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Board ofDirectors
2025
Muhammad Farooq Usmani Chairman & Director
Fakhruddin Usmani
CEO & Executive Director
Quamruddin Osmani Executive Director Mahmood Wali Muhammad Non-Executive Director Huma Javaid Independent Director
Kamran Ahmad
Independent Director
Board ofAudit Committee Chairman
Members
Muhammad Shazad Fakir Non-Executive Director
Kamran Ahmad
Muhammad Farooq Usmani Mahmood Wali Muhammad
Board ofHuman Resource Comminee
Chairman Members
Chief Financial Officer Company Secretary Bankers
Auditors
Shares Registrar
Registered Office
Mill at
Webside Email
Kamran Ahmad Quamruddin Osmani Muhammad Shazad Fakir
Ali Mubeen Hashmi
Ali Muhammad Usmani Habib Metropolitan Bank Ltd. HBL Islamic Bank Limited MIB Islamic Bank Limited National Bank ofPakistan FORV/S MAZARS M.F. & Co.
Chartered Accountants, Karachi.
F.D. Registrar Service Ltd
1705, 17th Floor, Saima Trade Tower-A
I. I. Chundrigar Road, Karachi-74000
97, Alliance Building, 2"dFloor, Moolji Street, Mereweather Tower, Karachi-74000.
D-9, S.I.T.E., Karachi.
https://www.hafiztm.com htm1951@hotmail.com
VISION AND MISSION STATEMENT
While keeping our fundamentals correct we shall build upon our recognition as a very good company known and established for our principled and honest business practices and continue to strive for high standards of quality to regain the reputation earned duly in last Seventy Four years.
We are committed to the higher expectations of our customers and through optimum utilization of available resources, make the Company viable and profitable so as to generate adequate profit to make reasonable returns on shareholders equity.
Company Information
CONTENTS
1
Vision & Mission Statement 2
Notice of Meeting 3-5
Chairman Review Report 6-7
Directore Report 8-13
Key Operation and Financial Results 14
Statement of Compliance with Code of Corporate Governance 15-16
Independent Auditors' Review Report 17
Independent Auditors' Report 18-21
Statement of Financial Position 22
Statement of Profit or Loss 23
Statement of Comprehensive Income 24
Statement of Change in Equity 25
Statement of Cash Flows 26
Notes to the Accounts 27-49
Pattern of Shareholding 50
Dividend Mandate Form 51
Form of Proxy 52
NOTICE OF ANNUAL GENERAL MEETING
Notice is hereby given that the 74th Annual General Meeting of shareholders of the HAFIZ LIMITED will be held Insha-Allah on Thursday, 23rd October, 2025 at 2:30 p.m. at the Registered Office of the Company, 97, Alliance Building, 2nd Floor, Moolji Street, Mereweather Tower, Karachi for the following purposes:
Ordinary Business:
To confirm the Minutes of last Annual General Meeting held on 24th October, 2024.
To receive, consider and adopt the Annual Audited Accounts of the company for the year ended 30th June, 2025 together with the Directors' and Auditors' reports thereon.
In accordance with Section 223 of the Companies Act, 2017, and pursuant to S.R.O. 389(I)/2023 dated March 21, 2023, the financial statements of the Company have been uploaded on the website of the Company which can be downloaded from the following web link and QR enabled code:
To approve as recommended by the directors, the payment of Cash Dividend @ 25% Rs.2.5/- per share for the year ended 30th June, 2025.
To appoint Auditors for the year ending 30th June, 2026 and to fix their remuneration.
Any Other Business:
To transact any other business of the Company with the permission of the Chair.
By order of the Board Ali Muhammad Usmani Company Secretary
Karachi:
1st October, 2025.
Notes:
1. Closure of Share Transfer Books:
The Share Transfer Books of the Company will remain closed from October 16, 2025 to October 23, 2025 (both days inclusive). Transfer received in order at our Share Registrar/Transfer agent, M/s. F.D. Registrar Services (Pvt) Ltd. 1705, 17th Floor, Saima Trade Tower-A, I.I. Chundrigar Road, Karachi-74000, at the close of business on October 15, 2025 will be considered in time for the purpose of above entitlement to the transferees.
2- Participation in the Annual General Meeting:
A member, who has deposited his/her shares into Central Depository Company of Pakistan Limited, must bring his/her participant's ID number and CDC account/sub-account number along with original Computerized National Identity Card (CNIC) or original Passport at the time of attending the meeting.
A member entitled to attend and vote at the Annual General Meeting may appoint another member as his/ her proxy to attend, speak and vote instead of him/her.
Members whose names appear in the Register of Members as of October 15, 2025, are entitled to attend and vote at the AGM. A member entitled to attend and vote at the AGM is entitled to appoint a proxy to attend, speak and vote for him / her.
Form of proxy, in order to be valid must be properly filled-in/executed and received at the registered office of the Company situated at 97, Alliance Building, 2nd Floor, Moolji Street, Mereweather Tower, Karachi not later than 48 hours before the time of the meeting.
Participation in the AGM through video conferencing:
To attend the AGM through video-conferencing facility, members are requested to register themselves by providing the following information through email at htm1951@hotmail.com at least forty-eight (48) hours before the AGM:
Name of Member; (ii) CNIC / NTN No.; (iii) Folio No. / CDC IAS No.; (iv) Cell No.; and (v) Email Address.
