MFFL | Mitchells Fruit Farms Limited Transmission of Annual Report for the Year Ended June 2025

CONTENTS

Company Information 02

Vision and Mission Statement 05

Notice of Annual General Meeting 06

Chairman's Review 14

Directors' Report 18

Key Financial Data 28

Pattern of Shareholding 32

Statement of Compliance with the 35

Code of Corporate Governance

Independent Auditor's Review Report 37

Independent Auditor's Report 40

Statement of Financial Position 44

Statement of Profit or Loss 45

Statement of Comprehensive Income 46

Statement of Changes in Equity 47

Statement of Cash Flows 48

Notes to the Financial Statements 50

Proxy Form 101

COMPANY INFORMATION

BOARD OF DIRECTORS

Mr. Shazad Ghaffar Chairman

Mr. Najam Aziz Sethi Chief Executive Officer Mr. Syed Mohammad Mehdi Mohsin Non - Executive Director Ms. Umme Kulsum Imam Non - Executive Director

Mr. Aamir Amin Independent Director

Mr. Syed Manzar Hassan Independent Director

Mr. Mujeeb Rashid Independent Director

AUDIT COMMITTEE

Mr. Syed Manzar Hassan Chairman

Mr. Shazad Ghafar Member

Mr. Aamir Amin Member

HUMAN RESOURCES & REMUNERATION COMMITTEE

Mr. Mujeeb Rashid Chairman

Ms. Umme Kulsum Imam Member

Mr. Najam Aziz Sethi Member

SUSTAINABILITY COMMITTEE

Mr. Mujeeb Rashid Chairman

Ms. Umme Kulsum Imam Member

Mr. Najam Aziz Sethi Member

SHARE REGISTRAR

Corplink (Private) Limited,

Wings Arcade, 1-K (Commercial), Model Town, Lahore

Phone : (042) 35839182, 35887262,

Fax: (042) 35869037

CORPORATE OFFICE

72-FCC Gulberg IV, Lahore Phones: (042) 35872392-96,

Fax: (042) 3587239

E-Mail: ho@mitchells.com.pk Website: https://www.mitchells.com.pk

FACTORY & FARMS

Renala Khurd, District Okara, Pakistan Phones: (044) 2635907-8, 2622908

Fax: (044) 2621416

E-Mail: rnk@mitchells.com.pk rsoc@mitchells.com.pk

COMPANY SECRETARY

Anum Ali

AUDITORS

Crowe Hussain Chaudhury & Co. Chartered Accountants

LEGAL ADVISORS

Alliance Legal Services

Office No.7, L.G. Floor, Lahore Palace Building, 14-B, Temple Road, Lahore.

BANKERS

Habib Bank Limited Allied Bank Limited JS Bank Limited

Bank Al Habib Limited National Bank of Pakistan

CHIEF FINANCIAL OFFICER

Rashid Butt, FCMA

REGIONAL SALES OFFICES

ISLAMABAD

Plot # 102, Street 7

Main China Road, Sector I-10/3 Islamabad

Phones: (051) 2707357

E-Mail: rson@mitchells.com.pk

KARACHI

Mehran VIP II, Ground Floor, Plot 18/3 Dr. Dawood Pota Road- Karachi Phones: (021) 35212112, 35212712

& 35219675

Fax: (021) 35673588

E-Mail: rsos@mitchells.com.pk

VALUES VISION MISSION VISION, MISSION AND VALUES

VALUES

We are COMMITTED towards bringing success to our people and partners by consistently delivering on expectations of our shareholders, going the extra mile to get the job done and approaching everything with a "can do attitude".

We are open to ideas that challenge the conventional view and drive INNOVATION in order to stay relevant and continuously improve, so that we can cater to the changing needs of our consumers.

INTEGRITY: We are honest, ethical and fair in all our activities.

We keep our word, deliver on our promises and acknowledge our mistakes. In all that we do, we believe that our reputation is more important than any other short-term rewards.

VISION

While we continue to serve our corporate purpose of providing value to our shareholders, we also recognize our responsibility to other stakeholders. We believe

that the development of our employees, the protection of our environment and dealing fairly with our suppliers

is essential for the future success of our company, our community and our country.

