CHASHMA SUGAR MILLS LIMITED
Page CONTENTS
Company Profile
Governance
Company Information
Management Committees
Vision and Mission Statement
Code of Conduct
Stakeholders' Information
10 Ten Years' Review
11 Six Year's Performance at a Glance
12 Notice of Annual General Meeting
22 Chairperson's Review Report (English / Urdu)
22 Directors' Report to the Shareholders (In English / Urdu)
Shareholders' Information
Pattern of Shareholding
Financial Statements
Independent Auditor's Review Report on Statement of Compliance Contained in the Listed Companies (Code of Corporate Governance) Regulations
Statements of Compliance with the Code of Corporate Governance
43 Auditors' Report to the Members
Statement of Financial Position
Statement of Profit or Loss
Statement of Other Comprehensive Income
Statement of Changes in Equity
Statement of Cash Flows
Notes to the Financial Statements
118 Consolidated Financial Statements
Proxy Form
CHASHMA SUGAR MILLS LIMITED
Company ProfileChashma Sugar Mills Limited (the Company) was in corporated on May 05, 1988 as a Public Company and its shares are quoted on Pakistan Stock Exchange Limited (PSX). The Company is principally engaged in manufacturing and sale of white sugar and ethanol including the following:
The exclusive object for which the Company was established is to set up and operate an industrial undertaking at Dera Ismail Khan in the Khyber Pakhtoon Khawa province to manufacture, produce, process Compound, prepare and sell sugar and other allied compounds, intermediates and by products thereto.
To appoint agents, sub-agents, attorneys, consultants, brokers, and contractors and connection with the exclusive object but not to act as managing agents.
To receive money on loan and borrow or raise money in such manner as the Company shall think fit in pursuance of the exclusive object, and particular by the issue of debentures, or debenture stock (perpetual or otherwise) and to secure the repayment of any money borrowed raised or owing by mortgage, charge or lien upon all or any of the property or assets of the Company (both present and future), and also by a similar mortgage charge or lien to secure and guarantee the performance by the Company or any other person or Company of any obligation undertaken by the Company or any other person or Company as the case may be , but not act as a finance or banking Company.
To purchase and import equipment, machinery, spare parts, or other articles and chemicals of use required by the Company for the purpose of carrying on the exclusive object and to export the products of the Company.
To employ and remunerate managers and other officers, employees and servants of the Company or any person or firm or Company rendering services to the Company upon such terms as the Company may determine.
To accept or give security, including but not limited to promissory notes, indemnity bonds, guarantees, assignments, receipts, bailments pledges, hypothecations, liens, mortgages and charges, against the credit extended or moneys borrowed in connection with the exclusive object of the Company.
To open, close and operate banking accounts of the Company with any bank or banks financial institutions or co-operative societies and to draw, make, accept, endorse, discount, execute and issue promissory notes bills of exchange, bill of lading, warrants, debentures and other negotiable or transferable instruments, but not act as a finance or banking Company.
Any other business as mentioned in the Memorandum of Association.
CHASHMA SUGAR MILLS LIMITED
COMPANY INFORMATION
Board of Directors
Begum Laila Sarfaraz Chief Executive
Abbas Sarfaraz Khan Chairman
Ms. Zarmine Sarfaraz Director Mr. Iskander Mohammad Khan Director Mr. Rizwan Ullah Khan Director
Ms. Samia Liaqat Ali Khan Independent Director
Mr. Feisal Kamal Khan Independent Director
Company Secretary
Mr. Mujahid Bashir
Chief Financial Officer
Mr. Saqib Khan
Head of Internal Audit
Mr. Zaheer Mir
Auditors
M/s. Shinewing Hameed Chaudhri & CO Chartered Accountants
Tax Consultants
M/s. Shinewing Hameed Chaudhri & CO Chartered Accountants
Legal Advisor
Mr. Tariq Mehmood Khokhar
Barrister -at-Law, Advocate
Shares Registrar
M/S. Hameed Majeed Associates (Pvt) Limited.
H. M. House, 7-Bank Square, Lahore.
Bankers
Bank Al-Habib Limited Habib Bank Limited
The Bank of Khyber National Bank of Pakistan
MCB Bank Limited Soneri Bank Limited
The Bank of Punjab Askari Bank Limited
Bank Al-Falah Limited United Bank Limited Dubai Islamic Bank (Pakistan) Limited Meezan Bank Limited
Al-Baraka Bank (Pakistan) Limited Habib Metropolitan Bank Limited Allied Bank Limited Samba Bank Limited
CHASHMA SUGAR MILLS LIMITED
Management CommitteesExecutive Committee
Mr. Abbas Sarfaraz Khan Chairman (Executive Director)
Mr. Iskander Mohammad Khan Member (Non-Executive Director)
Mr. Feisal Kemal Khan Member (Independent Director)
Executive Committee is involved in day-to-day operations of the Company and is authorized to conduct every business except the businesses to be carried out by Board of Directors as required by section 183 of the Companies Act, 2017. Executive Committee meets periodically to review operating performance of the Company against pre-defined objectives, commercial business decisions, investments and funding requirements.
Audit Committee
Ms. Samia Liaquat Ali Khan Chairperson (Independent Director)
Mr. Iskander M. Khan Member (Non-Executive Director)
Mr. Zarmine Sarfaraz Member (Non-Executive Director)
Mr. Mujahid Bashir Secretary
The terms of reference of the Audit Committee have been derived from the Code of Corporate Governance applicable to listed companies. Thereby Audit Committee shall, among other things, be responsible for recommending to the Board of Directors the appointment of external auditors by the Company's shareholders and shall consider any questions of resignation or removal of external auditors, audit fees and provision by external auditors of any service to the Company in addition to audit of its financial statements. In the absence of strong grounds to proceed otherwise, the Board of Directors shall act in accordance with the recommendations of the Audit Committee in all these matters.
The terms of reference of the Audit Committee also include the following:
determination of appropriate measures to safeguard the Company's assets;
review of annual and interim financial statements of the Company, prior to their approval by the Board of Directors, focusing on:
major judgmental areas;
significant adjustments resulting from the audit;
going-concern assumption;
any changes in accounting policies and practices;
compliance with applicable accounting standards;
compliance with these regulations and other statutory and regulatory requirements; and
all related party transactions.
review of preliminary announcements of results prior to external communication and publication;
facilitating the external audit and discussion with external auditors of major observations arising from interim and final audits and any matter that the auditors may wish to highlight (in the absence of management, where necessary);
review of management letter issued by external auditors and management's response
thereto;
ensuring coordination between the internal and external auditors of the Company;
review of the scope and extent of internal audit, audit plan, reporting framework and procedures and ensuring that the internal audit function has adequate resources and is appropriately placed within the Company;
consideration of major findings of internal investigations of activities characterized by
fraud, corruption and abuse of power and management's response thereto;
ascertaining that the internal control system including financial and operational controls, accounting systems for timely and appropriate recording of purchases and sales, receipts and payments, assets and liabilities and the reporting structure are adequate and effective;
review of the Company's statement on internal control systems prior to endorsement by
the board of directors and internal audit reports;
instituting special projects, value for money studies or other investigations on any matter specified by the board of directors, in consultation with the chief executive officer and to consider remittance of any matter to the external auditors or to any other external body;
determination of compliance with relevant statutory requirements;
monitoring compliance with these regulations and identification of significant violations thereof;
review of arrangement for staff and management to report to audit committee in confidence, concerns, if any about actual or potential improprieties in financial and other matters and recommend instituting remedial and mitigating measures;
recommend to the board of directors the appointment of external auditors, their removal, audit fees, the provision of any service permissible to be rendered to the company by the external auditors in addition to audit of its financial statements. The board of directors shall give due consideration to the recommendations of the audit committee and where it acts otherwise it shall record the reasons thereof.
Consideration of any other issue or matter as may be assigned by the Board of Directors.
Human Resource and Remuneration Committee
Ms. Samia Liaquat Ali Khan Chairperson (Independent Director)
Ms. Zarmine Sarfaraz Member (Non-Executive Director)
Mr. Iskander M. Khan Member (Non-Executive Director)
Mr. Mujahid Bashir Secretary
The Committee is responsible for:
recommend to the board for consideration and approval a policy framework for determining remuneration of directors (both executive and non-executive directors and members of senior management). The definition of senior management will be determined by the board which shall normally include the first layer of management below the chief executive officer level;
undertaking annually a formal process of evaluation of performance of the board as a whole and its committees either directly or by engaging external independent consultant and if so appointed, a statement to that effect shall be made in the directors' report disclosing name, qualification and major terms of appointment;
recommending human resource management policies to the board;
recommending to the board the selection, evaluation, development, compensation (including retirement benefits) of chief operating officer, chief financial officer, company secretary and head of internal audit;
consideration and approval on recommendations of chief executive officer on such matters for key management positions who report directly to chief executive officer or chief operating officer; and
where human resource and remuneration consultants are appointed, their credentials shall be known by the committee and a statement shall be made by them as to whether they have any other connection with the Company.
