Haseeb Waqas Sugar Mills Ltd.PSX: HWQS

Transmission of Annual Report for the Year Ended 30-09-2025

· Issued by Haseeb Waqas Sugar Mills Ltd.

ANNUAL REPORT 2025

HASEEB WAQAS SUGAR MILLS LIMITED

Vision & Mission Statements

. THE VISION .

To be the leader in Sugar Industry by building the Companys’ image through quality improvement, customers’ satisfaction and by maintaining a high level of Ethical and Professional Standards through the Optimum use of Resources.

THE MISSION .

Endeavoring to be the market leader by enhancing market share and to conduct business in the best possible manner by using high level of Ethical and Professional Standards.
Seeking long term and good trading relations with customers and suppliers with fair, honest and mutually profitable dealings.
Building an excellent repute of our organization and to maintain high professional and ethical standards with eyes on the future.
Offering high quality products according to the highest international standards.
Continuous enhancement in shareholders’ value through teamwork and constant improvement in performance in all operating areas in a competitive business environment.
Providing congenial work environment, where employees are treated with respect and dignity and work as a team for common goals.
Contributing to the national economy by uplifting and skills diversification of the people through fulfillment of our social responsibilities.

1

Company Information

Board of Directors

  1. Mr. Raza Mustafa Chairman

  2. Mr. Abdullah Ilyas Director/Chief Executive

  3. Mian Waqas Riaz Director

  4. Mrs. Yasmin Riaz Director

  5. Mrs. Zainab Waqas Director

  6. Mrs. Shahzadi Ilyas Director

  7. Mrs. Zakia Ilyas Director

  8. Mian Abubakar Ijaz Director

Audit Committee Human Resource Committee

  1. Mian Waqas Riaz (Chairman) 1. Mian Waqas Riaz (Chairman)

  2. Mrs. Zakia Ilyas (Member) 2. Mrs. Zainab Waqas (Member)

  3. Mrs. Yasmin Riaz (Member) 3. Mrs. Zakia Ilyas (Member)

Risk Management Committee Nomination Committee

  1. Mr. Raza Mustafa (Chairman) 1. Mrs. Yasmin Riaz

  2. Mrs. Yasmin Riaz 2. Mrs. Zainab Waqas

    Company Secretary Chief Financial Officer

    Mr. Ansar Ahmed, FCA Syed Mubashar Hussain Bukhari

    Tel: 042-35917313 Tel: 042-35917313

    Email: cs@hwgc.com.pk Email: hwgc@hwgc.com.pk

    Auditors Registrar

    M/s Saeed Ul Hassan & Company Hameed Majeed Associates (Pvt.) Limited Chartered Accountants H. M. House, 7-Bank Square, Lahore 27-C, TAMC Building, 1st floor, M.M.

    Alam Road, Lahore

    Mills Registered Office

    Mouza Jagmal, Tehsil Jattoi 06-F, Model Town, Lahore

    District. Muzaffargarh Tel: 042-35917321-23 Fax: 042-35917317

    Website: https://www.hwgc.com.pk

    Bankers Legal Advisor

    National Bank of Pakistan Muhammad Ahsan Khan

    Sindh Bank Limited (Advocate) The Bank of Punjab

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HASEEB WAQAS SUGAR MILLS LIMITEDChairman's Review

A Review Report by the Chairman on Board's overall performance and effectiveness of role played by the Board in achieving the Company's objectives u/s 192 of the Companies Act 2017.

As required under the Code of Corporate Governance, an annual evaluation of the Board of Directors (the “Board”) of Haseeb Waqas Sugar Mills Limited (the “Company”) is carried out. The purpose of this evaluation is to ensure that the Board's overall performance and effectiveness is measured and benchmarked against expectations in the context of objectives set for the Company. Areas where improvements are required are duly considered and action plans are framed.

I am pleased to present the Annual Review for the year ended 30 September 2025:

  • The Board of Directors (“the Board”) of Haseeb Waqas Sugar Mills Limited, has performed their duties diligently in upholding the best interest of shareholders' of the Company and has managed the affairs of the Company in an effective and efficient manner.

  • The Board of Haseeb Waqas Sugar Mills Limited is highly professional and experienced people. They bring a vast experience including the independent director. All board members are well aware of their responsibilities and fulfilling these diligently.

  • The Board has adequate representation of non-executive and independent directors on the Board and its committees as required under the Code and that members of the Board and its respective committees has adequate skill experience and knowledge to manage the affairs of the Company;

  • The Board has ensured that the directors are provided with orientation courses to enable them to perform their duties in an effective manner. The Board unable arranged Directors Training Program for our Directors Mr. Abdullah Ilyas and Mian Abubakar Ijaz and the remaining directors meet the qualification and experience criteria of the Code.

  • The Board has formed an Audit and Human Resource and Remuneration Committee and has approved their respective terms of references and has assigned adequate resources so that the committees perform their responsibilities diligently.

  • The Board has ensured that the meetings of the Board and that of its committee were held with the requisite quorum, all the decision making were taken through Board resolution and that the minutes of all the meetings (including committees) are appropriately recorded and maintained.

  • The Board has actively participated in strategic planning process enterprise risk management system, policy development, and financial structure, monitoring and approval. All the significant issues throughout the year were presented before the Board or its committees to strengthen and formalize the corporate decision making process.

  • All the significant issues throughout the year were presented before the Board or its committees to strengthen and formalize the corporate decision making process and particularly all the related party transactions executed by the Company were approved by the Board on the recommendation of the Audit Committee.

  • The Board has ensured that the adequate system of internal control is in place and its regular assessment through self-assessment mechanism and /or internal audit activities.

  • The Board has prepared and approved the director's report and has ensured that the director report is published with the quarterly and annual financial statement of the Company and the content of the director’s report are in accordance with the requirement of applicable laws and regulation.

