Saritow Spinning Mills LimitedPSX: SSML

Transmission of Annual Report for the Year Ended 30-06-2025

· Issued by Saritow Spinning Mills Limited

SARITOW SPINNING

MILLS LIMITED

ANNUAL REPORT 2025

COMPANY INFORMATION

BOARD OF DIRECTORS

Mr. M. Naseem Saigol Chairman

Mr. M. Zeid Yousuf Saigol Chief Executive Officer Mr. M. Murad Saigol

Mr. Samir Iqbal Saigol

Mr. Muhammad Omer Farooq Mrs. Sadaf Kashif

Mr. Jamal Nasim

AUDIT COMMITTEE

Mr. Jamal Nasim Chairman/Member

Mr. Muhammad Murad Saigol Member

Mr. Muhammad Omer Farooq Member

Mrs. Sadaf Kashif Member

HR & REMUNERATION COMMITTEE

Mr. Jamal Nasim Chairman/Member

Mr. M. Zeid Yousuf Saigol Member

Mr. Muhammad Murad Saigol Member

Mr. Muhammad Omer Farooq Member

COMPANY SECRETARY

Mr. Shakeel Ahmed

CHIEF FINANCIAL OFFICER

Mr. Muhammad Shamil, FCA

AUDITORS

M/s Rahman Sarfaraz Rahim Iqbal Rafiq & Co. Chartered Accountants

BANKERS

Bank Alfalah Limited Faysal Bank Limited MCB Bank Limited National Bank of Pakistan

Standard Chartered Bank (Pakistan) Limited NIB Bank Limited

The Bank of Punjab Summit Bank Limited Meezan Bank Limited

Habib Metropolitan Bank Limited Askari Bank Limited

Habib Bank Limited JS Bank Limited Sindh Bank Limited

SHARE REGISTRAR

M/s Corplink (Pvt.) Limited Wings Arcade, 1-K, Commercial, Model Town, Lahore

Tel: 042-35916714-19, 35839182 Fax: 042-35869037

E-mail: shares@corplink.com.pk

REGISTERED OFFICE

10-G, Mushtaq Ahmed Gurmani Road, Gulberg-II, Lahore

Tel: 042-35920151-59 (Pabx) & 042-35920133 (Direct)

E-mail: shares@saigols.com

MILLS

51-KM, Multan Road, Phool Nagar, District Kasur

NOTICE OF ANNUAL GENERAL MEETING

Notice is hereby given that the 39th Annual General Meeting of Shareholders of Saritow Spinning Mills Limited will be held on Friday, September 19, 2025 at 10:30 A.M., at 06-Egerton Road, Opposite LDA Plaza, Lahore to transact the following business: -

  1. To confirm the minutes of the last Annual General Meeting held on November 27, 2024.

  2. To receive and adopt the Annual Audited Accounts for the year ended June 30, 2025 along with Directors' and Auditors' Reports thereon.

  3. To appoint Auditors of the Company to hold office till the conclusion of next Annual General Meeting and to fix their remuneration.



  4. Any other business with the permission of the Chair.

By Order of the Board

Lahore: August 29, 2025 Company Secretary

Notes:

  1. Share Transfer Books of the Company will remain closed from September 13, 2025 to September 19, 2025 (both days inclusive). Physical transfers/CDS transactions ID's received in order at "Company Registrar office M/s Corplink (Pvt.) Limited", Wings Arcade, 1-K, Commercial Model Town, Lahore on or before September 12, 2025 will be treated in time.

  2. A member entitled to attend and vote at this Meeting may appoint another Member as his/her proxy. Proxies in order to be effective, must be received at 10-G, Mushtaq Ahmed Gurmani Road, Gulberg-II, Lahore, the Registered Office of the Company not later than forty-eight hours before the time for holding the meeting and must be duly stamped, signed and witnessed.

  3. Members whose shares are deposited with Central Depository System are requested to bring their original National Identity Cards or original Passports along with their Account Numbers in Central Depository System for attending the meeting.

  4. Members are requested to notify the Company change in their addresses, if any.

  5. Transmission Of Annual Report

    In terms of approval of the shareholders of the Company in their Annual General Meeting held on October 27, 2023 and pursuant to SECP's Notification No. SRO 389(1)/2023 dated 21st March, 2023. The Annual Report for the financial year ended on 30th June, 2025 of the Company containing inter alia the audited financial statements, auditors' report, directors, and chairman's reports thereon may be viewed and downloaded by following QR code and weblink:

    Weblink

    QR Code

    https://saritowspinningmillsltd.com/annualreports.aspx



    The Annual Report has been emailed to those shareholders who have provided their valid email address to the Company.

    The shareholders who wish to receive a hard copy of the Annual Report may send to the Company Secretary/Share Registrar, the Standard Request Form available on the website of the Company saritowspinningmillsltd.com. The Company then will provide a free of Cost hard copy of Annual Report to the shareholders within one week of the request.

  6. Replacement Of Physical Shares Into CDC Account

    Members, who hold physical shares, are advised to convert their shares into electronic form in terms of section 72 of the Companies Act, 2017.

  7. Participation in the AGM through Video link Facility

The SECP through its Circular No. 4 dated February 15, 2021 & Circular No.

6 dated March 03, 2021 has directed listed companies to arrange participation of shareholders in Annual General Meeting through Video Link Facility in addition to allowing physical attendance by the members. The members who are willing to attend and participate in the AGM can do so through video-link via smartphones, computers, tablets, etc. To attend the AGM through video-link, members are requested to get their following particulars registered by sending an email or WhatsApp at the number/address given below, at least 48 hours before the time of the AGM, and download video-link from https//zoom.us/download.

Name

Folio/CDS Account No.

CNIC No

Cell phone

Email

Signature of Member

WhatsApp

Email

0321-8561366

umer.islam@saigols.com

Upon receipt of requests, the video-link login credentials will be shared with the interested shareholders on their email addresses or WhatsApp messages. The members can send their comments/suggestions related to the agenda items of the meeting through the above-mentioned means.









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CHAIRMANS' REVIEW REPORT

I am pleased to present the Chairman's Review Report of the company for the year ending 30 June 2025, pertaining to the overall performance of the board and its role in achieving the company's objectives.

During the year the Board committees continue to work with a great measure of proficiency The Audit Committee has focused in particular on the management and control of risks associated with the business. The Human Resource and Remuneration Committee has ensured that the HR Policies regarding performance management, HR staffing, compensation and benefits are market driven and are property aligned to the Company's performance, shareholder's interest and the long-term success of the company.

As required under the Listed Companies (Code of Corporate Governance) Regulations, 2019, the Board has developed a mechanism for the evaluation of performance of the Board of Directors, during the year a comprehensive questionnaire was circulated among all members of the board for the evaluation of performance of the Board of Directors. 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 June 30, 2025, the Board's overall performance and effectiveness has been assessed as satisfactory. Improvement is an on-going process leading to action plan. The overall assessment as satisfactory is based on an evaluation of integral component including vision, mission and values; engagement in strategic planning; formulation of polices; monitoring the organization's business activities; monitor financial resource management; effective fiscal oversight; equitable treatment of all employees and efficiencies in carrying out the Board's business.

The Board of Directors of the Company, received agendas and supporting written 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.



On an overall basis, I believe the strategic direction of the Company is dear and appropriate. Further, the processes adopted in developing and reviewing the overall corporate strategy and achievement of the Company's objective are commendable.

M. NASEEM SAIGOL

CHAIRMAN

August 29, 2025



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DIRECTORS' REPORT

The Directors of M/s. Saritow Spinning Mills Limited are please to present Financial Results for the year ended June 30, 2025 along with Auditors Report and Director Report thereupon.

Financial Highlights

Year Ending June 30, 2025

Year Ending June 30, 2024

Net Sales

19.229

2,222.878

Gross (loss)

(574.630)

(127.568)

Operating (loss)

(594.542)

(199.420)

Loss before Tax and statutory levies

(597.007)

(280.914)

Loss after tax and statutory levies

(597.247)

(308.699)

Earnings per share

(20.01)

(10.34)

Operating Financial Results

The period under review was very tough and abnormal for your company. The operations of the Company remained suspended during the year under review.

