Transmission of Annual Report for the Year Ended 30 06 2024

SARDAR CHEMICAL INDUSTRIES LIMITED

NOTICE OF ANNUAL GENERAL MEETING

The 35th Annual General Meeting of SARDAR CHEMICAL INDUSTRIES LIMITED will be held at Plot No. 29-B, Road No. R-1, Gadoon Amazai Industrial Estate, Topi, Ganduf Road, District Swabi, K.P.K. on Monday 28th October 2024, at 11:00 A.M. to transact the following business: -

ORDINARY BUSINESS

1. To confirm the minutes of 34th Annual General Meeting held on 27th October 2023.
2. To receive, consider and adopt the audited Financial Statements for the year ended June 30, 2024, together with the Chairman's Review Report the Directors' and Auditors', Report thereon. In accordance with Section 223 of the Companies Act, 2017, and pursuant to S.R.O. 389(I)/2023 dated March 21, 2023, the financial statements of the Company have been uploaded on the website of the Company which can be downloaded from the following web link and QR enabled code:

https://sardarchemicals.com/financial-report/

1. To declare and approve a final cash dividend of 20% i.e. Rs.2/- per share as recommended by the board of directors
2. To appoint Auditors for the year ended June 30, 2025, and fix their remuneration.

SPECIAL BUSINESS

1. To enhance the remuneration of the Chief Executive and Working Director.

1. Chief Executive to Rs. 400,000/- P.M.
2. Working Director to Rs. 400,000/- P.M.

A statement of material fact under section 134(3) of the Companies Act, 2017 relating to the aforesaid special business to be transacted at the said Annual General Meeting is being sent to the shareholders along with the notice.

ANY OTHER BUSINESS

2. To transact any other business with the permission of the chair.

Notes:

1. The Share Transfer Books of the Company will remain closed from 22-10-2024 to 28-10-2024 (both days inclusive).

1. FOR ATTENDING THE MEETING
   In case of Individuals, the account holder and for sub-account holder and their registration details are uploaded as per the CDC Regulations, shall authenticate his/ her identity by showing his/ her original CNIC or original passport at the time of attending the meeting.
   In case of corporate entity, the Board's resolution/power of attorney with specimen signature of the nominee shall be produced (unless it has been provided earlier) at the time of the meeting.

1. FOR APPOINTING PROXIES
   In case of individuals, the account holder and for sub-account holder and their registration details are uploaded as per the CDC Regulations, shall submit the proxy form as per above requirements.
   The proxy form shall be witnessed by two persons, whose names, addresses and CNIC numbers shall be mentioned on the form.

Attested copies of the CNIC or the passport of beneficial owners and the proxy shall be furnished with the proxy form.

The proxy shall produce his original CNIC or original passport at the time of meeting.

In case of corporate entity, the Board's resolution/power of attorney with specimen signature shall be furnished (unless it has been provided earlier) along with proxy form to the Company.

IV. The members are requested to notify immediately the change in their address if any.

1. Members who have not yet submitted their attested copy of their Computerized National Identity Card to the Company are requested to send the same at their earliest.

VI. According to SECP circular No. 5 of 2020, members can also share their comments/ suggestions on the above agenda on Whatsapp number 0300-8429502 or by email at info@sardarchemicals.com, cc: nac.blacksmith@gmail.com

VII. The Securities and Exchange Commission of Pakistan has allowed listed Companies, through its S.R.O. No. 389(I)/2023 dated 21-03-2023 to circulate the Annual Audited Financial Statements to their members through QR-enabled code and weblink instead of transmitting the Annual Audited Financial Statements through CD/DVD/USB. The Company shall circulate Annual Audited Financial Statements through email address in case it has been provided by the member to the Company, and upon demand, supply hard copies of the Annual Audited Financial Statements to the shareholders free of cost upon receipt of a duly completed Request Form, which may be obtained from the Company's website i.e. https://sardarchemicals.com/wp-content/uploads/2022/10/Accounts-Circulation-Form.pdf.