CHASHMA SUGAR MILLS LIMITED
VISION STATEMENTEfficient organization with professional competence of top order is engaged to remain a market leader in the sugar industry in manufacturing and marketing of white sugar.
To ensure attractive returns to business associates and optimizing the shareholders' value as per their expectations.
MISSION STATEMENT
Quality objectives are designed with a view to enhance customer satisfaction and operational efficiencies.
To be a good corporate citizen to fulfil the social responsibilities.
Commitment to building, Safe, Healthy and Environment friendly atmosphere.
We with professional and dedicated team, ensure continual improvement in quality and productivity through effective implementation of Quality Management System. Be a responsible employer and reward employees according to their ability and performance.
The quality policy encompasses our long-term Strategic Goals and Core Values, which are integral part of our business.
STRATEGIC GOALS
Providing customer satisfaction by serving with superior quality production of white sugar and industrial alcohol at lowest cost.
Ensuring security and accountability by creating an environment of security and accountability for employees, production facilities and products.
Expanding customer base by exploring new national and international markets and undertaking product research and development in sugar industry.
Ensuring Efficient Resource Management by managing human, financial, technical and infrastructural resources so as to support all strategic goals and to ensure highest possible value addition to stakeholders.
CORE VALUES
Striving for continuous improvement and innovation with commitment and responsibility;
Treating stakeholders with respect, courtesy and competence;
Practicing highest personal and professional integrity;
Maintaining teamwork, trust and support with open and candid communication; and
Ensuring cost consciousness in all decision and operations.
CHASHMA SUGAR MILLS LIMITED
Code of Conduct
Chashma Sugar Mills Limited has built a reputation for conducting its business with integrity in accordance with high standards of ethical behavior and in compliance with the laws and regulations that govern our business. This reputation is among our most valuable assets and ultimately depends upon the individual actions of each of our employees all over the country.
The Company Code of Conduct has been prepared to assist each of us in our efforts to not only maintain but enhance this reputation. It provides guidance for business conduct in a number of areas and references to more detailed corporate policies for further direction. The adherence of all employees to high standards of integrity and ethical behavior is mandatory and benefits all stakeholders including our customers, our communities, our shareholders and ourselves.
The Company carefully checks for compliance with the Code by providing suitable information, prevention and control tools and ensuring transparency in all transactions and behaviors by taking corrective measures if and as required.
The Code of Conduct applies to all affiliates, employees and others who act for us countrywide, within all sectors, regions, areas and functions.
The Code of Conduct of the Company includes the policies in respect of followings:
Standard of Conduct;
Obeying the law;
Human Capital;
Consumers;
Shareholders;
Business Partners;
Community involvement;
Public activities;
The environment;
Innovation;
Competition;
Business integrity;
Conflicts of interests; and
Compliance, monitoring and reporting.
General Principles
Compliance with the law, regulations, statutory provisions, ethical integrity and fairness is a constant commitment and duty of all the employees and characterizes the Conduct of the organization.
The Company's business and activities have to be carried out in a transparent, honest and fair way, in good faith and in full compliance. Any form of discrimination, corruption, forced or child labor is
rejected. Particular attention is paid to the acknowledgment and safeguarding of the dignity, freedom and equality of human beings.
All employees, without any distinction or exception whatsoever, respect the principles and contents of the Code in their actions and behaviors while performing their functions according to their responsibilities, because compliance with the Code is fundamental for the quality of their working and professional performance. Relationships among employees, at all levels, must be characterized by honesty, fairness, cooperation, loyalty and mutual respect.
The belief that one is acting in favor or to the advantage of the Company can never, in any way, justify-not even in part any behavior that conflict with the principles and content of the Code.
The Code of Conduct aims at guiding the "CSM team" with respect to standards of conduct expected in areas where improper activities could result in adverse consequences to the Company, harm its reputation or diminish its competitive advantage.
Every employee is expected to adhere to, and firmly inculcate in his/her everyday conduct; this mandatory framework; any contravention or deviation will be regarded as misconduct and may attract disciplinary action in accordance with the Company service rules and relevant laws.
Statement of Ethical Practices
It is the basic principle of Chashma Sugar Mills Limited to obey the law of the land and comply with its legal system. Accordingly, every director and employee of the Company shall obey the law. Any director and employee guilty of violation will be liable to disciplinary consequences because of the violation of his / her duties.
Employees must avoid conflicts of interest between their private financial activities and conduct of Company business.
All business transactions on behalf of the Company must be reflected accordingly in the accounts of the Company. The image and reputation of the Company is determined by the way each and every of us acts and conducts him / her at all times.
We are an equal opportunity employer. Our employees are entitled to a safe and healthy workplace.
Every manager and supervisor shall be responsible to see that there is no violation of laws within his / her area of responsibility which proper supervision could have prevented. The manager and supervisor shall still be responsible if he / she delegates particular tasks.
CHASHMA SUGAR MILLS LIMITED
TEN YEAR PERFORMANCE AT GLANCE
Particulars | 2025 | 2024 | 2023 | 2022 | 2021 | 2020 | 2019 | 2018 | 2017 | 2016 |
( R U P E E S I N T H O U S A N D S ) | ||||||||||
Sales- Net | 24,899,377 | 32,274,657 | 26,375,717 | 17,094,813 | 16,037,086 | 15,929,690 | 12,420,711 | 10,383,833 | 11,332,390 | 11,206,209 |
Cost of sales | 23,239,598 | 30,054,086 | 20,188,453 | 14,228,117 | 13,912,324 | 13,019,259 | 10,183,656 | 9,004,826 | 10,224,316 | 10,100,778 |
Operating (loss)/ profit | (166,211) | 285,284 | 4,317,648 | 1,618,212 | 993,685 | 1,646,572 | 1,386,048 | 737,524 | 625,256 | 716,714 |
Profit/(Loss) before tax | (3,512,985) | (3,813,820) | 1,579,280 | 505,434 | 337,348 | 742,671 | 636,500 | 253,164 | 132,299 | 215,151 |
Profit/(Loss) After tax | (2,948,590) | (2,637,248) | 1,699,139 | 43,548 | 310,381 | 746,115 | 578,648 | 193,623 | 92,152 | 297,450 |
Share capital | 286,920 | 286,920 | 286,920 | 286,920 | 286,920 | 286,920 | 286,920 | 286,920 | 286,920 | 286,920 |
Shareholders' equity | 10,211,935 | 13,142,238 | 14,538,096 | 11,115,953 | 9,011,835 | 7,690,524 | 6,321,459 | 5,805,480 | 4,065,179 | 4,075,359 |
Fixed assets - net | 19,668,278 | 21,545,185 | 20,371,132 | 18,016,724 | 11,833,225 | 9,892,348 | 9,223,953 | 9,531,791 | 7,789,577 | 8,169,406 |
Current assets | 12,918,221 | 8,136,075 | 9,988,217 | 5,918,070 | 4,136,107 | 4,387,455 | 4,187,304 | 4,170,076 | 2,770,411 | 1,898,319 |
Total assets | 33,918,974 | 31,644,900 | 31,577,766 | 24,903,577 | 16,973,448 | 14,889,960 | 13,526,341 | 13,815,725 | 10,573,906 | 10,072,321 |
Long term liabilities | 5,116,722 | 7,349,029 | 7,102,942 | 7,004,996 | 3,670,881 | 3,177,044 | 2,672,716 | 2,825,549 | 2,792,674 | 3,370,510 |
Dividend | ||||||||||
Cash Dividend | 0% | 0% | 50% | 0% | 50% | 50% | 50% | 15% | 15% | 45% |
Ratios | ||||||||||
Profitability (%) | ||||||||||
Operating (loss)/profit | (0.67) | 0.88 | 16.37 | 9.47 | 6.20 | 10.34 | 11.16 | 7.10 | 5.52 | 6.40 |
Profit/ (Loss) before tax | (14.11) | (11.82) | 5.99 | 2.96 | 2.10 | 4.66 | 5.12 | 2.44 | 1.17 | 1.92 |
Profit/(Loss) after tax | (11.84) | (8.17) | 6.44 | 0.25 | 1.94 | 4.68 | 4.66 | 1.86 | 0.81 | 2.65 |
Return to Shareholders | ||||||||||
