SHL.N0000 · Colombo Stock Exchange · Diri Savi Board · Published 17 Aug 2026

Company study · Capital structure & regulatory record

The warrant, the watch list,
and the Rs 10.50 line

Softlogic Holdings PLC has spent 33 months on the CSE watch list, received four separate deferments of a trading suspension, and pushed the exercise date of a Rs 1.28 bn warrant conversion back four times. This is what the public disclosures show — and what they do not.

Last close Rs 10.40 (13 Aug 2026) Exercise price Rs 10.50 Net liability per share Rs (51.46) Public float 11.22%

01 — Snapshot

Nine numbers that frame everything else

All figures from the unaudited interim statements for the three months to 30 June 2026, authorised by the Board on 14 August 2026, unless noted.

Total equity, Group

−47.62bn

Liabilities exceed assets. Rs 209.57 bn assets against Rs 257.20 bn liabilities.

Equity attributable to parent

−71.79bn

Accumulated losses of Rs 95.47 bn sit behind it.

Net liability per share

Rs (51.46)

Note 7.2 of the June-quarter interim.

Working capital deficit

−56.34bn

Current assets Rs 69.03 bn vs current liabilities Rs 125.37 bn.

The warrant cash call

Rs 1.28bn

121,628,862 warrants at Rs 10.50 = Rs 1,277,103,051.

Share of that cash from major shareholders

99.79%

Rs 1,274.51 mn of Rs 1,277.10 mn. Everyone else: Rs 2.59 mn.

FY26 finance expense

Rs 13.59bn

The entire warrant raise covers about 34 days of it.

Months on the watch list

Since 28 Nov 2023. Rule trigger for suspension is 15 months.

Sessions closing at or above Rs 10.50

15.5%

70 of 453 sessions since the rights shares listed — all 70 in 2026.

Read this before anything else

This is not a rights issue happening now. It is the exercise of warrants issued in September 2024 as an attachment to a rights issue that has already closed. The money is not coming from the retail public: 99.79% of the warrants are held by the two major shareholders. The question this page examines is therefore not "who is being asked to pay" — it is why a fixed-price option granted to insiders has been extended four times at no cost, while the company's suspension from trading has been deferred four times.

02 — Price and volume against the strike

Everything turns on one number: Rs 10.50

The warrants convert at a fixed Rs 10.50. Below that price nobody rationally pays; above it the Rs 1.28 bn arrives. Here is where the share price has actually sat relative to that line, with every dated corporate and regulatory event overlaid.

SHL.N0000 daily close and traded volume, April 2024 – 13 August 2026

Hover the chart for daily values. Numbered markers are dated announcements — hover to read them.

Daily close (Rs) Rs 10.50 exercise price Daily volume (shares) Warrant / capital event Regulatory event

What the data shows: the share price closed below Rs 10.50 on every single trading day from the rights listing in September 2024 until January 2026. It then rose from an all-time low of Rs 5.40 on 19 January 2026 to Rs 17.70 on 19 April 2026 — a gain of 228% — before round-tripping to Rs 8.60 by late July and closing at Rs 10.40 on 13 August 2026. What the data cannot show: who traded, or why. Exchange-level data carries no counterparty identity. No inference about any person is drawn here.

Traded volume against the entire public float

Public float = 11.22% of 1,395,257,979 shares = 156.5 mn shares

In January–April 2026 the stock traded 179% of its entire public float in four months, against 34% for the whole of 2025. On 9 March 2026 alone, 30.07 mn shares changed hands — 19% of the float in one session.

SHL against the broad market, Jan–Aug 2026

Indexed to 100 at mid-January 2026

The ASPI set an all-time high of 23,708.70 on 14 January 2026 and has traded lower since, at roughly 21,650 on 17 August 2026. SHL's move over the same window was therefore not a market-beta move — it ran while the index fell.

03 — Who writes the cheque

Of every Rs 1,000 of warrant money, Rs 998 comes from two shareholders

The warrants were issued three-for-five on rights shares subscribed. Because the two major shareholders took up almost the entire rights issue, they received almost the entire warrant allocation. The Company disclosed the split itself.

