Transmission of Annual Report for the Year Ended 2024 06 30

NOTICE OF ANNUAL GENERAL MEETING

Notice is hereby given that 36th Annual General Meeting of the Company w ill be held at the registered office of the Company, 242 -A, Anand Road, Upper Mall, Lahore on Monday October 28,

2024 at 10:30 a.m. to transact the follow ing business:

ORDINARY BUSINESS

1. To confirm the minutes of Annual General Meeting held on November 27, 2023.

2. To receive consider and adopt the audited financial statements of the Company for the year ended 30th June 2024 together w ith the Directors and Auditors Report thereon.

3. To appoint statutory auditors for the year ending 30 th June 2025 and to fix their remuneration.

4. To transact any other business w ith the permission of the Chair.

Company Secretary

NOTES:

1. The members register w ill remain closed from October 22, 2024 to October 28, 2024 (both days inclusive). Transfers received at Share Registrar Office, Corplink (Private) Limited, Wings Arcade, 1-K, Commercial, Model Tow n, Lahore by the close of business on October 21, 2024 w ill be entertained.

2. A member eligible to attend and vote at t his meeting may appoint another member as proxy to attend and vote in the meeting. Proxies in order to be effective must be received by the company at the registered office not later than 48 hours before the time for holding meeting.

3. Any individual Benef icial Ow ner of CDC, entitled to attend and vote at this meeting, must bring his/her original CNIC or Passport, Account and participant' s I.D numbers, to prove his/her identity, and in case of proxy must enclose and attested copy of his/her CNIC or Passport . Representatives of corporate members should bring the usual documents required

for such purpose. The account/sub account holders of CDC w ill further have to follow the guidelines as laid dow n in Circular No.1 of 2000 dated January 26, 2000 issued by Securities & Exchange Commission of Pakistan

4. In accordance w ith the provisions of section 223 and 237 of the Companies Act, 2017, the audited financial statements of the Company for the year ended on June 30, 20 24 are available on the Company' s w ebsite (w w w . icctextiles.com.pk).

5. Shareholders are requested to immediately notify the change in address, if any to the Company' s Share Registrar M/s Corplink (Pvt .) Limited Wings Arcade, 1 -K, Commercial, Model Tow n, Lahore.

6. All shareholders w ho had not yet submitted the valid copies of CNIC, NTN certificate(s) and IBAN are requested to send the same to the Share Registrar. Shareholders of the Company w ho holds shares in scrip-less form on Central Depository Company of Pakistan Ltd. (CDC) are requested to update their IBAN details directly to their CDC participant (brokers/CDC) Investor Account Services.

7. As per section 72 of the Companies Act, 2017, every existing company shall be required to replace its physical shares w ith book-entry form in a manner as may be specified and from the date notified by the Commission, w ithin a period not exceeding four year from the commence of this Act i.e., May 30, 2017. The Shareholders having physical shareholding may open CDC Sub-account w ith any of the broker or investor account directly w ith CDC to place their physical share into scripless form.

8. Shareholders w ho could not collect their dividend/physical shares are advised to contact our Registered Office situated at 242 -A, Anand Road, Upper Mall, Lahore to collect/enquire about their unclaimed dividend or shares, if any.

9. Members can also avail video conference facility. In this regard, please fill the follow ing form and submit to registered address of the company 10 days before holding of the Annual General Meeting.

If the company receives consent from member holding in aggregate 10% or more shareholding residing at a geographical location, to participate in the meeting through video conference at least 10 days prior to date of meeting, the company w ill arrange video conference facility in the city subject to availability of such facility in that city.

The Company w ill intimate members regarding venue of video conference facility at least 5 days before the date of the Annual General Meeting along w ith complete information necessary to enable them to access the facility.

• I/WE, ______________ of ______________ being a member of ICC Industries Limited, holder of
  ____________ Ordinary Shares as per Register Folio No. __________ hereby opt for video conference facility at ___________ Email _____________________"

Signature of Member

The Company w ill intimate to the Members the venue of the video-link facility at least five (5) days before the date of the Meeting along w ith all the information necessary to enable them to access the facility.

Further, in compliance of circular no.4 of the 2021 dated February 15, 2021, members can opt to attend the AGM through Video-Link. Members w ho are w illing to attend and participate at the AGM through Video-Link are required to register their particulars by sending an email at

• shares@icctextiles.com" Such Members are requested to register by providing their credentials
  as follow s w ith subject " Registration for ICCIL' s AGM 2024" :

Video-Link and login w ill be shares w ith only those members w hose emails containing all the required particulars are received at the given email at least 48 hours before the time of AGM.