Members will be registered, after necessary verification as per the above requirement and will be provided link via email
E-Voting/ Postal Ballot:
The shareholders are allowed to exercise the right of votes through e-voting/ballot, subject to the provision of companies act 2017 and companies postal ballot regulation 2018, if the number of person offered themselves to be elected is more than the number of directors are fixed under section 159(1) of the companies act 2017
Payment of Cash Dividend Electronically (E-Dividend Mechanism):
As per provision of Section 242 of Companies Act, 2017 any dividend payable in cash shall only be paid through electronic mode directly into the bank account designated by the entitled shareholders and SECP vide S.R.O.1145(I)/2017 (as amended) directed all shareholders to provide their valid International Bank Account Numbers (IBAN) to receive cash dividend electronically. The shareholders are hereby advised to provide details of their bank mandate specifying: (i) Title of Account, (ii) IBAN, (iii) Bank Name,
(iv) Branch Name and Address to the Company's Share Registrar, shareholders who hold shares with Participants/CDC are advised to provide the mandate to the concerned Broker /Participant /CDC Investor account services.
Change in Address
Members holding shares in physical form are requested to promptly notify Share Registrar of the Company of any change in their addresses. Shareholders maintaining their shares in electronic form should have their address updated with their participant or CDC Investor Accounts Service.
Submission of Copies of CNIC (Mandatory):
Pursuant to the Notification SRO.275(I)/2016 dated March 31, 2016 read with S.R.O.19(I)/2014 dated January 10, 2014 and SRO.831(I)/2012 dated July 5, 2012 of the Securities & Exchange Commission of Pakistan (SECP), Dividend Warrant(s) shall mandatorily bear the Computerized National Identity Card (CNIC) numbers of shareholders. Shareholders are therefore requested to fulfill the statutory requirements and submit a copy of their CNIC or NTN in case of corporate entities (if not already provid ed) to the Company's Share Registrar.
In case of non-availability of a valid copy of the Shareholders' CNIC in the records of the Company, the Company shall be constrained to withhold the Dividend Warrants, which will be released by the Share Registrar only upon submission of a valid copy of the CNIC in compliance with the aforesaid SECP directives.
Withholding Tax on Dividend:
Government of Pakistan through Finance Act, 2019, has made certain amendments in withholding tax provision by substituting th e definition of "Filers" with "Active Taxpayer List" (ATL), whereby the company is required to collect tax on dividend under Section 150 of the Income Tax Ordinance, 2001 from the person not appearing in the ATL at the rates specified in the Ordinance as increased by 100%. These tax rates are as under:
(a) For persons appearing in Active Taxpayer List 15%. (b) For persons not appearing in Active Taxpayer List 30%.
Shareholders who are filers, are advised to make sure that their names are entered into latest ATL provided on the website of FBR at the time of dividend payment, otherwise they shall be treated as person not appearing in ATL and tax on their cash dividend will be deducted at the rate of 30% instead of 15%.
For Joint Shareholders:
For shareholders holding their shares jointly as per the clarification issued by the Federal Board of Revenue, withholding tax will be determined separately as per status of their names appearing in the ATL for principal shareholder as well as joint-holder(s) based on their shareholding proportions. Therefore, all shareholders who hold shares jointly are required to provide shareholding proportions of principal shareholder and joint-holder(s) in respect of shares held by them to our Share Registrar in writing as follows:
Company Name
Folio/CDS Account #
Total Shares
Principal Shareholder
Joint Shareholder
Name and CNIC #
Shareholding
Proportion (No. of Shares)
Name and CNIC #
Shareholding
Proportion (No. of Shares)
The required information must reach our Shares Registrar within 10 days of this notice; otherwise, it will be assumed that the shares
are equally held by Principal shareholder and Joint Holder(s).
Corporate shareholders having CDC accounts are required to have their National Tax Number (NTN) updated with their respective participants, whereas corporate physical shareholders should send a copy of their NTN certificate to the company or Registrar of company. Shareholders while sending NTN or NTN certificates, as the case may be, must quote company name and their respective folio numbers. Without the NTN company would not be in a position to check filer status on the ATL and hence higher tax of 30% may be applied in such cases.
Transmission of Audited Financial Statements / Notices Through E-mail:
As notified by the SECP vide SRO.787(I)/2014 dated September 8, 2014, all listed companies are allowed to circulate audited financial statements along with notice of annual general meetings to its shareholders through their e-mail addresses subject to written consent of the shareholders.
Shareholders of the company who wish to receive audited financial statements, notice of general meetings and other financial reports through e-mail are requested to fill the required information on the form is as under:
Name of Shareholder
Folio / CDC Account Number
Email Address (requested to notify immediately for any change)
Contact Number.
CNIC Number (Attach visible & valid copy)
Signature of the Shareholder
The above duly filled form may please be send to Share Registrar of the Company.
- Deposit of Physical shares into CDC Account
The shareholders having shares in physical form are advised to open CDC sub-account with any of the brokers or Investor Account directly with the CDC, to place their shares in scrip-less form, this will facilitate them in many ways including safe custody and sale of shares at any time they want, as the trading of physical shares is not permitted as per existing regulations of Pakistan Stock Exchange Limited.
Further, Section 72 of the Act states that after the commencement of this Act from a date notified by the Commission, a company having share capital, shall have shares in book-entry form only. Every existing company shall be required to replace its physical shares with book-entry form in a manner as may be specified and from the date notified by the Commission, within a period not exceeding four years from the commencement of this Act.
- Form of Proxy is enclosed.
