CONTENTS PAGE NO.
COMPANY INFORMATION 2
VISION & MISSION 3
NOTICE OF MEETING 4-6
CHAIRPERSON’S REVIEW 7
DIRECTOR’S REPORT 8-24
STATEMENT OF COMPLIANCE 25-28
KEY OPERATING AND FINANCIAL DATA 29
INDEPENDENT AUDITOR’S REVIEW REPORT 30
INDEPENDENT AUDITOR’S REPORT 31-36
STATEMENT OF FINANCIAL POSITION 37
STATEMENT PROFIT OR LOSS 38
STATEMENT OF COMPREHENSIVE INCOME 39
STATEMENT OF CHANGES IN EQUITY 40
STATEMENT OF CASH FLOWS 41
NOTES TO THE FINANCIAL STATEMENTS 42-77
PATTERN OF SHAREHOLDINGS 78
CATEGORIES OF SHARE HOLDING 79
GENDER PAY GAP STATEMENT 80
PROXY FORMS 81-82
COMPANYINFORMATION
Board of Directors
Audit Committee
HR and Remuneration Committee
Nomination Committee
Risk Management Committee
Chief Financial Officer Company Secretary
Auditors
Mrs. Nazma Amer Mr. Aizad Amer
Khawaja Amer Khurshid Mr. Anns Amer
Mrs. Yusra Amer Syed Khalid Ali Mr. Umar Muneer
Mr. Umar Muneer Mrs. Yusra Amer Syed Khalid Ali
Syed Khalid Ali Mr. Umar Muneer Mr. Anns Amer
Mr. Umar Muneer Mrs. Yusra Amer Syed Khalid Ali
Mr. Anns Amer Mr. Umar Muneer Syed Khalid Ali
Mr. Muhammad Saqib Ehsan
Mr. Muzammal Jamil
Riaz Ahmad and Company Chartered Accountants
Chairperson
Chief Executive Officer Director
Director Director Director Director
Chairman Member Member
Chairman Member Member
Chairman Member Member
Chairman Member Member
FS Tower,Outside A-lFateh Garden,East Canal Road, Faisalabad
Bankers
Share Registrar
Registered Office& Mills
Bank Al Habib Limited Meezan Bank Limited Habib Bank Limited Bank Alfalah Limited National Bank of Pakistan Habib Metro Bank Limited
Corplink (Private) Limited
Wings Arcade, 1-K, Commercial, Model Town, Lahore
35 Kilometer, Sheikhupura Road, Faisalabad
VISION STATEMENT
To be a customer oriented C ompany having wide and diversified customer base with a team of professionals working together to add value to all the stakeholders and contributing to society to help build a strong and progressive Pakistan.
MISSION STATEMENT
The mission of AN Textile Mills Limited is, recognition of its project as the most modern units, and to produce fine quality of product with the understanding of customer behavior. Build the Company on sound financial footings, increase earnings for handsome distribution of dividend to its shareholders .
NOTICE OF ANNUAL GENERAL MEETING
Notice is hereby given that the 44thAnnual General Meeting of the members of AN Textile Mills Limited (“the Company”) will be held on Monday, October 27, 2025 at 11:00 A.M. at its registered office situated at 35 K.M. Sheikhupura Road, Faisalabad to transact the following business:
ORDINARY BUSINESS:
To confirm the minutes of last Annual General Meeting held on October 28, 2024.
To receive, consider and adopt the audited financial statements of the Company for the year ended June 30, 2025 together with the Chairperson’s review, Directors’ and Auditors’ reports thereon.
To appoint the auditors of the Company for the next financial year and to fix their remuneration. The retiring auditors M/s Riaz Ahmad and Company, Chartered Accountants, being eligible, have offered themselves for re-appointment.
To transact any other business that may be brought forward with the permission of the Chair.
By order of the Board
Dated: October 06, 2025 Muzammal Jamil
Faisalabad (Company Secretary)
NOTES:
CLOSURE OF SHARE TRANSFER BOOKS
The share transfer books of the Company shall remain close from October 20, 2025 to October 27, 2025 (both days inclusive). Transfers received at the Share Registrar Office M/s Corplink (Private) Limited, Wings Arcade, 1-K, Commercial, Model Town, Lahore by the close of business on October 18, 2025 will be considered in time.
PARTICIPATION IN ANNUAL GENERAL MEETING
A member entitled to attend and vote at the general meeting is entitled to appoint another member as proxy. The proxies in order to be effective must be received by the Company not less than 48 hours before the meeting.
CDC account holders will further have to follow the under mentioned guidelines:
FOR ATTENDING THE MEETING:
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 CDC Regulations, shall authenticate his identity by sharing scan copy his original CNIC or original passport at least 48 hours before the AGM.
A.
FOR APPOINTING PROXIES
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 CDC Regulations, shall submit the proxy form as per the requirements notified by the Company.
The proxy form shall be witnessed by two persons whose names, addresses and CNIC numbers shall be mentioned on the form.
Attested copies of CNIC or the passport, of the beneficial owners and the proxy shall be furnished with the proxy form.
In case of corporate entity, the Board of Directors’ resolution/power of attorney with specimen signature shall be submitted along with proxy form.
Form of proxy is annexed at the end of annual report as well as available at Company’s website i.e., https://www.antextile.com.pk
1.
CHANGE OF ADDRESSES
Shareholders are requested to notify the change in their addresses if any, immediately.
2.
COMPUTERISED NATIONAL IDENTITY CARD NUMBER / NATIONAL TAX NUMBER
In compliance with regulatory directives issued from time to time, members who have not yet provided their Computerized National Identity Card (CNIC) Numbers and/or National Tax Number (NTN), as the case may be, are requested to kindly provide copies of their valid CNIC and/or NTN certificates at the earliest.
3.
UNCLAIMED SHARES / DIVIDEND
Shareholders of the Company are hereby informed that as per the record, there are some unclaimed/uncollected/ unpaid dividends and shares. Shareholders who could not collect their dividends/shares are advised to contact our Shares Registrars to collect/enquire about their unclaimed dividend or shares, if any. In compliance with section 244 of the Companies Act, 2017, after having completed the stipulated procedure, of three years or more from the date due and payable, shall be deposited to the credit of Federal Government in case of unclaimed dividend and in case of share, shall be delivered to the Securities and Exchange Commission of Pakistan.
DIRECTORS’ REPORT TO THE SHARE HOLDERS
The Directors of the Company are pleased to present their 44thAnnual Report along with audited Financial Statements of the Company for the financial year ended June 30, 2025 along with Auditors’ Report thereon and other required information prescribed under the Code of Corporat Governance. The comparative financial results of the Company are reproduced hereunder:
FINANCIAL RESULTS:
REVENUE FROM CONTRACTS WITH
2025 2024
(RUPEES IN THOUSAND)
CUSTOMERS 4,492,440 3,460,089
COST OF SALES (4,440,080) (3,391,953)
GROSS PROFIT | 52,360 | 68,136 | |
DISTRIBUTION COST | (6,942) | (5,507) | |
ADMINISTRATIVE EXPENSES | (62,179) | (67,397) | |
OTHER EXPENSES | (18) | (21,415) | |
(69,139) | (94,319) | ||
(16,779) | (26,183) | ||
OTHER INCOME | 369 | 5,070 | |
LOSS FROM OPERATIONS | (16,410) | (21,113) | |
FINANCE COST | (49,582) | (50,178) | |
LOSS BEFORE LEVY AND TAXATION | (65,992) | (71,291) | |
LEVY | (56,155) | (43,251) | |
LOSS BEFORE TAXATION | (122,147) | (114,542) | |
TAXATION | 19,140 | 4,166 | |
LOSS AFTER TAXATION | (103,007) | (110,376) | |
LOSS PER SHARE - BASIC AND DILUTED (RUPEES) | (10.66) | (11.43) | |
REVIEW OF OPERATING RESULTS |
In the fiscal year under review, revenue grew by 29.84% from Rupees 3,460.089 million to 4,492.440 million while cost of sales increased by 30.90% from 3,391.953 million to 4,440.080 million. The Company earned gross profit of Rupees 52.360 million as compared to previous year’s gross profit of Rupees 68.136 million. Moreover, the Company faced loss after taxation o Rupees 103.007 million as compared to loss after taxation of Rupees 110.376 million in corresponding year.