ICC Industires Limited

(Formerly ICC Textiles Limited )

CHAIRPERSON'S REVIEW REPORT ON BOARD PERFORMANCE

ICC Industries Limited ("the Company") has a seven member Board of Directors ("the Board") and members have been vigilant in performing their individual and collective performance while working on the Board or in its committees.

The board is responsible for overall management of the company as it devices strategies and policies and thus played a vital role in company's operations by ensuring a diligent governance framework for effective and prudent management of business matters.

The Composition of the Board is in accordance with the requirements of Companies Act, 2017 and Listed Companies (Code of Corporate Governance) Regulations, 2019. Accordingly, It comprises executive, non executive, female and independent directors.

During the financial year 2024 the BOD met five times. All its members are committed to serve the company with the same zeal, while taking into consideration all material facts, information and circumstances in a manner to ensure that appropriate decisions.

The Board has developed a mechanism for annual evaluation of Board's own performance. in compliance with the provisions of Listed Companies (Code of Corporate Governance) Regulations 2019. For the year ended June 30, 2024 the Board's overall performance and effectiveness has been found satisfactory and both executive and non executive directors have been fully involved in important decision making.

ICC Industries Limited

(Formerly ICC Textiles Limited )

Directors' report to the members

On behalf of the board of directors, we take pleasure in presenting the audited financial statements of the company pertaining to the financial year ended on June 30, 2024.

Financial Highlights

The company suffered an after tax loss of Rs. 11.648 million and registered a revenue of Rs. 52.974 million as against an after tax loss of Rs. 5.206 million and revenue of Rs.45.322 million in the preceding period.

Period under Review

The following transactions / factors influenced the company's financial position and performance during this period:

• Revenue increased by Rs. 7.652 million, from Rs. 45.322 million to Rs. 52.974 million, mainly due to increased rental occupancy of our factory premises during the year, although full potential could not be achieved as the rental rates remained depressed amid challenging business sentiment prevailing in the country.
• Direct cost increased by Rs. 6.717 million largely driven by enhanced minimum wage requirements and necessary repairs and maintenance of our buildings.
• Preceding year's finance cost of Rs. 83.653 million included loss on modification of terms of directors loans and un-winding of discount thereof amounting to Rs. 79.997 million. This year we successfully repaid loans from associated company resulting in no external borrowings as of year end 2024. Moreover, all directors loans are interest free and repayable at the discretion of the company, hence, classified as equity loans.
• We experienced a positive change in fair value of the investment property amounting to Rs. 5.010 million (2023: Rs. 86.655 million). The same has been accounted for as change in fair value of investment property.
• The ongoing political and economic instability, coupled with soaring energy costs, high markup rates, and hyperinflation, significantly impacted our rental business.

Accounting Policies

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

International Financial Reporting Standards (IFRS)

International Financial Reporting Standards, as applicable in Pakistan, have been followed in preparation of the financial statements.

Internal Control System

The system of internal control is sound in design and has been effectively implemented and monitored.

Going Concern

Without qualifying their opinion, Company's auditors, in their report, have drawn your attention to note 1.2 to the financial statements, which describes that the Company's current liabilities exceeded its current assets by Rs. 261.819 million, and its accumulated losses stood at Rs. 762.666 million, whereas, current year after tax loss amounts to Rs. 11.648 million. These conditions indicate the existence of a material uncertainty that may cast significant doubt about the entity's ability to continue as a going concern.

These financial statements have, however, been prepared on going concern basis on the grounds that the company will be able to achieve satisfactory levels of profitability in the future based on plan drawn up by the management for this purpose and bringing its liabilities to serviceable levels and availability of the adequate working capital from its lenders and sponsors.

To substantiate its going concern assumption the directors had implemented a plan to consolidate the company's position by repaying the banks' borrowings through sponsors' loans and sale of inefficient textile machinery and renting out vacant buildings to generate revenue. In this regard, the company has taken steps mentioned in note 1.2 ( i - v ) to the financial statements.

Presently company is engaged in the business of renting out its covered area and has a potential to generate a substantial revenue. Therefore, there are no significant doubts about company's ability to continue as a going concern.

Corporate Governance

There has been no material departure from the best practices of corporate governance, as detailed in the listing regulations of stock exchanges.

Operating and Financial Data

Key operating and financial data of last six years is as under: