Chenab LimitedPSX: CHBL

Transmission of Annual Report for the Year Ended June 30, 2025

· Issued by Chenab Limited


CONTENTS

Company Information 02

About Us 03

Vision and Mission Statements 04

Global Certification 04

Chairman's review 05

Gender Pay Gap Statement 06

Financial Highlights 07

Notice of Annual General Meeting 08

Director's Report to the Members 09

Director's Report in Urdu 13

Independent Auditor's Review Report to the Members on Statement of Compliance

with the Listed Companies (Code of Corporate Governance) Regulations, 2019 17

Statement of Compliance

with the Listed Companies (Code of Corporate Governance) Regulations, 2019 18

Independent Auditor's Report to the Members 21

Financial Position 28

Profit & Loss Account 30

Statement of Comprehensive Income 31

Cash Flow Statement 32

Statement of Changing in Equity 34

Notes to the Financial Statement 35

Pattern of Shareholding (Ordinary Shares) 72

Pattern of Share holding (Preference Shares) 74

Form of Proxy 75

COMPANY INFORMATION

BOARD OF DIRECTORS

Mian Muhammad Javed Iqbal (Chairman) Mian Muhammad L a t i f (Chief Executive Officer) Mr. Muhammad Naeem

Mr. Muhammad Farhan Latif Mr. Tariq Ayub Khan

Mr. Maqsood UI Hassan Mr. Muhammad Hashim

Mr. Muhammad Salman Javed

Mrs. Sobia Chughtai (Nominee Director)

CHIEF FINANCIAL OFFICER

Mr. Sadaquat Hussain

COMPANY SECRETARY

Mr. Muhammad Arshad

LEGAL ADVISOR

Mian Masroor Akbar (Advocate)

SHARE REGISTRAR

F.D. Registrar Services (Pvt.) Limited,

Office # 1705, 17th Floor, Saima Trade Tower-A,

I.I. Chundrigar Road, Karachi.

Tel :021-32271905-6/021-354 78192-3

REGISTERED OFFICE

Nishatabad, Faisalabad. Tel:+92 41 8754472-8

Fax:+92 41 8752400, 8752700

WEBSITE

Email:- chenab@chenabgroup.com Website:-https://www.chenabgroup.com

WORKS

  • Processing & Stitching Units - Nishatabad, Fsd.

  • Weaving Unit- Shahkot, Distt: Nankana Sahib.

    BANKS

    Allied Bank Limited. Askari Bank Limited.

    Al Baraka Bank (Pakistan) Limited. Bank Islami Limited.

    Citibank, N.A. Faysal Bank Limited.

    First Credit & Investment Bank Limited. First National Bank Modaraba.

    First Punjab Modaraba. Habib Bank Limited.

    Habib Metropolitan Bank Limited. MCB Bank Limited.

    National Bank of Pakistan.

    Orix Leasing (Pakistan) Limited.

    Pak Oman Investment Company Limited.

    Pak Kuwait Investment Company (Pvt.) Limited. Pak Libya Holding Company (Pvt.) Limited.

    Saudi Pak Industrial & Agricultural Investment Company (Pvt.) Ltd.

    Standard Chartered Bank (Pakistan) Limited.

    The Bank of Punjab. United Bank Limited.

    AUDIT COMMITTEE

    Mr. Tariq Ayub Khab - Chairman Mr. Muhammad Hashim - Member Mr. Muhammad Salman Javed - Member

    HUMAN RESORCE & REMUNERATION COMMITTEE

    Mr. Maqsood ul Hassan - Chairman Mr. Muhammad Naeem - Member Mr. Muhammad Salman Javed - Member

    AUDITORS

    RSM Avais Hyder Liaquat Nauman Chartered Accountants.



    ABOUT US

    The Chenab Limited started its business as Private Limited Company in 1985 and subsequently converted into Public Limited Company. Thereafter in the year 2004 Preference Shares and in 2005 Ordinary Shares were listed on Pakistan Stock Exchange Limited.

    Chenab Limited is amongst the largest vertically integrated Textile setups in Pakistan having production facilities in all sectors of Textile Industry from Processing, Printing, Finishing, Cut and Sewn process and provides employment opportunities to large number of families. Chenab is engaged in manufacturing and export of supreme quality of Home Textile and Garments. The company sells its products all over the world .Where it has become a leader in exporting high end quality Products.

    In order to utilize Production capacity on maximum level it is engaged in toll manufacturing of fabrics in the local market.

    Our HR philosophy is to provide a conductive environment with a special focus on career development and making our employees enable to deal with challenges of today and tomorrow.