ROE - Before tax | (34.40) | (29.02) | 10.86 | 4.55 | 3.74 | 9.66 | 10.07 | 4.36 | 3.25 | 5.28 |
ROE - After tax | (28.87) | (20.07) | 11.69 | 0.39 | 3.44 | 9.70 | 9.15 | 3.34 | 2.27 | 7.30 |
Return on Capital Employed | (1.08) | 1.39 | 19.95 | 8.93 | 7.83 | 15.15 | 15.41 | 8.55 | 9.12 | 9.63 |
(Loss)/ Earning per share | (102.77) | (91.92) | 59.22 | 1.52 | 10.82 | 26.00 | 20.17 | 6.75 | 3.21 | 10.37 |
Activity | ||||||||||
Income to total assets | 0.73 | 1.02 | 0.84 | 0.69 | 0.94 | 1.07 | 0.92 | 0.75 | 1.07 | 1.11 |
Income to fixed assets | 1.27 | 1.50 | 1.29 | 0.95 | 1.36 | 1.61 | 1.35 | 1.09 | 1.45 | 1.37 |
Liquidity / leverage | ||||||||||
Current ratio | 0.69 | 0.73 | 1.01 | 0.87 | 0.96 | 1.09 | 0.92 | 0.80 | 0.75 | 0.72 |
Break up value per share | 355.92 | 458.05 | 506.70 | 387.42 | 314.09 | 268.04 | 220.32 | 202.34 | 141.68 | 142.04 |
Total Liability to equity (Time) | 2.32 | 1.41 | 1.17 | 1.24 | 0.88 | 0.94 | 1.14 | 1.38 | 1.60 | 1.47 |
CHASHMA SUGAR MILLS LIMITED
TEN YEARS REVIEW PRODUCTION OF SUGAR
YEAR | CANE CRUSHED TONS | RECOVERY % | SUGAR PRODUCED TONS |
2016 | 1,689,633 | 9.20 | 155,443 |
2017 | 2,224,494 | 9.16 | 203,687 |
2018 | 2,040,734 | 9.47 | 193,323 |
2019 | 1,562,413 | 10.64 | 166,252 |
2020 | 1,432,075 | 10.55 | 151,013 |
2021 | 1,468,505 | 9.94 | 145,987 |
2022 | 1,885,437 | 10.35 | 195,219 |
2023 | 1,963,169 | 10.80 | 211,871 |
2024 | 1,726,610 | 9.94 | 171,591 |
2025 | 1,484,965 | 9.74 | 144,314 |
PRODUCTION OF ETHANOL
YEAR | MOLASES CONSUMED TONS | RECOVERY % | PRODUCTIONS (LITRES) |
2016 | 111,385 | 18.58 | 25,870308 |
2017 | 129,384 | 18.32 | 26,623,876 |
2018 | 184,282 | 19.37 | 44,617,163 |
2019 | 191,492 | 18.07 | 43,260,426 |
2020 | 189,471 | 18.35 | 43,462,330 |
2021 | 189,086 | 18.66 | 44,099,770 |
2022 | 169,076 | 19.37 | 40,933,660 |
2023 | 173,139 | 19.58 | 42,374,200 |
2024 | 176,201 | 19.55 | 43,053,990 |
2025 | 177,093 | 19.63 | 43,448,982 |
CHASHMA SUGAR MILLS LIMITED
NOTICE OF ANNUAL GENERAL MEETING
NOTICE IS HEREBY GIVEN THAT 38th Annual General Meeting of the shareholders of Chashma Sugar Mills Limited will be held on January 28, 2026 at 11:00 AM at the Registered Office of the Company at Nowshera Road, Mardan, for transacting the following business: -
ORDINARY BUSINESS:
To confirm the minutes of the Extra Ordinary General Meeting held on April 03, 2025.
To receive, consider and adopt the Audited Financial Statements of the Company together with the Directors' and Auditors' reports for the year ended September 30, 2025.
To appoint the Auditors of the Company and to fix their remuneration for the financial year ending September 30, 2026. The present auditors' M/s. ShineWing Hameed Chaudhri & Co., Chartered Accountants, Lahore, retire and being eligible offer themselves for re-appointment.
To transact any other business of the Company as may be permitted by the Chair.
SPECIAL BUSINESS:
To consider and if thought fit to pass the following resolutions, with or without amendment(s) as the Special Resolutions:
To Convert the Outstanding Receivable from Whole Foods (Private) Limited into equity Investment.
"RESOLVED THAT pursuant to the Loan Agreement dated October 1, 2023, as amended on February 26, 2025, and as per the offer and the approval of the Members of Whole Foods (Private) Limited in their Annual General Meeting held on October 27,2025, an amount of Rs. 772,233,277 outstanding as at September 30, 2025, which, including forecasted amounts, is expected to aggregate to Rs. 880,000,000 up to October 25, 2027, representing the amount payable by Whole Foods (Private) Limited to Chashma Sugar Mills Limited."
FURTHER RESOLVED THAT the Directors and Company Secretary be and are hereby jointly/severally authorized to do all acts, deeds, and things, and execute all documents, agreements, and filings necessary to give effect to this resolution."
To approve the following resolution regarding related parties' transactions.
"RESOLVED THAT the transactions conducted in the ordinary course of business with Related Parties during the financial year ended September 30, 2025 be and are hereby ratified, approved and confirmed.
FURTHER RESOLVED THAT the Chief Executive Officer/Board of Directors of the Company be and is hereby authorized to approve transactions conducted and to be conducted in the ordinary course of business with Related Parties along with transactions u/s 208 of the Companies Act, 2017 (the Act) during the financial year ending September 30, 2026.
FURTHER RESOLVED THAT the Company be and is hereby authorized to enter into related party transactions other than those conducted in the ordinary course of business including transactions carried or to be carried u/s 208 of the Act, including but not limited to sale and purchase of stores and spares, raw material, finished goods and assets, shared expenses, toll manufacturing, packaging material, payments against sales collections, lease rentals, subject to compliance with applicable laws.
FURTHER RESOLVED THAT all the above approvals shall be deemed to have been granted in accordance with Sections 207 and 208 of the Companies Act, 2017 and the Company's Related Party Transaction Policy, and that the Board of Directors and/or the Chief Executive Officer be and are hereby collectively authorized to approve such transactions from time to time, notwithstanding any disclosed interest of Directors, to take all necessary actions, and to sign, execute and deliver all documents, and that details of transactions carried out up to the date of the next shareholders' meeting shall be placed before the shareholders for information and ratification, as required under applicable laws."
C) To consider and approve 10% increase in salaries of working/executive's directors along with ancillary benefits, as approved by the Board on October 03, 2025, with effect from November 01, 2025.
"RESOLVED THAT an increase of 10% in salaries of working directors w.e.f. November 01, 2025, as approved by the Board on October 03, 2025, be and is hereby approved".
The share transfer books of the Company will remain closed from January 18, 2026 to January 28, 2026 (both days inclusive).
BY ORDER OF THE BOARD
Mardan: (Mujahid Bashir)
January 05, 2026 Company Secretary Notes:
FOR APPOINTING PROXIES
A member eligible to attend, Speak and vote may appoint any other person as his/her proxy to attend, speak and vote on his/her behalf. Proxies must be received at the Registered Office of the Company duly signed not later than 48 hours before the time and holding the meeting. In case of a 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.
The proxy form shall be witnessed by two persons whose names, addresses and valid CNIC numbers shall be mentioned on the form.
Attested copies of valid CNIC or the passport of the beneficial owners 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 (unless it has been provided earlier) along with proxy form to the Company.
Proxies attending meeting on behalf of members are also required to provide below information in case they will be attending the meeting through video link. Video link detail and login credentials will be shared with proxy after verification.
CHANGE OF ADDRESS
Members are requested to notify the Shares Registrar of the Company of any change in their addresses immediately.
COMPUTERIZED NATIONAL IDENTITY CARD NUMBER /NATIONAL TAX NUMBER
Incompliance 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 Numbers (NTN), as the case may be, are requested to kindly provide copies of their valid CNIC and /or NTN certificates at the earliest:
CONSENT OF VIDEO CONFERENCE FACILITY
The SECP vide circular no 4 of 2021 has advised to provide participation of the members through electronic means. Members interested to participate in the AGM are requested to email their Name, Folio Numbers, Number of Shares held in their name. Cell Number, CNIC Number (along with valid copy of both sides of CNIC) with subject "Registration for Participation in AGM" at mujahid@premiergrouppk.com.
Video link and login credentials shall be shared with only those members whose emails, containing all the required particulars, are receive by the close of business hours (till 5:00 pm) on Monday January 26, 2026.
To avail this facility a request is to be submitted to the Company Secretary of the Company on given address:
"The Company Secretary,
Chashma Sugar Mills Limited, Kings Arcade, 20-A Markaz F-7, Islamabad."
UNCLAIMED DIVIDEND /SHARES
Shareholders who have not collected their dividend / physical shares are advised to contact our shares registrar to collect / enquire about their unclaimed dividend or shares, if any.