  • The Board has exercised its powers in light of the power assigned to the Board in accordance with the relevant laws and regulation applicable on the Company and the Board has always prioritized the Compliance with all the applicable laws and regulation in terms of their conduct as directors and exercising their powers and decision making.

  • The Board has ensured the hiring, evaluation and compensation of the Chief Executive and other key executives including Chief Financial Officer, Company Secretary, and Head of internal Audit.

  • The Board has ensured that adequate information is shared among its members in a timely manner and the Board members are kept abreast of developments between meetings.

I would like to place on record with thanks and appreciation to my fellow directors, shareholders, management and staff for their continued support in very challenging operating conditions. I look forward for more future success for the Company.

Lahore Raza Mustafa

08 January 2026 Chairman

DIRECTORS’ REPORT

FOR THE YEAR ENDED 30 SEPTEMBER 2025

The Directors of your Company take pleasure in presenting the Company’s 34th Annual Report and Audited Financial Statements for the year ended 30 September 2025 together with the Auditors’ Report thereon.

FINANCIAL INDICATORS

The financial results of your company for the year ended 30 September 2025 are summarized as follows:

For the year ended

30 September 2025 (Rupees)

2025

2024

Net Sales

-

-

Gross Profit/ (Loss)

(300,282,852)

(348,552,182)

Net Profit / (Loss) before tax

(315,644,611)

(370,452,717)

Net Profit (Loss) after tax

(245,105,056)

(296,846,127)

Basic Earning

(7.56)

(9.16)

The financial statements of the Company indicate that during the year, the Company incurred gross loss amounting to Rs.300.283 million accumulated losses amounting to Rs.(5,719.686) million, and its current assets by Rs.162.466 million. Furthermore, there has been no production activity in the company over the past few years. These conditions, alongwith other matters indicate the existence of a material uncertainty that may cast significant doubt on the company ability to continue as a going concern.

Audit Reports Observations

Management would like to submit that we are in the process of arranging funds to run the mills in the coming season & all audit observations would be resolved once mills are operational.

However our response to the audit observations is as under:

  • The Company’ plant and machinery, with carrying value of Rs.4.895 billion (representing 84% of total assets.), has been idle since operations ceased on September 30, 2018. Although the last revaluation was conducted in 2023, the company has not performed an annual impairment test or calculated the “value in use” as required by IAS 36. In the absence of current impairment assessment, we were unable to determine the extent of any further write-downs required to reflect the recoverable amount of these assets. We have provided evaluation of assets of company by approved PBA Evaluators, however, auditors of the company did not accepted the same. When the mills are operational this issue will resolved.

  • Gratuity Payable Rs.17.728 Million. Actuarial valuation not provided to support this balance. Since unit is not in operation & few employees are working in the organization therefore did not carry out the valuation. Once we are in operations will carry out the valuation.

  • Since Mills were closed for the last 6-7 years therefore could not pay the sales tax liability. We will pay the same before running the mills and will be on active Tax Payer List before start of coming season.

  • Alhamdulillah, Sindh Bank Limited and United Bank Limited (formerly Silk Bank Limited) approved rescheduling/ restructuring of unit & we will comply the same. We are in the process of getting approval of Rescheduling/Restricting of loans from National Bank as well & hope to get it done. Regarding PAIR Investment & First national Bank Modaraba we have approached them for settlement as well & hopeful of getting it done.

  • Trade & other Payables, confirmation letters were circulated to various parties but response was poor. However we are taking up the matter & would try to get response from the parties to confirm the balances.

  • Regarding unclaimed dividend, will resolve the same, once mills are in operations

  • Advances, deposits and prepayments mainly consist of Advance Income Tax which will be adjusted once the assessment is finalized.

  • The company’s stores, spares, and loose tools were not supported by sufficient audit evidence. In the absence of audited stock sheets, valuations reports, and aging analysis, we were unable to verify the physical existence, condition, or potential obsolescence of these items. Consequently, we were unable to determine whether any adjustments to these balances were necessary. When the mills are operational this issue will resolved.

The projected financial statements prepared by the management to support its going concern assessment is based on following assumptions:

Projected

2026

2027

2028

Sugar Cane crushing M.T

800,000

810,000

815,000

Sugar Cane rate

425

430

435

Sugar Price per kg

150

155

160

However, it is believed that considering the mitigating factors set out in the preceding paragraphs, the going concern assumption is appropriate and has, as such, prepared these financial statements on a going concern basis.

CHANGES ON THE BOARD OF DIRECTORS

There is no change in the Board of Directors since the last Annual General Meeting.

FUTURE OUTLOOK

Management of the company is hopeful of catching the crushing season 2026-27 and optimistic of doing the crushing at its maximum level.

DIVIDEND

As the Company is in the phase of heavy losses, therefore, no dividend is being declared.

AUDITORS

The present auditors M/s Saeed Ul Hassan & Co., Chartered Accountants, are retiring and being eligible, have offered themselves for re-appointment for the ensuing year. The Audit Committee has recommended the re-appointment of M/s Saeed Ul Hassan & Co., Chartered Accountants, as auditors of the Company for year ending 30 September 2026.

CODE OF CORPORATE GOVERNANCE

The Company has fully complied with requirements of the Listed Companies (Code of Corporate Governance) Regulations, 2019. A Statement of Compliance is provided under the relevant section of the report.

STATEMENT ON CORPORATE AND FINANCIAL REPORTING FRAMEWORK:

The following statements are a manifestation of its commitment towards compliance with best practices of Code of Corporate Governance:-

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

  • Proper books of accounts have been maintained.

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

  • International Accounting Standards, as applicable in Pakistan, have been followed in preparation of financial statements and departure there from, if any, has been adequately disclosed.

  • The system of internal control is sound in design and has been effectively implemented by the management and monitored by internal and external Auditors as well as Audit Committee. The Board reviews the effectiveness of established internal control through Audit Committee and further improvement in the internal control systems, wherever required.