    Vision

    To be a competitive and customer focused organization with continuing commitment to excellence and standards.

    Mission Statement
    • To be the business house of first choice for customers.

    • To be a change leader.

    • To produce innovative, relevant and cost effective products.

    • Setting and maintaining high standards.

    • To earn profits by achieving optimum level of production by using state of are technologies.

    • To provide ideal working conditions to employees and to take care in their career planning and reward them according to their skill and responsibility.

    • To meet social and cultural obligations towards society being a patriotic and conscientious corporate citizens.

Global Certification






Chairman's Review Report

It is my privilege to serve as Chairman of Board's of Directors of Chenab Limited.

I am pleased to present the Chairman's Review in Compliance with Section 192 of the Companies Act, 2017 on the overall performance of the Board of Directors and effectiveness of the role played by the Board in achieving the Company's Objectives.

For the financial year ended on June 30, 2025, the Board's overall performance and effectiveness has been assessed as Satisfactory. Improvements are an ongoing process leading to action plans. The above overall assessment is based on an evaluation of integral components, including vision, mission and values; engagement in strategic planning; formulation of policies; preparing outlines for risk management and internal controls; monitoring the organization's business activities; monitoring financial resource planning; effective fiscal oversight; equitable treatment of all employees and efficiency in carrying out the Board's responsibility. Our governance practices are fully aligned with applicable laws and regulations.

The Board of Directors of your Company received agendas and supporting written material including follow up materials in sufficient time prior to the board and its committee meetings.

At the end, I am thankful to our shareholders,employees and other stakeholders for their support and co-operation.



Mian Muhammad Javed Iqbal Chairman Board of Directors

GENDER PAY GAP STATEMENT

Chenab Limited is dedicated to guaranteeing equitable treatment and fair working conditions for all our employees. We offer equal opportunities and compensation packages to our female employees that are on par with what we provide to our male colleagues. Our commitment to gender diversity is evident at all organizational levels, including the representation of women on our Board of Directors.

As required under the SECP Circular No.10 of 2024, the following is Gender pay gap calculated for the year ended June 30, 2025.

  • Mean Gender Pay Gap -19.18%

  • Median Gender Pay Gap -44.26%

2025

2024 2023 2022 2021 2020

3,342,302,314 2,127,980,450 503,740,633 - -

(3,331,432,766) (2,099,844,515) (724,673,438) - -

10,869,548 28,135,935 (220,932,805) - -

(469,862,547) (277,985,958) (449,641,437) (144,480,491) (149,267,541)

(290,004,310) (383,551,685) (443,306,317) 1,019,812,487 (81,248,670)

(326,209,387) (405,140,530) (452,377,202) 999,742,641 (96,579,788)

2,389,566,598

(2,469,840,519)

(80,273,921)

(526,269,084)

(590,292,169)

(622,894,582)

9,076,879,986 9,168,196,248 9,615,704,320 9,651,578,837 9,729,874,102

- - - 169,522,097 171,248,441

491,733,640 502,445,387 559,975,280 873,060,285 889,195,976

13,418,150 13,418,150 13,418,150 11,738,715 11,738,715

9,582,031,776 9,684,059,785 10,189,097,750 10,705,899,934 10,802,057,234

145,942,209 40,728,160 44,251,070 28,743,953 28,743,953

252,453,190 208,919,421 77,600,081 230,000 230,000

856,854,174 567,646,411 364,045,877 95,648,347 139,577,791

81,416,688 72,439,992 77,396,188 34,341,523 12,917,307

1,336,666,261 889,733,984 563,293,216 158,963,823 181,469,051

- 551,695,602 147,942,743 - -

10,918,698,037 11,125,489,371 10,900,333,709 10,864,863,757 10,983,526,285

284,000,000 70,000,000 - 4,344,992,444 4,344,992,444

75,226,124 544,542,043 726,220,500 3,855,894,245 3,557,894,245

1,455,829,821 1,319,026,251 1,335,677,822 1,040,371,780 2,154,526,358

1,815,055,945 1,933,568,294 2,061,898,322 9,241,258,469 10,057,413,047

9,103,642,092 9,191,921,077 8,838,435,387 1,623,605,288 926,113,238

9,060,905,658 9,047,568,382 8,914,786,727 1,350,079,426 1,653,575,144

42,736,434 144,352,695 (76,351,340) 273,525,862 (727,461,906)