CONVERSION OF PHYSICAL SHARES INTO BOOK ENTRY FORM
As per Section 72 of the Companies Act. 2017 every existing Listed 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, with a period not exceeding 4 years from the commencement of this Act, i.e. May 30, 2017.
The Shareholders having physical shareholding are encourage to open CDC Sub-account with any of the brokers or investor Account directly with CDC to place their physical shares into scrip less form. This will facilitate them in many ways, including safe custody and sale of shares, any time they want, as the trading of physical shares will not be permitted as per regulations of the Pakistan Stock Exchange.
CIRCULATION OF ANNUAL AUDITED FINANCIAL STATEMENTS:
The Securities and Exchange Commission of Pakistan vide SRO No. 389 (I)/2023 dated March 21, 2023, has allowed listed companies to circulate their Annual Audited Financial Statements (i.e the Annual Balance Sheet and Profit or Loss Account, Auditors Report and Directors' Report) to its members through QR Enabled code and web-link, which is given below: https://www.chashmasugarmills.com
Pursuant to the approval of shareholders, the Annual Audited Financial Statements of the Company for the year ended September 30, 2025, are being circulated to the members through QR enabled code and web-link. The Annual Audited separate and consolidated Financial Statements are being sent to members who have provided their e-mail address. Hard copy of the Annual Report will be provided to the members on demand.
POSTAL BALLOTING / E-VOTING
Pursuant to the Companies (Postal Ballot) Regulations, 2018 for any agenda item subject to the requirements of Section 143 and 144 of the Companies Act, 2017 Members will be allowed to exercise their right of vote through postal ballot, in accordance with the requirements and procedures contained in the aforesaid regulations.
Procedure for e-Voting
Details of the e-voting facility will be shared through an e-mail with those members of the Company who have their valid CNIC numbers, cell numbers, and e-mail addresses available in the register of members of the Company by the close of business on January 26, 2026.
The web address, login details, and password, will be communicated to members via email. The security codes will be communicated to members through SMS by the Share Registrar (being the e-voting service provider).
Identity of the Members intending to cast vote through e Voting shall be authenticated through electronic signature or authentication for login.
Members shall cast vote online at any time from January 26, 2026, 9:00
a.m. to January 27, 2026. Voting shall close on January 27, 2026, at 5:00
p.m. Once the vote on the resolution is cast by a Member, he/she shall not be allowed to change it subsequently.
Procedure for voting through postal ballot paper
The members shall ensure that duly filled and signed ballot paper along with copy of Computerized National Identity Card (CNIC) should reach the Chairman of the meeting through post on the Company's address at The Company Secretary, Chashma Sugar Mills Limited, Kings Arcade, 20-A Markaz F-7, Islamabad or email at mujahid@premiergrouppk.com one day before the day of poll, during working hours. The signature on the ballot paper shall match with the signature on CNIC.
STATUTORY CODE OF CONDUCT OF SHAREHOLDERS AT AGM
Shareholders are requested to observe the Statutory Code of Conduct at the AGM in accordance with Section 215 of the Companies Act, 2017 and Regulation 55 of the Companies Regulations, 2024, whereby shareholders are not permitted to exert influence or approach the Management directly for decisions, which may lead to creation of hurdles in the smooth functioning of the Management. As mentioned in these provisions, shareholders shall not bring material that may cause threat to participants or premises where the AGM is being held, confine themselves to the agenda items covered in the notice of the AGM and shall not conduct themselves in a manner to disclose any political affiliation. Additionally, the Company is not permitted to distribute gifts in any form to its shareholders in its meetings as per Section 185 of Companies Act, 2017.
STATEMENT UNDER SECTION 134(3) OF THE COMPANIES ACT, 2017 PERTAINING TO SPECIAL BUSINESS
Material Facts:
This statement sets out the material facts relating to the special business comprising the items included in the Notice to be transacted at the 38th Annual General Meeting of the Company, scheduled to be held on January 28, 2025. It contains all material information relevant to the said special business.
Agenda item # 5 (a)
Sr. # | NATURE OF INFORMATION REQUIRED TO BE DISCLOSED PURSUANT TO THE COMPANIES (INVESTMENTS IN ASSOCIATED COMPANIES OR UNDERTAKINGS) REGULATIONS, 2017 | RELEVANT INFORMATION |
A) | Disclosure for all types of investments (Regulation 3(a) | |||
(A) | Regarding associated company or associated undertaking: - | |||
I | Name of Investee Company | Whole Foods (Pvt.) Limited (WFPL) | ||
Ii | Relationship with associated company | Wholly-Owned Subsidiary Company of Chashma Sugar Mills Limited. | ||
Iii | Earnings per share for the last three years | Year 2023: Rs (11.19) Year 2024: Rs (18.71) Year 2025: Rs (17.64) | ||
Iv | Breakup Value per share based on latest audited Financial Statements | Rs 45.63 (Adjusted) | ||
Profit & Loss: | Rupees in thousand | |||
Sales (net) | - | |||
Gross Loss | - | |||
Administrative expenses | (87,663) | |||
Other income | - | |||
Finance cost | (107,643) | |||
Loss after taxation | (176,396) | |||
Financial Position: | ||||
Non-current Assets | 681,230 | |||
Current Assets | 74,720 | |||
Total Assets | 755,950 | |||
Shareholders' Equity | -166,338 | |||
Non-current Liabilities | 139,597 | |||
Current Liabilities | 782,691 | |||
Total Liabilities & Equity | 755,950 | |||
vi | In case of investment in relation to a project of associated company or associated undertaking that has not commenced operations, following further information, namely: | N/A | ||
(B) | General Disclosure: - | |||
i | Maximum amount of investment to be made | Aggregate amount up to Rs. 880 million, to be converted into equity shares of Whole Foods (Private) Limited, in addition to the existing equity investment. | ||
ii | Purpose, benefits likely to accrue to the investing company and its members from such investment and period of investment; | Conversion of outstanding payable into equity shares to strengthen the financial position of Whole Foods (Private) Limited, improve its capital structure, and secure recoverability of the outstanding payable of Chashma Sugar Mills Limited. The investment is longterm in nature. | ||
iii | Source of Funds | Non-cash transaction - conversion of outstanding payable into equity shares; no fresh funds involved. | ||
iv | Salient features of the agreement(s), if any, with associated company or Holding Company with regards to the proposed investment; | Conversion pursuant to the Loan Agreement dated October 1, 2023, and an addendum dated February 26, 2025, based on mutual understanding, and approved by the Members of Whole Foods (Private) Limited in their AGM held on October 27, 2025. | ||
v | Direct or indirect interest of directors, sponsors, majority shareholders and their relatives, if any, in the associated company or associated undertaking or the transaction under consideration; | None, except to the extent of shareholding, if any. | ||
vi | In case any investment in associated company or associated undertaking has already been made, the performance review of such investment including complete information/justification for any impairment or write offs; and | Chashma Sugar Mills Limited already holds 10,000,000 ordinary shares of Rs. 10 each in Whole Foods (Private) Limited. No impairment or write-off has been recognized to date during the year September 30, 2025. | ||
B) | In case of Equity Investment: - | |||
i | Maximum price at which securities will be acquired; | Rs. 10 per ordinary share (par value). | |
ii | In case the purchase price is higher than market value in case of listed securities and fair value in case of unlisted securities, justification thereof; | Not applicable, as the shares are unlisted and issued at par value. | |
iii | Maximum number of securities to be acquired | 88,000,000 ordinary shares of Rs. 10 each of Whole Foods (Private) Limited. | |
iv | Number of securities and percentage thereof held before and after the proposed investment; | Before investment: 10,000,000 ordinary shares. After investment: 98,000,000 ordinary shares in total (subject to issuance), representing the aggregate holding post-conversion; percentage to be determined based on total issued and paid-up capital after issuance. | |
v | Current and preceding twelve weeks weighted average market price where investment is proposed to be made in listed securities | Not applicable, as the shares are not listed. | |
vi | Fair value determined for investments in unlisted securities. | Fair value considered equivalent to or above par value, as the shares are issued against conversion of outstanding payable under mutually agreed terms. | |
C) | Except to the extent as mentioned above, the Directors of the Company have no direct or indirect interest in the above said special business except to the extent of their shareholding in the Company. | ||
D) | The audited annual financial information for the year ended September 30, 2025 of Chashma Sugar Mills Limited, can be inspected from 10.00 a.m. to 11.00 a.m. in all working days up-to January 23, 2026 by the shareholders. | ||
Agenda item # 5 (b)
The transactions conducted with related parties during the financial year ended September 30, 2025, have been disclosed in the financial statements of the Company and were carried out in the ordinary course of business. All such transactions were recommended by the Audit Committee and executed on an arm's length basis.