  • There are no doubts upon the Company’s ability to continue as a going concern. The Company

    has adequate resources to continue in operation for the foreseeable future.

  • There has been no material departure from the best practices of the Corporate Governance as detailed in the Listing Regulations.

  • Key operating and financial data of last six years, in summarized form, is annexed.

  • Information about outstanding taxes and other government levies are given in related note(s) to the accounts.

  • The company strictly complies with the standard of safety rules & regulations. It also follows environmental friendly policies.

  • During the year under review, Four (04) meetings of the Board of Directors were held. The attendance by each Director is as follows:

    Sr#.

    Name of Directors

    Attendance

    1.

    Mr. Raza Mustafa

    04

    2.

    Mr. Abdullah Ilyas (CEO)

    04

    3.

    Mian Waqas Riaz

    04

    4.

    Mrs. Zainab Waqas

    04

    5.

    Mrs. Shahzadi Ilyas

    04

    6.

    Mrs. Zakia Ilyas

    04

    7.

    Mrs. Yasmin Riaz

    04

    8.

    Mian Abubakar Ijaz

    04

  • The Statement of Code of Ethics and Business Practices has been developed and duly signed by the directors and employees of the Company in acknowledgement thereof.

  • The Board has constituted an Audit Committee in compliance with the Code of Corporate Governance. It comprises of the following three (3) members who are Non-Executive Directors;

    Sr. No. Designation

    1. Mian Waqas Riaz

    2. Mrs. Zakia Ilyas

    3. Mrs. Yasmin Riaz

      Chairman Member Member

  • A statement of the pattern of shareholdings and additional information as at 30 September 2025 is annexed.

  • During the year under review, no shares were traded by Board of Directors, Chief Financial Officer, Company Secretary, their spouses and minor children other than mentioned below:

  • All the major decisions relating to investment or disinvestment of funds, changes in significant policies and overall corporate strategies, appointment, remuneration and terms & conditions of appointment of Chief Executive Officer and Executive Directors are taken over by the Board of Directors.

ACKNOWLEDGEMENT:

The Board expresses sincere appreciation to sugarcane growers, valuable customers, regulatory departments of the Government, financial institution and acknowledges the continued interest and support of esteemed shareholders and extremely grateful for their trust and confidence.

The directors deeply appreciate devotion, loyalty hard work and the laudable services rendered by the executives, all the employees and workers of the Company at its various divisions which enable us to pursue our corporate objectives with the renewed vigor.

On behalf of the Board

Lahore (ABDULLAH ILYAS)

08 January 2026 Chief Executive

SIX YEARS AT A GALANCE

(Rs. (000)

2025

2024

2023

2022

2021

2020

Operating Results

Rupees in Thousand

Sales – Net

-

-

-

-

-

-

Gross profit/ (loss)

300,283

(348,552)

(305,040)

(150,782)

(160,043)

(164,405)

Operating profit/(loss)

(315,637)

(370,374)

(352,711.0)

(30,020)

(171,620)

(180,649

Profit/(loss) before tax

(315,645)

(370,453)

(477,936.0)

(214,710)

(339,340)

(411,016)

Profit/((loss) after tax

245,105

(246,846)

(466,345.0)

(184,955)

(308,817)

(362,123)

FINANCIAL POSITION

Fixed assets – net

5,590,405

5,863,625

6,152,109

2,827,514

2,976,625

3,135,643

Paid up capital

324,000

324,000

324,000

324,000

324,000

324,000

Shareholder’s equity

(282,055)

(502,587)

(766,179)

(1,489,546)

(1,593,470)

(1,284,865)

Long term liabilities

1,435,630

1,483,187

1,426,794

534,670

564,480

595,026

Current assets

162,466

110,417

107,409

101,853

106,831

119,835

Current liabilities

4,133,656

4,100,738

4,067,036

3,884,732

4,112,937

3,945,318

Breakup value per share (Rs)

(7.12)

(9.16)

(14.39)

(5.71)

(9.53)

(11.18)

STATISTICS

No. of employees

28

37

85

28

29

22

Sugar produced (M. Tons

-

-

-

-

Crushing period (days)

-

-

-

-

STATEMENT OF COMPLIANCE WITH LISTED COMPANIES (CODE OF CORPORATE GOVERNANCE) REGULATIONS, 2019)

FOR THE YEAR ENDED 30 SEPTEMBER 2025

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

1

The total number of Directors are eight as per the following:

a.

Male

04

b.

Female

04

2.

The composition of Board is as follows:

a.

Independent Directors (*)

Mr. Raza Mustafa

Mian Waqas Riaz

b.

Executive Director (**)

Mr. Abdullah Ilyas

c.

Non-Executive Directors

Mrs. Yasmin Riaz Mrs. Shahzadi Ilyas Mrs. Zainab Waqas Mrs. Zakia Ilyas Mian Abubakar Ijaz

(*)

The Board of Directors are of the view that the expertise and experience of 02 independent Directors are sufficient to perform their relevant role & responsibilities

required under the provision of Code of Corporate Governance and law, therefore rounding up is not needed.

(**)

Currently, one Director of the Company devotes their whole or substantially the whole

time, therefore is categorized as Executive Director.

3.

The directors have confirmed that none of them is serving as a director on more than

seven listed companies, including this company.

4.

The company has prepared a Code of Conduct and has ensured that appropriate steps have been taken to disseminate it throughout the company along with its supporting

policies and procedures.

5.

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

maintained by the company.

6.

All the powers of the Board have been duly exercised and decisions on relevant matters have been taken by board/shareholders as empowered by the relevant

provisions of the Act and these Regulations.

7.

The meetings of the Board were presided over by the Chairman and, in his absence, by

a Director elected by the Board for this purpose. The Board has complied with the

requirements of Act and the Regulations with respect to frequency, recording and

circulating minutes of meeting of Board.

8.

The Board of Directors has a formal policy and transparent procedures for

remuneration of Directors in accordance with the Act and these Regulations.