The period under review was not conducive for the industry as a whole. Overall business environment became very hard in the country which was further affected by the geo political scenario of the country in particular and the whole world in general. Consistently decreasing local Raw Cotton production which is the main raw material, increase in major input cost and depressed yarn market have eroded the profits of Ring Spinning Industry.

Future Outlook

At the moment we are trying to sort out some workable plan for the revival plan of the Company. During past few months markup rates have gone down and is expected to go down further.

The management of the company will keep watching the future outlook of business in the country and will decide for future strategy after due deliberation.

Cash Flow Management

Board of Directors' places great importance for an effective cash flow management so as to ensure smooth running of the business. For this purpose, cash inflows and outflows are projected on regular basis and verified periodically. Working capital requirements have been planned to be finance through internal cash generation and short-term financing from external sources.

Internal Financial Controls

The directors are aware of their financial responsibility with respect to internal financial controls. Through discussion with management and auditors, they confirm that adequate controls have been implemented by the company.

Statement of Compliance on Corporate Governance & Financial Reporting Framework

In compliance with Corporate and Financial Reporting Framework of the Securities and Exchange Commission of Pakistan and Listed Companies (Code of Corporate Governance) Regulations, 2019 the Directors are pleased to report that:

  1. The financial statements prepared by the management of the Company present fair state of Company's operations, cash flows and changes in equity.

  2. Proper books of account of the Company have been maintained as required under the Companies Act, 20 l 7.

  3. Appropriate accounting policies have been consistently applied in the preparation of financial statements and changes, wherever made, have been adequately disclosed. Accounting estimates are based on reasonable and prudent judgment.

  4. International Accounting Standards (IASs) and International Financial Reporting Standards (IFRS), as applicable in Pakistan, have been followed in the preparation of financial statements, and any departure there from has been adequately disclosed and explained.

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

  6. There are no significant doubts upon the Company's ability to continue as a going concern due to continuous support of Sponsor Directors.

  7. Key operating and financial data. For the last six years is annexed.

  8. Outstanding taxes and levis are given in the notes to the financial statements.

  9. No adverse material changes and commitments affecting the financial position of the Company have occurred between the end of the financial year to which this balance sheet relates and the date of the Director's Report.

  10. The figures in the financial statements for the year ending June 30, 2025, have been audited by external auditors of the Company.

  11. The Company has fulfilled its major statutory and financial obligations;

Statement of Compliance with the Code of Corporate Governance

The requirements of the Code of Corporate Governance set out by the Pakistan Stock Exchange in its Listing Regulations relevant for the year ended June 30, 2025 have been adopted by the Company and have been duly complied with. A statement to this effect is annexed to the Report.

Dividends

The Board of Directors recommended that no dividend shall be declared for the year ended 30th June, 2025 as the Company has incurred loss during the year.

Corporate Social Responsibility (CSR)

Your company gives high priority to its social responsibilities and is committed to the highest standards of corporate behavior. The company's CSR responsibilities are fulfilled through monetary contributions in the areas of healthcare, education, environment protection, water and sanitation, child welfare, infrastructure development and other social welfare activities. Our CSR includes contributions to hospitals and education programs engaged in assisting the under privileged patients' students and children of various walks of life.

Board Evaluation

In compliance with Code of Corporate Governance Regulations 2019, the Board has put in place a mechanism for the annual evaluation of Board's performance. The evaluation of the performance of the Board is essentially an assessment of how the board has performed on all of the selected parameters.

Health Safety and Environment

Your company is well aware of the importance of skilled workers and staff therefore the company is strongly committed towards all aspects of safety, health and environment connected with our business.

Pattern of Shareholding

Statement showing the Pattern of Shareholding as at June 30, 2025 required under the Companies Act, 2017 and the Code of Corporate Governance are annexed.

