main Street, Kekirawa 025-4928934
Talawathugoda 351/E, Pannipitiya Road, Talawathugoda 011-4344650
Minuwangoda 42, Veyangoda Road, Minuwangoda 011-4335770
Warakapola 139, Kandy Road, Warakapola 035-4928777
Galewela 201, Kurunegala Road, Galewela 066-4929970
Dam Street 22, Dam Street, Colombo 12 011-4374130
Katugastota 161, Madawala Road, Katugastota 081-4946135
Narahenpita 526, Elvitigala Mawatha, Colombo 05. 011-4374141
Maharagama 173/1, High Level Road, Maharagama 011-4374163
Kirulapone 100, High Level Road, Kirulapone, Colombo 6 011-4374152
Moratuwa 18, New Galle Road, Moratuwa 011-4374174
Galle 32, Old Matara Road, Galle 091-4976777
Kadawatha 138, Kandy Road, Kadawatha 011-4374185
Kegalle 72 & 74, Main Street, Kegalle 035-4976777
Kalubowila 46A, S D S Jayasinghe Mawatha, Kalubowila 011-4374254
Bandarawela 340/1A, Badulla Road, Bandarawela 057-4976777
Dambulla Jayalanka Building, Kandy Road, Dambulla 066-4928970
Ratmalana 446, Galle Road, Ratmalana 011-4374261
Peradeniya
767, 769 & 769/1/1 Sirimawo Bandaranayake Mawatha,
Kandy
081-4951180
Kaduruwela 918, Batticaloa Road, Kaduruwela 027-4976777
Ambalanthota 155/1, Tissa Road, Ambalanthota 047-4931850
Kiribathgoda 67, Makola Road, Kiribathgoda 011-4376061
Piliyandala 107, Horana Road, Mampe, Piliyandala 011-4376251
Akuressa 54, Matara Road, Akuressa 041-4935855
Trincomalee 459, Dockyard Road, Trincomalee 026-4925525
Tangalle 03, Annapitiya Road, Tangalle 047-4929626
Hatton 68, Co-operative Square Building, Hatton 051-4932040
Homagama 381, High Level Road, Homagama 011-4385740
Horana 95, Rathnapura Road, Horana 034-4941060

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