It is an honor to present the Chairman's Review Report to the stakeholders of (the "Company") on the overall performance of the Board of Directors (the "Board") for the year ended June 30, 2025.
During the year, Hafiz Limited continued to maintain compliance with the Companies Act, 2017, and the Listed Companies (Code of Corporate Governance) Regulations, 2019. The Company ensured that meetings of the Audit Committee and HR & Remuneration Committee were conducted effectively, while annual evaluation of the Board and its members was carried out in accordance with governance requirements.
Enhanced governance regulations require the Company to maintain stricter oversight and documentation, increasing compliance vigilance, but ensuring long-term transparency.
Despite the challenging political and economic environment in Pakistan, the Board remained actively engaged with management, reviewing strategies, performance, and sustainability measures on a regular basis. By the Grace of Almighty Allah, Hafiz Limited has continued to progress, focusing on prudent management and feasible strategies to strengthen its position.
The Board is committed to ensuring that the Company remains sustainable in the long term by assisting management in executing operations aligned with approved strategies and governance principles.
On behalf of the Board, I extend my sincere gratitude to our shareholders for their trust, our management and employees for their dedication, and all stakeholders for their continued support in strengthening Hafiz Limited.
Karachi:
1st October, 202.5.
Muhammad Farooq Usmani
Chairman
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DIRECTORS REPORTTo start with the name of Almighty Allah - the most Gracious, and Merciful, and blessing upon our beloved Prophet Peace be upon him. The Board of Director of Hafiz Limited are pleasure to present the 74th Annual Report together with the audited financial statements of your company and auditor's report thereon for the year ended June 30, 2025.
Operating Results
2025
(Rupees)
2024
(Rupees)
Net profit before taxation
63,169,913
43,420,157
Taxation
10,275,762
7,438,604
Net profit after taxation
52,894,151
35,981,553
Appropriation:
Proposed Final Dividend 25% (2024:25%)
3,000,000
3,000,000
Earnings per share
44.08
29.98
Review:
By the grace of Almighty Allah, the current year, despite some volatile political and economic scenarios, the company report some good and sustained profit. The company is incorporating every possible and calculated effort to expand its business as the company is privilege to be among one of the oldest unit in Pakistan.
As the various internal and external economic indicators are bit under uncertain pressure, along with geopolitical situation is also a matter of evaluation, which has some impact on Pakistan economy as well. The oil price fluctuation, and International Monetary Fund reviews, high rates of electricity tariff are having major impact, whereas some good prospect like reducing policy rates, and some sort of stability in Rupee value has some neutral impact. These all scenarios are under a limelight for company evaluation, along with some other factors as well to decide the expansion plan. Your company is in collaboration as a member on different forums to work of feasible dimensions to expand the business.
Economic and Market Overview:
The economic environment in Pakistan during FY2025 reflected signs of stabilization despite underlying structural and political challenges. The Consumer Price Index (CPI) inflation recorded a notable decline compared to the previous year, driven by favorable base effects, but as of global uncertainty and devastating flood in Pakistan, so stability might get effected by change in inflation. The State Bank of Pakistan reduced policy rate to 11% to balance inflation control with economic growth objectives.
The Pakistani Rupee demonstrated relative stability against the US Dollar during much of the year, although external account pressures and global uncertainties suggest continued caution going forward. This stability has provided businesses, including Hafiz Limited, with a more predictable cost base.
Performance of Hafiz Limited:
Despite a challenging environment, Hafiz Limited sustained its operations during FY2025. The Company's revenue streams remained focused on rental income and stock market investments, while maintaining strict financial discipline.
No interest-bearing loans were undertaken in accordance with the Company's Shariah-compliant financing principles. The Board and management adopted a conservative approach, emphasizing liquidity management, cost control, and risk mitigation.
Nature of Business and Changes During the Year:
The Company's core operations remained focused on rental income and investment activities. No change occurred in the nature of the business during FY2025. The Company's industrial operations remain closed, consistent with prior years, while management continues to monitor opportunities for diversification in the future.
Material Changes Affecting Financial Position:
Other than the macroeconomic and market factors noted above, no material changes took place during FY2025 that significantly impacted the Company's financial position.
Directors' Remuneration:
During the year under review, the Company has paid remuneration to the Chief Executive, Directors, and Executives in accordance with the limits and approvals granted under the Companies Act, 2017 and as approved by the Board/Sharehold-ers. The remuneration structure has remained unchanged compared to the previous year.
No additional benefits, bonuses, or changes in the remuneration structure have been made during the year.
Internal Financial Controls:
The Board confirms that the Company's internal financial control framework is in place, functioning effectively, and has shown improvement during the year. Adequate checks and balances exist to safeguard the Company's assets and ensure the accuracy of its financial reporting.
Impact on Environment:
As the Company's operations are currently limited to rental income, the environmental impact of its activities remains minimal. However, the Company remains committed to adhering to sustainable practices wherever applicable.
Corporate Social Responsibility (CSR):
Hafiz Limited recognizes its responsibility toward society and contributed through donations to hospitals and social welfare institutions during the year. These efforts reflect the Company's commitment to supporting community welfare and social development.
Strategic Considerations:
In view of current market realities, Hafiz Limited continues to concentrate on stable revenue streams while preserving its financial strength. However, the Company's long-term vision remains anchored in its industrial heritage.
Once macroeconomic conditions stabilize, the Company intends to re-enter the industrial sector, leveraging its historic expertise in textiles and manufacturing to diversify operations and create sustainable shareholder value. This strategic flexibility ensures resilience in the present while preparing for long-term growth.