For the financial year ending September 30, 2026, the Chief Executive Officer and/or the Board of Directors are authorized to approve transactions with related parties on an ongoing basis. These transactions may include both ordinary and non-ordinary course dealings, such as sale and purchase of goods, services, raw materials, mid-products, finished goods, shared expenses, toll manufacturing, packaging materials, lease rentals, license fees, service fees, receipt and payment of dividends, and investments (subject to applicable approvals).
The Company seeks broad shareholder approval to allow the Board of Directors to approve such recurring related party transactions at its discretion while ensuring compliance with Sections207, and 208 of the Companies Act, 2017, as well as the Company's Related Party Transactions Policy. Details of all transactions conducted up to the date of the next shareholders' meeting shall be placed before the shareholders for information and ratification.
The Company confirms that relevant directors' interests in the associated companies and related parties have been disclosed to the shareholders as required under applicable laws, including in the financial statements. All transactions are intended to benefit the Company and its stakeholders and are conducted in a fair, transparent, and arm's length manner. The related parties with whom transactions may be carried out include:
The Premier Sugar Mills & Distillery Company Limited
Premier Board Mills Limited
Syntron Limited
Syntronics Limited
Whole Foods (Private) Limited
Arpak International Investments Limited
The Frontier Sugar Mills & Distillery Limited
Azlak Enterprises (Pvt.) Limited
Phipson & Co Pakistan (Pvt.) Limited
Premier Construction Housing Limited Agenda item # 5 (c)
It has been recommended to increase the remuneration of the working directors by 10% with effect from November 01, 2025, subject to the approval of the shareholders of the Company, taking into account their professional expertise, responsibilities, and the increase in the Company's operational activities.
Accordingly, to provide fair compensation for their services and responsibilities, the Board of Directors, in its meeting held on October 03,2025, approved and recommended the aforesaid increase and resolution:
The Directors have no other interest to the extent of aforesaid mentioned.
CHASHMA SUGAR MILLS LIMITED
CHAIRMAN'S REVIEW REPORT
I am pleased to welcome you to the 38th Annual Report of your Company. It gives me great pleasure to present the Review Report along with the Audited Financial Statements for the year ended September 30, 2025, on behalf of the Board of Directors, on the performance of your Company, as required by Section 192 of the Companies Act, 2017.
As Chairman, I am satisfied that the Board remained fully engaged throughout the year and exercised effective oversight of the Company's affairs. Under my chairmanship, the Board met regularly to review strategy, operational progress, risk management, and compliance matters. The Board continued to emphasize transparency, collective judgment, and accountability while providing clear direction to management in a challenging operating environment.
In compliance with the Companies Act, 2017 and the Listed Companies (Code of Corporate Governance) Regulations, 2019, the Board conducted its annual performance evaluation, which confirmed its effective functioning and sound governance practice.
A key strategic development during the year, approved and overseen by the Board under my chairmanship, was the merger of Ultimate Whole Foods (Private) Limited. This merger represents an important step in the Company's long-term strategy of diversification and expansion beyond its traditional business lines. The addition of a flour milling business provides the Company with a broader operating base and supports the Board's vision of building a more balanced and resilient business model. While the integration phase requires careful management, the Board remains confident that this strategic move will contribute positively over time.
The Board remained mindful of the key risks faced by the Company and, as Chairman, I ensured that appropriate systems of internal control, risk management, and compliance remained in place and operated effectively. These frameworks continue to support prudent decision-making and safeguard the interests of stakeholders.
Looking ahead, as Chairman, I remain confident in the Company's fundamentals, its experienced management team, and its strategic direction. The Board will continue to focus on discipline, efficiency, and thoughtful diversification to support long-term sustainability and value creation.
Detailed information on the Company's affairs is provided in the Directors' Report and the
accompanying Financial Statements for the year ended September 30, 2025.
On behalf of the Board, and as Chairman, I would like to express my sincere appreciation to the Company's employees for their dedication and professionalism. I also thank our business partners, regulators, and stakeholders for their continued support, and extend my gratitude to our shareholders for their continued trust and confidence in the Company.
(Abbas Sarfaraz Khan)
Chairman
Mardan: January 05, 2026
ڈٹیمل زلم رگوش ہمشچٹروپر ہزئاج یک نیمرئیچ
ہک ےہ لصاح زازعا ہی ےھجم ۔ںوہ اتہک دیدمآ شوخ ںیم ٹروپر ہنالاس ںیو38 یک ینپمک یک پآ وک پآ ںیم ہک ےہ یشوخ ےھجم 30 وج ،ںورک شیپ تانایب یتایلام ڈٹڈآ روا ٹروپر ہزئاج رپ یگدرکراک یک ینپمک یک پآ ےس بناج یک زرٹکیرئاڈ فآ ڈروب ںیم ۔ےہ یرورض تحت ےک 192 نشکیس ےک 2017 ٹکیا زینپمک ہک اسیج ،ںیہ ےیل ےک لاس ےلاو ےنوہ متخ وک 2025 ربمتس
یریم ۔اہر اترک ینارگن رثؤم یک روما ےک ینپمک روا اہر کرحتم رپ روط لمکم لاس ےروپ ڈروب ہک ںوہ نئمطم ںیم ،نیمرئیچ روطب تالماعم ےک لیمعت روا ،ٹنمجنیم کسر ،تفر شیپ لنشیرپآ ،یلمع تمکح ہکات اھت اترک ںیتاقالم ےس یگدعاقاب ڈروب ،ںیم ترادص وک ہیماظتنا ںیم لوحام گنٹیرپآ گنجنلیچ روا اید روز رپ یہدباوج روا ،ےلصیف یعامتجا ،تیفافش ےن ڈروب ۔ےکس اج ایل ہزئاج اک ۔یک مہارف یئامنہر حضاو
ہنالاس ینپا ےن ڈروب ،ںیم لیمعت یک 2019 ،زنشیلوگیر (سننروگ ٹیروپراک فآ ڈوک) زینپمک ڈٹسل روا 2017 ،ٹکیا زینپمک
۔یک قیدصت یک سٹکیرپ سننروگ تسرد روا یگدرکراک رثؤم یک سا ےن سج ،ایل ہزئاج اک یگدرکراک
زڈوف لوہ ٹیم یٹلا ،یک ںیم ترادص یریم ےن ڈروب ینارگن روا یروظنم یک سج ،تفر شیپ کجٹیرٹسا مہا کیا نارود ےک لاس یتیاور عیسوت روا عونت ںیم سج ےہ مدق مہا کیا ںیم یلمع تمکح یتدم لیوط یک ینپمک مامضنا ہی ۔اھت مامضنا اک ڈٹیمل (ٹیویئارپ) ڈروب روا ےہ اتلم سیب گنٹیرپآ عیسو وک ینپمک ےس ےفاضا ےک رابوراک ےک گنلم یک ےٹآ ۔ےہ یہر ھڑب ےگآ ےس زنئال یرابوراک اک ماظتنا طاتحم ہلحرم اک مامضنا ہچرگا ۔ےہ اتانب لڈام یرابوراک طوبضم روا نزاوتم ہدایز کیا ہو ہک ےہ یتلم تیوقت وک نژو ےک ۔یگ ےرک ادا رادرک تبثم ھتاس ےک تقو یلمع تمکح ہی ہک ےہ دامتعا رپ ڈروب ،ےہ یضاقتم
کسر ،لورٹنک ینوردنا ہک ایانب ینیقی وک تاب سا ےن ںیم نیمرئیچ روطب روا اہر ہاگآ ےس تارطخ مہا شیپرد وک ینپمک ڈروب تیامح یک یزاس ہلصیف ہنادنمشناد کرو میرف ہی ۔ںیرک ماک ےس ےقیرط رثؤم روا ںیہر دوجوم ماظن بسانم ےک لیمعت روا ،ٹنمجنیم ۔ںیہ ےترک ظفحت اک تادافم ےک زرڈلوہ کیٹسا روا ںیہ ےتھکر یراج
رپ تمس کجٹیرٹسا یک سا روا میٹ یماظتنا راک ہبرجت یک سا ،لوصا یداینب یک ینپمک ںیم ،نیمرئیچ روطب ،ےئوہ ےتھکید ےگآ روا یرادیئاپ یتدم لیوط ہکات اگ ےھکر زوکرم ہجوت رپ عونت رک ھجمس چوس روا ،یگدرکراک ،طبض و مظن ڈروب ۔ںوہ اتھکر دامتعا ۔ےکس اج یک تیامح یک قیلخت یک ردق
مہارف ںیم تانایب یلام ےک لاس ےلاو ےنوہ متخ وک 2025 ربمتس 30 روا ٹروپر زرٹکیرئاڈ تامولعم یلیصفت یک روما ےک ینپمک ۔ںیہ یئگ یک
ےس ںویئارہگ یک لد رپ تراہم ہنارو ہشیپ روا نگل یک نیمزالم ےک ینپمک ںیم ،ےس تیثیح یک نیمرئیچ روا ،ےس بناج یک ڈروب ےن ںوہنج ںوہ اترک ادا ہیرکش یھب اک زرڈلوہ کیٹسا روا زرٹیلوگیر ،ںوراد تکارش یرابوراک ےنپا ںیم ۔اگ ںوہاچ انرک ادا ہیرکش ۔ںوہ اترک ادا ہیرکش اک دامتعا روا دامتعا لسلسم رپ ینپمک اک زرڈلوہ رئیش ےنپا روا ،ایک نواعت لسلسم
(ناخ زارفرس سابع)
نیمرئیچ
2026 ،یرونج 05 :نادرم
CHASHMA SUGAR MILLS LIMITED
DIRECTORS' REPORT
The Directors of Chashma Sugar Mills Limited are pleased to present the Directors' Report of the Company together with the audited financial statements for the year ended September 30, 2025.
