Picic Insurance LimitedPSX: PIL

Transmission of Annual Report for the Year Ended for the year ended December 31, 2024

· Issued by Picic Insurance Limited

Contents

Company Information

Vision and Mission Statement and Core Values

Chairman Review Report (English)

Chairman Review Report (Urdu)

Director's Report to the Members on Financial Statements (English)

Director's Report to the Members on Financial Statements (Urdu)

Key Financial highlights

Pattern of Share Holding

Statement of Compliance with the Code of Corporate Governance

Review Report to the Members of Statement of Compliance with the Best Practices of Code of Corporate Governance

Auditors' Report to the Members of PICIC Insurance Limited

Financial Statements

Notice of Annual General Meeting

Proxy Form (English / Urdu)

Company Information

Board of Directors

Managing Director / CEO

Mr. Irshad Ali Shaban Ali Kassim Mr. Abu Ahmed

Mr. Munawar Ali Kassim

Mr. Muzaffar Ali Shah Bukhari Mr. Moiz Ali*

Mr. Haji Ashraf Dhedhi* Ms. Nudrat Fatima*

Mr. Hafiz Muhammad Hassan Saeed* Mr. Muhammad Abdul Rasheed*

Mr. Muhammad Afzal Shehzad* Mr. Muhammad Ali*

Mr. Moiz Ali

Board Audit Committee

Mr. Muzaffar Ali Shah Bukhari Mr. Muhammad Afzal Shehzad Mr. Muhammad Ali

Board Human Resources & Remuneration Committee

Mr. Muzaffar Ali Shah Bukhari Mr. Muhammad Afzal Shehzad Mr. Moiz Ali

Acting CFO & Company Secretary

Mr. Abdul Muhammad

Auditors

Legal Advisor

Naveed Zafar Ashfaq Jaffery & Co.

Chartered Accountants

Soomro Law Associates

Bankers

Habib Metropolitan Bank Limited

Shares Registrar

Registered & Head Office

F.D. Registrar Services (SMC- Pvt) Ltd. 1705, 17th Floor, Saima Trade Tower -A, I.I. Chundrigar Road,

Karachi

3rd Floor, Nadir House, I.I. Chundrigar Road, Karachi

Tel: 021-32410781

Fax: 021-32410782www.picicinsurance.com

(*Pending SECP approval)

Vision Statement

PICIC Insurance shall emerge as the leading insurance and risk management services organization in Pakistan. We are in the business of providing solutions to mitigate insurable risk exposure of our clients. We shall do this on the basis of thorough risk evaluation and product knowledge.

Mission Statement

PICIC Insurance shall fully satisfy the needs and expectations of all its stakeholders:

We shall put the interest of our clients first and ensure that they make informed decisions with respect to the products and services that we offer them.

We shall give our employees a congenial work environment and shall give them opportunities for personal growth and development strictly on the basis of merit.

We shall strive to continually provide above average returns to our shareholders.

We shall support the development of the communities in which we live and work.

Core Values

Integrity

We make sure that our business interactions and relations with all the stakeholders are delimited with honesty, loyalty and transparency

Excellence

Our commitment is to persistently strive for better and better, while we keep on building upon our achievement.

Growth

We define our growth through nurturing and supplementing growth for our stakeholders.

Professionalism

We have a strong commitment to set high bars of quality service standards for our internal and external clients; this will be supported with the pillars of expertise, steadiness, dedication and business acumen

Chairman's Review Report

I am pleased to present Chairman's Review report as required under section 192 of the Companies Act, 2017.

As required under the Code of Corporate Governance, an annual evaluation of the Board of Directors of PICIC Insurance Limited has been 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.

For the financial year ended December 31, 2024, the Board's overall performance and effectiveness has been assessed as satisfactory, it is based on an evaluation of integral components, including vision, mission and values; engagement in strategic planning; formulation of policies; monitoring the organization's business activities; monitor financial resource management; effective fiscal oversight; equitable treatment of all employees and efficiency in carrying out the Board's business. Improvement is an ongoing process leading to action plans.

The Board of Director of your company received agendas and supporting written material including follow up material including follow up materials in sufficient time prior to the board and its committee meetings. The board meets frequently enough to adequately discharge its responsibilities. The non-executive and independent directors are equally involved in important decisions.

I would like to thank my fellow directors who had carried their responsibilities diligently.

Moiz Ali

Managing Director / CEO Karachi: March 26, 2025

DIRECTORS' REPORT

The Directors 'of your Company are pleased to present the annual report together with the audited financial statements for the year ended December 31, 2024.

Message from the Chairman

For the financial year ended December 31, 2024, the Board's overall performance and effectiveness has been assessed as satisfactory, it is based on an evaluation of integral components, including vision, mission and values; engagement in strategic planning; monitor financial resource management. Improvement is an ongoing process leading to action plans.

The Company has stopped underwriting and is in the process of merger with Crescent Star Foods (Private) Limited which is pending before The High Court of Sindh. The Board has full confidence that once the merger is completed your company will unfold the Business Plan and strategy after approval from the Board.

Future Outlook

Crescent Star Foods (Pvt.) Limited is in the process of merger with and into the Company which is pending approval by The Sind High Court. Whereby the Company will be doing FMCG business.

The management is confident that after the merger, the Company will have adequate resources to effectively enter a new phase with diversified interests to protect stake holders interest. The Company will unfold the Business Plan and strategy after the merger is approved enabling the Company to remain a going concern.

Financial Highlights

The comparative financial highlights of your Company for the year ended December 31, 2024 and 2023 are as follows:

2024 2023 ……Rupees in '000…….