9.

The Board did not arrange any Director’s program during the year. On overall basis, our directors taken as a whole are compliant as of 30 September 2025 with the requirements of the Director’s Training Program contained in the regulations. The Board unable to arranged Directors Training Program for our Director Mr. Abdullah

Ilyas and Mian Abubakar Ijaz.

10.

The Board has approved appointment of Chief Financial Officer, Company Secretary and Head of Internal Audit, including their remuneration and terms and conditions of

employment and complied with relevant requirements of the Regulations.

11.

CFO and CEO duly endorsed the financial statements before approval of the Board.

12.

The Board has formed committee comprising of members given below:

a.

Audit Committee

Mian Waqas Riaz (Chairman) Mrs. Zakia Ilyas (Member)

Mrs. Yasmin Riaz (Member)

b.

HR and Remuneration Committee

Mian Waqas Riaz (Chairman) Mrs. Zainab Waqas (Member)

Mrs. Zakia Ilyas (Member)

c.

Risk Management Committee

Mr. Raza Mustafa (Chairman)

Mrs. Yasmin Riaz (Member)

d.

Nomination Committee

Mrs. Yasmin Riaz (Chairperson)

Mrs. Zainab Waqas (Member)

13.

The terms of reference of the aforesaid committees have been formed, documented and

advised to the committee for compliance.

14.

The frequency of meetings (quarterly/half yearly/yearly) of the committee were as

following:

a.

Audit Committee

04

b.

HR and Remuneration Committee

01

c.

Nomination Committee

Nil

d.

Risk Management Committee

01

15.

The Board has set up an effective internal audit function that is considered suitably

qualified and experienced for the purpose and is conversant with the policies and procedures of the company.

16.

The statutory auditors of the Company have confirmed that they have been given a satisfactory rating under the quality control review program of the Institute of Chartered Accountants of Pakistan and registered with Audit Oversight Board of Pakistan, that they and all their partners are in compliance with International Federation of Accountants (IFAC) guidelines on code of ethics as adopted by the Institute of Chartered Accountants of Pakistan and that they and the partners of the firms involved in the audit are not a close relatives (spouse, parent, dependent and non-dependent children) of the Chief Executive Officer, Chief Financial Officer, Head

of Internal Audit, Company Secretary or any 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 other requirements of the Regulations have been complied with.

19.

We confirm that all requirements of regulations 3, 6, 7, 8, 27, 32, 33 and 36 of the

Regulations have been complied with.

20.

Explanation for non-compliance with requirements, other than regulation 3, 6, 7, 8,

37,32, 33 and 36 are below:

Regulation

Requirement

Explanation

Regulation 19 (2)

Mr. Abdullah Ilyas, and Mian Abubakar Ijaz, Director on the Board may acquire, the directors training program certification within a period of one year from the date of appointment as a

director on the Board.

The Directors Training Program of Mr. Abdullah Ilyas, and Mian Abubakar Ijaz, is in process of acquiring the certification to comply the regulation.

On behalf of the Board

Abdullah Ilyas Raza Mustafa

Chief Executive Chairman

Place: Lahore

Dated: 08 January 2026

TO THE

lNDEPEHDEDffT AUDITOR’5 REVIEW REPORT

Chartered Accountants

LIMITED

MEMBERS OF HASEEB WAQAS SYGAR tlLLS

REVIEWREPORT OH THE STATE tEHT OF COkPLtABCE COHTAINED IN THE LSTED co¥PAHlES (CODE OF CORPORATE GOVERNANCE) REGUi.ATIONS, 2019

ie have reviewed the enclosed Statement of COftt

fiance with the L sted Companies ‹Code of

corporate Governance) Regulations, 2019

(the Regutations), prepared by the Board of Director of Haseeb Waqas Sugar MiflS Limited (the Company) for the year ended September 30, 2025, tO comply with the requirements of regulation 36 of the Re8ufatiom.

The responsibi{itg fOF compliance with the Regulations i5 Ehat of the Board of irectorsof the

Company Our re pons

whether the Statement of Compliance reflects the

status of the Company's compliance with the provisionsif the RegufaEons

d‹›es not and to hlghl1ght any non-compliance with the requirements of

and to ‹eport if it

the Regulations. A

review s {im›ted primarily

to inquiries of the

Company's personnel and

review of variOLI1

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

system sufficient

to plan the audit and develop an

effective audit approach. we are not required to consider whether tke Board of Dir9CtOFS'

statement on internal control covers

all risks and controls ^

to form an opinion on the

effectivenessof such internal controls, risks.

the Compafy'5 corporate gpverrmnce procedures and

The Regulations require the

Company to place before the

Audit Committee, and upon

recommendation of the Audit Committee, ptace before the 8oard of Directors for their review and approval, its related party t «ctias and aso ensure compliance wiEhthe requirements of section 208 of the Companies ACI, 20t7. We are only required and have ensured compliance of this requirementto the extent of the approval of the related party transactions by Board of Directors upon recommendation of the AudiE CoMfTtJttee. We have not carried out procedures to assess and determine the Company's process for identification of related parties and that whether the related party transactions were undett«ken at arm's length price or not.

No informationfor the purpose of review was provided to us accordingly, we do not express our

conclusion as to whether Statement of

Compliance appropnately reflects

the Company's

compliance in att material respect5,with the requirements contained in the Regulations 6S

applicable to the Company fa year ended September 30, 2025.