In financial year 2024-25, the Pakistani textile sector particularly spinning continues to face acute stress. This sluggish trend is mainly due to the high cost of performing business compared to our neighboring countries, high energy costs, weaker demands and competitive imports, disproportionate selling prices of yarn, political instability and constant increase in minimum wages.
FUTURE OUTLOOK
The future outlook of Pakistan’s spinning industry appears cautiously optimistic, supported by gradual recovery in both domestic and global textile demand. The government’s focus on improving agricultural productivity, including initiatives for better cotton seed quality and pest management, is expected to enhance the availability and quality of raw cotton, reducing reliance on imports and stabilizing input costs.
However, the industry faces challenges such as high energy tariffs, outdated machinery, and stiff competition from regional players. Many spinning units are operating on thin margins due to fluctuating cotton prices and inconsistent policy support. To stay competitive, modernization through technological upgrades, energy-efficient machinery, and enhanced productivity will be crucial. Efforts to diversify yarn exports and explore value-added segments could also strengthen the sector’s long-term resilience.
Looking ahead, sustainability and innovation will play a defining role in the industry’s growth. Global buyers are increasingly prioritizing eco-friendly and traceable supply chains, pushing Pakistani spinners to adopt cleaner production methods and certification standards. If supported by stable government policies, energy reforms, and investment in modernization, Pakistan’s spinning industry can regain momentum, increase export as well as local earnings, and play a pivotal role in reviving the overall textile value chain.
The management remains cognizant of these challenges as it continues its efforts to regain its profitability by increasing its market efforts to increase in share of the market. We also remain focused on the challenge of reducing our operating costs and using our efficiencies to maximize our returns. Moreover, the Company will operate on its optimum capacity as it has support from interest free loans obtained from the directors of the Company and facility of borrowings from the banks to meet the liquidity requirements.
LOSS PER SHARE
The loss per share for the year ended June 30, 2025 is Rupees 10.66 as compared to loss per share of Rupees 11.43 for the last year ended on June 30, 2024.
DIVIDEND
Since the company has incurred loss, therefore, the directors have not recommended any dividend for the year.
OUTSTANDING STATUTORY PAYMENTS
All outstanding payments are nominal and of routine nature.
PATTERN OF SHAREHOLDING
00
Pattern of shareholding as on June 30, 2025 is annexed. No trade in the shares of the company was carried out during the year by its Directors, CEO, CFO and Company Secretary and their spouses and minor children except for the sales / purchase of shares as mentioned on page no. 79 of the financial statements.
RELATED PARTY TRANSACTIONS
All transactions with related parties are carried out at arm’s length. The prices are determined in accordance with comparable un-controlled price method. The Company has complied with best practices on transfer pricing as contained in listing regulations of the Stock Exchanges of Pakistan.
AUDITORS
The auditors M/s Riaz Ahmad & Company, Chartered Accountants retired and being eligible for re-appointment, the Board of Directors has been suggested by the Audit Committee, the re-appointment of M/s Riaz Ahmad & Company, Chartered Accountants, as auditors of your company for the next financial year.
RISK MANAGEMENT
Risk assessment is an on-going process that highlights numerous uncertainties that poses potential threats which may hinder the accomplishment of objectives of the Company. If these risks are not being addressed in timely manner, may culminate in loss. Such risks and uncertainties can arise both from external as well as internal factors within the Company. Various risks are being faced by the company and summarized as follow along with mitigating strategies.
STRATEGIC RISKS
The strategic risks such as critical availability of gas, electricity and alternate fuels for power generation, and changes in domestic competitive scenario are being continuously monitored. The Company’s expansion plans and growth targets are revisited with changing market situation. Changes in macro-economic indicators, inconsistent / arbitrary changes in Government Policies and significant increase in natural gas, electricity and other fuel prices making cost of production substantially higher are also being closely monitored & duly considered. Appropriate mitigation strategies are formulated to reduce the impact of these risks to an acceptable level.
OPERATIONAL RISKS
Business continuity and disaster recovery plans are in place to ensure that continuity in production and sales operations; in case of major failures and outages to ensure continuity, sustainability and avoid any disruption to the business. Raw material sourcing, adequate segregation of duties, self- sufficiency in power generation at our plants, efficient supply chain and logistic operations have enabled us to mitigate operational risk to an acceptable level.