COMPOSITION OF BOARD

Composition of the Board of Directors and meetings attended are as under.

Names

Category

Meeting attended

Mr. Jamal Nasim

Independent Director

5

Mrs. Sadaf Kashif

Female Director/

5

Independent Director

Mr. M. Naseem Saigol

Non-Executive Directors

5

Mr. Muhammad Murad Saigol

5

Mr. Muhammad Omer Farooq

5

Mr. Muhammad Zeid Yousuf Saigol

Executive Directors

5

Mr. Samir Iqbal Saigol

5

COMMITTEE'S

Detail of Committee's of Board is as under.

AUDIT COMMITTEE

Mr. Jamal Nasim Chairman/Member

Mr. Muhammad Murad Saigol Member

Mr. Muhammad Omer Farooq Member

Mrs. Sadaf Kashif Member

HR & REMUNERATION COMMITTEE

Mr. Jamal Nasim Chairman/Member Mr. Muhammad Zeid Yousuf Saigol Member

Mr. Muhammad Murad Saigol Member

Mr. Muhammad Omer Farooq Member



We wish to thank to the shareholders for their support. We are pleased to record our appreciation of the services rendered by the employees of the company and hope that the same spirit of devotion will continue in future.

Chief Executive



For and on behalf of the Boards

Lahore

August 29, 2025

Director

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Financial High Lights

Year Ending June 30, 2024

Year Ending June 30, 2023

Net Sales

19.229

3,600.124

Gross (loss)

(574.630)

(171.922)

Operating (loss)

(594.542)

(257.521)

Loss before tax and statutory levies

(597.007)

(400.369)

Loss after tax and statutory levies

(597.247)

(431.226)

Earnings per share

(20.01)

(14.92)

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SARITOW SPINNING MILLS LIMITED

FINANCIAL HIGHLIGHTS - Six Years at a Glance

Particulars

2025

2024

2023

2022

2021

2020

Operating Performance (Rupees in Thousands)

Turnover- Net

19

2,222,878

3,600,124

4,860,004

3,653,463

2,812,843

Gross Profit

(575)

(127,568)

(171,922)

302,488

379,791

122,937

Profit/(Loss) before tax

(597)

(280,914)

(400,369)

147,336

231,719

(39,292)

Profit/(Loss) after tax

(597)

(308,700)

(431,227)

91,414

174,427

(58,204)

Financial Position (Rupees in Thousands)

Share Capital

298,406

298,406

298,406

298,406

298,406

298,406

Shareholders,Equity

114

256,690

475,093

818,534

739,055

560,750

Operating Fixed Assets

1,198

1,155,113

1,213,168

1,270,574

1,281,003

1,213,820

Total Assets

1,236

1,318,213

1,978,663

2,535,558

2,175,934

2,424,172

Bank Borrowings

-

60,502

587,864

661,190

569,115

963,116

Ratio Analysis

Profitabiliy

Gross Profit Marign-% age

-

(5.73)

(4.78)

6.22

10.40

4.37

Profit/(Loss)after tax-% age

-

(13.88)

(11.98)

1.88

4.77

(2.07)

Earning/(Loss)Per Share-Rupees

(20.01)

(10.34)

(14.45)

3.06

5.85

(1.95)