0.33% 1% -44% - -

-10% -19% -90% - -

-3.40% -4.18% -4.44% 9% -1%

-763% -281% 592% 366% 13%

-2.84 -3.52 -3.93 8.49 -0.84

0.74 0.46 0.27 0.02 0.02

0.77 0.80 0.83 - 0.88 - 0.87 -

0.881 0.92 0.89 - 0.89 - 0.88 -

8,932,371,161

-481,450,363

13,418,150

9,427,239,674

114,948,800

174,841,332

496,436,738

56,704,004

842,930,874

-

10,270,170,548

182,200,000

627,562,602

1,382,831,135

2,192,593,737

8,077,576,811

8,630,208,880

(552,632,069)

-3.36%

-26%

-6.61%

113%

-5.42

0.38

0.81

0.878

Financial Highlights

Operational Performance

Sales

Cost of sales Gross Profit / (loss) Operating (loss)

(Loss) / profit before taxtion / levies (Loss) / profit after taxtion / levies

Financial Position

Property,Plant and equipments Right-of-use assets Investment property

Long term deposits Fixed capital expenditure

Current assets

Store,spare parts and loose tools stocks in trade

Other current assets

Cash and cash equivalents

Non current assets held for sale Total assets

Current liabilities

Short term bank borrowing

Currant portion of long term financing/lease liabilities

Other current liabilities

Net working capital Non-current liabilities

Shareholder's equity

Profitability analysis

Gross profit / (loss) to sale (%) Net (loss) / profit to sale (%) Return on Investment (%) Return on equity (%)

Earnings per share (Rupees)

Financial analysis

Current ratio (time)

Total Debt to Total Assets Total Debt to Fixed Assets

NOTICE OF ANNUAL GENERAL MEETING

Notice is hereby given that 41thAnnual General Meeting of the shareholders of the Company will be held at 11.30 A.M. on Friday the 21stNovember, 2025 at the Registered office of the Company at Nishatabad, Faisalabad to transact the following business:-

ORDINARY BUSINESS

  1. To confirm the Minutes of the last meeting dated January 28, 2025.

  2. To consider and approve the Annual Audited Financial Statements of the company for the year ended June 30, 2025 along with Directors and Auditors Reports thereon audited by M/s. RSM Avais Hyder Liaquat Nauman, Chartered Accountants, Faisalabad.

  3. The External Auditors, M/s. RSM Avais Hyder Liaquat Nauman, Chartered Accountants, Faisalabad retire and being eligible offers themselves for re-appointment. The Audit Committee and the Board has also recommended their re-appointment as External Auditors of the Company for the next financial year 2026 and fix their remuneration.

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

BY ORDER OF THE BOARD



FAISALABAD (MUHAMMAD ARSHAD)

OCTOBER 31, 2025 COMPANY SECRETARY

NOTES:

  1. The Share Transfer Books of Ordinary Shares of the Company will remain closed from November 14, 2025 to November 21, 2025 (both days inclusive). Transfers received in order by Company's Registrar, M/s. F.D. Registrar Services (Pvt) Ltd, Office No.1705, 17thFloor, Saima Trade Tower-A, I.I. Chundrigar Road, Karachi upto close of business hours on November 13, 2025 will be considered in time.

  2. A member entitled to attend and vote at the meeting may appoint a proxy to attend and vote instead of him/her at the meeting. Proxies must be deposited at the Company's Registered Office not less than 48 hours before the time for holding the meeting. A proxy must be a member of the company.

  3. Shareholders whose shares are deposited with Central Depository Company (CDC), or their Proxies are requested to bring their original Computerized National Identity Cards (CNICs) or Passports alongwith the Participants ID numbers and their account numbers at the time of attending the Annual General Meeting for verification.

  4. All other members should bring their Original CNICs for identification purpose.

  5. The shareholders are requested to notify the company immediately the change in their address, if any.

DIRECTORS REPORT TO THE MEMBERS

The directors are pleased to place before you the report and audited accounts of the company for the year ended June 30, 2025.

REVENUE

Sales and services revenue of Rs.2.389 billion has been earned during the year as compared to Rs.

3.342 billion.

FINANCIAL RESULTS

During the year, the company experienced lower revenue and higher losses as a result of a complicated global economic situation, uncertain geopolitical conditions, coupled with shortage of funds to meet the working capital requirement. A stronger rupee, rising raw material costs, higher energy tariffs, increase in advance turnover tax have also contributed to upsetting the entire cost structure and triggering continued losses.