FINANCIAL RISKS
One of the major financial risks is the fluctuation of the exchange rate and adverse movements can directly affect our raw material costs and also lead to a rise in manufacturing costs. The Company is aware of this situation and monitors such movements carefully to ensure minimum shocks. Strict financial discipline, cash flow management and investment of available funds in best possible avenues aid us in minimizing Financial Risks.
COMPLIANCE RISKS
Due to effective compliance with laws and regulations and transparent financial reporting framework, compliance risk posed to the Company remains low. The Board promotes risk management and compliance culture in the Company. Litigation risks involving significant cases against the Company are handled through reputable Law firms with specialized expertise wherever required.
HEALTH SAFETY AND ENVIORNMENT
Company believes in and are fully committed to improve Health, Safety and Environment standards to achieve sustainable performance. Your Company was quick to implement the Standards Operating Procedures (SOPs) to combat any climate change.
CORPORATE SOCIAL RESPONSIBILITY
The Company admits its Corporate Social Responsibility (CSR) towards the society and believes in supporting the community.
CORPORATE GOVERNANCE
11
The Board recognizes that well defined corporate governance processes are vital to enhancing accountability. We are committed to ensuring high standards of corporate governance to maintain stakeholder value. The Board has been diligent and has contributed effectively in guiding the Company in all its strategic affairs. The Company keep close co-ordination with the Securities and Exchange Commission of Pakistan and the Pakistan Stock Exchange and complies with the Code of Corporate Governance in the letter and spirit. The statement of compliance with best practices of Code of Corporate Governance is annexed.
CORPORATE AND FINANCIAL REPORTING FRAMEWORK:
In compliance to listing regulations of stock exchanges and as required under the Companies Act, 2017, your Directors are pleased to state as under:
The financial statements prepared by the Management of your Company present fairly its state of affairs, the results of its operations, cash flows and changes in equity.
Proper books of accounts of the Company have been maintained.
Appropriate accounting policies have been consistently applied in preparation of these financial statements and accounting estimates, which are based on reasonable and prudent judgment.
International Financial Reporting Standards and International Accounting Standards, as applicable in Pakistan, have been followed in preparation of financial statements. The system of internal control is sound in design and has been effectively implemented and monitored.
The system of internal control is sound in design and has been effectively implemented and monitored.
There is no doubt upon the Company’s ability to continue as a going concern.
There has been no material departure from the best practices of corporate governance, as detailed in the listing regulations.
Key operating financial data of last six years in summarized form is annexed.
The Company operates un-funded gratuity scheme for its employees as reflected in these financial statements.
COMPOSITION OF BOARD AND ITS COMMITTIES
The total number of Directors are seven as per the following:
Male: Five
Female: Two
The composition of the Board is as follows:
Independent Directors
Syed Khalid Ali Mr. Umar Muneer
Non-executive Directors
Khawaja Amer Khurshid
NO. OF BOARD AND OTHER COMMITTEES’ MEETINGS HELD:
Sr. # | Name | Board Of Directors Meeting | Audit Committee Meeting | HR & Remuneration Committee Meeting | Nomination Committee | Risk Management Committee | Sustainability Committee |
1 | Mrs. Nazma Amer | 4/4 | - | - | - | - | - |
2 | Mr. Aizad Amer | 4/4 | - | - | - | - | - |
3 | Khawaja Amer Khurshid | 4/4 | - | - | - | - | - |
4 | Mr. Anns Amer | 4/4 | - | 1/1 | - | 1/1 | - |
5 | Mrs. Yusra Amer | 4/4 | 4/4 | - | 1/1 | - | 1/1 |
6 | Syed Khalid Ali | 4/4 | 4/4 | 1/1 | 1/1 | 1/1 | 1/1 |
7 | Mr. Umar Muneer | 4/4 | 4/4 | 1/1 | 1/1 | 1/1 | 1/1 |
ACKNOWLEDGEMENT:
The Board places on record its appreciation for the cooperation, commitment and hard work extended t the Company by the customers, suppliers, bankers and all the employees of the Company.