Activity

Sales to Operating Fixed Assets-Times

-

1.92

2.97

3.83

2.85

2.32

Liquidity

Current Ratio-Times

0.01

0.22

0.75

1.07

1.03

1.03

Break up Value Per Share-Rupees

3.82

86.02

15.92

27.43

24.77

18.79

FORM 20

THE COMPANIES ACT, 2017

(Section 227(2)(f)) PATTERN OF SHAREHOLDING

SARITOW SPINNING MILLS LIMITED

1.1 Name of the Company

30-06-2025

2.1. Pattern of holding of the shares held by the shareholders as at

------Shareholdings------

2.2 No. of Shareholders

From

To

Total Shares Held

269

1

100

7,173

276

101

500

81,694

195

501

1,000

149,606

190

1,001

5,000

483,034

59

5,001

10,000

463,284

16

10,001

15,000

197,054

9

15,001

20,000

162,020

6

20,001

25,000

141,627

2

25,001

30,000

56,215

3

30,001

35,000

93,606

1

45,001

50,000

50,000

2

50,001

55,000

105,000

1

55,001

60,000

60,000

3

60,001

65,000

187,937

1

65,001

70,000

67,000

2

75,001

80,000

158,555

1

110,001

115,000

110,500

1

130,001

135,000

130,136

1

135,001

140,000

140,000

1

145,001

150,000

150,000

1

195,001

200,000

200,000

1

220,001

225,000

223,800

1

1,305,001

1,310,000

1,309,435

1

2,175,001

2,180,000

2,179,462

1

2,295,001

2,300,000

2,300,000

1

2,440,001

2,445,000

2,442,113

1

2,495,001

2,500,000

2,497,500

1

2,500,001

2,505,000

2,502,500

1

5,050,001

5,055,000

5,053,206

1

8,135,001

8,140,000

8,138,150

1,049

29,840,607

SARITOW SPINNING MILLS LIMITED

Sr. No.

Name

No. of

Shares Held

Percentage

Categories of Shareholding required under Code of Corporate Governance (CCG) As on June 30, 2025

Associated Companies, Undertakings and Related Parties (Name Wise Detail):

-

-

Mutual Funds (Name Wise Detail)

1 PRUDENTIAL STOCK FUND LTD (CDC)

5,000

0.0168

Directors and their Spouse and Minor Chidren (Name Wise Detail):

1 MR. M. NASEEM SAIGOL (CDC)

8,138,150

27.2721

2 MR. MUHAMMAD OMER FAROOQ

2,881

0.0097

3 MR. SAMIR IQBAL SAIGOL

1,123

0.0038

4 MR. MUHAMMAD ZEID SAIGOL

2,503,123

8.3883

5 MR. MUHAMMAD MURAD SAIGOL (CDC)

2,497,500

8.3695

6 MRS. SADAF KASHIF

500

0.0017

7 MR. JAMAL NASIM (CDC)

500

0.0017

8 MRS. SEHYR SAIGOL W/O M. NASEEM SAIGOL (CDC)

2,179,462

7.3037

Executives:

-

-

Public Sector Companies & Corporations:

-

-

Banks, Development Finance Institutions, Non Banking Finance Companies, Insurance Companies, Takaful, Modarabas and Pension Funds:

169,333

0.5675

Shareholders holding five percent or more voting intrest in the listed company (Name Wise Detail)

1 MR. M. NASEEM SAIGOL. (CDC)

8,138,150

27.2721

2 MRS. AMBER HAROON SAIGOL (CDC)

5,053,206

16.9340

3 MR. MUHAMMAD ZEID YOUSAF SAIGOL (CDC)

2,503,123

8.3883

4 MR. MUHAMMAD MURAD SAIGOL (CDC)

2,497,500

8.3695

5 MR. LIQUAT ALI (CDC)

2,442,113

8.1839

7 MR. KHAWAJA SAFEE SULTAN (CDC)

2,300,000

7.7076

6 MRS. SEHYR SAIGOL (CDC)

2,179,462

7.3037

All trades in the shares of the listed company, carried out by its Directors, Executives and their spouses and minor children shall also be disclosed:

Sr. No. Name Sale Purchase

NIL

Categories of Shareholders

No. of Shareholders

Share held

Percentage

Directors, Chief Executive Officer, and their spouse

and minor children

8

15,323,239

51.3503

Associated Companies, undertakings and related party

-

-

-

NIT and ICP

3

1,349,991

4.5240

Banks Development Financial Institutions Non Banking Financial Institution

8

30,337

0.1017

Insurance Companies

1

6,614

0.0222

Modarabas and Mutual Funds

3

7,246

0.0243

General Public

1,004

12,890,268

43.1971

Others (to be specified)