SAEED UL HASSAH b COCPANY CHARTEREDACCOUFtTANTS

Engagement Partner: SAEED UL HASSAH (FCA)

Date: January 06, 202b

27 C, fAMC Building, 1st Floor. MM Alam lid, GulDerg III, Lahore. let: 042 - 357722ab/ r EmoJ:ucI_Ihr0yahoo.cOY

IFIDEPEHDEHT AUDITORS' REPORT

TO THE MEMBERS OF HASEEB ¥fAQAS SUGAR MILLS LIMITED

Report on the Aud1t of the Financial Statements

qualified Opinion

We have audited the annexed financial statements of hASEEB WAQAS SUGAR MILLS LIMITED (“the company"), whfch comprise tke statement of financial position as of September 30, 2025, and the statement of profit or loss, the statement of other comprehensive income or loss, the statement of changes in equfry, the statement of cash flows for the year then ended, and notes to the ftnandal statements, including a summary of material accounting policies and other explanatory information, and we state that we have obtained all the information and explanations which, to the best of our knowledge and beltef, we necessary for purpose of the audit.

In our opinion, except for the poss1bte effect of matter described in the Bas1s for Qualified Opinion section of our report, the aw›exed financial statements of the Company, which comprise the statement of financial position as at 30 September2015, and the statement of proftt or toss, the statement of comprehensive Income, the statement of changes Tn equity, the statement of cash ftows for the year then ended, and notes to the financial statements. Including significant accounting policies and other explanatory Information, conform with the accounting and reporting standards as applicable in Pakistan and g1ve the information required by the Companies Act, 2017, tn the manner so required and give a true and fair view, in a(I materfat respects, of the state of the Company's affain as at September 30, 2025 and of its profit, other comprehensive Income, changes in equity arid its cash flows for the year then ended.

Basis for Qusltfied Opinion

During our audit, we identified the following matters that form the basks for our qual1fied opinion:

  1. The Company's plant and machinery, Mth a carrying value ol Rs. 4.895 billion (repfesenting BU of total assets), has been idle since operations ceased on September 30, 2018. Although the last revaluation was conducted in zo23, the Company has not performed an annual impairment test or caculated the value f1n use" as reqUtred by US 36. In the absence of a cLlFrent fmpaIrMent assessment, we were unable to determine the extent of any further write-downs required to reflect the recoverable amount of these assets.

  2. The Gratuity Payable balance amounting to Rs. 40.710 million has not been confirmed by management, and no actuarial vatuatfon repair was provided to support this balance. is a result, we were unabe to verify the accuracyand completeness of this ltabtlty through alternative audit procedures or any other satisfactory evidence. Consequently, we are unable to determine whether any adjustments are necessary to thts balance as reported In the financial statements.

P a g e 1 | 6

2? C, TAMC Bulldlng, 1st Floor. MM Alam Fooo, Gulberg III, Lahore. Ter az -aS772246/zs Emoil!ucI_Ihr0yahoo.com

Chartered Accountants

Coxt aue

The company's sales tax status has been btacklisted by the Federal Board of Revenue (FBR) due to non-payment of outstanding sales tax liabilities amounting to Rs. 10fi.7Z1 million, as disclosed in Note 0 and Note 14.2 of the financial statements. The blacklisted status indicates non-compliance with tax regulations, which may have material implicat ons for the company's financial position. Furthermore, we were unable to obtain sufficient appropriate audit evirlence to verify the completeness and accuracy of the outstanding sales tax

liabilities.

dj is disclosed in the note 3 & J1, balance payable to various banks in respect of current poFtion of tong-term loans and lease liabilities amounting to Rs. 1,367.188 million, and mark up on toans and other payables amounting to Rs. t,1 g3.696 milion respectively, remains unpaid and unconfirmed. All the balances payable are in litigation. We were also unable to satisfy ourselves as to the correctness, the terms and conditions and the Cost of funds of the reported balances by performing other alternative procedures.

in the couiofour audit, wenoted ihat ihet ade pnd other payabi baance of Rs. 626.746 million, as disclosed in Note 10 to the financial statements, could not be confirmed due to the unavailability of addresses for certain parties. Furthermore, due to the tong outstanding nature of these balances, we were unable to vefify the amounts through alternative procedures or obtain other corroborative evidence. As a result, we were unable to determine whether any adjustments m›ght be necessary to these payables and their impact on the financial statements.

f› The Company has not complied with Section 244 of the Companies Act, 2017, regarding unclaimed dividends of Rs. .444 million (Note J4.4), These long outstanding amounts have not bee» deposited into the Federal Government Treasury, nor have the required shareholder notifications been Issued. Consequently, we were unable to determine the extenL of adjustments or potential penalties required in the financiat statements.

Advances, deposits, prepayments, and other receivables amounting to Rs.

103.399 million (Hate 20› remain tong outstanding. We were unable to obta n difect confirmations or perform alternative audit procedures to verify their existence and accuracy. Furthermore, no provision for doubtful balances has been recognized despite uncertainty over their recm'erability. Consequently, assets and profit for the year are overstated, and we are unable to determine the extent of adjustments required.

h) The Company's stores, spares, and loose tools amounting to Rs. 56.408 million

Note 18) were not supported by sufficient audit evidence. In the absence of audited stock sheets, valuation reports, and aging analysis, we were unable to verify the physical existence, condition, or potential obsolescence of these items. Consequentty, we were unable to determine whether any adjustments to these balances were necessary.

Chartered Accountants

Continue

The above issues indicate Imitat1ons in the scope of our auditprocedures, preventing us from obtaining sufftcient and appropriate audit evidence to conclude that the financialstatements are free from material misstatement in these areas.

We conductedour audit in accordance Mth International Standards on Auditing (ISAs) as applicable in Pakistan. Our responsfbtfities underthose standards are further described in the Auditor's Responsiblit1es for the Aud1t of the Financial Statements section of our report. We are independent of the Company In accordance with the International Ethfcs standards Board for Accountants' Code of Eth1cs for Professional Accountants as adopted by the Institute of Chartered Accountants of Pakistan (the Code) and we have fulfilled our other ethical responsibilities1n accordance vrith the tode. We believe that the audit evidence we have obtainedis sufficient and appropriate to provide a basls for our qualified opinion.

