Transmission of Annual Report Year ended June 30 2025

AMTEX LIMITED

COMPANY PROFILE

Amtex Limited is amongst the largest vertically integrated Textile setups in Pakistan having production facilities in all sectors of Textile Industry from Spinning, Weaving, Processing, Printing, Finishing, Cut and Sewn processes and provides employment opportunities to large number of families. After establishing strong foothold in the Textile exports, Amtex successfully switched to Direct to Retail ("DTR") business model that has enabled it to focus on exporting high value added diversified Products directly to premier Retailers in the EU, USA and across the globe. Amtex holds an iconic textile position in the Global textile industry, being the "One Stop Shop" concept by offering largest variety and combination of products to its diversified customers.

With state of the art Textile manufacturing facility, internationally recognized R&D Department, Strong outsourcing capabilities, Professional management, International display centers and warehouses for facilitating procurement of orders and direct dealing with retailing giants, Amtex is marching towards becoming a leader. Amtex has shown huge promise in value added Home Textile sector, where it has become a leader in exporting high end quality Products. Amtex has maintained its focus and commitment in balancing, modernization and value addition activities, as core business philosophy. Amtex aims at developing synergies by keeping abreast with their strong vendor base and establishing partnerships with them so as to increase the Product portfolio as well as to have the flexibility to react to the dynamics of ever demanding growing parameters of market and global business.

Company Information

Board of Directors

Mr. Muhammad Ahsan Chairman

Mr. Khurram Iftikhar Chief Executive Officer Mr. Shahzad Iftikhar

Mr. Nadeem Iftikhar

Mr. Suhail Maqsood Ahmed Mr. Gul Muhammad Naz Mrs. Bushra Bibi

Chief Financial Officer

Mr. Waheed Aslam

Company Secretary

Mr. Muhammad Raza Farooq

Audit Committee

Mr. Suhail Maqsood Ahmed Chairman

Mr. Muhammad Ahsan Mr. Nadeem Iftikhar

Human Resource & Remuneration Committee

Mr. Suhail Maqsood Ahmed Chairman

Mr. Muhammad Ahsan

Shahzad Iftikhar

Auditors

Zahid Jamil & Co.

Chartered Accountants

Legal Advisor

Mr. Aamir Nawaz Bhatti

Advocate High Court

Share Registrar Office

Vision Consulting Limited

3-C, LDA Flats, Lawrance Road, Lahore

Registered Office

P-225 Tikka Gali # 2 Montgomery Bazar, Faisalabad

Projects Locations

Punj Pullian Daewoo Road Faisalabad Processing & Stitching Unit

Website

https://www.amtextile.com

VisionStatement

Our vision is to provide our custaollmtheersir required goods and services from one plat form.

Mission Statement

Our missionis to become the buyer's first choice all aroundanthdeot waocrhlideve this target we make sure that we stay true to the highest standards ofceuxscteolmleenrc'se saantdisfaction.

FINANCIAL HIGHLIGHTS

YEAR ENDED JUNE 30,

Restated

Rupees in million

YEAR ENDED JUNE 30,

Rupees in million

YEAR ENDED JUNE 30,

Restated

YEAR ENDED JUNE 30,

Notice of Annual General Meeting

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https://amtextile.com/investors/Annual-Report-2025.pdf

Notice of Annual General Meeting

Notice is hereby given that Annual General Meeting of the members of Amtex Limited (the Company) will be held on October 28, 2025 at 11:00 A.M. at Company's registered office P-225 Tikka Gali # 2 Montgomery Bazar Faisalabad to transact the following business:

ORDINARY BUSINESS

1. To confirm minutes of the Extraordinary General Meeting held on June 06, 2025.

2. To receive and adopt the Audited Accounts of the Company for the year ended June 30, 2025 together with Directors' and Auditors' reports thereon.

3. To approve re-appointment of M/s. Zahid Jamil & Company, Chartered Accountants, as external auditors of the Company for the year 2025-26 and fix their remuneration, as recommended by the Audit Committee and Board of Directors.

4. To transact any other business with the permission of the chair.

SPECIAL BUSINESS

To ratify and approve transactions entered into by the Company with related parties in its ordinary course of business by passing the following special resolution: -

"Resolved that the transactions entered into by the Company with related parties during the year ended June 30, 2025 as disclosed in relevant notes to the financial statements in which some or majority of the directors are interested are hereby ratified and confirmed".