Chashma Sugar Mills Limited ("the Company") was incorporated in Pakistan on May 05, 1988 and commenced its commercial production from October 01, 1992. The Company is principally engaged in manufacturing, production, processing, preparation and sale of sugar, wheat and other allied products.
SUMMARISED FINANCIAL RESULTS
The financial results of the Company for the year under review are as below: -
2025 2024
Rupees in thousand
(Loss) before revenue tax and income tax
(3,512,985)
(3,813,820)
- Minimum tax - levy
(218,490)
(390,371)
(Loss) before income tax
(3,731,475)
(4,204,191)
- Taxation
782,885
1,566,943
(Loss) after taxation (2,984,590) (2,637,248)
-------Rupees -------
(Loss) per share - basic and diluted (Rs) (102.77) (91.92)
The financial year ended September 30, 2025 remained challenging for the Company, with a net loss after taxation of Rs. 2.95 billion, compared to a loss of Rs. 2.64 billion in FY 2024. The higher loss was mainly due to uncertain government policies, restrictions and delays in sugar exports and related quotas, high sugarcane prices, and continued pressure on selling prices. Although inflation came down and interest rates started to fall during the year, these improvements did not bring much relief to the Company's operations.
Sales declined in all business segments. The Sugar Division reported net sales of Rs. 17.62 billion (FY 2024: Rs. 24.720 billion), less than last year, reflecting lower post-export volumes, delayed export permissions, and volatile domestic pricing. Gross profit marginally declined as sugar continued to be sold at or near production cost due to high cane prices, regional cane shortages, and competitive procurement by neighboring mills and strong competition among mills for cane.
The Ethanol Division recorded net sales of Rs. 6.60 billion (FY 2024: Rs. 8.85 billion), with gross profit decreasing mainly due to lower international ethanol prices, higher input and freight costs, and reduced exchange rate volatility further affected by suspension of GSP+ status for ethanol imports effective June 20, 2025.
The Flour Division contributed net sales of Rs. 1.69 billion but incurred a gross loss of Rs. 95 million, largely due to thin regulated margins, higher procurement/ handling costs and inter-provincial restrictions at Provincial Government level during the post-merger interim period.
The Company reported an operating loss of Rs. 166 million, compared to an operating profit of Rs. 285 million in the previous year. Although other income increased to Rs. 992 million, this mainly came from investments in term deposit receipts rather than from normal business activities. Finance costs reduced to Rs. 3.35 billion from Rs. 4.10 billion, but they remained very high due to heavy reliance on short-term borrowings to manage cash flow pressures and delayed receivables.
Overall, despite some improvement in the wider economy, the Company's business segments continued to face serious challenges due to unpredictable policies, price controls, and high financing costs.
REVIEW OF OPERATIONS
2.1- Operational Highlights
Description
2024-2025
2023-2024
Date of Crushing Started
November 21, 2024
November 27, 2023
Date of Crushing Closed
March 03, 2025
March 06, 2024
Crushing - M. Tons
1,484,965
1,726,610
Sucrose Recovery
9.74%
9.94%
Sugar Production - M. Tons
144,314
171,591
Ethanol Fuel Plant Production - M. Tons
34,759
34,443
Wheat Production - M. Tons (From June
23,561
0
10, 2025 to September 30, 2025)
2.2- CRUSHING SEASON 2025-26 (ONGOING)
The sugarcane crushing season for 2025-26 began on November 15, 2025. The mills have crushed 563,491 tons of sugarcane, resulting in the production of 55,618 tons of sugar till January 04, 2026.
The 2025-26 sugar season began with high expectations due to a record overall sugarcane cultivation area of 1.213 million hectares, although flood damage and adverse weather conditions reduced output affecting southern Punjab but Khyber Pakhtunkhwa and northern Punjab remain unaffected. As a result, sugarcane production is estimated at 77-85 million tons, while total sugar production is expected to range between 6.15 and 6.6 million metric tons.
SUGAR PRICE
The sugar sector in Pakistan continues to face serious pricing and policy challenges. Domestic sugar prices have remained high, with retail rates often ranging between Rs 170 and Rs 190 per kg, despite an agreed ex-mill price of Rs 165 per kg announced in mid-2025. Weak enforcement, hoarding, and delayed regulatory actions have limited the effectiveness of price controls, resulting in ongoing market volatility.
During FY 2024-25, the government allowed in phases sugar exports totaling approximately 765,000 metric tons, generating over US$400 million in foreign exchange. Although exports were initially approved due to perceived surplus and favorable global prices, subsequent restrictions on exports and approvals for imports exposed gaps in policy planning and increased uncertainty for the industry.
Frequent shifts between export permissions, price caps, and import decisions have distorted the market and weakened confidence among both millers and consumers. High sugarcane procurement prices have further increased production costs, placing additional pressure on mill profit margins.
Overall, the current pricing and regulatory framework lacks consistency and long-term direction. Sustainable industry growth will require stable and predictable policies, stronger market regulation, improved yields, and better alignment of export decisions with domestic supply conditions, rather than short-term interventions.
FUTURE OUTLOOK
The Management is currently in the process of improving boiler and turbine efficiencies to enhance the cane-to-steam ratio of the facility. These measures are aimed at reducing steam consumption, improving energy utilization, reducing carbon footprint and supporting more efficient operations during the crushing season.
The management is working on diversifying its ethanol product range to include fuel-grade ethanol, aiming to expand product variety and meet market demand. This initiative is expected to strengthen market position and improve profitability while optimizing the upgraded plant's efficiency.
The sugar market in Pakistan is currently in a transition phase toward deregulation. A comprehensive deregulation framework has been finalized by the Federal Government and is awaiting formal approval.
ECONOCMIC OVERVIEW
The financial year 2024-2025 began with tight monetary policy and high financing costs, and weak growth, but macroeconomic conditions began to stabilize as reforms advanced under an IMF-supported program. Operating costs and consumer demand were initially constrained, yet signs of recovery emerged with improving confidence, stronger remittances, and better external and fiscal indicators.
In October 2024, Pakistan entered in to an IMF reform program that stabilized the economy and boosted confidence. The State Bank of Pakistan cut policy rates from 22% in mid-2024 to 13% by late 2025, reducing business borrowing costs by about 40% and supporting recovery. Quarterly GDP growth also reached over 5% in late FY2025, paving the way for stronger investment in FY 2026.
ETHANOL FUEL PLANT AT CHASHMA SUGAR MILL-RAMAK
The Ethanol Fuel Plant produced 34,759 MT (2024: 34,443 MT) of ethanol during the year and contributed towards the profitability of the Company.
Ethanol prices are anticipated to remain low in the international market for the 2025-26 period, which will likely put pressure on profitability and margins. The European Commission suspended Pakistan's Generalized Scheme of Preferences Plus (GSP+) status for ethanol imports effective June 20, 2025. While this development may impact the Company's ethanol sales and margins for next six months. However, our diversification to production of fuel grade ethanol will hit the international market as the GSP+ status is still valid for fuel grade ethanol.
FLOUR MILLING PROJECT CONVERTED INTO BUSINESS SEGMENT
The subsidiary Company, Ultimate Whole Foods (Private) Limited, equipped with state-of-the-art flour mills with a capacity of 285 tons per day (TPD) and located at Ramak, Dera Ismail Khan, was merged with the Company following the approval of the Securities and Exchange Commission of Pakistan (SECP) on September 03, 2025, with effect from June 10, 2025, resulting in the addition of a staple foods business segment, which has contributed to achieve the strategic objective of the Company's operational and financial performance and is expected to provide further benefits in the future through sustainable growth and operational synergies.
SILOS PROJECT
Commercial Operations Date (COD) as per concession agreements of both sites i.e. Notak Centre, District Bhakkar and Head Varery Centre, District Layyah has been completed. However, commercial operations of the Company have not started yet.
RELATIONSHIP WITH STAFF/GROWERS
The Management and Labor relations remained cordial during the year. Bonus to employees was paid at the rate of 01 month's salary during the year.