Risk Evaluation:
The Board recognizes that effective risk management is central to safeguarding shareholder interests and sustaining operations. Key risks identified during FY2025 include:
Economic Volatility - Inflationary pressures, high exchange rate risks, unstable electricity availability and price policy, global commodity price fluctuations etc. impact cost structures and investment outcomes.
Operational Risks - Dependence on rental income and stock market investments highlights the need for future expansion into industrial operations.
The Board continues to monitor these risks and has directed management to maintain a conservative approach to business operations and financial management.
Future Outlook:
Looking ahead, Hafiz Limited will continue to focus on operational efficiency and prudent financial practices. While rental and investment operations will remain the near-term priority, the Company's long-term strategy is to explore
re-entry into the industrial sector once conditions are favorable. By maintaining this balance between caution and preparedness, Hafiz Limited seeks to safeguard its present and build foundations for future growth.
Dividend:
The Board of Director of your company has announced the final dividend of 25% i.e., Rs.2.5/- per share for the year ended June 30, 2025 to the shareholders of the company.
Auditors:
The present Auditors M/s. Mazars M.F. & Co., Chartered Accountants retire and offer themselves for re-appointment. As suggested by the audit committee, the Board recommends their appointment as Auditors for the Company for the year ended June 30, 2026.
Pattern of Shareholding:
The detailed pattern of shareholding as required by the Companies Act, 2017 and the statement of compliance with code of corporate governance 2019 is enclosed.
Number of Board Meetings:
The statement showing the attendance of Directors in BOD meetings is as under:
Serial Number
Name of Directors
Number of BOD Meetings
Held
Attended
Leave
Granted
Resigned
/Appointment
1
Mr. Fakhruddin Usmani
5
5
0
2
Mr. Quamruddin Osmani
5
5
0
3
Mr. Muhammad Farooq Usmani
5
5
0
4
Mr. Mahmood Wali Muhammad
5
4
1
5
Mrs. Huma Javaid
5
1
4
6
Mr. Kamran Ahmad
5
5
0
7
Mr. Muhammad Shazad Fakir
5
4
1
Audit Committee, Human Resource Committees, Nomination Committee and Risk Management Committee: The board in compliance with the code of corporate governance has constituted the following committees comprising of the following members:
Audit Committee
Human Resource Committee
Mr. Kamran Ahmad
Chairman
Mr. Kamran Ahmad
Chairman
Mr. Muhammad Farooq Usmani
Member
Mr. Quamruddin Osmani
Member
Mr. Mahmood Wali Muhammad
Member
Mr. Muhammad Shazad Fakir
Member
Nomination Committee
Risk Management Committee
Mr. Mahmood Wali Muhammad
Chairman
Mr. Quamruddin Osmani
Chairman
Mr. Fakhruddin Usmani
Member
Mr. Fakhruddin Usmani
Member
Mr. Muhammad Shazad Fakir
Member
Mrs. Huma Javaid
Member
During the year under review, the committees have performed its function satisfactory and in accordance with the code of corporate governance.
Acknowledgement:
In the end, we pray Almighty Allah to guide us to select the project, which is not only feasible, but also transparent in nature. We also thank our stakeholders for being with us, and we ensure that the name HAFIZ will never let your trust down.
FOR AND ON BEHALF OF THE BOARD
Karachi: Fakhruddin Usmani
1st October, 2025. Chief Executive Officer
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Operating Results
2025
(Rupees)
2024
(Rupees)
Net profit before taxation
63,169,913
43,420,157
Taxation
10,275,762
7,438,604
Net profit after taxation
52,894,151
35,981,553
Appropriation:
Proposed Final Dividend 25% (2024:25%)
3,000,000
3,000,000
Earnings per share
29.98
44.08
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Serial Number
Name of Directors
Number of BOD Meetings
Held
Attended
Leave
Granted
Resigned
/Appointment
1
Mr. Fakhruddin Usmani
5
5
0
2
Mr. Quamruddin Osmani
5
5
0
3
Mr. Muhammad Farooq Usmani
5
5
0
4
Mr. Mahmood Wali Muhammad
5
4
1
5
Mrs. Huma Javaid
5
1
4
6
Mr. Kamran Ahmad
5
5
0
7
Mr. Muhammad Shaza. d Fakir
5 �
4
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Audit Committee
Human Resource Committee
Mr. Kamran Ahmad
Chairman
Mr. Kamran Ahmad
Chairman
Mr. Muhammad Farooq Usmani
Member
Mr. Quamruddin Osmani
Member
Mr. Mahmood Wali Muhammad
Member
Mr. Muhammad Shazad Fakir
Member
Nomination Committee
Risk Management Committee
Mr. Mahmood Wali Muhammad
Chairman
Mr. Quamruddin Osmani
Chairman
Mr. Fakhruddin Usmani
Member
Mr. Fakhruddin Usmani
Member
Mr. Muhammad Shazad Fakir
Member
Mrs. Huma Javaid
Member
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ز�ڈآ ہد�r M/s. تاراç M.F. ن� 30 ڈرE ،Y� s� � ċ � ٹڈآ � �� ۔�� �� ɧ L� S ىر� ہر.�ود T د� روا �� �� � s�
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KEY OPERATING & FINANCIAL RESULTS FROM 2020 TO 2025PARTICULARS
2025
2024
2023
2022
2021
2020
(Rupees in thousands)
Statement of Compliance with Listed CompaniesOPERATING DATA
Revenue
39,292
33,833
32,733
25,465
23,035
13,792
Operating Expenses
16,753
15,189
14,753
11,856
6,649
6,647
Opeerating Profit / (Loss)
22,539
18,644
17,980
13,609
16,386
7,145
Financial Charges
20
13
13
12
12
14
Gain on change in fair value of
investment property
23,892
18,227
13,502
11,848
9,714
14,103
Profit/ (Loss) Before Taxation
63,170
43,420
30,196
14,545
40,128
23,643
Profit/ (Loss) After Taxation
52,894
35,981
23,393
12,113
33,299
20,742
FINANCIAL DATA
Paid up Capital
12,000
12,000
12,000
12,000
12,000
12,000
Equity Balance
572,076
522,182
488,601
479,733
470,299
427,362
Long Term Loans
56,635
56,635
56,635
56,635
56,635
56,635
Non Current Assets
591,007
567,324
549,799
529,667
504,995
491,508
Current Assets
66,280
37,989
23,287
24,721
33,989
14,515
Current Liabilities
16,425
14,496
14,858
17,284
11,689
9,694
KEY RATIOS
Net Profit
134.6%
106.3%
71%
53%
71%
48%
Return on Capital Employed
3.66%
3.24%
3.22%
2.53%
3.39%
1.44%
Current Ratio
4.0
2.6
1.57
1.43
2.91
1.50
Earning per share (Rupees)
44.08
29.98
19.49
10.09
27.75
17.28
Cash Dividend
25.00%
25.00%
20.00%
20.00%
20.00%
20.00%
(Code of Corporate Governance) Regulations, 2019.