Material Uncertainty Related to Going Concern

We draw attention to Note 2,5 in the accompanying financial statements, which indicates that as of September 30, 2025, the Company has a net toss of Rs. 3$5.295 mi((Ion accumulated losses amounting to Rs. 5,719.336 million, and its current liabilittes exceed its current assets by Rs. 3,970.840 million. Furthermore, there has been no production activity in the Company over Ehe past few years. These conditions, along with other matters as outlined

n Note 2.5, Indicate the existence of a material uncertaintythat may cast signfficanr doubt on the Company's abf1ty to continue as a going concern. Our opin1on 1s not modified in respect of this matter.

Key Audit Matter

Key audit matters are those matters that, in our professional judgment, were of most s1gnif1cance In our audit of the financial statements for the year ended September 30, 2025. These matters were addressedin the context of our audit of the financial statements as a whole and in forming our opfnon thereon, and we do not provide a separate opinion on these matters.

In addition to the matters described In the 'Basis for 0uat1fied Opinion’ and ’Material Uncertainty re(at›ng to Going Concern’ of our report, we have determined the matters descr1bed below to be the key audit matters to be communicated in our report:

Key Audit Matter

Now the flatter Was Addressed in the Audit

1. Dafarred Tax Ltabtllttos:

(Refef to note no. 9to the financial statements)

The company has recorded a deferred taX (Cabl(Qty of Rs. 1,264.919 ml(tfon.

The recognition and measurement of deferred tax liabilities Involve significant management Judgment and

  1. reviewed the assumptions underlying the recognition of the deferred tax liability, fnctudtng management's proJectio•s of future taxable profits.

  2. Evaluated the consistency and reasonableness of the assumptions used by management in determ1n1ntghe deferred tax Stability against historical performance and the Company's future business plans.

Charter Accou ue

a . s n u a tons, c. We also evaluated the appropriateness

tax rates, and assumptions about management's d1sclosures in accordance

future taxable profits add complexity wfthIAS•J2 Tn the financial statements.

and uncertainty. There is also a risk that deferred tax tab1lJties are misstated due to errors or Inappropriate assumptions.

Information Other than the Financial Statements and Auditors' Report Yhareori

Management 1s 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 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 respond(btl1ty is to read the other information and, in doing so, consider whether the other information is materlally 1nconsistent wlth the financial statements or our knowledge obtained in the aud1t or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material m1Sstatementof th1s other information, we are required to report that fact. We have nothing to report in this regard.

Responsibilities of Management and Baard of Directors for the Ftnanctal Statem••ts Management is responsiblefor 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 the Companies Act, 2017 (XIX of 2017) and for such internal control as management determines is necessary to enable the preparation of financial statementsthat are free from material misstaterhent, 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 bas1s of accounting unless management eitherIntends to liquidate the Company or to cease operationsor has no realistic alternative but to do so.

The board of director s responsible for overseeing the Company's financial reporting

Auditors' Responsibilities for the audit of the Financia( statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are' free from material statements, whether due to fraud or error and to issue an auditor's report that includes our opinion. Reasonable assurance is a high leYel of assurance but is not a guarantee that an audit conducted in accordance with ISAs as applicable tn Pakistan will always detect a material misstatement when 1t ex1sts. Misstatements can arise from fraud or error and are considered rnaterlat if, individually or in the aggregate, they could sonabiy be expected toinNuemce the economic decisons ofuset taken based on these fJnancial statements.

As part of an audit in accordance with ISAs as applicable in Pakistan, we exercise professional Judgment and maintain pfofessional skept1dsm throughout the aud1t. We also:

P a g e 4 | 6

Chartered Accountants

  • 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 rebutting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the overnde of internal control.

  • Obtain an understanding of internal control relevant to the audit audit procedures that are appropriate in the circumstances, but opinion on the effectiveness of the Company's internal control.

    ›n order to design not to express an

  • Evaluate the appropriateness of accounting pol›c es used and the reasonableness of accounting estimates and related disclosures made by management.

  • CoocTude on the appropriateness pf management's use of the gping concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to m'ents or conditions that may cast significant doubt on Ehe 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 auditors' 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 auditors' report, However, future events or conditions may cause the Company to cease to continue as a gotng concern.

  • Evaluate the overall presentation, structure, and content of the financial statements, includ1Flg the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

We communicate with tbe board of directors regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies tn 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 Cth them all relatiooshJps 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 auditors' report unless law or regulation precludes public disclosure about the matter ar when, in extremely rate 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.

P a g e 5 | 6

Chartered Accountants

Report on Other Legal and RegulatoryRequirements

Based on our audit, except for the matters discussed in the basis for quat1fed opinion section

of our report, we further report that In our opinion:

  1. Proper books of accounts have been kept except for Fixed Asset register by the company as repulred by the Companies Act, 2017 (XIX of 2017).

  2. The statement of financial position, the statement of profit or loss, the statement of other comprehensive income, the statement of changes in equiEy, and the statement of cash flows together with the notes thereon have been drawn up in conformity with the companies Act, 20t7 {XiX of 20i7) and agree with the t›o&s of account and

  3. Investments made, expenditures incurred, and guarantees extendedduring 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, 19B0.

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

.a

UI Hcssan, F-CA.

SAEED-UL•HASSAH & Co.