The Company enjoys cordial relationship with the farmers' community in the form of timely
payments through bank.
PATTERN OF SHAREHOLDING
The Pattern of Shareholding, as required under section 227(2)(f) of the Companies Act, 2017 is annexed.
CORPORATE AND FINANCIAL REPORTING FRAMEWORK
The financial statements, prepared by the management of Chashma Sugar Mills Limited present fairly its state of affairs, the result of its operations, cash flows and changes in equity.
Proper books of account have been maintained.
All appropriate accounting policies have been consistently applied while preparing financial statements and accounting estimates are based on reasonable and prudent judgment.
International Financial Reporting Standards, as applicable in Pakistan, have been followed in the preparation of the financial statements.
The system of internal controls is sound in design and has been effectively implemented and monitored.
There are no significant doubts upon Company's ability to continue as a 'going concern'.
The Company has followed corporate governance as detailed in the Listed Companies (CCG) Regulations, 2019.
Key operating and financial data for the last decade in summarized form is annexed.
There are no statutory payments on account of taxes, duties, levies and charges which are outstanding as at September 30, 2025, except for those disclosed in the financial statements.
The value of investments of staff provident fund, based on audited accounts, was Rs. 531.732 million as at September 30, 2025.
TRADING IN SHARES
During the year, no trade in the shares of the Company were carried-out by the Directors, CFO, Company Secretary and their spouses and minor children except Mr. Abbas Sarfaraz Khan -Director of the Company who purchased 71,872 ordinary shares during the year.
ADEQUACY OF INTERNAL FINANCIAL CONTROLS
The Board has set-up an effective internal audit function who are considered suitably qualified and experienced for the purpose and are conversant with the policies and procedures of the Company. The scope of internal auditing within the Company is clearly defined which broadly involves review and evaluation of its' internal control systems.
RELATED PARTY TRANSACTIONS
The Related Parties transactions mentioned in Note 45 to the financial statements were placed before the Board Audit Committee and were approved by the Board. These transactions were in line with the requirements of International Financial Reporting Standards (IFRS) and the Companies Act, 2017. The Company maintains a complete record of all such transactions. All transactions entered into with the related parties will also be placed before shareholders in their AGM for approval purposes. The directors have no interest in any of the transactions, and all transactions are conducted on an arm's length basis.
PRINCIPLES RISKS AND UNCERTAINITES
The Company is exposed to the following risks and uncertainties:
Regional cane shortages and sugarcane availability on competitive prices
Delayed approvals, changing export quotas, and inconsistent government policies create market volatility.
Regulated domestic sugar prices remain volatile often above agreed ex-mill prices۔
Heavy reliance on short-term borrowings increases finance costs and may strain cash flows.
Thin regulated margins in wheat operations can affect profitability.
Suspension of GSP+ status, which may negatively impact ethanol exports and profit margins.
These risks may have a significant impact on the Company's performance and require careful
management to mitigate potential negative effects.
COMPOSITION OF BOARD AND BOARD MEETINGS
The total number of Directors on the Board is 7 and its composition is as follows:
Male Directors 4
Female Directors 3
During the year, a total of eleven (12) meetings were held and the attendance of each director is shown as follows;
Name of Directors
Board Meetings
Board Audit Committee
Meetings
Human Resource and Remuneration
Committee
Attended
Attended
Attended
Non- Executive Directors
Ms. Zarmine Sarfaraz
5
5
1
Mr. Iskander M. Khan
6
5
1
Ms. Mehnaz Saigol (Resigned)
1
-
-
Mr. Rizwan Ullah Khan
5
-
-
Executive Directors
Begum Laila Sarfraz
4
-
-
Mr. Abbas Sarfaraz Khan
5
-
-
Independent Directors
Ms. Samia Liaquat Ali Khan
4
5
1
Mr. Feisal Kemal Khan
4
-
-
- Leave of absence was granted to directors who could not attend some of the Board Meetings.
SUSTAINABILITY
Chashma Sugar Mills Limited views sustainability as integral to its business and growth strategy, with initiatives spanning the preservation of the environment, energy-saving measures, and responsible water stewardship. The Company maintains a strong Environment, Health and Safety framework to safeguard its workforce and operations, while also fostering diversity, equity, and inclusion across all levels. In addition, sustainability-related risks, including those arising from climate change, regulatory developments, and supply chain dynamics, are integrated into the overall risk management framework, ensuring that sustainability remains embedded in every aspect of our supply chain, packaging, and people development.
ROLE OF SHAREHOLDERS
The Board aims to ensure that the Company's shareholders are timely informed about the major developments affecting the Company's state of affairs. To achieve this objective, information is communicated to the shareholders through quarterly, half yearly and annual reports. The Board of Directors encourages the shareholder's participation at the annual general meeting to ensure high level of accountability.
REMUNERATION POLICY
No fee is paid to Non-Executive and Independent Directors for attending meetings of the Board or its Committees. The remuneration package of the Chief Executive and other Directors is disclosed in Note 46 to the financial statements.
GENDER PAY GAP ANALYSIS
The Company is committed to promoting equal pay and follows a strict gender pay gap policy to ensure fairness and transparency in compensation. We do not tolerate any form of bias in our pay practices and ensure that all employees, regardless of gender, receive equal pay for equal work. The Company regularly reviews its compensation structure to eliminate any discrepancies and ensure that both men and women are compensated fairly for their skills, experience, and performance. By fostering an inclusive and equitable work environment, we aim to support the growth and development of all employees, regardless of gender. Following is the gender pay gap calculated:
Mean Gender Pay Gap: 23.6%
Median Gender Pay Gap: 20.4%
CONTIRBUTION TO THE NATIONAL/PROVINCIAL EXCHEQUER
The Company made a total contribution of Rs. 1,366 million (2024: Rs 947.375 million) to the government treasury in the form of income tax, sales tax, excise duty and levies.
DIVIDEND
The Directors have not recommended any dividend for the year ended September 30, 2025, due to the financial constraints and losses suffered by the Company during the year.
EXTERNAL AUDITORS
The present Auditors, M/s ShineWing Hameed Chaudhri & Co., Chartered Accountants, Lahore, retire at the conclusion of forthcoming Annual General Meeting and being eligible, have offered themselves for reappointment. As suggested by the Audit Committee in terms of the Code of Corporate Governance, the Board of Directors has recommended their appointment as Auditors of the Company for the year ending September 30, 2026.
STATUS OF THE COMPANY
In the light of the directions of the Securities and Exchange Commission of Pakistan, the Company has been treated as a subsidiary of The Premier Sugar Mills & Distillery Company Limited with effect from the financial year 2010.
COMPLIANCE WITH THE CODE OF CORPORATE GOVERNANCE
The requirements of the Code of Corporate Governance set out by SECP in Listed Companies (Code of Corporate Governance) Regulations, 2019, relevant for the year ended September 30, 2025 have been duly complied with. A statement to this effect is annexed with the report.
ACKNOWLEDGEMENT
The Directors would like to express their gratitude for the hard work and dedication displayed by Staff and the Executives of the Organization and the valuable support of our Bankers.
Finally, the Board wishes to thank the valued shareholders for their patronage and confidence reposed in the Company and consistent support in the present challenging scenario.
FOR AND ON BEHALF OF THE BOARD
DIRECTOR CHIEF EXECUTIVE/DIRECTOR
Mardan:
January 05, 2026
ڈٹیمل زلم رگوشٹروپر زٹر کیرئاڈ
ہمشچلاس ےلاو ےنوہ متخ وک 2025 ربمتس 30 روا ٹروپر زرٹکیرئاڈ یک ینپمک ےس یشوخ زرٹکیرئاڈ ےک ڈٹیمل زلم رگوش ہمشچ ۔ںیہ ےہر رک شیپ تانایب یتایلام ہدش ٹڈآ ےک
ربوتکا مکی راوادیپ یتراجت ینپا ےن سا روا یئوہ ڈرٹسجر وک 1988 یئم 5 ںیم ناتسکاپ ("ینپمک") ڈٹیمل زلم رگوش ہمشچ یرایت ،گنسیسورپ ،راوادیپ ،یرایت یک تاعونصم ہقلعتم رگید روا مدنگ ،ینیچ رپ روط یداینب ینپمک ۔یک عورش ےس 1992 ۔ےہ فورصم ںیم تخورف روا
جئاتن یلام ہصالخ .1
- :ںیہ لیذ جرد جئاتن یلام ےک ینپمک ےیل ےک لاس سا
2025 2024
پ ور رازہ لہپ ےس سکیٹ مکنا روا سکیٹ وینویر (ناصقن)
(3,512,985) | (3,813,820) | یویل - سکیٹ مکزا مک- |
(218,490) | (390,371) | لہپ ےس سکیٹ مکنا (ناصقن) |
(3,731,475) | (4,204,191) | نشیسکیٹ - |
782,885 | 1,566,943 | |
دعب ےک سکیٹ (ناصقن) | ||
(2,984,590) ------- پ ور--- ---- | (2,637,248) | (Rs) التپ روا یداینب - ٹر یش فی (ناصقن) |
(102.77) | (91.92) |
برا 2.95 ناصقن صلاخ دعب ےک سکیٹ ںیم سج ،اہر گنجنلیچ ےیل ےک ینپمک لاس یلام الاو ےنوہ متخ وک 2025 ربمتس 30 یتموکح ینیقی ریغ رپ روط یداینب ناصقن ہدایز ۔اھت ناصقن اک ےپور برا 2.64 ںیم 2024 لاس یلام ہکبج ،اہر ےپور لسلسم رپ ںوتمیق یک تخورف روا ،ںیتمیق دنلب یک ےنگ ،ریخات روا ںویدنباپ ںیم ںوٹوک ہقلعتم روا تادمآرب یک ینیچ ،ںویسیلاپ ےک ینپمک ےس ںویرتہب نا نکیل ،یئآ یمک ںیم دوس حرش نارود ےک لاس روا یئوہ مک یئاگنہم ہچرگا ۔اوہ ےس ہجو یک ؤابد ۔یئآ ہن یرتہب ہدایز ںیم زنشیرپآ
برا 24.720 :2024 لاس یلام) ےپور برا 17.62 ےن نژیوڈ رگوش ۔یئآ یمک ںیم تخورف ںیم ںوبعش یرابوراک مامت تزاجا یدمآرب ،یمک یک دعب ےک تادمآرب وج ،ےہ مک ںیم ےلباقم ےک لاس ہتشزگ وج ،یک ٹروپر تخورف صلاخ یک (ےپور ےنگ وک ینیچ ہکنویک یئآ یمک یلومعم ںیم عفانم یعومجم ۔ےہ یترک یساکع یک ؤاھڑچ راتا ںیم ںوتمیق یکلم روا ،ریخات ںیم یک ےلباقم تخس نایمرد ےک زلم ےیل ےک ےنگ روا یرادیرخ یتقباسم یک ںولم یسوڑپ ،تلق یک ےنگ یئاقالع ،ںوتمیق دنلب یک ۔اہر اتاج ایک تخورف بیرق ےک سا ای رپ تگال یک راوادیپ ےس ہجو
یعومجم ںیم سج ،یک ڈراکیر تخورف صلاخ یک (ےپور برا 8.85 :2024 لاس یلام) ےپور برا 6.60 ےن نژیوڈ لوناھتیا ےس 2025 نوج 20 روا ،تگال ٹیرف روا ٹپ نا ہدایز ،ںیتمیق مک یک لوناھتیا یماوقالا نیب رپ روط یداینب یمک ںیم عفانم ۔یئوہ عقاو یمک ںیم حرش یک ہلدابت ےس ہجو یک یلطعم یک +GSP ےیل ےک تادمآرد لونھتیا
یک سج ،ایاھٹا ناصقن یعومجم اک ےپور نیلم 95 نکیل الاڈ ہصح ںیم تخورف صلاخ یک ےپور برا 1.69 ےن نژیوڈ رولف تموکح یئابوص روا تاجارخا گنلڈنیہ/یرادیرخ ہدایز ،نجرام ڈٹیلوگیر مک ںیم ےصرع یروبع ےک دعب ےک مامضنا ہجو یڑب ۔اوہ ےس ہجو یک ںویدنباپ یئابوصلا نیب رپ حطس یک
ےلباقم ےک عفانم گنٹیرپآ ےک ےپور نیلم 285 لاس ےلھچپ وج ،ایک ٹروپر ناصقن گنٹیرپآ اک ےپور نیلم 166 ےن ینپمک ہن ،یئآ ےس یراک ہیامرس ںیم ںودیسر ٹزاپڈ مرٹ رت ہدایز ہی نکیل ،یئگ ھڑب کت ےپور نیلم 992 یندمآ رگید ہچرگا ۔اھت ںیم ولف شیک نکیل ،ےئگ ہر ےپور برا 3.35 رک وہ مک ےس ےپور برا 4.10 تاجارخا یتایلام ۔ےس ںویمرگرس یرابوراک ماع ہک تہب تاجارخا ہی ےس ہجو یک راصحنا یراھب رپ ںوضرق یتدم لیلق ےیل ےک ماظتنا ےک ںویلوصو ہدش ریخات روا ؤابد ےک ۔ےہر ہدایز
رپ ںوتمیق ،ںویسیلاپ عقوتم ریغ ےبعش یرابوراک ےک ینپمک ،دوجواب ےک یرتہب ھچک ںیم تشیعم عیسو ،رپ روط یعومجم ۔ےہر ےترک انماس اک زجنلیچ نیگنس ےس ہجو یک تاجارخا یتایلام ہدایز روا ،لورٹنک
ہزئاج اک زنشیرپآ ںایکلھج یلمع
.2
-2.1
2025-2024 | 2024-2023 | لیصفت |
2023 ،ربمون 27 | یئوہ عورش خیرات یک ےنلچک | |
2024 ،ربمون 21 | 2024 ،چرام 06 | دنب خیرات یک ےنلچک |
2025 ،چرام 03 | 1,726,610 | زنوٹ ۔میا - گنشرک |
1,484,965 | %9.94 | یروکیر زورکوس |
%9.74 | 171,591 | M. Tons - راوادیپ یک ینیچ |
144,314 | 34,443 | M. Tons - راوادیپ یک ٹنالپ لویف لوناھتیا |
34,759 | 0 | M.Ton ےس 2025 نوج 10) - راوادیپ یک مدنگ |
23,561 | (کت 2025 ربمتس 30 |
(یراج) 26-2025 نزیس گنشرک -2.2
،ےہ اید لچک انگ نٹ 563,491 ےن ںولم نا ۔اوہ عورش وک 2025 ربمون 15 نزیس اک ےنلچک ےک ےنگ ےیل ےک 26-2025 ۔ےہ یراج راوادیپ یک ینیچ نٹ 55,618 کت 2026 یرونج 04 ںیم ےجیتن ےک سج
1.213 ہبقر ڈراکیر اک تشاک یک ےنگ رپ روط یعومجم ہکنویک ،اوہ عورش ھتاس ےک تاعقوت دنلب نزیس رگوش اک 26-2025 ،ایک مک وک راوادیپ یلاو ےنرک رثاتم وک باجنپ یبونج ےن تالاح یمسوم بارخ روا ناصقن ےک بالیس ہچرگا ،اھت رٹکیہ نیلم ینیچ لک ہکبج ،ےہ نٹ نیلم 85-77 ہزادنا اک راوادیپ یک ےنگ ،اتجیتن ۔ےئوہ ںیہن رثاتم باجنپ یلامش روا اوخنوتخپ ربیخ نکیل ۔ےہ عقوتم نایمرد ےک نٹ کرٹیم نیلم 6.6 ےس 6.15 راوادیپ یک
سئارپ رگوش .3
یہر دنلب ںیتمیق یک ینیچ یکلم ۔ےہ اہر رک انماس اک زجنلیچ نیگنس ےک یسیلاپ روا ںوتمیق یھب با رٹکیس رگوش اک ناتسکاپ لم سکیا ںیم طسو ےک 2025 ہکنالاح ،ےہ یتہر نایمرد ےک مارگولک یف ےپور 190 ےس 170 رثکا سٹیر لیٹیر ںاہج ،ںیہ ںوتمیق ےن تامادقا یتاج ہطباض ےس ریخات روا یزودنا ہریخذ ،ذافن روزمک ۔اھت ایگ ایک نالعا اک مارگولک یف ےپور 165 تمیق ۔ےہ اوہ ادیپ ؤاھڑچ راتا لسلسم ںیم ٹیکرام ںیم ےجیتن ےک سج ،ےہ اید رک دودحم وک تیرثؤم یک لورٹنک رپ
سج ،ید تزاجا یک تادمآرب یک ینیچ نٹ کرٹیم 765,000 ابیرقت راو ہلحرم ےن تموکح ،نارود ےک 25-2024 لاس یلام ںوتمیق یملاع روا یفاضا رپ روط یئادتبا وک تادمآرب ہچرگا ۔اوہ ادیپ ہلدابمرز یکلم ریغ دئاز ےس رلاڈ یکیرما نیلم 400 ےس الخ ںیم یدنب ہبوصنم یسیلاپ ےن یروظنم یک تادمآرد روا ںویدنباپ ںیم دعب رپ تادمآرب نکیل ،اھت ایگ ایک روظنم قباطم ےک ۔اید اھڑب وک لاحتروص ینیقی ریغ ےیل ےک تعنص روا