Name of company: HAFIZ LIMITED (the "Company")
For the year ended: 30th June, 2025.
The Company has complied with the requirements of the Listed Companies (Code of Corporate Governance) Regulations, 2019 (the Regulations) in the following manner:
The total number of directors are SEVEN as per the following:
Male: Six
Female: One
The composition of the Board is as follows:
Independent Directors Huma Javaid Kamran Ahmad
Other Non-executive Director Muhammad Farooq Usmani
Mahmood Wali Muhammad Muhammad Shazad Fakir
Executive Director Fakhruddin Usmani Quamruddin Osmani
The directors have confirmed that none of them is serving as a director on more than seven listed companies, including this Company.
The Company has prepared a Code of Conduct and has ensured that appropriate steps have been taken to disseminate it throughout the Company along with its supporting policies and procedures.
The Board has developed a vision/mission statement, overall corporate strategy and significant policies of the Company. The Board has ensured that complete record of particulars of the significant policies along with their date of approval or updating is maintained by the Company;
All the powers of the Board have been duly exercised and decisions on relevant matters have been taken by the Board / Shareholders as empowered by the relevant provisions of the Act and these Regulations.
The meetings of the Board were presided over by the Chairman and, in his absence, by a director elected by the Board for this purpose. The Board has complied with the requirements of Act and the Regulations with respect to frequency, recording and circulating minutes of meeting of Board.
The Board of Directors have a formal policy and transparent procedures for remuneration of directors in accordance with the Act and these Regulations.
The Company stands complied with the requirements of the Regulations with respect to Directors' Training. Two directors have certification under Directors' Training Program and four directors met criteria of exemption as allowed under the Regulations. The remaining Director would be attending the Directors' Training Program within the time limit as allowed under these Regulations.
The Board has approved appointment of chief financial officer, company secretary and head of internal audit, including their remuneration and terms and conditions of employment and complied with relevant requirements of the Regulations.
Chief Financial Officer and Chief Executive Officer duly endorsed the financial statements before approval of the Board.
The Board has formed committees comprising of members as given below:
Audit Committee (Name of members and Chairman)
Mr. Kamran Ahmad - Chairman (Independent Director)
Mr. Muhammad Farooq Usmani - Member
Mr. Mahmood Wali Muhammad - Member
HR and Remuneration Committee (Name of members and Chairman)
Mr. Kamran Ahmad - Chairman (Independent Director)
Mr. Quamruddin Osmani - Member
Mr. Muhammad Shazad Fakir - Member
The terms of reference of the aforesaid committees have been formed, documented and advised to the committees for compliance.
The frequency of meetings of the committee were as per following:
Audit Committee Four quarterly meetings were held during the financial
year ended June 30, 2025.
HR and Remuneration Committee One meeting was held during the financial year ended June 30, 2025.
The Board has set up an effective internal audit function. The Head of Internal Audit is considered suitably qualified and experienced for the purpose and is conversant with the policies and procedures of the Company.
The statutory auditors of the Company have confirmed that they have been given a satisfactory rating under the Quality Control Review Program of the Institute of Chartered Accountants of Pakistan (ICAP) and registered with Audit Oversight Board of Pakistan, that they and all their partners are in compliance with International Federation of Accountants (IFAC) guidelines on code of ethics as adopted by the Institute of Chartered Accountants of Pakistan (ICAP) and that they and the partners of the firm involved in the audit are not a close relative (spouse, parent, dependent, and non-depen-dent children) of the chief executive officer, chief financial officer, head of internal audit, company secretary or director of the company.
The statutory auditors or the persons associated with them have not been appointed to provide other services except in accordance with the Act, these regulations or any other regulatory requirement and the auditors have confirmed that they have observed IFAC guidelines in this regard.
We confirm that all requirements of regulations 3, 6, 7, 8, 27, 32, 33 and 36 of the Regulations have been complied with.
Karachi:
1st October, 2025.