121,628,862 warrants — one square per 121,629 warrants

Source: CSE announcement, Conversion of Warrants, paragraphs 9 and 10

Major shareholders hold 121,381,795 warrants (99.79%) and would contribute Rs 1,274,508,847.50. All remaining warrant holders together hold 247,067 warrants and would contribute Rs 2,594,203.50 — the two purple squares. Mr A. K. Pathirage's own disclosure of 6 September 2024 records 73,968,879 warrants in his name, a cash obligation of Rs 776.67 mn at Rs 10.50.

Why this matters for the September vote

Issuing shares at Rs 10.50 into a company carrying a net liability of Rs 51.46 per share is accretive to every existing shareholder. On the June-quarter balance sheet the parent deficit moves from Rs (71.79) bn over 1,395.3 mn shares to roughly Rs (70.52) bn over 1,516.9 mn shares — net liability per share improves from Rs (51.46) to about Rs (46.49). Blocking the extension removes Rs 1.28 bn from a balance sheet that needs it and leaves the deficit untouched. The leverage available to minority holders is in the conditions attached to approval, not in refusal.

04 — Ownership

An 11.22% float carrying a Rs 209 bn balance sheet

The Company complies with the minimum public holding requirement under Listing Rule 7.13.1(i)(b) — 7.5% and 200 holders — with 11.22% across 10,766 shareholders. Float-adjusted market capitalisation is Rs 1,831.61 mn.

Shareholding structure at 30 June 2026

Area proportional to holding. Source: Note 5 of the June-quarter interim.

The 2024 circular disclosed the float would fall further if the rights issue was undersubscribed — it was, by Rs 954 mn — and stated plainly that the Company was unable to provide an action plan to increase the public float. The float has since gone from 13.09% (March 2024) to 11.22%. Full conversion of the warrants would dilute it further, to roughly 10.3%.

05 — The two clocks

Two deadlines, eight postponements, no completed vote

Two separate timetables run in parallel: the date on which warrant holders must pay, and the date on which the shares stop trading. Both have been moved repeatedly. Neither has ever arrived.

Clock 1 — the warrant exercise date has moved four times

Each bar shows where the deadline stood, and when it was moved

The circular of 10 July 2024 set the payment deadline at 31 December 2024. It is now 7 October 2026 — 645 days later. Both the November 2024 and the August 2025 extensions were announced "subject to obtaining the approval of the shareholders / warrant holders". As at the 17 August 2026 announcement, that approval had still not been obtained: notices go out on 25 August 2026 for meetings on 21 September 2026 — three days after the 18 September 2026 date those meetings are being convened to replace.

Clock 2 — the trading suspension has been deferred four times

Rule 7.5(d)(ii)(A)(5): suspension follows 15 months on the watch list; 12 months of suspension triggers delisting under Rule 11.3(a)

Four consecutive audit reports — FY2022, FY2023, FY2024 and FY2025 — carried an emphasis of matter on going concern; the FY2022 and FY2023 reports also carried a qualified audit opinion. The 15-month rule first bit on 3 March 2025. The suspension now stands deferred to 30 June 2027 — a cumulative 28 months beyond the rule's own trigger date.

The link between the two clocks

A warrant over a suspended share is worth nothing, because the share cannot be sold. The suspension deferment granted on 14 August 2026 is therefore a precondition for the conversion announced on 17 August 2026. The sequence in the record runs regulatory relief first, capital-raising timetable second — not the other way round.

06 — The economics of the extension

The exercise price never moved. On the Company's own formula, it should have.

The circular set out exactly how Rs 10.50 was arrived at: the Rs 10.00 rights price plus a holding-period cost of 10% annualised. It also stated that no adjustment to the exercise price was needed because conversion fell "within a short span" of issue. That span has since become 25 months.

What the Company's own pricing method implies today

Rights price Rs 10.00, holding cost 10% annualised — applied over the actual elapsed period

From the rights subscription date of 4 September 2024 to the current payment date of 7 October 2026 is 763 days (2.09 years). Applying the Company's stated 10% annualised holding cost over that period gives Rs 12.09, against the fixed Rs 10.50 — a gap of Rs 1.59 per warrant, or Rs 193.4 mn across 121,628,862 warrants, of which 99.79% sits with the major shareholders.