"Further Resolved that the Company be and is hereby authorized to enter into and carry out transactions in its normal course of the business from time to time with related parties during the ensuing year ending June 30, 2026. The members have noted that for the aforesaid transactions some or a majority of the directors may be interested. Notwithstanding the interest of the directors, the members hereby grant an advance authorization to the Board Audit Committee and the Board of Directors of the Company to review and approve all related party transactions based on the recommendation of the Board Audit Committee".

"Further Resolved that the related party transactions as aforesaid for the period ended June 30, 2026 would subsequently be presented to the members at the next Annual General Meeting for ratification and confirmation.".

By Order of the Board

Faisalabad Muhammad Raza Farooq

October 07, 2025 Company Secretary

NOTES: -

1. The Share Transfer Books of the Company will remain closed from 20-10-2025 to 28-10-2025 (both days inclusive). Transfers received at Vision Consulting Ltd, 3-C Lawrance Road, LDA Flats Lahore at the close of the business on 19-10-2025 will be treated in time.

2. A member entitled to attend and vote at the Annual General Meeting is entitled to appoint another person as proxy to attend and vote instead of him. The proxy forms, in order to be effective, must be received at Company's registered office P-225, Tikka Gali # 2 Montgomery Bazar Faisalabad, not less than 48 hours before the meeting.

3. Members can avail video conference facility for attending the meeting at places other than the town in which general meeting is taking place. In this regard, please fill the enclosed consent for video conference facility and submit to registered address of the company, ten days (10) before holding of the general meeting. If Company receives consent from members holding in aggregate 10% or more shareholding residing at a geographical location, to participate in the meeting through video conference ten (10) days prior to the date of the meeting, Company will arrange a video conference facility in the city subject to availability of such facility in that city. The Company will intimate to members regarding venue of video conference facility at least five (5) days before the date of the meeting along with all the information necessary to enable them to access the facility.

4. Members are requested to notify immediately changes, if any, in their registered address.

5. CDC Account Holders will further have to follow the under mentioned guidelines as laid down by the Securities and Exchange Commission of Pakistan.

6. The shareholders who intends to receive the annual report including the notice of meeting through e-mail are requested to provide their written consent on the Standard Request Form provided in the annual report and also available on the Company's website.

7. The audited financial statements of the Company for the year ended 30 June 2025 have been made available on the Company's website (https://www.amtextile.com) in addition to annual and quarterly financial statements for the current and prior periods. Weblink for download annual report is https://amtextile.com/investors/Annual-Report-2025.pdf

8. As per section 72 of the Companies Act, 2017, every existing company shall be required to replace its physical shares with book-entry form in a manner as may be specified and from the date notified by the Commission, within a period not exceeding four years from the commence of this Act i.e., May 30, 2017. The Shareholders having physical shareholding may open CDC Sub-account with any of the broker or investor account directly with CDC to place their physical share into scripless form.

9. Members can exercise their right to vote by means of postal ballot i.e. by post or through electronic mode subject to the requirements of Section 143-145 of Companies Act 2017 and applicable clauses of Companies (Postal Ballot) Regulations 2018.

10. Details of the e-voting facility will be shared through an e-mail with those members who have their valid CNIC numbers, cell numbers and registered e-mail address available in the register of the members of the Company by the close of business on October 20, 2025. b) E-voting facility will be available to eligible members from October 24, 2025, 9:00 am and shall close on October 26, 2025 at 5:00 pm. c) Members can cast their votes at any time in this period. Once the vote on a resolution is cast by a member, he/she shall not be allowed to change it subsequently.

11. To attend the meeting virtually, a member is required to send an email to general.meetings@amtextile.com with email address, name, folio number, CNIC and number of shares held in his/her name with subject "Registration for AGM of AMTEX". A Video link to join the meeting will be shared with a member whose email, containing all the required particulars, are received not later than 48 hours before the time of meeting.

    For Attending the Meeting:

    1. In case of individuals, the account holder or sub-account holder and / or the person whose securities are in group account and their registration details are uploaded as per the Regulation, shall authenticate his identity by showing his original Computerized National Identity Card (CNIC) or original passport at the time of attending the Meeting.