Fakhruddin Usmani Chief Executive Officer
INDEPENDENT AUDITOR'S REVIEW REPORTTo the members of Hafiz Limited
Review Report on the Statement of Compliance contained in Listed Companies (Code of Corporate Governance) Regulations, 2019We 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 Hafiz Limited for the year ended June 30, 2025 in accordance with the requirements of Regulation No. 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 Compa-ny'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.
Mazars M. F. & Co. Chartered Accountants Place: Karachi
Date:1st October, 2025. UDIN:CR202510324xhKT3RBoA
Opinion:
INDEPENDENT AUDITOR'S REPORTTo the members of Hafiz Limited
Report on the Audit of the Financial StatementsWe have audited the annexed financial statements of Hafiz Limited (the Company), which comprise the statement of financial position as at 30 June 2025, and the statement of profit or loss, the statement of other 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 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 and to the best of our information and according to the explanations given to us, the statement of financial position, the statement of profit or loss, the statement of other 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 30 June 2025 and of the profit, other comprehensive income, the changes in equity and its cash flows for the year then ended.
Basis for Opinion
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 opinion.
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. Following are the key audit matters:
Following are the key audit matters:
Key audit matters
How our audit addressed the Key audit matters
1. Valuation of Investment Property
As at June 30, 2025, the Company held investment property amounting to Rs. 585.928 million, constituting 89.17% of the total assets, as disclosed in note 8 to the financial statements.
As described in note 5.3 to the financial statements, investment property is measured at fair value and accordingly revaluation gain of Rs. 23.891 million was recognized in statement of profit and loss and presented as a "revaluation gain on investment property".
Our procedures amongst others comprised of:
The Company's investment property valuation is performed by an independent qualified professional valuer. The land was valued on the basis of fair market rates for similar sized plots and the building was valued based on the estimated gross replacement cost, depreciated to reflect the residual service potential of the assets taking account the age, condition and obsolescence.
- Assessing the adequacy of the disclosures in the financial statements in respect of investment property.
We identified valuation of investment property as a key audit matter because of the significance of investment property to
the total assets of the Company and the estimation uncertainty and significant judgement involved in the valuation.
Evaluating the competence, capabilities and objectivity of the management's external valuer and obtaining an understanding of their scope of work and the terms of engagement;
Reviewing the valuation report prepared by the management's external valuer to understand the basis and methodology of valuation;
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 of 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.
The Board of Directors are 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 auditors' 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:
proper books of account have been kept by the Company as required by the Companies Act, 2017 (XIX of 2017);
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;
investments made, expenditure incurred and guarantees extended during the year were for the purpose of the Company's business; and
zakat deductible at source under the Zakat and Ushr Ordinance, 1980 (XVIII of 1980), was deducted by the Company and deposited in the Central Zakat Fund established under section 7 of that Ordinance.
The engagement partner on the audit resulting in this independent auditor's report is Muhammad Saqlain Siddiqui.
Mazars M.F & Co. Chartered Accountants Date: 1st October, 2025. Place: Karachi
UDIN: AR2025103248IvWzmJyn
STATEMENT OF FINANCIAL POSITIONAS AT JUNE 30, 2025
Note
2025 2024
--------------- (Rupees) ---------------
ASSETS
NON-CURRENT ASSETS
Property, plant and equipment
7
5,078,355
5,287,038
Investment property
8
585,928,809
562,037,201
Long-term investments
9
1
1
591,007,165
567,324,240
CURRENT ASSETS
Short-term investments
10
40,263,382
19,596,204
Stores and spares
11
-
-
Trade debts - unsecured
12
-
-
Trade deposits and advances
13
280,252
228,225
Taxation - net
3,572,005
4,204,490
Bank balances - current accounts
22,164,453
13,959,687
66,280,092
37,988,606
Net assets in Bangladesh
14
1
1
Total assets
657,287,258
605,312,847
EQUITY AND LIABILITIES
SHARE CAPITAL AND RESERVES
Authorized capital
2,000,000 (2024: 2,000,000) ordinary shares of Rs. 10/- each
20,000,000
20,000,000
Issued, subscribed and paid-up capital
15
12,000,000
12,000,000
Reserves
628,711,349
578,817,198
640,711,349
590,817,198
NON-CURRENT LIABILITY
Deferred liability - staff gratuity
16
150,681
-
CURRENT LIABILITIES
Trade and other payables
17
10,854,287
9,420,528
Unclaimed dividend
5,570,941
5,075,121
16,425,228
14,495,649
TOTAL EQUITY AND LIABILITIES
657,287,258
605,312,847
CONTINGENCIES AND COMMITMENTS
18
The annexed notes form an integral part of these financial statements.
Karachi:
1st October, 2025.
Ali Mubeen Hashmi
STATEMENT OF PROFIT OR LOSSFOR THE YEAR ENDED JUNE 30, 2025
Note
2025 2024
--------------- (Rupees) ---------------
Rental income
39,292,404
33,833,463
Administrative expenses
19
(16,753,475)
(15,189,420)
Fair valuation gain on investment property
8
23,891,608
18,226,646
Other charges
20
-
(1,640,634)
7,138,133
1,396,592
Other income
21
16,760,113
8,203,401
Operating profit
63,190,650
43,433,456
Finance cost - bank charges
(20,737)
(13,299)
Profit before income tax and final taxes
63,169,913
43,420,157
Final Taxes
22
(1,110,022)
(57,177)
Profit before income tax
62,059,891
43,362,980
Income tax
Current - For the year
Prior year
23
9,165,740
-
7,381,427
Deferred
-
(9,165,740)
(7,381,427)
Profit after income tax 52,894,151
35,981,553
------ (Rupees) -----
Basic and diluted earnings per share 44.08 29.98
The annexed notes form an integral part of these financial statements.