CharteredAccountants

Place: Lahore

oated: January 06, 2026 UDIH:AR202510617ilqULSFjx

P a g e 6 | 6

HASEEB WAQAS SUGAR htTLLS LU ITED

5TATEu¥NT oF nIJA iCIAL PDSITtON

As AT sEPr£JaeER 30, 2025

3924

Aulflorized capital

zs,ao,ooo l2024: 3s, ,ooo› order+ry shares of x•. TOeach

in, suf»cribed and paid up cegitat

Loan from director and sporsors 5

Surglrs on revaluation of property. plant end equ#x ent

hon Current LIc6tIMes Long term firurdeferred liability

324,000.000

1,283,0t6.3te

4,39•t,7t2,370

1,264,919,37d

tZ0,71O,W3

1,335,45B,93J

1,435,629,821

324,000,IXXI

1,2 g,4•I5,119

Short term borrowings ur

Current portion of ron crerent 1iah'l'*!•

jg

e30,J50,502

1,183,685.SMS

1,183,695,578

752,088,315

1,443,972

1.367, t87,642

1,367,187,642

13

” '+, t33.6S5,8t8

4,134.774,£KI0

, 4 , 0, 5

I ion Currant Q

Property. plant and equlpment

15

5,s6j,62s, t34

16 '470,000

Current Assets

Stores, sqares and loose u›ots

$toc]t in Grade'

Advarand orher recñvables Cash and I›ank batar<>

5,590,875,003

j y

56,'407,829

56,a07.829

103,307090

2€59936

16

19

20

21

1624*5&5

*i,864, 09'5, #34

112,000,000

T67,435,J24

64 MO,2g

CHTEr rlNANcw oFricEI+

RAGEEB WAQAS SUGAR MILLS LIMITED

STATEMENT OP PROFIT OR LOSS

FOR THE YEAR ENDED SEPTEMBER 30, 2025

Salea-Net

Cost of goods sold

Not

22

23

2025 2024

Rupees

(300,282,8S2) (348,552, I g2)

(300,282,852)

(348,552,182)

Operating expenses:

- Administrative and general expenses

24

14,75 999)

(21,571,843)

- Other operating charges

25

(60Q000)

(250,000)

(5IS,636,851)

(370,374,025)

26

(7,760)

(78,692)

Lnss before tanatl0R

(315,644,611)

(370,452,717)

Tasntion

27

70,539,555

73,606,590

(24S,J05,056}

4 2

Esroiog per abare - bqsic

28

(9.16)

Zoe annex#d notesfern 1 to 36form an Integral part ofthesefinancial xtatementc.

CTOR

CHIEF PfNANCIAL OFFICER

**,CW3.2w

I‹ss,1ss,os+I jss,‹ss,scs

1y+,e‹o,om t,zcs,o‹s,s1s +,a+s.zaz,z7t ‹s,* s,*as,szo› zsz,ess,ozg

cni£r rimcixL orricEn

HASEEB WAQAS SUGAR Id LLS Llf4ITED

STA ¥atE T OF CAM FLOM

1014

Rupees

CASH FLOw Fp€ijñ CipERATlkG ACTIVITIES

yp ) qp y¿,pg

depreciation

Amortization of Oeferred Cost

Flnance cost

15.02

26

{31s,644,611) {370,4S2,77)

273,220, 13 I

286,484,09S

7,760

267,227,B91

76,691

306,56t,791

Operating proIW(loss) before worldny capiNl changes

(Increase) / decrease In current assms: Stores, spares and loose tools

Stock In tmde

Advances, deposits, prepayments and other receivables

Increase / (dacreace) In current hablllttes:

Trade and other payadNs

Cash generated from operations

(28,¥1€,72O) (63,689,926)

4,g02,402

(461,446)

{1,646,047) l .83?,160)

Income tay paid deducted

Gratuity paid

33,254,380

Finance cost paid •

Net cash generated from / (used ‹n) operating activities

CASH FLDw Fpojk IkVESTIkG ACTIVITIES

Long term deposits

Net cash generated from / (used n) Investing act1•!* •

CMH FLOW F4OM FINANCING ACTIVITIES

24,573,20o

Proceeds / (Repayment) from directorY/ sponsor loan - Set Proceeds / (Repayment) of Long Term Loans

(30,81 2,559) (105,•t54,73)

Proceeds / ‹Repays›ent) of related parties 266,41o

7B,841,283

Het cash gener•t•a from/ (used tn) financing actfvlrlm 24,s39,610

112,095,763

Nat Increase / tdecraase) n cash and cash equivalents Cash and cash equivalents at the beginning of the year

6,632.485

1,9/1,835

Cash and cash equh'aIents at the md of the y•ar

21

2,659,936

8

HASEEB WAQAS SUGAR MILLS LIMITED.

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED SEPTEMBEk 30, 2025

1 Corporate and General Operation

1, 1

Legal Status and operations

Haseeb Waqas Sugar ATits Limited (”the Company™) was Incorporated in Pakistan on 13 January 1992 as a Public Limitea Company under the repealed Companies Ordinance, 1984 (now the Companies Act ZO17), The Companys registered office is situated at 6-F Model Town, Lahore. The mill is situated at Tehsil Jato1 Distt. Xtuzaffargarh. The Company is listed on Pakistan Stock Exchange. The principal activity of the Company is manufacture and safe of refined sugar and Its by-products.

eASIS OE PREPARATION

2.1 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 as applicable in Pakistan comprise of International financial Reporting Standards (IFRS Standards) issued by the International Accounting Standards Board (IASB) as notified under the Companies Act 2017 and provisions of and directives issued under the Companies Act 2017. Where provisions ef and directives issued user the Companies Act 2017 differ from the IFRS Standards, the provisions of and directives issued under the Companies Act 2017 have been followed.

Z.2 Accounting convention

These financial statements have been prepared under the h»toñcal cost convention except for certain financial instrrtmenl:s at falr value and certain items of property, plant and equipment chat are stated at revalued amounts. In these financial statements, except for the amounts reflected n the statement of cash flows, all transactions have been accounted for on accrual bases.

    1. Initial application of a standard, amendments or an understanding to an exstfng standard

      1. Amendments to published accounting and reporting standards which are effective for the year ended September 30, 2025

        There were certain amendments to acco+JntIng and reporting standards which became effective for the company for the current year. However, these amendments are consfdered not to be relevant or to have any significant impact on Company's financial reporting and, therefore, have not been 4isctosed In these financial statements.

        Standards, amendments to published accounting an4 reporting standar€ls and

    2. interpretations that are not yet effective and have not been early adapted by the Company as at September 30, 2025.