The financial results for the year ended June 30, 2025, with comparative figures, are as follows:-

2025

Rupees

2024

Rupees

Sales

2,389,566,598

3,342,302,314

Cost of sales

2,469,840,519

3,331,432,766

Gross (loss) / profit

(80,273,921)

10,869,548

Operating expenses

Selling and distribution expense

121,699,275

129,644,441

Administrative expenses

324,295,888

351,087,654

445,995,163

480,732,095

Operating (Loss)

(526,269,084)

(469,862,547)

Other income

147,470,425

423,570,239

Finance cost

211,493,510

243,712,002

(Loss) for the year before levies and income tax

(590,292,169)

(290,004,310)

Levies

30,333,392

36,205,077

(Loss) for the year before income tax

(620,625,561)

(326,209,387)

Provision for taxation

(2,269,021)

-

(Loss) for the year

(622,894,582)

(326,209,387)

Earnings per share- Basic & diluted

(5.42)

(2.84)

TO RATIFY BOARD'S RESOLUTION (S)

To ratify the Board's resolutions passed by the Directors by way of circulation under clause 78 of the Articles of Association of the Company since the holding of the last meeting i.e 29-04-2025.

FUTURE PROSPECTS

The US tariffs imposed by the Trump administration on imports from China and, more recently on India have made Pakistani textiles exports more price-competitive in the American Market as US buyers seek alternatives to highly-taxed Indian and Chinese goods, Pakistan is positioned as one of the potential beneficiaries for sourcing textiles specially home textiles for which the company has significant capacity.

The banks of the company should provide sufficient financial limits for exports to allow the company to take advantage of this opportunity. The sponsors are already committed to inject funds in the company to meet the working capital requirements.

  1. ON GOING CONCERN

    The company has succeeded in paying all installments of the long term loan which have become due till 30-06-2025 as per the repayment schedule of the approved Scheme of Arrangement. As regards payment of installments for the next year the management has already requested their secured creditors for the sale of some other noncore assets of the company. The said sale of assets request is under active consideration by the secured creditors. The sale proceeds of these assets will be fully utilized toward forthcoming installments of long term loan.

    On top of injection of Rs.808.9 million till FY-2024, the sponsors till 30-09-2025 have further injected Rs.120.071 million fresh capital as directors' loan. In the years ahead, sponsors have further been keen to pump the funds in order to meet the working capital requirement of the company. The management is confident that its banks will also support the company by granting export based finance limits.

    We believe that all the above actions result in increased revenue and improved profitability and will allow us to overcome current challenges, capitalize on market opportunities, and ultimately secure the company's going concern status for the foreseeable future.

  2. EXPLANATION TO AUDITORS' OBSERVATIONS

    1. Residual preference shareholders, other than banking companies who had agreed to redeem their shares at face value, have opted to convert their shares into ordinary shares but the matter is pending with court. Reference Note.5.3 Therefore we could not calculate the diluted EPS.

    2. The management is of the view that deferred tax asset will be created and liability will be adjusted subsequently.

    3. The company circulated the confirmation letters to all parties selected by the auditor. The Company remained non-operational for a long period of time therefore some parties were not responding which was beyond our control.

    4. The company has properly disclosed the outstanding liability.

    5. The company is hopeful that it will receive the outstanding amount. The company's management is now following up with the customers for the recovery. Therefore, need no adjustment in these balances.

CORPORATE SOCIAL RESPONSIBILITY

Your company fully understands its corporate responsibility towards the society by providing equal Employment opportunities for persons with disabilities and financial support to its deserving employees, contributing considerable amount to the national exchequer, applying solution for energy conservation and environment protection.

PATTERN OF SHAREHOLDING

The pattern of shareholding as at June 30, 2025, including the information under the code of corporate governance for ordinary and non-voting cumulative preference shares, is annexed.

BOARD OF DIRECTORS

The election of directors for next term of three years took place on January 28, 2025. The number of directors remained the same as per last annual general meeting of the shareholders of company. Mr. Muhammad Faisal Latif has resigned from directorship on 24-07-2025 and in his place Mr. Muhammad Farhan Latif joined the board.

The Board appreciated the services of the outgoing director and welcome to the incoming director.

Similarly, Mr. Muhammad Naeem Chief Executive Officer (CEO) has resigned from the position of CEO

w.e.f. 24-09-2025 due to personal reasons and in his place the Board appointed of Mian Muhammad Latif (who has resigned from the post of Chairman) as Chief Executive Officer of the company for the remaining tenure and has given consent to act as CEO. To fill the resulting casual vacancy of Chairman the Board proposes appointment of Mian Muhammad Javed Iqbal (Non-Executive Director) as Chairman.

The Board appreciated the services of outgoing Chief Executive Officer and welcome to the incoming Chief Executive Officer.

BOARD MEETING

During the year under review six board meetings were held. Attendance by each director is appended below:-

S.No.