VIII. As allowed by the SECP vide Circular No. 10 of 2014 Dated May 21, 2014 members can avail video conference facility to participate in this Annual General Meeting provided that the Company receive consent from the members holding in aggregate 10% or more shareholding at least 10 days prior to the date of meeting subject to availability of such facility in that city.

IX. To enable the Company to make a tax deduction on the amount of cash dividend at the respective rates of filer and non filer, all shareholders who are filers of tax return are advised to make sure that their names are entered in the Active Taxpayers List (ATL) provided on the website of FBR. Corporate shareholders having CDC accounts are required to have their NTN updated with their respective participants, whereas corporate physical shareholders should send a copy of their NTN certificate to our Share Registrars M/s Corplink (Pvt.) Ltd. The FBR vide its clarification letter no 1(54) exp of September 25, 2014 has clarified that holders of shares held in joint accounts will be treated individually as filers or non-filers and tax will be deducted according to the proportionate holding of each shareholder.

1. The members are requested to intimate Title of Bank Account, Bank Account IBAN (24 digits), Bank Name, Bank Branch Name, Complete Address of Bank Branch and Code of Bank Branch etc.

XI. The shareholders intended to participate in AGM through electronics mean, are hereby requested to get themselves registered with the Company by providing the required details (Name, CNIC Number, Folio CDC Account Number, Cell Number & E-Mail ID for their identification) by the end of business on 25 October 2024 through email at info@sardarchemicals.com, cc: nac.blacksmith@gmail.comand / or through Mobile / WhatsApp no. 0300-8429502.

XII. Shareholders having physical shareholding are requested to convert their shares in book-entry form by opening CDC sub-account with any of the brokers or Investor Account directly with CDC to place their physical shares into script-less form.

XIII. Member of the Company will be allowed to exercise their right to vote through e-voting facility or voting by post in its forthcoming Annual General Meeting to be held on Monday, October 28, 2024 at 11:00 A.M. in accordance with the conditions mentioned in the aforesaid regulations.

Details of the e-voting facility will be shared through by Corplink (Private) Limited being the e voting service provider through an e-mail with those members of the Company who have their valid CNIC numbers, cell numbers, and e-mail addresses available in the register of members of the Company. E-Voting lines will start from October 25, 2024, 09:00 A.M. and shall close on October 27, 2024 at 5:00 P.M.

For Voting through Postal Ballot Members may exercise their right to vote as per provisions of the Companies (Postal Ballot) Regulations, 2018. The members shall ensure that duly filled and signed ballot paper along with copy of Computerized National Identity Card (CNIC) should reach the Chairman of the meeting through post on the Company's Registered Office at Plot No. 29-B, Road No. R-1, Gadoon Amazai Industrial Estate, Topi, Ganduf Road, District Swabi, K.P.K., or email at info@sardarchemicals.comcc: nac.blacksmith@gmail.comone day before the Annual General Meeting i.e. on October 27, 2024, during working hours. The signature on the ballot paper shall match with the signature on CNIC. Ballot paper for voting through post is attached herewith.

STATEMENT OF MATERIAL FACT UNDER SECTION 134(2) OF THE COMPANIES ACT, 2017

This statement sets out the material facts concerning the special business to be transacted at the Annual General Meeting of the Company to be held on 28th October, 2024.

1. To enhance the remuneration of the Chief Executive and Working Director.

1. Chief Executive to Rs. 400,000/- P.M.
2. Working Directors to Rs. 400,000/- P.M.
   "RESOLVED THAT the remuneration payable to the Chief Executive of the Company be and is hereby increased to Rs. 400,000/- (Four hundred thousand only). The remuneration of Working Director to Rs. 400,000/- (Four hundred thousand only).
   None of the Directors are interested except to the extent stated above in the special business.

MISSION STATEMENT OF

SARDAR CHEMICAL INDUSTRIES LIMITED

Our Mission is to be a quality producer of leather and textile dyes continuously striving for excellence and international standard.