On behalf of the Board
FAISALABAD. (Aizad Amer)
Dated: September 29, 2025 Chief Executive Officer
14
(Khawaja Amer Khurshid) Director
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24
Statement of Compliance with Listed Companies (Code of Corporate Governance) Regulations, 2019
Name of Company: AN Textile Mills Limited Year Ending: 30 June 2025
The Company has compiled with the requirements of the Regulations in the following manner:
The total number of Directors are seven as per the following:
Male: Five
Female: Two
The composition of the Board is as follows:
Independent Directors
Syed Khalid Ali Mr. Umar Muneer
Non-executive Director
Khawaja Amer Khurshid
Executive Directors
Mr. Aizad Amer Mr. Anns Amer
Female / Non-executive Directors
Mrs. Nazma Amer Mrs. Yusra Amer
* The fraction of independent directors is not rounded up as one because the fraction of 0.33 was less than 0.50.
The Directors have confirmed that none of them is serving as a director on more than seven listed companies, including this Company;
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;
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;
1.
2.
3.
4.
5.
6.
7.
All the powers of the Board have been duly exercised and decisions on relevant matters have been taken by the Board/ shareholders as empowered by the relevant provisions of the Act and these Regulations;
The meetings of the Board were presided over by the Chairperson and, in her 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 and circulating minutes of meeting of the Board;
The Board has a formal policy and transparent procedures for remuneration of directors in accordance with the Act and these Regulations;
Four directors, Mr. Aizad Amer, Mr. Anns Amer, Syed Khalid Ali and Mr. Umar Munir has already acquired the certification under Directors’ Training Program (DTP) whereas another director, Khawaja Amer Khurshid meets the exemption criteria of minimum of 14 years of education and 15 years of experience on the Boards of listed companies, hence exempt from DTP.
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;
Chief Financial Officer and Chief Executive Officer duly endorsed the financial statements before approval of the Board;
The Board has formed committees comprising of members given below:
Audit Committee
Mr. Umar Muneer (Chairman) Mrs. Yusra Amer (Member) Syed Khalid Ali (Member)
HR and Remuneration Committee
Syed Khalid Ali (Chairman) Mr. Umar Muneer (Member) Mr. Anns Amer (Member)
Nomination Committee
Mr. Umar Muneer (Chairman) Mrs. Yusra Amer (Member) Syed Khalid Ali (Member)
1.
2.
3.
4.
5.
6.
Risk Management Committee
Mr. Anns Amer (Chairman) Mr. Umar Muneer (Member) Syed Khalid Ali (Member)
Sustainability Committee
Mr. Umar Muneer (Chairman) Mrs. Yusra Amer (Member) Syed Khalid Ali (Member)
The terms of reference of the aforesaid committees have been formed, documented and advise to the committee for compliance;
The frequency of meetings of the committees were as follows-
Committee
Frequency
Audit committee
Quarterly
HR and remuneration committee
Yearly
Nomination committee
Yearly
Risk Management committee
Yearly
Sustainability committee
Yearly
The Board has set up an effective internal audit function by appointing Head of Internal Audit who is considered suitably qualified and experienced for the purpose andis conversant with the policies and procedures of the Company;
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 partner are in compliance with International Federation of Accountants (IFAC) guidelines on code o ethics as adopted by the Institute of Chartered Accountants of Pakistan and that they and th partners of the firm involved in the audit are not a close relative (spouse, parent, dependent an non-dependent children) of the Chief Executive Officer, Chief Financial Officer, Head of Internal Audit, Company Secretary or Director of the Company;
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 regulator requirement and the auditors have confirmed that they have observed IFAC guidelines in thi regard;
We confirm that all requirements of regulations 3, 6, 7, 8, 27, 32, 33 and 36 of the Regulations have been complied with; and
1.
Explanation for non-compliance with requirements, other than regulations 3, 6, 7, 8, 27, 32, 33 and 36 are below:
2.
Sr. No. | Requirement | Explanation for Non-compliance | Reg. No. |
1 | Directors’ Training Program: It is encouraged that by 30 June, 2022 all the directors on the board to acquire the prescribed certification under any Director Training Program (DTP) offered by institutions. | The Board will arrange DTP for its remaining two directors in the next financial year. | 19(1)(iii) |
2 | Training of Head of Department: Companies are encouraged to arrange training for at least one head of department every year under DTP from July 2022. | The Company will organize the training of its one head of department each year from next financial year. | 19(3)(ii) |
For and on behalf of the Board of Directors
NAZMA AMER AIZAD AMER
Chairperson Chief Executive Officer
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