Karachi:
1st October, 2025.
Ali Mubeen Hashmi
STATEMENT OF OTHER COMPREHENSIVE INCOMEFOR THE YEAR ENDED JUNE 30, 2025
Note
2025 2024
--------------- (Rupees) ---------------
Net profit for the year 52,894,151 35,981,553 Other comprehensive income - -Total comprehensive income for the year 52,894,151 35,981,553
The annexed notes form an integral part of these financial statements.
Karachi:
1st October, 2025.
Ali Mubeen Hashmi
STATEMENT OF CHANGES IN EQUITYRESERVES
Capital
General
Interest free loan from Directors Note: 5.17
Unappropriated profit
Revaluation reserve for investment property
Gain on revaluation of investment at fair value through other comprehensive income
FOR THE YEAR ENDED JUNE 30, 2025
Issued,
subscribed
and paid-up
capital
Total equity
Balance as at June 30, 2023
12,000,000
56,634,905
117,190,747
371,752,394
(342,401)
557,235,645
Final dividend @ Rs 2/- per share for the year ended June 30, 2023
-
-
(2,400,000)
-
-
(2,400,000)
Net Profit for the year
-
-
35,981,553
-
-
35,981,553
Other comprehensive Income/loss
-
-
-
-
-
-
Total comprehensive income for the year
-
-
35,981,553
-
-
35,981,553
Balance as at June 30, 2024
12,000,000 56,634,905 150,772,300 371,752,394 (342,401)
590,817,198
Final dividend @ Rs 2.5/- per share for the year ended June 30, 2024
-
-
(3,000,000)
-
-
(3,000,000)
Net Profit for the year
-
-
52,894,151
-
-
52,894,151
Other comprehensive Income/loss
-
-
-
-
-
-
Total comprehensive income for the year
-
-
52,894,151
-
-
52,894,151
Balance as at June 30, 2025 12,000,000 56,634,905 200,666,451 371,752,394 (342,401) 640,711,349
The annexed notes from an integral part of these financial statements.
Karachi:
1st October, 2025.
Ali Mubeen Hashmi
STATEMENT OF CASH FLOWSFOR THE YEAR ENDED JUNE 30, 2025
2025 2024
--------------- (Rupees) ---------------
CASH FLOW FROM OPERATING ACTIVITIES
Profit before taxation
63,169,913
43,420,157
Adjustments for non-cash charges and other items:
Depreciation
926,777
1,045,867
Provision for gratuity
150,681
-
Gain on disposal of operating fixed assets
-
(114,975)
Loss/Gain on revaluation of short term investments
(16,615,541)
(7,406,006)
Unrealized gain on revaluation of investment property Other income
Finance cost
(23,891,608)
-20,737
(18,226,646)
-13,299
Decrease / (increase) in current assets
(39,408,954)
(24,688,461)
Trade deposits and advances
(52,027)
(66,935)
(Decrease) / increase in current liabilities
(52,027)
(66,935)
Trade and other payables
1,433,759
(763,353)
Cash generated from operations
25,142,691
17,901,408
Income tax paid
(9,643,277)
(7,232,259)
Gratuity paid
-
(992,320)
Finance cost paid
(20,737)
(13,299)
Net cash generated from operating activities
15,478,677
9,663,530
CASH FLOW FROM INVESTING ACTIVITIES
Fixed capital expenditure
(718,094)
(1,429,366)
Sale proceeds from disposal of fixed assets
-
1,200,001
Sale proceeds from disposal of short term investments
15,841,265
910,795
Investments made during the year
(19,892,901)
(4,007,358)
Net cash used in investing activities
CASH FLOW FROM FINANCING ACTIVITIES
(4,769,731)
(3,325,928)
Dividend paid
(2,504,180)
(1,999,052)
Net cash used in financing activities
(2,504,180)
(1,999,052)
NET INCREASE IN CASH AND CASH EQUIVALENTS
8,204,766
4,338,550
CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE YEAR
13,959,687
9,621,137
CASH AND CASH EQUIVALENTS AT THE END OF THE YEAR
22,164,453
13,959,687
The annexed notes form an integral part of these financial statements.
Karachi:
1st October, 2025.
Ali Mubeen Hashmi
NOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED JUNE 30, 2025
LEGAL STATUS AND NATURE OF BUSINESS
Hafiz Limited (the Company) was incorporated in 1951. The shares of the Company are listed on the Pakistan Stock Exchange Limited.
In previous years, the Company had changed the name and nature of its business. Previously, the principal activity of the Company was to deal in spinning of textile fibers and now the principal activity of the Company is to earn rentals on land and building.
Geographical location and address of business units
The registered office and business units of the Company is situated at 97, Alliance Building, 2nd Floor, Moolji Street, Mereweather Tower, Karachi.
STATEMENT OF COMPLIANCE
These financial statements have been prepared in accordance with the accounting and reporting standards as applicable in Pakistan. The accounting and reporting standards applicable in Pakistan comprise of:
International Financial Reporting Standards (IFRSs) issued by the International Accounting Standard Board (IASB) as notified under the Companies Act, 2017 (the Act);
Provisions of and directives issued under the Act
Where provisions of and directives issued under the Act differ from the IFRSs, the provisions of and directives issued under the Act have been followed.