Gross Premium Written

-

-

Net Premium Revenue

-

-

Net Claims including IBNR

-

-

Loss from underwriting business

(7,062)

(5,948)

Investment Income

12,580

8,247

Profit / (loss) after Taxation

3,336

762

Earnings / (loss) per share (Rupees)

0.10

0.02

Auditors

The auditors M/s. Naveed Zafar Ashfaq Jaffery & Co. Chartered Accountants retire at the conclusion of the Annual General Meeting.

Auditors's Report

The auditors opinion of the Company not being a going concern is based on the fact that the business of the Company is suspended. However, keeping the future outlook of the Company due to merger of Crescent Star Foods (Pvt.) Ltd with and into the Company, the business activities of the company will be revived. Hence the Company will remain a going concern.

Statement of Corporate and Financial Reporting Framework

The corporate laws, rules and regulations framed thereunder spell out the overall functions of the Board of Directors of the Company. The Board is fully aware of its corporate responsibilities envisaged under the Code of Corporate Governance, prescribed by the Securities and Exchange Commission of Pakistan and adopted by the Stock Exchanges for all listed companies, and is pleased to certify that:

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

  • 2. The Company has maintained proper books of accounts as required under the Companies Act, 2017.

  • 3. The Company has followed consistently appropriate accounting policies in preparation of the financial statements. Changes wherever made, have been adequately disclosed and accounting estimates are on the basis of prudent and reasonable judgment.

  • 4. Approved Accounting Standards as applicable in Pakistan have been followed in preparation of financial statements and any departure therefrom, if any, has been adequately disclosed.

  • 5. The system of internal control is sound, effectively implemented and monitored. The process of review will continue to strengthen the system for its effective implementation.

  • 6. There are no significant doubts upon the Company's ability to continue as a going concern.

  • 7. The Board of Directors does not recommend any Dividend for the year ended December 31, 2024.

  • 8. The Company has followed the best practices of the Code of Corporate Governance and there is no material departure there from.

  • 9. Key operating and financial data for last six years is annexed with the report.

  • 10. All major decisions relating to the investments / disinvestments of funds, changes in the policies are taken by the Investment Committee / Board of directors.

  • 11. Decisions regarding appointment of CEO, CFO & Company Secretary and Head of Internal Audit, and fixing or changing of remuneration are taken and approved by the Board.

  • 12. Outstanding taxes and duties are given in the financial statements.

Board Meetings and Attendance

During the year under review four meetings were held and attended as follows:

Name

No. of meetings eligible to attend during the tenure No. of meetings attended

Mr. Moiz Ali (Managing Director / CEO) Mr. Haji Ashraf Dhedhi

4 4

4 4

Ms. Nudrat Fatima

4 4

Mr. Muhammad Ali

4 4

Leave of absence was granted to the directors unable to attend the meeting.

The Board has developed a mechanism to evaluate its own performance by adopting self- evaluation methodology through an agreed questionnaire. The mechanism devised is based on the emerging and leading trends on the functioning of the Board and improving its effectiveness. The evaluation exercise is carried out every year.

Managing Director's performance is monitored and evaluated by the Board against the job description set by the Board.

Board Committee Meetings

Board has constituted various committees at Board level for effective control and operation.

Audit Committee

During the year 2024, four meetings were held and attendance was as follows:

Attendance

Mr. Muzaffar Ali Shah Bukhari (Chairman) Mr. Muhammad Afzal Shehzad

Mr. Muhammad Ali

- 4 4

Human Resource and Remuneration Committee

During the year 2024, one meeting of Human Resource and Remuneration Committee were held and attendance was as follows:

Attendance

Mr. Muzaffar Ali Shah Bukhari (Chairman) Mr. Muhammad Afzal Shehzad

Mr. Moiz Ali

- 1 1

Investment Committee

During the year 2024, four meetings were held and attendance was as follows:

Attendance

Mr. Moiz Ali 4

Mr. Muhammad Afzal Shehzad 4

Mr. Muhammad Ali 4

Mr. Abdul Muhammad 4

Pattern of Shareholding

A statement showing the pattern of shareholding is attached with this report.

Trading of Company's Share

No trading in the shares of the Company was carried out by the Directors, CEO and Executives (employees with basic salary of Rs.0.5M or above) or their spouses or minor children, if any.

Compliance with the Code of Corporate Governance

The requirements of the Code set out by the stock exchanges in their listing regulations, relevant for the year ended December 31, 2024, have been duly complied with.

Code of Conduct

The Board has adopted a statement of Code of Conduct for directors and employees. Acknowledgment for compliance are obtained and held by the Company.

Certificate of the Directors and Principal Officer under Section 46(6) of the Insurance Ordinance, 2000

We certify that:

(a) in our opinion the annual statutory accounts of the Company set out in the forms attached to the statements have been drawn up in accordance with the Ordinance and rules made there under;

  • (b) the Company has at all times in the year complied with the provisions of the Ordinance and the rules made thereunder.

    With regard to paid-up capital, solvency (refer notes to the financial statements note: 1.2) and reinsurance arrangements; and

  • (c) as at the date of the statement, the Company continues to be in compliance with the provisions of the Insurance Ordinance, 2000 and the rules made there under relating to paid-up capital, solvency (refer notes to the financial statements note: 1.2) and reinsurance arrangements.

Acknowledgement

The Board of Directors would like to express its sincere appreciation to the Company's valued clients, reinsurers, brokers, business partners and other stakeholders. The Board would also like to thank the Securities and Exchange Commission of Pakistan, the Stock Exchanges and the Central Depository Company for their continued guidance and support. The Company's accomplishments would not have been possible without the dedication and commitment of the Company's motivated & dedicated employees; they deserve special recognition on behalf of the Board.

Haji Ashraf Dhedhi Moiz Ali

Director Managing Director / CEO

Karachi: March 26, 2025

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