Derivation — clearly labelled

The Rs 12.09 figure and the Rs 193.4 mn gap are InwestOut calculations, not Company figures. They apply the Company's own stated pricing method (rights price plus 10% annualised holding cost, Circular to Shareholders §3.1.1) over the actual elapsed period rather than the six months originally implied. Simple interest is used; compounding gives Rs 12.19 and a gap of Rs 205.4 mn. This is presented as an opportunity-cost measure of what the extensions were worth to warrant holders. It is not an allegation, and the Company was under no disclosed obligation to re-strike.

07 — Scale

Rs 1.28 bn against a Rs 47.6 bn hole

The second capital tranche is real money. Set against the balance sheet it is meant to repair, it is small — and the first tranche went entirely to lenders, not to the business.

The warrant proceeds in proportion

All comparators from the June-quarter interim and FY26 twelve-month column

Rs 1,277 mn equals 2.7% of the Group equity deficit, 33% of one quarter's finance expense, and roughly 34 days of FY26 group interest cost. Note 10 of the interim records that the earlier Rs 2,027.15 mn rights proceeds were 100% applied to settling external debt — bank debt, securitisation loans and commercial papers. The stated objective of the warrant proceeds, per the circular, is the same.

Equity attributable to parent shareholders

Rs bn, FY2019 – Q1 FY2027

Shareholders' funds turned negative in FY2021 and have deepened every year since. The Rs 3.3 bn of equity raised across both 2024 tranches sits against a deficit that widened by Rs 12.3 bn in the same period.

Where the profit actually lands

Result attributable to parent vs non-controlling interests, Rs bn

In FY2026 the Group's profitable subsidiaries — principally life insurance and healthcare, which SHL owns 69% and 55% of — delivered Rs 5.07 bn to minority shareholders while parent shareholders absorbed a Rs 8.79 bn loss. The good businesses are only partly owned; the debt sits at the top.

The other side of the ledger — stated fairly

The operating businesses are improving, and the record shows it. In the June 2026 quarter, results from operating activities rose 107% to Rs 4.19 bn, EBITDA rose 73% to Rs 5.16 bn, revenue rose 14% to Rs 34.07 bn, and net cash from operations was positive Rs 3.62 bn. FY2026 delivered a positive profit before tax of Rs 514.7 mn against a Rs 4.89 bn loss before tax the year before. The problem visible in these disclosures is not the trading businesses. It is the capital structure sitting above them, and Rs 95.47 bn of accumulated losses.

08 — Rule and record

What the rules provide, and what the file shows

A question worth asking directly: has the regulatory framework worked here? The honest answer is that the framework's own escalation ladder has been paused four times, and the public record does not disclose why. That is a disclosure gap, not proof of a failure.

Rule 7.5(d)(ii)(A)(5) and Rule 11.3(a) against the disclosed record
What the rule provides	What the record shows	What is not on the public record	Status
Securities move to the watch list within five market days of audited accounts carrying a going-concern emphasis of matter.	Done, four times: 28 Nov 2023, 25 Apr 2024, 16 Dec 2024, 16 Dec 2025.	Nothing. This step was applied on time each year.	Applied
The entity must state remedial actions and complete them within 12 months of watch-list transfer.	Remedial actions stated Dec 2023 and repeated since. The Company's own 6 Aug 2026 disclosure flags a timeline deviation on the equity-raising action.	No published assessment by the CSE or SEC of whether the remedial actions were achieved, partially achieved, or abandoned.	Deviation disclosed
If the matters are unresolved 15 months after watch-list transfer, trading shall be suspended.	Trigger date 3 Mar 2025. Suspension deferred on 19 Feb 2025, 21 Nov 2025, 24 Dec 2025 and 14 Aug 2026 — now to 30 Jun 2027, a cumulative 28 months past trigger.	The SEC's reasons for each deferment, the conditions attached, and the criteria applied are not published in any of the four announcements.	Deferred ×4
Suspension lasting more than 12 months triggers delisting by the CSE Board under Rule 11.3(a).	Never reached, because suspension has never commenced.	Whether the delisting clock is intended to be reachable where deferments are granted serially.	Not engaged
Listing Rule 5.10 governs warrants attached to a rights issue; the CSE granted approval in principle on 10 Jul 2024 and gave concurrence to the first variation on 12 Nov 2024.	Exercise date varied twice more by announcement. Shareholder and warrant-holder approval for the variation announced 4 Aug 2025 is scheduled for 21 Sep 2026.	Whether the required approvals for the earlier variations were obtained, and on what basis the warrants were treated as subsisting in the interim.	Open
Minimum public holding: 7.5% and 200 holders under Rule 7.13.1(i)(b).	Complied — 11.22% across 10,766 holders.	The 2024 circular stated the Company could not provide a plan to increase the float. No subsequent plan has been disclosed.	Complied