Name of Directors

No of Meetings Attended

1.

Mian Muhammad Latif

6

2.

Mian Muhammad Javed Iqbal

6

3.

Mr. Muhammad Naeem

6

4.

Mr. Muhammad Faisal Latif

6

5.

Mr. Tariq Ayub Khan

6

6.

Mr. Maqsood ul Hassan

6

7.

Mr. Muhammad Hashim

6

8.

Mr. Muhammad Salman Javed

6

9.

Mrs. Sobia Chughtai

6

AUDIT COMMITTEE

The board of directors in compliance to the code of corporate governance has constituted an audit committee consequent upon re-election of directors as below:-

(1) Mr. Tariq Ayub Khan

- Chairman

Independent Director

(2) Mr. Muhammad Hashim

- Member

Independent Director

(3) Mr. Muhammad Salman Javed

- Member

Non-Executive Director

The meetings of the audit committee were held at least once every quarter prior to approval of interim and final results of the company. The meetings were also attended by the CFO, Head of Internal Audit and External Auditors as and when it was required.

CODE OF CORPORATE GOVERNANCE

The statement of compliance with the best practice of the code of corporate Governance is annexed.

AUDITORS

The External Auditors, M/s. RSM Avais Hyder Liaquat Nauman, Chartered Accountants, Faisalabad retire and being eligible offers themselves for re-appointment. The Audit Committee and the Board has also recommended their re-appointment as External Auditors of the Company for the next financial year 2026 and fix their remuneration.

ACKNOWLEDGEMENT

The board of directors places on record its appreciation for the support of the shareholders, government agencies, and financial institutions.

For and on behalf of BOARD OF DIRECTORS



FAISALABAD

(MUHAMMAD FARHAN LATIF)

(MIAN MUHAMMAD LATIF)

October 31, 2025

(DIRECTOR)

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INDEPENDENT AUDITOR'S REVIEW REPORT

TO THE MEMBERS OF CHENAB LIMITED

Review Report on the Statement of Compliance contained in Listed Companies (Code of Corporate Governance) Regulations, 2019

We have reviewed the enclosed Statement of Compliance with the Listed Companies (Code of Corporate Governance) Regulations, 2019 (the Regulations) prepared by the Board of Directors of Chenab Limited (the Company) for the year ended June 30, 2025 in accordance with the requirements of regulation 36 of the Regulations.

The responsibility for compliance with the Regulations is that of the Board of Directors of the Company. Our responsibility is to review whether the Statement of Compliance reflects the status of the Company's compliance with the provisions of the Regulations and report if it does not and to highlight any non-compliance with the requirements of the Regulations. A review is limited primarily to inquiries of the Company's personnel and review of various documents prepared by the Company to comply with the Regulations.

As a part of our audit of the financial statements we are required to obtain an understanding of the accounting and internal control systems sufficient to plan the audit and develop an effective audit approach. We are not required to consider whether the Board of Directors' statement on internal control covers all risks and controls or to form an opinion on the effectiveness of such internal controls, the Company's corporate governance procedures and risks.

The Regulations require the Company to place before the Audit Committee, and upon recommendation of the Audit Committee, place before the Board of Directors for their review and approval, its related party transactions. We are only required and have ensured compliance of this requirement to the extent of the approval of the related party transactions by the Board of Directors upon recommendation of the Audit Committee.

Based on our review, nothing has come to our attention which causes us to believe that the Statement of Compliance does not appropriately reflect the Company's compliance, in all material respects, with the requirements contained in the Regulations as applicable to the Company for the year ended June 30, 2025.



Place: Faisalabad RSM AVAIS HYDER LIAQUAT NAUMAN



Date: 31-10-2025 CHARTERED ACCOUNTANTS UDIN: CR202510194wCcOpKmU0

STATEMENT OF COMPLIANCE

WITH LISTED COMPANIES (CODE OF CORPORATE GOVERNANCE) REGULATION, 2019

Name of Company: Chenab Limited

Year ended: June 30, 2025

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

  1. The total number of directors are 9 as per the following:-

    1. Male: 8

    2. Female: 1

  2. The composition of the Board is as follows:

    a)

    Independent Director

    3

    b)

    Other Non-executive Director

    2

    c)

    Executive Directors

    3

    d)

    Female Director (Non-executive Director)

    1

  3. The directors has confirmed that none of them is serving as a director on more than seven listed companies, including this company;

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

  5. The Board has developed a vision/mission statement,overall corporate strategy and significant policies of the company. The Board has ensured that complete record of particulars of the significant policies along with their date of approval or updating is maintained by the company. The board is determined to revisit all its policies and make necessary changes so to make such policies fulfill the mandatory requirements;

  6. 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;

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

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

  9. The following Directors have either obtained certificate of Directors. Training Program or are exempted from the requirement of Directors' Training Program as per the Listed Companies (Code of Corporate Governance) Regulations, 2019.