BASIS OF MEASUREMENT
3.1
3.2
These financial statements have been prepared under the historical cost convention, except for certain investments which have been disclosed in the accounting policies below.
These financial statements are presented in Pak Rupees which is also the Company's functional currency.
SIGNIFICANT ACCOUNTING JUDGEMENTS, ESTIMATES AND ASSUMPTIONS
Estimates, assumptions and judgments are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under current circumstances. The Company makes estimates and judgments concerning the future. The resulting accounting estimates will, by definition, seldom equal the related actual results. The estimates and judgments that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are as follows:
determining the residual values, useful lives and impairment of property, plant and equipment
impairment of financial and non-financial assets
Allowance for expected credit loss
provision for tax and deferred tax
contingencies
Notes
7
5.18
12
23
18
MATERIAL ACCOUNTING POLICIES INFORMATION
Property, plant and equipment Operating fixed assets
These are stated at cost less accumulated depreciation / amortisation and impairment loss, if any.
Depreciation is charged to the statement of profit or loss applying the reducing balance method. Depreciation on additions is charged from the month asset is available for use and in case of deletion, up to the month preceding the month of disposal.
Maintenance and normal repairs are charged to statement of profit or loss as and when incurred. Major renewals and improvements are capitalized and the assets so replaced, if any, are retired.
An item of operating fixed assets and any significant part initially recognised is derecognised upon disposal or when no future economic benefits are expected from its use or disposal. Any gain or loss arising on derecognition of the asset (calculated as the difference between the net disposal proceeds and the carrying amount of the asset) is included in the statement of profit or loss when the asset is derecognised.
The residual values, useful lives and methods of depreciation of operating fixed assets are reviewed at each financial year end and adjusted prospectively, if appropriate.
Investment property
These are initially recognized at cost, which is the fair value of consideration given. Subsequently it is measured at fair value, any gain or loss arising from a change in the fair value of investment property is recognised in the statement of profit or loss for the period in which it arises.
If an item of property, plant and equipment becomes an investment property because its use has changed, any difference between the carrying amount and the fair value at the date of transfer is recognized in the statement of changes in equity as a revaluation reserve for investment property. However, if a fair value gain reverses a previous impairment loss the gain is recognized in the statement of profit or loss to the extent of impairment charged previously in the statement of profit or loss. Upon the disposal of such investment property, any surplus previously recorded in the statement of changes in equity is transferred to retained earnings, the transfer is not made through the statement of profit or
Stores and spares
These are valued at lower of cost, determined using weighted average method, and Net Realisable Value (NRV), less provision for obselete items (if any). Items in transit are valued at cost comprising purchase price, freight value and other charges incurred thereon upto the reporting date. Provision is made for items which are obsolete and slow moving and is determined based on management estimate regarding their future usability.
Trade debts
These are recognized and carried at original invoice amount being the fair value and subsequently measured at amortised cost. Provision is made on the basis of lifetime Expected Credit Losses that result from all possible default events over the expected life of the trade debts. Bad debts are written off when considered irrecoverable.
Loans, advances and deposits
These are initially recognised at cost, which is the fair value of the consideration given. Subsequent to initial recognition, assessment is made at each statement of financial position date to determine whether there is an indication that a financial asset or group of assets may be impaired. If such indication exists, the estimated recoverable amount of that asset or group of assets is determined and any impairment loss is recognised for the difference between the recoverable amount and the carrying
Cash and cash equivalents
For the purpose of cash flow statement, cash and cash equivalents comprise of cash in hand, bank balances and short-term investments with a maturity of three months or less from the date of acquisition net of short-term borrowings. The cash and cash equivalents are readily convertible to known amount of cash and are therefore subject to insignificant risk of changes in value.
Taxation Levy
In accordance with the Income Tax Ordinance, 2001, computation of final taxes is not based on taxable income. Therefore, as per IAS 12 Application Guidance on Accounting for Minimum Taxes and Final Taxes issued by the ICAP, these fall within the scope of IFRIC 21 / IAS 37 and accordingly have been classified as levy in these financial statements. The Statement of Profit or Loss is not being restated as the impact of restatement in prior year is immaterial to the financial statements.
Current
Charge for current taxation is based on taxable income at the current rates of taxation after taking into account tax rebates and credits available, if any.
Deferred
Deferred tax is provided using the statement of financial position liability method, on all temporary
differences at the statement of financial position date between the tax basis of assets and liabilities and their carrying amount for financial reporting purposes.
Deferred tax liabilities are recognised for all taxable temporary differences. Deferred tax assets are recognised for all deductible temporary differences, carry-forward of unused tax assets and unused tax losses, to the extent that it is probable that taxable profit will be available against which the deductible temporary differences, carry forward of unused tax assets and unused tax losses can be utilized.
The carrying amount of deferred tax assets is reviewed at each statement of financial position date and reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred income tax assets to be utilized. Unrecognised deferred tax assets are reassessed at each statement of financial position date and are recognised to the extent that it has become probable that future taxable profit will allow deferred tax asset to be recovered. The unrecognised deferred tax as at June 30, 2025 amounted to Rs. 1,159,398/- (2024: 1,562,935/-).
Deferred tax assets and liabilities are measured at the tax rates that are expected to apply to the period when the asset is realized or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted at the statement of financial position date.
Unclaimed dividend
The Company recognises unclaimed dividend which was declared and remained unclaimed by the shareholder from the date it was due or payable.
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