The fair reading

Deferment is a power the SEC holds, and there are respectable reasons to use it: suspending a stock destroys the exit route for the very minority holders the rule exists to protect, and it would have made this equity injection impossible. A regulator weighing a Rs 1.28 bn recapitalisation against an immediate halt could reasonably choose the former. The criticism that the record actually supports is narrower and harder to answer: none of that reasoning has been published. Four deferments have been announced in four short letters, each stating the outcome and none stating the grounds, the conditions, or what happens if the fifth request arrives in June 2027. Investors are being asked to price a regulatory decision they cannot see the basis of.

09 — Open questions

What a shareholder can reasonably ask on 21 September

These are questions the public record does not answer. They are framed for the two extraordinary general meetings and, where relevant, for the Exchange.

Can the Company set out the full approval chain that kept the warrants alive from 9 December 2024 to today?Specifically: was any shareholder or warrant-holder resolution passed for the variation from 31 December 2024 to 29 August 2025, and for the variation from 29 August 2025 to 18 September 2026?
On what basis can a meeting held on 21 September 2026 vary a conversion date of 18 September 2026?The 17 August 2026 announcement attributes the 13-market-day gap to the Company's own delay in obtaining approvals.
Was re-striking the exercise price considered?The circular priced Rs 10.50 as the rights price plus 10% annualised for a short holding period. Applying the same method over the actual period gives roughly Rs 12.09.
Will the major shareholders exercise in full, in cash, and not by set-off?The Company was owed Rs 19.32 bn from related parties and had given Rs 37.68 bn of guarantees to subsidiaries at 30 June 2026.
What happens to the timetable if the price is below Rs 10.50 on 7 October 2026?Is a fifth extension contemplated, and would the Board commit not to seek one?
Objective-level disclosure of the warrant proceeds, in the Note 10 format already used for the rights issue.Which lenders, what amounts, on what dates.
What is the plan if the FY2026 audit again carries a going-concern emphasis of matter?That would be a fifth consecutive year, and the current deferment expires 30 June 2027.
Will the SEC publish the grounds and any conditions attached to the four deferments?No reasons appear in any of the four announcements made to the market.
When will the FY2026 fair valuation of subsidiaries be completed?Note 3 states it is still in progress and that unquoted holdings were last valued at 31 March 2025. Company-level equity of Rs 63.26 bn rests entirely on investments in subsidiaries carried at Rs 109,997,148 thousand.
The Board met twice during FY2024/25.Is that cadence appropriate for a group in negative equity of this scale? Source: attendance table, Corporate Governance section of the Annual Report.

10 — Source ledger

Every figure on this page, and where it comes from

InwestOut publishes no figure it cannot point at. Facts are separated from derivations below. Figures marked derived are InwestOut calculations from disclosed inputs and are identified as such wherever they appear.