    1

    Mian Muhammad Latif

    2

    Mian Muhammad Javed Iqbal

    3

    Mr. Muhammad Naeem

    The undernoted Directors are in the process of obtaining certificate of Director Training program.

    1

    Mr. Tariq Ayub Khan

    2

    Mr. Maqsoodul Hassan

    3

    Mr. Muhammad Hashim

    4

    Mr. Muhammad Salman Javed

    5

    Mrs. Sobia Chughtai.

    6

    Mr. Muhammad Farhan Latif

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

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

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

    1. Audit Committee

      Sr.No.

      Name

      Portfolio

      Designation of committee

      1

      Mr. Tariq Ayub Khan

      Independent Director

      Chairman

      2

      Mr. Muhammad Hashim

      Independent Director

      Member

      3

      Mr. Muhammad Salman Javed

      Non-Executive Director

      Member

    2. HR and Remuneration Committee

    Sr.No.

    Name

    Portfolio

    Designation of committee

    1

    Mr. Maqsoodul Hassan

    Independent Director

    Chairman

    2

    Mr. Muhammad Naeem

    Executive Director

    Member

    3

    Mr. Muhammad Salman Javed

    Non-Executive Director

    Member

  13. The terms of reference of the aforesaid committees.

  14. The frequency of meetings of the committee were as per following;

    1. Audit Committee 4 quarterly meeting

    2. HR and Remuneration Committee 1 Annual meeting

  15. The Board has set up an effective internal audit function/ or has outsourced the internal audit function to who are considered suitably qualified and experienced for the purpose and are conversant with the policies and procedures of the company;

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

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

  18. We confirm that all requirements of regulations 3, 6,7, 8, 27, 32, 33 and 36 of the Regulations have been complied with; and

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

Regulation No

Explanation

10(A)

At present, the Board oversees Environmental, Social and Governance (ESG) matters and will comply with the requirements in due course.

19(2)

The Directors are under the process of obtaining requisite training.

29(1) & 30 (1)

At present, formation of nomination committee and risk management committee are under consideration of the Board.

35 (1)

The Company will post on its website key elements of its significant policies including diversity, equity and inclusion and protection against harassment at workplace in due course.

For and on behalf of BOARD OF DIRECTORS



(MIAN MUHAMMAD LATIF) (MUHAMMAD FARHAN LATIF) (CHIEF EXECUTIVE OFFICER) (DIRECTOR)



INDEPENDENT AUDITOR'S REPORT

To the members of Chenab Limited

Report on the Audit of the Financial Statements Qualified opinion

We have audited the annexed financial statements of Chenab Limited (the Company), which comprise the statement of financial position as at June 30, 2025, the statement of profit or loss, the statement of comprehensive income, the statement of changes in equity, the statement of cash flows for the year then ended, and notes to the financial statements, including material accounting policy information and other explanatory information, and we state that we have obtained all the information and explanations which, to the best of our knowledge and belief, were necessary for the purposes of the audit.

In our opinion, except for the effects of the matters described in Basis for Qualified Opinion section of our report, the statement of financial position, the statement of profit or loss, the statement of comprehensive income, the statement of changes in equity and the statement of cash flows together with the notes forming part thereof conform with the accounting and reporting standards as applicable in Pakistan and give the information required by the Companies Act, 2017 (XIX of 2017), in the manner so required and respectively give a true and fair view of the state of the Company's affairs as at June 30, 2025 and of the loss, other comprehensive income, the changes in equity and its cash flows for the year then ended.

Basis for Qualified Opinion

  1. The company had issued cumulative, redeemable preference shares of Rs.800 million (currently outstanding Rs. 500 million) containing put option (note 5) and has not complied with the requirement of IFRS-9 with respect to accounting treatment of Compound Financial instruments including in prior years, which constitutes a departure from the said IFRS. Preference shares with a put option carries the dilutive effect as per IAS 33 - Earnings per Share. The above mentioned accounting treatment restricts the true and fair presentation of the financial statements;

  2. The deferred tax liability of Rs. 432.75 million (2024: Rs. 784.93 million) has not been provided in the financial statements. Had the deferred tax liability been provided, the loss for the year would have been increased by Rs. 432.75 million (2024: Rs. 784.93 million) and accumulated loss by Rs. 432.75 million (2024: Rs.