VISION

Dynamic, quality conscious and ever progressive.

CORPORATE STRATEGY

To produce and market high quality products, ensure right usage of company's resources, create employment opportunities, protect the interest of the stockholders and be a part of country's development.

STATEMENT OF ETHICS AND BUSINESS PRACTICES

• SCIL resolves to always place the company's interest first;
• SCIL resolves to excel through resource management namely, human
  (Professional & technical both), financial and other infrastructural facilities and to ensure reasonable return of all the stockholders;
• SCIL conducts business as a responsible and law-abiding corporate member of society to achieve its legitimate commercial objectives and supports unconditionally the Compliance with the Best Practices of Corporate Governance for the betterment of the corporate culture;
• SCIL expects from its employee's full integrity, total honesty, fair and impartial practices in all aspects of its business;
• SCIL resolves to adopt fair and ethical marketing practices and to prepare itself to face the challenges of open markets under WTO by supplying its customers quality dyes at competitive prices;
• SCIL resolves not to compromise on principles;

CHAIRMAN'S REVIEW REPORT

Annual evaluation of Board of Directors of SARDAR CHEMICAL INDUSTRIES LIMITED is carried out. The purpose of this evaluation is to ensure that the Board's overall performance and effectiveness is measured against expectations in the context of objectives set out for the Company.

For the financial year ended June 30, 2024 the Board has played a pivotal role in achieving the Company's objectives and safeguarding interests of the shareholders. The Directors have rich and varied experience in the field of business, finance and regulations. The Board provides strategic direction to the management and is available for guidance. The Board meets frequently enough to adequately discharge its responsibilities. The Board approves competent and energetic team to achieve the goals set out for future. The Board ensures compliance of all requirements by the management. The Board committees provide valuable input and assistance to the Board. The audit committee particularly focused on detail review of financial statements and effectiveness of internal control. The HR committee overviews HR policy framework and recommends selection and compensation of senior management team.

DIRECTORS' REPORT TO THE SHAREHOLDERS

The Directors of SARDAR CHEMICAL INDUSTRIES LIMITED are pleased to present their annual report along with audited financial statements of the Company for the year ended on June 30, 2024.

RESULTS FOR THE YEAR ARE SUMMARIZED AS UNDER:

Our Dyes are for the Textile, dying, printing and leather products. In addition to the dyes, we are also producing optical brighteners for the textile industries in powder and liquid form.

There is an increase in net sales of 37.56% as compared to last year. The exchange rate is stable which has played a vital role in the industrial sector and as a result we were able to increase our sales in kgs as well as Rupees. The directors and management of the Company are of the opinion that business activity will boom in the near future.

During the year we have planned and acquired solar system for our factory on lease via term finance for renewable energy from State Bank of Pakistan at minimal markup rate. We have shifted towards cleaner and environment friendly solar energy. However, the installation of solar system is in progress during the year.

We have also acquired Spectrophotometer for more accuracy in our products. A spectrophotometer is an instrument that measures the amount of photons (the intensity of light) absorbed after it passes through sample solution.

FUTURE PROSPECTS

We are hopeful to maintain our profitability as before although we are facing tough competition from importers by under invoicing and misdeclaration of imported finished products.

DIVIDEND

The Board of Directors of the Company has decided to declare dividend of 20% i.e. Rs. 2 per share except for Directors/Sponsors and we will distribute dividend to our public shareholders. The business shall be subject to approval of members at the Annual General Meeting.

BOARD OF DIRECTORS

The Board of directors of the Company comprises of seven directors including one nominee director of NIT. During the year under review four Board meetings were held, to discuss, adopt and approve the accounts and other related matters of the Company.

The Board comprises of three Executive Directors and two non-executives and two independent directors.

AUDIT COMMITTEE

The Audit committee of the Company was comprised of the following Directors:

During the year under review four Board meetings were held, to discuss adopt and approve the accounts, appointment of Auditors of the Company and other matters.