Pension Funds

1

130,136

0.4361

Other Companies

1

4,566

0.0153

Joint Stock Companies

14

80,403

0.2694

Foreign Companies

6

17,807

0.0597

1,049

29,840,607

100.0000



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1,349,991

3

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30,337

8

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6,614

1

5

0.0243

7,246

3

6

43.1971

12,890,268

1,004

7

8

0.4361

130,136

1

0.0153

4,566

1

0.2694

80,403

14

0.0597

17,807

6

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29,840,607

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5M

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

Name of company: SARITOW SPINNING MILLS LIMITED

Year ending: JUNE 30, 2025

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

  1. The total number of directors are Seven as per the following, -

    1. Male: Six

    2. Female: One

  2. The composition of the Board is as follows:

    Names

    Category

    Mr. Jamal Nasim

    Mrs. Sadaf Kashif

    Independent Director

    Female Director/ Independent Director

    Mr. M. Naseem Saigol

    Non-Executive Directors

    Mr. Muhammad Murad Saigol

    Mr. Muhammad Omer Farooq

    Mr. Muhammad Zeid Yousuf Saigol

    Executive Directors

    Mr. Samir Iqbal Saigol

  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 the 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 the Board;

  8. The Board have a formal policy and transparent procedures for remuneration of directors in accordance with the Act and these Regulations;

  9. In terms of the requirement of the clause 19 of the CCG Regulations, we confirm that Six directors have completed the Directors Training Program (DTP) and one director is exempt from the DTP;

  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. Chief Financial Officer and Chief Executive Officer duly endorsed the financial statements before approval of the Board;

  12. The Board has formed committees comprising of members given below.-

    1. Audit Committee:

      1. Mr. Jamal Nasim

      2. Mr. Muhammad Murad Saigol

      3. Mr. Muhammad Omer Farooq

      4. Mrs. Sadaf Kashif

    2. HR and Remuneration Committee:

      1. Mr. Jamal Nasim

      2. Mr. Muhammad Zeid Yousuf Saigol

      3. Mr. Muhammad Murad Saigol

      4. Mr. Muhammad Omer Farooq

  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 per following,-

    1. Audit Committee:

      1. October 30, 2024 (1stQuarter)

      2. November 06, 2024 (Annual)

      3. February 28, 2025 (2ndQuarter)

      4. April 28, 2025 (3rdQuarter)

    2. HR and Remuneration Committee:

      1. November 06, 2024

  15. The Board has set up an effective internal audit function/ or has outsourced the internal audit function to who are considered suitably qualified and experienced for the purpose and are 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 firm involved in the audit are not a close relative (spouse, parent, dependent and non-dependent children) of the chief executive officer, chief financial officer, head of internal audit, company secretary or 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 requirements of the Regulations 3, 6, 7, 8, 27, 32, 33 and 36 of the Regulations have been complied with.

    Chief Executive

    Director





  19. Explanation for non-compliance with requirements, other than Regulations 3, 6, 7, 8, 27, 32, 33 and 36 are appended below.

EXPLANATION FOR NON-COMPLIANCE OF NON-MANDATORY

Requirements of the Code of Corporate Governance, 2019 ("CCG")

Sr.#

Requirement

Explanation of Non-Compliance

Regulation Number

1

Disclosure of significant policies on website

The company may post key elements of its significant policies, brief synopsis of reference of the Board Committees on its website and key elements of the directors' remuneration policy

The requirement to disclose significant policies on the website is non-mandatory in regulation No. 35(1), and thus the Company has uploaded limited information in this respect on its website. The Company is, however, considering placing key elements and synopsis of other policies on its

website.

35

2

The Board constitute the anti-harassment policy to safeguard the rights and well-being of employees

Currently, the Board has not constituted an anti-harassment policy and the functions are being performed by the Human Resource department according

to the company's Grievance Policy.

10

3

As per CCG 2019 "10A.- Role of the Board and its members to address Sustainability Risks and Opportunities

The board will take appropriate measures to proactively understand and address the principal as well as emerging sustainability risks and opportunities relevant to the company and its business, including climate-related risks and opportunities, assess their potential financial and operational impacts and implement strategies for

management and mitigation thereof

10

4

Nomination Committee:

The Board may constitute a separate committee, designated as the nomination committee, of such number and class of directors, as it

may deem appropriate in its circumstances.