    2. In case of corporate entity, the Board of Directors' resolution / power of attorney with specimen signature of the nominee shall be produced (unless it has been provided earlier) at the time of the Meeting.

For Appointing Proxies:

1. In case of individuals, the account holder or sub-account holder and / or the person whose securities are in group account and their registration details are uploaded as per the Regulations, shall submit the proxy form as per the above requirements.

2. The proxy form shall be witnessed by two persons whose names, addresses and CNIC numbers shall be mentioned on the form.

3. Attested copies of the CNIC or the passport of the beneficial owners and the proxy shall be furnished with the proxy form.

4. The proxy shall produce his original CNIC or original passport at the time of the Meeting. In case of corporate entity, the Board of Directors' resolution / power of attorney with specimen signature shall be submitted (unless it has been provided earlier) along with proxy form to the Company.

STATEMENT UNDER SECTION 134(3) OF THE COMPANIES ACT, 2017

Ratification & Approval of Related Party Transactions

During the year, there were transactions entered into by the Company with related parties. However, since some of Company's directors were directly or indirectly interested in these transactions due to their common directorship, the quorum of directors could not be formed for approval of these transactions. Accordingly, these transactions, as disclosed in the relevant notes to the financial statements, are being placed before the members for their approval/ratification by passing special resolutions as mentioned in the Notice of Annual General Meeting with or without modifications. All related party transactions are carried out at arm's length in accordance with the Company policies and comply with legal requirements and are reviewed periodically by the Board Audit Committee which is chaired by an independent director.

Further, it is expected that the Company may be conducting related party transactions in the normal course of business in the upcoming financial year as well, wherein, some of directors are expected to be interested in due to their relationships, common directorship in these related parties. The members are informed that it is not possible to make estimate of the quantum of related party transactions to be undertaken in the period ending June 30, 2026, which depends on case-to-case basis, however, the Company will present the actual figures for subsequent ratification and confirmation by the members, at the next annual general meeting. Based on the above, approval of the members is also sought to authorize the Company to enter into such transactions with related parties during the ensuing year ending June 30, 2026 and further grant power to the Board to periodically review and approve such transactions based on the recommendation of the Board Audit Committee by passing Special Resolutions as mentioned in the Notice of Annual General Meeting with or without modifications.

Review Report by the Chairman

The Board of Directors (the Board) of Amtex Limited has performed their duties diligently in upholding the best interest of shareholders of the Company and has managed the affairs of the company in an effective and efficient manner. The Board has exercised its powers and has performed its duties as stated in the Companies Act 2017 and the Listed Companies (Code of Corporate Governance) Regulations.

Pakistan's textile exports are showing signs of recovery in FY25, this uptick is being attributed to a more favorable global trade outlook, consistent energy availability, and anticipation of a potential US-Pakistan tariff deal that could revive competitiveness. Our Company's export shown slight decline during financial year 2025. With traditional destinations like the US, the European Union, and the UK facing economic headwinds and increasing compliance pressures, Pakistani exporters are actively turning to non-traditional markets. There is need to shift toward compliance-driven, digitally traceable, and sustainability-aligned products to gain market share in regions like East Asia and Oceania. Simultaneously, there's an emphasis on participation in international expos and building brand equity to elevate Pakistan's textile image globally.

The management is responsible for carrying out day to day business activities and transforming the Board's strategies in to actions. The Board has actively participated in strategic planning process, enterprise risk management system, policy development, and financial structure, monitoring and approval. All Directors including independent directors fully participated and contributed in the decision-making process of the Board. The Board also played an important role in overseeing the management's performance and focusing on major risk area. The Board is fully involved in all types of budgeting and strategic planning process. The company has an independent internal audit department and internal audit reports are presented before the audit committee on quarterly basis.

On behalf of the board, I would like to thank our management, staff and workers for their hard work. I would like to appreciate all our valued customers for their continued confidence in the company. Not to forget, all credit to the financial institutions for their cooperation and support.

Faisalabad October 07, 2025

Directors' Report

The Directors of your Company present before you the annual report with audited financial statements for the year ended June 30, 2025.