MISSION

Mitchell's strives to continue to win the hearts and minds of our consumers by delighting them with healthy and delicious products for every occasion, as it has been doing for generations.

NOTICE OF ANNUAL GENERAL MEETING

Notice is hereby given that the 93rdAnnual General Meeting of Mitchell's Fruit Farms Limited ("Company") will be held at 11:00 AM on Tuesday, October 14th, 2025 at the Company's Registered Office 72-FCC, Gulberg IV, Lahore, to transact the following business:

ORDINARY BUSINESS:

To confirm minutes of the last AGM of the Company held on 28thOctober,

202

.

To receive, consider, and adopt the Annual Audited Accounts of the Company for the year ended June 30, 2025, together with the Directors' and Auditors' reports thereon.

In accordance with Section 223 of the Companies Act, 2017 and pursuant to the

S.R.O. 389(l)2023 dated March 21, 2023, the Annual Report of the Company, including the annual audited Financial Statements, Auditor's Report, Directors' Report, Chairman's Review Report and other reports contained therein, can be accessed and downloaded from the following link and QR enabled code.

Link: https://www.mitchells.com.pk/wp-content/uploads/2025/09/Mitchells-AR-2025.pdf

3. To formalize a recommendation to the shareholders with regard to the appointment of the External Auditors of the Company for the year 2025-26.

OTHER BUSINESS:

1. To transact any other business which may be placed before the meeting with the permission of the Chair.

BY ORDER OF THE BOARD

Anum Ali

Company Secretary

Lahore

Dated: 2

September, 2025

NOTICE OF ANNUAL GENERAL MEETING

NOTES

1. Share transfer books of Mitchell's Fruit Farms Limited ("Company") will remain closed from 8thOctober 2025 to 14thOctober 2025 (both days inclusive) and no transfer will be registered during that time. Share transfer deeds received in order (including deposit requests under CDS) with the Share Registrar of the Company, i.e. Corplink (Private) Limited, Wings Arcade, 1-K (Commercial) Model Town, Lahore, up to 5:00 p.m. on 7thOctober will be considered in time for the purpose of entitlement of shareholders to attend and vote at the Annual General Meeting ("Meeting").

PARTICIPATION IN THE ANNUAL GENERAL MEETING

1. A member entitled to attend and vote at the Meeting is entitled to appoint another member as a proxy to attend the Meeting and vote on his/her behalf. In the case of a corporate entity, being a member, may appoint as its proxy any of its officials or any other person whether a member of the Company or not through Board Resolution/Power of Attorney.

2. The instrument appointing proxies duly stamped/signed and witnessed, in order to be effective must be received at the Company's Registered Office at 72-FCC, Gulberg IV, Lahore, not less than 48 hours before the Meeting. CDC account holders will further have to follow the below mentioned guidelines as laid down in circular No.1 dated January 26, 2000 issued by the Securities and Exchange Commission of Pakistan.

   1. For Attending the Meeting:

      1. In case of individuals, the account holder or sub-account holder and/or the person whose securities are in group account and their registration details are uploaded as per Regulations, shall authenticate his/her identity by showing

         his/her original Computerized National Identity Card (CNIC) or Original Passport at the time of attending the meeting.

      2. In case of corporate entities, the Board of Directors Resolution for appointment of Attorney with specimen signature of the nominee shall be produced (unless it has been provided earlier) at the time of meeting.

   2. For Appointing Proxies:

   1. In case of Individuals, the account holder or sub-account holder and/or the person whose securities are in group account and their registration details are uploaded as per Regulations, shall submit the proxy form as per the above requirement.

      NOTICE OF ANNUAL GENERAL MEETING

   2. The proxy form shall be witnessed by two persons whose names, addresses and CNIC numbers shall be mentioned in the form.

   3. Attested copy of CNIC or Passport of the beneficial owners and the proxy shall be furnished with the proxy form.

   4. The proxy shall produce his/her original CNIC or original Passport at the time of the meeting.

   5. In case of corporate entities, the Board of Directors Resolution/Power of Attorney with specimen signature shall be submitted (unless it has been provided earlier) along with proxy form to the Company.