Currently, the board has not constituted a separate Nomination Committee and the functions are being performed by the Human Resource & Remuneration Committee.

29(I)

5

Risk Management Committee:

The Board may constitute the risk management committee, of such number and class of directors, as it may deem appropriate in its circumstances, to carry out a review of effectiveness of risk management

procedures and present a report to the Board.

The Board has not constituted a separate risk management committee however the risk is managed at respective department level which is also supervised by the departmental head.

30(I)



Russell Bedford

taking you {urther

INDEPENDENT AUDITOR'S REPORT

To the members of SARITOW SPINNING MILLS LIMITED

Report on the Audit of Financial Statements

Adverse Opinion

Rahman Sarfaraz Rahim Iqbal Rafiq

Chartered Accountant›

72-A, Faisal Town, Lahore - 54770, Pakistan.

T: +92 42 35160430 - 33

E: lahore@rsrir.com W: https://www.rsrir.com

We have audited the annexed financial statements of SARITOW SPINNING MILLS LIMITED ['the Company'], which comprise the statement of financial position as at 30 June 2025, the statement of profit or loss, the statement of comprehensive income, the statement of changes in equity, the statement of cash flows for the year then ended, and notes to the financial 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 belief, were necessary for the purposes of the audit.

In our opinion, because of the significance of the matters discussed in the Basis for Adverse Opinion' section of our report, the annexed statement of financial position, the statement of profit or loss, the statement of comprehensive income, the statement of changes in equity and the statement of cash flows together with the notes forming part thereof do not conform with the accounting and reporting standards as applicable in Pakistan and do not give the information required by the Companies Act, 2017 (XIX of 2017), in the manner so required and respectively do not give a true and fair view of the state of the Company's affairs as at 30 June 2025 and of the loss, other comprehensive income, the changes in equity and its cash flows for the year then ended.

Basis for Adverse Opinion

As reported in note 2.2, the Company has incurred gross loss of Rs. 575.51 million and loss after income taxes amounting to Rs. 598.21 million. As at 30 June 2025, the Company has accumulated losses of Rs. 807.94 million and its current liabilities exceed its current assets by Rs.1,079.66 million as at that date. Depressed yarn prices, increased production cost and underutilization of production capacity contributed to the Company's challenging liquidity situation due to which the Company has mostly relied on the financial support of its directors and sponsors. The Board of Directors of the Company in its meeting held on 28 February 2024 resolved to close the production facility for the time being. These factors indicate existence of material uncertainty that raises doubts about the Company's ability to continue as a going concern and, therefore, that it may be unable to realize its assets and discharge its liabilities in the normal course of business. While the Company has prepared and presented the annexed financial statements on going concern basis based on the factors explained in note 2.2, we consider that in the absence of favourable business conditions, an environment conducive to the industry in which the Company operates and revival of its operations and profitability, the Company may not be able to settle its liabilities and realize its assets in the normal course of business. Consequently, the use of going concern assumption in the preparation of annexed financial statements is not appropriate and adjustments may be required to the amounts reported in the financial statements. The financial statements do not disclose this fact

We conducted our audit in accordance with International Standards on Auditing ['ISAs'] as applicable in Pakistan. Our responsibilities under those standards are further described in the Auditor's Responsibilities for the Audit of the Financlal Statements section of our report. We are independent of the Company in accordance with the International Ethics Standards Board for Accountants' Code of Ethics for Professional Accountants as adopted by

the Institute of Chartered Accountants of Pakistan ['the Code'] and we have fulfilled our other ethical responsibilities in accordance with the Godo. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion

Information other than the Financial Statements and Auditor's Report Thereon

Management is 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 auditor's report thereon.

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 responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated.

If, Daseo on tne worK we nave perfurtneo, we conclude tLiat there io o material mioototcmcnt of thia other information, we are required to report that fact. We have nothing to report in this regard.

Member of Russell Bedford International - a global network of independent professional services firms

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