Operating & Financial Results

The financial results for the year under review with comparative figures of previous year are presented hereunder:

2025 2024

RUPEES RUPEES RESTATED

Revenue from contracts with customers 2,370,790,973 2,793,103,295 Cost of revenue 2,237,781,941 2,371,170,457 Gross Profit 133,009,032 421,932,838

During financial year ended June 30, 2025, company earned gross profit of Rupees 133.009 million on sales of Rupees 2,370.790 million as compared to Rupees 421.932 million gross profits on sales of Rupees 2,793.103 million for the previous financial year. During the FY 2025 Company incurred net loss after tax of Rupees 130.150 million as compared to net profit after tax of Rupees 179.028 million during the previous financial year. Despite political instability, poor economic conditions and significantly increasing cost of doing business Company has made export sale of rupees 2,370.790 million which is slightly below in FY 2024-25 as compared to previous year. However, due to

underutilization of capacities and aforementioned factors company incurred after tax loss of rupees

130.150 million.

Auditors' Observations

The auditors in audit report have provided observation regarding company's ability to continue as going concern due to accumulated losses and liquidity issue. Directors of the company explain that the management is making all efforts to continue operations and to run the entity as a going concern. Company's continuity of operations, consistent sales volume despite global recession, increased inflation and shortage of power supply clearly indicate that management's efforts and plans are effective and feasible.

Auditors also opined that certain banks did not confirm short- & long-term loan balances. In this regard we explain that most of banks, financial institutions confirmed their balances on our request despite litigation in process however few did not respond auditor's direct balance confirmations due to pending litigations. In audit report auditors also opined that company is in litigation with SNGPL and company has not recorded provision in financial statements on judgment / decree of honorable court of District Judge / Judge Gas Utility Court Faisalabad. Directors of your company explained that provision has not recorded in accounts as the Company preferred to file appeal before Honorable Lahore High Court, Lahore. Furthermore, legal counsel of the company also challenged / filed review petition before the concerned court against the judgment. As per opinion of Company's legal advisor the ultimate outcome will be in favor of the Company.

Moreover, the company is in process of selling certain properties, mortgaged with the banks, as debt restructuring / rescheduling plans with a bank and the entire such sale proceeds will be paid to relevant charge holder banks to reduce the debt burden and to settle the litigation with these banks. In view of steps mentioned above, the management is confident that it will be successful in its efforts and hence the company will be able to continue as a going concern.

The auditors in audit report have provided observation that markup expense has not been fully charged. In this regard it is explained that certain banks / financial institutions have filed suit against the company for recovery of their financing and mark up so the company has not provided any markup / cost of funds on the outstanding amount as stated in notes to the accounts. Based on the legal opinion, the company feels that, after institution of the suit, bank/financial institution is only entitled to cost of funds if so, awarded by the Court in case the suit is awarded against the company. The levy of cost of funds and the quantum thereof shall be contingent on passing of the decree and rate prescribed by the State Bank of Pakistan during the period of pendency of the claim and discharge of decree, if passed by the Court.

Market Review and Future Prospects

Year 2025 marked a significant rebound for Pakistan's textile exports which is a sign of recovery and an indicator of the sector's robustness and ability to overcome adversities. The path ahead, however, is fraught with challenges. The stringent economic reforms mandated by the International Monetary Fund (IMF), coupled with inflation and dwindling foreign exchange reserves, pose significant hurdles. These conditions have made the textile industry precarious, fighting for its economic viability.

To realize its full potential, Pakistan's textile sector requires a coordinated strategy involving the government and private sector. Firstly, implement reforms and support for climate-smart agriculture to improve cotton yield and quality, reducing reliance on imports. Provide incentives like tax breaks and low-interest loans for mills to upgrade to modern, energy-efficient, and renewable technologies, such as solar power. Establish clear national sustainability standards and a robust monitoring system to build credibility and meet international buyers' ethical and environmental demands. Support investments in research and development for technical textiles and synthetic fibers. Actively pursue new trade agreements and market access beyond traditional partners. The government must provide a consistent, favorable policy environment regarding energy tariffs, tax regimes, and trade facilitation to encourage long-term private investment.

Dividend

The tight cash flow position of the company does not permit dividend payout therefore the directors have not recommended any dividend for the year.

Auditors

The present auditor's M/s Zahid Jamil & Company, Chartered Accountants, retire and being eligible, offer themselves for re-appointment. The Board of Directors has been suggested by the audit committee, the re-appointment of M/s Zahid Jamil & Company, Chartered Accountants, as auditors for the financial year ending June 30, 2026.

Internal Financial Controls

An effective and sound internal control has been established and implemented throughout the year at all levels of the company by the Board of Directors. Internal control system is designed to achieve overall Company's objectives, reliable financial reporting and compliance with laws, regulations and policies.

Related Parties

All related party transactions during the financial year ended June 30, 2025 were reviewed by the Audit Committee and approved by the Board of Directors.

Pattern of Shareholding

The pattern of Shareholding along with categories of shareholders of the company as at June 30, 2025 is annexed with this report.

Corporate Governance

The Statement of Compliance with the best practices of Code of Corporate Governance is annexed.

Corporate and Financial Frame Work

In compliance of the Code of Corporate Governance, we give below statements on Corporate and Financial Reporting frame work:

1. The financial statements together with the notes thereon prepared by the management of the Company, present fairly its state of affairs, the results of its operations, cash flows and changes in equity.

2. Proper books of accounts of the Company have been maintained.

3. Appropriate accounting policies have been consistently applied in preparation of financial statements and accounting estimates are based upon reasonable and prudent judgment.

4. International Accounting / Financial Reporting Standards, as applicable in Pakistan, have been followed in preparation of financial statements and there is no any departure there from.

5. The system of internal control is sound in design and has been effectively implemented and monitored.

6. There has been no material departure from the best practices of Corporate Governance as detailed in the Listing Regulations of the stock exchange where the company is listed.

7. Going concern is explained separately.

8. Information about taxes and levies is given in the notes to the accounts.

9. Financial highlights of the last six years are annexed.

10. There are no statutory payments on account of taxes, duties, levies and charges that are outstanding as on June 30, 2025 except for those disclosed in financial statements.

Composition of Board

Total Number of Directors:

1. Male 6 (Six)

2. Female 1 (One)

Composition:

Meetings of the Board of Directors

During financial year 2024-25 attendance of directors in meetings of BOD is provided as under:

No trading in Company's shares was carried out by its Directors, CFO, and Company Secretary; Head of Internal Audit, other Executives and their spouse(s) and minor children during the year.

Directors Remuneration

The Board of Directors has devised a directive for determination of remuneration of executive and non-executive directors depending upon their responsibility in affairs of the Company. The remuneration is commensurate with their level of responsibility and expertise.

Non-executive directors including the independent director are entitled only for fee for attending the Board and its committees' meetings. Remuneration of executive and non-executive directors shall be approved by the Board, as recommended by the Human Resource and Remuneration Committee. For information on remuneration of Directors and CEO in 2024-25, please refer notes to the Financial Statements.

Audit Committee

The Audit Committee of the Company is in place and comprises of the following members as required under the Code of Corporate Governance:

Suhail Maqsood Ahmed Chairman (Independent Director)

Muhammad Ahsan Member (Non-Executive Director)

Nadeem Iftikhar Member (Non-Executive Director)

Meetings of Audit Committee were held during the year ended June 30, 2025 as required by the Code of Corporate Governance for review of quarterly accounts, annual accounts and other related matters. The meetings were also attended by the CFO, Head of Internal Audit and External Auditors as and when required.

Human Resource & Remuneration Committee

During the year one meeting of the Human Resource & Remuneration Committee was convened. The attendance record of each member is as follows:

Gender Pay Gap Statement

(As required under SECP Circular No. 10 of 2024)

The below gender pay gap of the company:

1. Mean Gender pay gap =Nil

2. Median Gender pay gap =Nil

3. Any Other Detail =Nil

   At present the proportion of women in the workforce is Nil, which is primarily attributable that cultural and social factors discourage female participation in male dominated workplaces.

   Acknowledgment

   The Directors of your company would like to place on record their deep appreciation for the support of the banks, financial institutions, regulators and shareholders and hope for the same support in future.

   The directors of your company also wish to place on record appreciation for the dedication, perseverance and diligence of the staff and workers of the company.