Figure	Source document	Location
Total equity Rs (47,624,716) k; parent Rs (71,794,069) k; NCI Rs 24,169,353 k	Interim financial statements, 3 months to 30 June 2026 (authorised 14 Aug 2026)	Consolidated statement of financial position
Net liability per share Rs (51.46); market cap Rs 16,324.52 mn; Q1 volume 109,899,758 shares	Same interim	Notes 7.1–7.3
Public holding 11.22%; 10,766 holders; float-adjusted market cap Rs 1,831.61 mn; top-20 register	Same interim	Note 5.1, 5.3
Shares in issue 1,395,257,979; stated capital Rs 14,146,383 k	Same interim	Note 6
Rights proceeds Rs 2,027.15 mn, 100% applied to external debt	Same interim	Note 10
Related-party receivable Rs 19.32 bn; guarantees to subsidiaries Rs 37,676,856 k	Same interim	Company balance sheet; Note 12.1
Subsidiary fair values for FY2026 not yet measured; unquoted valued at 31 Mar 2025	Same interim	Note 3
Rights issue 298,135,802 shares at Rs 10.00; warrants 3-for-5 at Rs 10.50; pricing = rights price + 10% annualised; "short span" no-adjustment clause; float 13.09%; no plan to increase float; Company external debt Rs 25,185,949,686 at 31 Mar 2024	Circular to Shareholders, 10 July 2024	§§1.1, 2.4, 3.1.1, 3.2, 4.1–4.6, 6.7, 11.1
Rights subscribed 202,714,770 shares (67.99%); warrants issued 121,628,862; 121,381,795 (99.79%) to major shareholders; total warrant cash Rs 1,277,103,051 of which Rs 1,274,508,847.50 from majors and Rs 2,594,203.50 from others; first variation sought from CSE 12 Nov 2024	CSE announcement — Conversion of Warrants into Shares	Paragraphs 6–12 and timetable
Rights shares listed 24 Sep 2024; Rs 2,027,147,700 raised against Rs 2,981,358,020 estimated	CSE Notification on the Listing of Shares, 24 Sep 2024	Items 1–3
Mr A. K. Pathirage: 123,281,466 shares at Rs 10.00 and 73,968,879 warrants, disclosed 06.09.2024	Disclosure of dealings in relevant interest in shares	Transaction table
Second variation, 29 Aug 2025 – 18 Sep 2026, at request of major shareholders, subject to approval	CSE announcement 4 Aug 2025; repeated in interim to 30 June 2025	Note 11, events after reporting period
Revised conversion date 7 Oct 2026; EGMs 21 Sep 2026; notices 25 Aug 2026; new shares trade 26 Oct 2026	CSE announcement — Conversion of Warrants into Shares, 17 Aug 2026	Items 1–2
Suspension deferments: 19 Feb 2025 (to 31 Aug 2025), 21 Nov 2025 (to 31 Dec 2025), 24 Dec 2025 (to 31 Aug 2026), 14 Aug 2026 (to 30 Jun 2027)	Four CSE announcements, Deferment of Suspension of Trading of Securities	Body text of each
Watch-list dates; 15-month suspension rule; 12-month delisting rule; remedial actions; timeline deviation on the equity raise	Rule 7.5(d)(ii)(A)(5) disclosures, 1 Dec 2023 and 6 Aug 2026	Items 1–5 of each
Shareholders' funds FY2019–FY2025; borrowings Rs 113,369 mn; current ratio 0.40; Board met twice; warrants "scheduled for September 2026" to raise Rs 1.28 bn	Annual Report 2024/25 (published 8 Dec 2025)	Financial Highlights; Chairman's message; attendance table
Daily close, volume, turnover and trade counts, Apr 2024 – 13 Aug 2026	CSE market data, SHL.N0000	Daily trade summary
ASPI record 23,708.70 on 14 Jan 2026; index level c. 21,650 on 17 Aug 2026	Press report of CSE index levels; CSE website live index	—
derived Rs 12.09 implied exercise price; Rs 1.59 per warrant; Rs 193.4 mn aggregate; 34 days of interest; 2.7% of equity deficit; net liability per share improving to Rs (46.49); float turnover ratios; 15.5% of sessions above strike	InwestOut calculations from the inputs above	Method stated at each use

DYOR 🔍

This page examines public disclosures. It makes no claim about the intentions of any person or institution, and no inference about any individual is drawn from trading data, which carries no counterparty identity. Where the record is silent the silence is identified as an open question rather than filled in. Facts are separated from derivations throughout, and every derivation states its method.

If you believe any figure on this page is wrong, write to us with the document and the page reference and we will correct it publicly, with attribution to you. Error correction is part of the method, not an exception to it.

InwestOut Research · inwestout.com · Educational content only · Not investment advice · No price targets · Compiled 17 August 2026