    784.93 million);



  3. 'Trade creditors' of Rs. 213.32 million (2024: Rs. 242.58 million) million and 'Contract liabilities' of Rs. 26.67 million (2024: Rs. 6.79 million) under head "Trade and other payables" include old outstanding balances. We could not verify the liability through direct confirmations or by applying alternate audit procedures. The effect of adjustments, had the liability been verified, could not be determined;

  4. Security deposit includes an amount of Rs. 8.35 million (2024: Rs. 8.35 million) which has not been kept in a separate bank as required under section 217 of the Companies Act, 2017;

  5. Trade debts of Rs. 13.36 million (2024: Rs. 19.15 million) and Advances to suppliers of Rs. 34.12 million (2024: Rs. 26.49 million) respectively are long outstanding balances. These outstanding balances, in our opinion are impaired against which no provision has been made. Had the provision been made, the loss for the year would have been increased by Rs 47.48 million (2024: Rs. 45.64 million) and accumulated loss by Rs. 47.48 million (2024: Rs. 45.64 million).

We conducted our audit in accordance with International Standards on Auditing (ISAs) as applicable in Pakistan. Our responsibilities under those standards are further described in the Auditor's Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Company in accordance with the International Ethics Standards Board for Accountants' Code of Ethics for Professional Accountants as adopted by the Institute of Chartered Accountants of Pakistan (the Code) and we have fulfilled our other ethical responsibilities in accordance with the Code. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our qualified opinion.

Material Uncertainty relating to Going Concern

The Company suffered financial difficulties. These condition as set forth in Note 1.3, indicate the existence of a material uncertainty which may cast significant doubt about the company's ability to continue as a going concern. Our opinion is not modified in respect of this matter.

Key Audit Matters



Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of the current period. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.



In addition to matters described in the "Basis for Qualified Opinion" and "Material uncertainty relating to Going Concern" section of our report, we have determined the matters described below as the Key audit matters:

Key Audit Matter

How our audit addressed the key audit matter

Scheme of Arrangement under section 279 to 283 of the Company's Act, 2017

Refer to note 1.3 to the financial statements.

The Company had defaulted in making payments to its lenders (banks and financial institutions). One of the creditor approached Honorable Lahore High Court for winding up and the court ordered winding up of the company. The company filed an appeal before Honorable Supreme Court against the winding up order which was dismissed. The sponsors of the company filed scheme of arrangement before Lahore high court for compromise between the company and the creditors for reversal of winding up order.

The scheme of arrangement filed with the court involve significant judgments and estimates in relation to the future cash flows, rescheduling of existing loan and markup thereon, management plan about the turnaround policy of company to put it back on track for future operational improvement and compliance with the repayment of debt terms agreed in the scheme. The company's appropriate reclassification, disclosure and adjustments in respective account balances as required under the scheme of arrangement.

In this respect, we performed following audit procedures:

  • We have obtained and reviewed the copy of scheme of arrangement agreed between company as approved by the court and creditors and discussed the same with the Company's management;

  • We reviewed minutes of meeting whereby creditors formally agreed for revival of the company.

  • We have reviewed the appropriateness of the revival plan presented under the scheme.

  • We have reviewed the compliance with the terms of scheme of arrangement.

  • We have discussed the matter with the company's legal advisor about the outcome of the cases lodged by the lenders not agreed upon scheme of arrangement.



Key Audit Matter

How our audit addressed the key audit matter

Scheme of Arrangement under section 279 to 283 of the Company's Act, 2017

Due to significance of reclassified amounts, adjustments involved in the financial statements, inherent uncertainties with respect to the outcome of cash flows projected and implementation of turnaround policy, use of significant management judgments in preparing the scheme, we considered the reclassifications and adjustments required in respective account balances of the financial statements as per the scheme of arrangement as key audit matters.

For further information about reclassification and adjustments in respective account balances reference may be made to relevant notes in the financial statements.

  • We have reviewed the reclassification, disclosures and adjustments made in respective account balances in the financial statements as per scheme of arrangement.

Information Other than the Financial Statements and Auditor's Report Thereon

Management is responsible for the other information. The other information comprises the information included in the annual report, but does not include the financial statements and our auditor's report thereon.

Our opinion on the financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated.



If, based on the work we have performed, we conclude that there is a material misstatement in this other information; we are required to report that fact. We have nothing to report in this regard.



Responsibilities of Management and Board of Directors for the Financial Statements

Management is responsible for the preparation and fair presentation of the financial statements in accordance with the accounting and reporting standards as applicable in Pakistan and the requirements of Companies Act, 2017 (XIX of 2017) and for such internal control as management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, management is responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

Board of directors is responsible for overseeing the Company's financial reporting

process.