3. Change in Address:

   The Shareholders are requested to immediately inform any change in their address to Company's Share Registrar or CDC Participant/Investor Account Services, as the case may be.

4. Deposit of Physical Shares in the CDC Account:

   As per section 72 of the Companies Act, 2017 every listed Company is required to replace its physical shares with book-entry form. Therefore, the shareholders having physical shares are requested to convert the shares into book entry.

5. Availability of Financial Statements and Reports on the Website:

   The Annual Report of the Company for the year ended June 30, 2025 has been placed on the Company's Official website https://www.mitchells.com.pk The Annual Reports and Quarterly Financial Statements of prior periods are also available at https://www.mitchells.com.pk/investor-relationship/financial-reports.

   The Securities and Exchange Commission of Pakistan (SECP) vide SRO 389 (I)/2023 dated March 21, 2023 has provided an option for shareholders to receive Annual Report along with the notice of the Annual General Meeting electronically through e-mail and in hard copy. Hence, members who are interested in receiving the Annual Reports and Notice of Annual General Meeting in hard are requested to send their request on the prescribed form placed on the Company's website.

   NOTICE OF ANNUAL GENERAL MEETING

6. Attendance of Meeting via Video Link:

   In case of members holding ten percent (10%) of the total paid up Capital reside in a remote city; such members may demand the Company to provide them the facility of video-link for attending the Meeting.

   If you wish to take benefit of this facility, please fill the form appearing below and submit it to the Company at its registered office at 72-FCC, Gulberg IV, Lahore, at least (7) days prior to the date of the meeting:

   "I/We, of , being a member of Mitchell's Fruit Farms Limited, holder of

   ordinary share(s) as per Registered Folio/CDC Account No. hereby opt of video link facility at

   .

   Signature of Member"

   The Company will intimate the members the venue of the video-link facility at least five (5) days before the date of the meeting along all the information necessary to enable them to access the facility.

   Further, in compliance of the circular No.4 of the 2021 dated February 15, 2021, members can opt to attend the AGM through Video-Link. Members who are willing to attend and participate at the AGM through video link are required to register their particulars by sending an email at anum.ali@mitchells.com.pk Such members are requested to register by providing their credentials as follows with subject "Registration for MFFL AGM 2025":

   Name of Shareholder	No. of Shares held	Folio No./CDC Acct. No.	CNIC No. with scanned copy (both sides)	Cell No.	Email Address

   NOTICE OF ANNUAL GENERAL MEETING

   Video-link and log in will be shared with only those members whose emails, containing all the required particulars are received at the given email address at least 48 hours before the time of the AGM.

7. Prohibition of Gifts Distribution

   In accordance with Company policy and applicable regulatory guidelines, no gifts or incentives shall be distributed at any General Meeting. Shareholders are also respectfully requested to refrain from bringing or presenting any gifts during the meeting.

8. Unclaimed shares/dividends

Under section 244 of the Companies Act, 2017 for the unclaimed/unpaid dividends. Claims can be lodged by shareholders. The Claim Forms are available on the Company website. Claims Forms must be submitted to the Company's Share Registrar, M/s Corplink (Pvt.) Limited Wings Arcade,1-K Commercial, Model Town, Lahore, for the process and receipt of the dividends.

Link: https://www.mitchells.com.pk/wp-content/uploads/2025/09/Mitchells-AR-2025.pdf

-yJ J›¿https://www.mitchells.com.pk/investor-relationship/financial-reportsJ=r d ttftw»i cfU

.(

anum.ali@mitchells.com.pk:(I JiJfi "Registration for MFFL AGM 2025":

CHAIRMAN'S REVIEW

INTRODUCTION

I am pleased to present the Chairman's Review for FY2024-25. Since the sponsors' direct involvement in late 2022-bringing new leadership and capital-we have executed a disciplined turnaround that stabilised operations and set a platform for growth.

Net sales were PKR 2,662.7 million (slightly higher year-on-year), with gross profit of PKR 770.2 million and a 28.9% margin. Operating profit was PKR 180.3 million and net profit PKR 1.7 million. Excluding the PKR 357 million exceptional land gain recorded in FY2025, underlying operating performance improved year-on-year.