   Nadeem Iftikhar

   Suhail Maqsood Ahmed

   
   
   

   Faisalabad October 07, 2025

   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   

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   Statement of Compliance with Listed Companies (Code of Corporate Governance)

   Regulations,2019

   Name of Company Amtex Limited Year ending June 30, 2025

   The Company has complied with the requirements of the Regulations in the following manner:-

   1. The total number of directors are 7 as per the following,-

      1. Male:6

      2. Female:1

   2. The composition of the Board is as follows:

      Category	Number	Names
      Independent directors	2	Suhail Maqsood Ahmed Gul Muhammad Naz
      Non-executive directors	2	Nadeem Iftikhar Muhammad Ahsan
      Executive directors	2	Shahzad Iftikhar Khurram Iftikhar
      Female directors	1	Bushra Bibi

   3. The Directors have confirmed that none of them is serving as a director on more than seven listed companies, including this Company;

   4. The Company has prepared a code of conduct and has ensured that appropriate steps have been taken to disseminate it throughout the Company along with its supporting policies and procedures;

   5. The Board has developed a vision/mission statement, overall corporate strategy and significant policies of the Company. The Board has ensured that complete record of particulars of the significant policies along with their date of approval or updating is maintained by the Company;

   6. All the powers of the Board have been duly exercised and decisions on relevant mattershave been taken by the Board / shareholders as empowered by the relevant provisions of the Act and these Regulations;

   7. The meetings of the Board were presided over by the Chairman and, in his absence, by a director elected by the Board for this purpose. The Board has complied with the requirements of Act and the Regulations with respect to frequency, recording andcirculating minutes of meeting of the Board;

   8. The Board have a formal policy and transparent procedures for remuneration of directors in accordance with the Act and these Regulations;

   9. The Board did not participate in any orientation course / Director's training program.

   10. The Board has approved appointment of chief financial officer, Company secretary and head of internal audit, including their remuneration and terms and conditions of employment and complied with relevant requirements of the Regulations;

   11. Chief financial officer and chief executive officer duly endorsed the financial statements before approval of the Board;

   12. The Board has formed committees comprising of members given below:-

       1. Audit Committee

          Mr. Suhail Maqsood Ahmed Chairman

          Mr. Muhammad Ahsan Member

          Mrs. Nadeem Iftikhar Member

       2. HR and Remuneration Committee

       Mr. Suhail Maqsood Ahmed Chairman

       Mr. Muhammad Ahsan Member

       Mr. Shahzad Iftikhar Member

   13. The terms of reference of the aforesaid committees have been formed, documented and advised to the committees for compliance;

   14. The frequency of meetings (quarterly/half yearly/yearly) of the committee were as per following:

       1. Audit Committee = 5

       2. HR and Remuneration Committee = 1

   15. The Board has set up an effective internal audit function which is considered suitably qualified and experienced for the purpose and are conversant with the policies and procedures of the Company;

   16. The statutory auditors of the Company have confirmed that they have been given a satisfactory rating under the Quality Control Review program of the Institute of Chartered Accountants of Pakistan and registered with Audit Oversight Board of Pakistan, that they and all their partners are in compliance with International Federation of Accountants (IFAC) guidelines on code of ethics as adopted by the Institute of Chartered Accountants of Pakistan and that they and the partners of the firm involved in the audit are not a close relative (spouse, parent, dependent and non-dependent children) of the Chief Executive Officer, Chief Financial Officer, head of internal audit, Company secretary or director of the Company;

   17. The statutory auditors or the persons associated with them have not been appointed to provide other services except in accordance with the Act, these Regulations or any other regulatory requirement and the auditors have confirmed that they have observed IFAC guidelines in this regard;

   18. We confirm that all requirements of regulations 3,6,7,8,27,32,33 and 36 of the Regulations have been complied with except for the independent directors for which Board of Directors is of the view that considering the volume of the business, independent directors should not be more than two as Regulations. Hence, the fraction of independent directors has not been rounded up.

   19. Explanation for non-compliance with requirements, other than regulations 3,6,7,8,27, 32,33 and 36 are below:

Nadeem Iftikhar

On behalf of the Board

Suhail Maqsood Ahmed

Faisalabad October 07, 2025