There are certain other new standards and amendments to the approved accounting standards that will be mandatory for the Company's annual accounting periods beginning on or after October 1, 2024. However, these standards and amendments will not have any significant impact on the financial reporting of the Company and, therefore, have not been disclosed in these financial statements.

Going concern assumption

The financ al sI:atements of the Company indicate that the Company lncurred gross lo5S amounting to Rs: zoo,Z82,852 (20Z4: 34B,552, 16z) and neE loss from operation5 flaunting Lo Rs. 315,64 ,611 (2024: 370,452,717) and accumulated t0sses fts. 5,719,685,670 (2024- 5,629,735,6B4j. Moreover, the

current liabilities exceed current assets by R$+ 3,971,190,163 (2024: 3, @,338,B83)-

0peratonal measures

In view of above Issues cwpant has atrea4z taken tottowiog mitigating steps:

been

j- Restructuring of todn from Sindh Bank Limitedamounting to is. 500 millionhas renegotiated and rescheduled.

Restructuring of loan from United Bank Ltd (PrevlC JSly Silk Bank Lmtted) amounting to Rs. 390 million was in pr0Cess but is now finalized and resecheduled by the bank on November 0S, 2025.
Shifting of mill to Atpur Jatoi, Muzaffargarh has been completed where sugar cane availability

and sugar recovery are better.

BMR has been done ard we will see impact of this B/ R in the financial of coming crushing

season.

The management foresees posTtfve c•st ftow from future operations In expectation of better

aha tability of sugar cane and sugar prices n coming seasan, s|nce sugar dynamics are gcod and rising.

The projected financial sLatemeno prepared by the management to support its golng concern assessment ts based on following assumptions.

Projected

2026 2027 2028

Sugar Cane Crushing M.T 800,000 /t0,000 820,000

Sugar cane rate 4z/ 430 435

Su9ar price per Kg 15/ 155 160

However, it ‹s believed that considering the met gattng factors set out in the preceding paragraphs, the going concern assumpuon s approprlate and has, as such, prepared these flnsncial statemenl:s on a going conCern basis.

Judgment, estimates and assumptions

The preparation of financial statements n conformity with less requres management to make jud2menLs, estimates and 85SUMgttOm that affect the application of policies and reported amounts of assets, liabilit«s, Income end expenses. The estimates and related assumptlons are based or historical /ixperience and YanoJs oD •r factors that are believed to be reasonable under I:he circumstances. The estimates and related assumptions are reviewed on en ongoing basks. Accounfing estimates are rerlsed In the period In which such revisions are made and in any future periods

S gnificant management estimates n these financ al sta •ments relAte to the useful I(fe of property, plant and equipment, prmsons for doubtful receivables, slow men ng inventory and tax6ton. Howewr, tke management believes that the change in outcome of estimates would not have a material effect on the amount:s disclosed in the financial statements.

Judgment made by management In the appl catlon of accounting and reporting standards that have

si8nTfTcant effeCE on the ñDdMB statements and estimates with a subsequentyear areasfoñowt:

risk of material adjustment in

      1. Deprec'latlon method, rates end useful iNes of property, pienE and equipment

        Tke management of I:he Company reassesses useful lives, depreciation method and rates for each item of property, plant and equipment annually by considering expected pattern

        benefits I:hat the Company expecQ to derive from that item.
      2. n•coverable amount ef essets/ cash generating units

        The management of die Compa^Y @/ caring amanu of its assets and cash generating units for

        possible impairment and makes formal estimates of recoverable amount if there is any such

        indication.

      3. r•r yalue of flnencal nstrumentS hav1ng no active market

        Fair val« o‹ fnanclat Instruments Lavlng no active market is deermined uslng discount Cth fl0'' analysis after incorporating all facts that m4rket parttcipanrs would censl4er In setting a prtce and using Inputs that reasonably represent markeL expecretons and measures of the risk-return f9ttOLS

        inherent In the financial instrument.

      4. Taxation

        The Company takes into account Income tax taw and decisions taken by appellate auLhorlties. Instances where rhe Company^s view differs from the view taken by Lux department at the assessment stage and where the Company cansiders that Its view of items of material nature is in accordance

        Cth law, the amounts are shown as contingent liabilities.

      5. Provisions

Provisions are based on best estimate of the expenditure required to settle Lhe present obligation at the reporting date, that ts, the amount Chat the Company would rationally pay No setse the obtigatton at the reporting datea to transfer t to a third party.

Revaluation of property, plant and eqvtpment

Revaluation of property, plant and equipment is carried out by Independent professional valuer. Rw«l‹ied amounts of non-depreciabte ttems are determ ned by reference to local market values and that of depreciable tems are determined by referencea present depreciated replacement values.

Z.7 Functional currency

prepared

These financ al st:aLements are

presentation currency.

MATERiAL ACCOUNTING POUCHES

n Pak Rupees which is the Company's functional and

The accounttne policies set out below have been applied consistently to all peñods presented Tn the

financial statements.

3.1 Ordinary share capital

Ordinary share capital Ts recognized as equity. Incremental costs directty attributable @ the' tOUg Of

ordinary shares are recognized as deduction from eqmty.

Surplus / deficit arlsn8 on revaluaron of proPertr• PIa^* and •su!P ^t

su m rs arising on revaluati‹r› of property,plant and equfpment is recognized, Tn other comprehensive ncome and accumulat•a in reserves n shareholders' equ ty and is shown In equity. devaluation is czrded outtñth uffclentreguladtyto ensure thatthe car ngamouutsof the awetsdoesnotdiffer materially from the fair value. Accumulated depreciation at the date of revaluation is elim nated

against the cost of the asset and net amount 1s restated to the revalued amount of I:he asset.

The surplus on revaluaEion of property, plant and equipment to the extent of incremental depreciation charged on the related property, plant and equipment during the year Ts part of statement of changes in equ1ty.

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