THREE-YEAR TRAJECTORY

In three years we have moved from heavy losses to sustained profitability and rebuilt the balance sheet: gross margin has risen from 7.8% in FY2022 to ~29% in FY2025, while equity has recovered from PKR 144 million (FY2024) to ~PKR 581 million at 30 June 2025. We have also delivered two consecutive years of positive operating profit, reflecting firm pricing, tight cost control and a focus on profitable mix.

STRATEGY AND GOVERNANCE

The Board's strategy remains clear: stabilise performance, invest selectively, and compound profitable growth. To accelerate execution, we engaged Farhan Bedar Malik as Executive Advisor under an interim-management mandate, combining an external perspective with executive authority to install robust, international-standard controls and drive day-to-day delivery. We are grateful for Farhan's contribution. We were also pleased to welcome CCL Holding (Pvt.) Ltd. as a strategic shareholder, bringing additional capital and sector expertise.

PRIORITIES FOR FY2025-26

• Modernise manufacturing to increase capacity and reduce unit costs.

• Scale high-margin export and B2B channels, including pulping and ethnic foods.

• Relaunch confectionery and chocolate to capture shifting consumer demand.

APPRECIATION

On behalf of the Board, I thank our shareholders for their confidence, our employees for their dedication, and our customers and partners for their continued loyalty.

Shazad Ghaffar

Chairman September 23, 2025

FY 2025

FY 2024

FY 2023

FY 2022

MITCHELFS,

and

Annual Report 202

5 17

DIRECTORS' REPORT

The Directors present their report together with the audited financial statements of Mitchell's Fruit Farms Limited

(the "Company") for the year ended 30 June 2025, and the auditors' report thereon.

PRINCIPAL ACTIVITY

The Company is principally engaged in the manufacture and sale of various grocery and confectionery products.

FINANCIAL AND OPERATING REVIEW

Overview. In a challenging operating environment characterised by inflationary pressure and rising costs, the year delivered slight top-line growth offset by margin pressure. Net sales increased 0.8% to PKR 2,662.7 million (FY24: PKR 2,642.2 million), supported by export growth and a more favourable mix.

Margins and costs. Gross profit was PKR 770.2 million (FY24: PKR 789.2 million), with a gross margin of 28.9% (FY24: 29.9%). The decline principally reflects higher salaries and wages and modest increases in raw and packaging input costs that could not be fully passed through. Distribution and selling expenses rose 12.4%, driven by a channel mix shift toward modern trade, which carries higher servicing costs. Administrative expenses increased 16.3% year-on-year. As a result, operating profit declined 33.4% to PKR 180.3 million (FY24: PKR 270.5 million).

Other income and bottom line. Profit after tax was PKR 1.67 million (FY24: PKR 456.0 million). The prior year included PKR 357.0 million of one-off other income from a land sale. Excluding this exceptional item, underlying operating profit in FY24 was PKR 99.0 million. Adjusted EPS (ex-land gain) can be presented alongside the audited financial statements.

Brief financial analysis is presented below:

*Underlying excludes PKR 357.0 million one-off other income recorded in FY24 (land gain). Adjusted PAT/EPS to be inserted from audited accounts (once tax effects are confirmed).

Liquidity and capital resources. During the year, the Company secured a PKR 200 million short-term running finance facility from National Bank of Pakistan, ensuring adequate working-capital liquidity. ). Finance costs were lower on average due to prudent treasury management and lower average utilisation.

PRINCIPAL RISKS AND UNCERTAINTIES

Key risks monitored by the Board include:

• Weather-related disruption and flood risk, and consequent impact on infrastructure and agricultural supply.

• Persistent inflation and pressure on consumer purchasing power.

• High competitive intensity in core categories, limiting unilateral price increases.

• Commodity and foreign-exchange volatility, particularly where inputs are imported.

The Board regularly reviews risk registers, mitigation plans, and sensitivity analyses.

MANUFACTURING OPERATIONS

We continued to improve efficiency despite operating below operating capacity. Cost and process improvements in production, administration, and distribution reduced waste and improved yields. Looking ahead, selective