Auditor's Responsibilities for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs as applicable in Pakistan will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

As part of an audit in accordance with ISAs as applicable in Pakistan, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

  • Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

  • Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control.



  • Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

  • Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Company to cease to continue as a going concern.

  • Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

We communicate with the board of directors regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide the board of directors with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with the board of directors, we determine those matters that were of most significance in the audit of the financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor's report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Report on Other Legal and Regulatory Requirements

Based on our audit, we further report that in our opinion:



  1. proper books of account have been kept by the Company as required by the Companies Act, 2017 (XIX of 2017);



  2. the statement of financial position, the statement of profit or loss, the statement of comprehensive income, the statement of changes in equity and the statement of cash flows together with the notes thereon have been drawn up in conformity with the Companies Act, 2017 (XIX of 2017) and are in agreement with the books of account and returns;

  3. investments made, expenditure incurred and guarantees extended during the year were for the purpose of the Company's business; and

  4. no Zakat was deductible at source under the Zakat and Ushr Ordinance, 1980 (XVIII of 1980).

The engagement partner on the audit resulting in this independent auditor's report is

Hamid Masood.



RSM AVAIS HYDER LIAQUAT NAUMAN CHARTERED ACCOUNTANTS

Place: Faisalabad

Date: 31-10-2025



UDIN: AR202510194nEv04DwqY

2025

Rupees

1,200,000,000

800,000,000

1,150,000,000

500,000,000

1,071,913,086

4,814,039,268

526,409,752

(8,614,994,175)

(552,632,069)

7,468,611,421

53,638,778

744,656,836

300,000,000

63,301,845

8,630,208,880

1,378,669,987

366,071

3,795,077

182,200,000

627,562,602

-

2,192,593,737

-

10,270,170,548

STATEMENT OF FINANCIAL POSITION AS AT JUNE 30, 2025

Note

EQUITY AND LIABILITIES

SHARE CAPITAL AND RESERVES

Authorised capital

120,000,000 (2024: 120,000,000) ordinary

shares of Rs.10/- each

2024

Rupees

1,200,000,000

80,000,000 (2024: 80,000,000) cumulative

preference shares of Rs.10/- each

800,000,000

Issued, subscribed and paid up capital

115,000,000 (2024: 115,000,000) ordinary

shares of Rs. 10/- each fully paid in cash

4

1,150,000,000

Cumulative preference shares

5

500,000,000

Directors' loan

6

1,053,213,086

Surplus on revaluation of

property, plant and equipment

7

4,881,532,753

Capital reserves

8

526,409,752

Revenue reserves

9

(8,068,419,157)

42,736,434

NON-CURRENT LIABILITIES

Long term financing

10

8,079,014,160

Deferred revenue

11

54,883,483

Deferred interest / markup

12

576,692,432

Liabilities against redemption

of preference shares

5

300,000,000

Deferred liabilities

13

50,315,583

9,060,905,658

CURRENT LIABILITIES

Trade and other payables

14

1,448,751,213

Unclaimed dividend

366,071

Interest / markup payable

15

6,712,537

Short term bank borrowings

16

284,000,000

Current portion of :

Long term financing

10

75,226,124

Provision for taxation - income tax

36

-

CONTINGENCIES AND COMMITMENTS 17

1,815,055,945

-

10,918,698,037

The annexed notes from 1 to 45 form an integral part of these financial statements.

ASSETS

NON-CURRENT ASSETS

Note

2024

2025

Rupees

8,932,371,161

481,450,363

13,418,150

9,427,239,674

114,948,800

174,841,332

223,095,067

168,622,533

33,058,433

18,830,431

52,830,274

56,704,004

842,930,874

10,270,170,548

Rupees

Property, plant and equipment

Operating assets 18

Investment property 19

Long term deposits 20

CURRENT ASSETS

Stores and spares 21

Stock in trade 22

Trade debts 23

Loans and advances 24

Deposits and prepayments 25

Other receivables 26

Tax refunds due from government 27

Cash and bank balances 28

9,076,879,986

491,733,640

13,418,150

9,582,031,776

145,942,209

252,453,190

523,146,574

203,374,310

38,263,514

12,993,174

79,076,602

81,416,688

1,336,666,261

10,918,698,037



(MIAN MUHAMMAD LATIF) CHIEF EXECUTIVE OFFICER

(MUHAMMAD FARHAN LATIF) DIRECTOR

(SADAQUAT HUSSAIN)

CHIEF FINANCIAL OFFICER

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