Annual Report of the Board of Directors

Preamble

The Board of Directors of Commercial Bank of Ceylon PLC (the Bank) is pleased to present the Bank’s 57th Annual Report, comprising the Integrated Report, the Audited Financial Statements of the Group and the Bank for the financial year ended December 31, 2025, together with the Independent Auditor’s Report on the Financial Statements. This Report has been prepared in compliance with all applicable statutory and regulatory requirements.

To enhance accessibility and stakeholder engagement, the Report is made available in multiple digital formats via the Bank’s official website, including an interactive, screen-reader-friendly HTML version supported by an AI-powered assistant (Chatbot), an interactive PDF, and a mobile-optimised edition.

Integrated reporting and strategic focus

The Bank continues to adopt an integrated reporting approach aligned with the Guiding Principles and the Content Elements of the IFRS Foundation’s International <IR> Framework. The Integrated Annual Report explains how sustainable value is created across multiple capitals through the Bank’s robust business model Our business model, and outlines key risks and opportunities in the operating environment and the Bank’s strategic responses.

Through the annual strategic planning cycle, the Bank has refined its Sustainability Framework, articulated its strategic imperatives and deployed strategies to manage risks and capture emerging opportunities. Further details in this regard are provided in the chapters on our Business Model for Sustainable Value Creation, Strategic priorities and value creation and Embedding sustainability into operations on Our business model for sustainable value creation

Independent assurance on the Bank’s Audited Financial Statements, Directors’ Statement on Internal Control over Financial Reporting and Risk Management, Selected GRI Indicators and Integrated Reporting was provided by Messrs KPMG, and independent assurance on the Bank’s Sustainability-related Financial Disclosures was provided by Messrs EY, in compliance with globally accepted standards. Their assurance reports can be found on the pages indicated in Figure 01 below.

Board’s responsibility

The Board of Directors assumes full responsibility for the preparation and fair presentation of the Group’s and the Bank’s Financial Statements in accordance with Sections 150, 151, 152 and 153 (1) and (2) of the Companies Act No. 07 of 2007 and amendments thereto (the Companies Act) and the Sri Lanka Accounting Standards as mandated by the Sri Lanka Accounting and Auditing Standards Act No. 15 of 1995 and amendments thereto. Further, the Board of Directors wishes to confirm that the Financial Statements, namely, the Income Statement, Statement of Profit or Loss and Other Comprehensive Income, Statement of Financial Position, Statement of Changes in Equity, Statement of Cash Flows and accompanying Material Accounting Policies and Notes thereto, have been prepared to present a true and fair view of the financial position and performance of the Group and the Bank. Detailed disclosures as required by the above statutes are given on Income Statement

This Report also incorporates disclosures required under the Companies Act, the Banking Act No. 30 of 1988 and amendments thereto (the Banking Act) and related Directions, the Listing Rules of the Colombo Stock Exchange (the CSE), and the Code of Best Practice on Corporate Governance 2023 issued by The Institute of Chartered Accountants of Sri Lanka (CA Sri Lanka). The Bank also complies with the requirements of the Banking Act Directions No. 05 of 2024 on Corporate Governance for Licensed Banks and amendments thereto, issued by the Central Bank of Sri Lanka (the CBSL) which became effective from January 01, 2025. Furthermore, in line with Rule 9.14.8 (4) of the Listing Rules of the CSE, the Board of Directors confirms that all applicable requirements relating to Related Party Transactions have been fully complied with during the reporting period.

The Financial Statements for the year ended December 31, 2025 including comparatives for 2024 were reviewed, approved and authorised for issue by the Board as per a resolution passed on February 26, 2026. Copies of the Annual Report will be submitted to the CSE and the Sri Lanka Accounting and Auditing Standards Monitoring Board (SLAASMB), and digital versions will be made available on the Bank’s official website.

The Independent Auditors, Messrs KPMG, reappointed at the 56th Annual General Meeting (AGM) held on March 28, 2025, have issued an unmodified audit opinion Financial statements highlights – Bank and confirmed their independence and absence of any direct or indirect interest in contracts with the Bank, its subsidiaries or its associate beyond their role as auditors. Disclosure of Auditor’s remuneration is made in Note 21 to the Financial Statements on Notes to the Financial Statements (21)

To the best of its knowledge, the Board acknowledges that all statutory payments due to the Government, regulatory authorities and employees have been duly made on time. Based on a review of the Bank’s and the Group’s financial position and business plans, the Board is satisfied that the Group possesses adequate resources to meet its obligations and continue operations for the foreseeable future. Accordingly, the Financial Statements of the Group and the Bank have been prepared on a going concern basis.

As reported last year, in line with evolving reporting expectations, the Bank has progressed work to implement sustainability-related financial disclosures aligned to SLFRS Sustainability Disclosure Standards (SLFRS S1 and SLFRS S2), commencing from this year ( SLFRS Sustainability Related Financial Disclosures ).

Compliance with statutory requirements and codes on governance

The Bank’s compliance with Section 168 of the Companies Act and other relevant legislation is detailed in the Statement of Compliance Statement of compliance of this Report. A comprehensive disclosure of compliance with key regulatory and governance requirements is presented in the following sections of the Annual Report:

Compliance with statutory requirements and codes on governance Table – 01

Key focus area	Requirement category	Primary authority	Legislative reference	Page
Governance and controls:
Ensuring strong governance and internal controls to protect depositors and financial stability.	Governance & Oversight	CBSL	Banking Act Directions No. 05 of 2024 and amendments thereto on Corporate Governance for Licensed Banks	Annex 1: Compliance with Corporate Governance Directions, Rules and Codes
		CSE	Listing Rules: Section 9	Annex 1.3: Compliance with Section 9 of the Listing Rules issued by the Colombo Stock Exchange
Market transparency:
Providing fair, timely, and equal access to market-sensitive information.	Market Discipline	CSE	Listing Rules: Section 7.6	Annex 1.3: Compliance with Section 9 of the Listing Rules issued by the Colombo Stock Exchange
Financial soundness:
Ensuring robust capital, asset quality, leading to financial stability	Statutory Reporting	CBSL	Disclosure requirements in the Annual Financial Statements	Annex 1.4: Disclosure Requirements in Annual Financial Statements as required by the CBSL
Environmental, Social, and Governance future readiness:
Reporting material Sustainability-related risks and opportunities	Sustainability Disclosures	CA Sri Lanka	SLFRS S1 & S2 Standards	SLFRS Sustainability Related Financial Disclosures
Ethical stewardship:
Upholding high ethical standards and Board accountability beyond legal requirements.	Best Practice Standards	CA Sri Lanka	The Code of Best Practice on Corporate Governance 2023	Annex 1.2: Compliance with Code of Best Practice on Corporate Governance

Fifty-seventh (57th) Annual General Meeting

The Fifty-seventh AGM of the Bank will be held on March 31, 2026, at 2.30 p.m. at the Galadari Hotel, Grand Ballroom, No. 64, Lotus Road, Colombo 01. Shareholders are invited to attend the AGM. Further details are set out in the Notice of Meeting Notice of Meeting – 57th Annual General Meeting, issued in accordance with a resolution adopted by the Board of Directors.

Board’s confirmation

The Board of Directors confirms that this Integrated Report and the Financial Statements have been prepared with due care and accurately present the Group’s affairs, and, in accordance with Section 168(1)(k) of the Companies Act, acknowledges the contents of this Annual Report.

Signed in accordance with a resolution of the Board of Directors.