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 MEETINGNotice 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: -
To confirm the minutes of the last Annual General Meeting held on November 27, 2024.
To receive and adopt the Annual Audited Accounts for the year ended June 30, 2025 along with Directors' and Auditors' Reports thereon.
To appoint Auditors of the Company to hold office till the conclusion of next Annual General Meeting and to fix their remuneration.
Any other business with the permission of the Chair.
By Order of the Board
Lahore: August 29, 2025 Company Secretary
Notes:
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.
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.
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.
Members are requested to notify the Company change in their addresses, if any.
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.
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.
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 | |
Signature of Member
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.
.x.
çLAlyUłćl.SPl
x.r¥ ;
ç
lxlżULDA Plaza
sl-06Y10:30s. 202519çLAlyUł(39th)ula
ldgllSJr
łfƯ qlrĖ;:
é
Â5lsdçLAlyUłLlsċM 2024Ė 27 1
glsl PsEglsgll.gí6lç..F6yUłSc. 2025g30łl2
dcxSglsldglS.6çlSçLAlyUłl3
5lsd.çl JlP. zb 4
...
E
4
2025l 29:U
:Ė
u.rx lsċPsUgl/1-KCl.3BdlljlS(DCçluĖs3 202519202513B1
(uťċD.sdM 202512 CCDS/Physical3
62ť.slPsUCU II-Ǵslvl-103jS 48ssSAlx uGl.FJl.LldsssluAl2
66lỨsl66y
U6lyuAlыidll j4slDddll6sflj4çSglL6s3
l)qMP
EyUł5
g30EyUłłlБS2023l21x2023/C13389SROĖSllslėSSyUłgl6M 2023.l27
:ƯglsldżSBsslM QRżMEsllEƯl6dM 2025
Bs
M
https://saritowspinningmillsltd.com/annualreports.aspx
Ưl)lllMċulMglEyUł
Sl.https://www.saritowspinningmillsltd.comыłsçťlMl/46sbdţEyUł
l
(cl)dţEyUłM SlSl
ыid l 6
lszsl S72S2017
uçLAlyUłżSxBṷs7
yUłżSxBṷs6sfSlpbglL6sflMudrdżS2021l03x6P/sl2021s)15x4P/lċll
SuAGMżSBṷslżS6sd.x.r.d4łżSBṷs6slSpsluAGMglLçldu
ṷshttps//zoom.us/downloadsllls./ 48(l(ssSAGMlsżll6sflglLG
.x
ç
glB
l
5l
l/
ыid l
ls
SL
l
lż6McY/clç.dllSglL(
umer.islam@saigols.com 0321-8561366
.lllsulSglłSLlslglǴUBṷs. Psul
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
:E6
6ISIRSPsI(dEuţ/Uć E6 łLIsċM 2025g30
*I çdEGSċ Eť.gIsIçISIġa.sdçd uEł
.
bbIdd PsISçr¥;(dsIБSluƯI.LIçsIpsnçIS(dfU
GS6S(dIEłƯçç
ćƯJlsIUSGĩȦfiSP6lGSMsI(dEfdIƯ3IxMIIçÙ
Id
d.
DȦJ.s ;IIIsIgs.cIIUţgI6I sI(dEGSłlLIsċM 2025g30
ƯIxISEsIJlsnłS çÙIfilIfiçISłslIfiu/.sdu
ss.GSç
II)IEƯbIťAISSuIsI.sIIx./ sIIIċIES
IIIsnłIIsI IgAI
d.
ćţ A ćIGS
.IsI.sdsIRSPSu.ç.sIIsJ.s ;If%.P
.ť5Id
I
2025I 29
DIRECTORS' REPORTThe 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:
The financial statements prepared by the management of the Company present fair state of Company's operations, cash flows and changes in equity.
Proper books of account of the Company have been maintained as required under the Companies Act, 20 l 7.
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.
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.
The system of internal control is sound in design and has been effectively implemented and monitored.
There are no significant doubts upon the Company's ability to continue as a going concern due to continuous support of Sponsor Directors.
Key operating and financial data. For the last six years is annexed.
Outstanding taxes and levis are given in the notes to the financial statements.
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.
The figures in the financial statements for the year ending June 30, 2025, have been audited by external auditors of the Company.
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
El
/UćE SłLlsċM 2025g30lS /
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) |
.sd
.glsSl slGS6.s
EJ
xslгlUdªgl.ċUcыlçfJlsl5sUllçċUbd.zd.r LçУ.slJd.. 5lrl.sdnyéłGSE.P6.s
gMS lċl.S
d
ĩJçsl5lsJlJluãMȦJ.ť5MGSssl
écd. x16uSsĊslé .SUb.sdnld
łE
żłlE
ll | ||||||
6 | ç | |||||
1 | 3 | |||||
ł | ||||||
dP3 | Cl l3 l 3 | |||||
| l l | |||||
3 | llg | |||||
lç3 | ||||||
sť)3 | ||||||
ėṷ3 | ll | |||||
Dlçł | ||||||
L/
L L L
L/
L L L
ż E
lç3
sť)3
dP3
ll
ėṷ3
lç3
sť)3
ç l/l)l6ulll6sflćl/M lf/UćgflSgsťESgllpçÙ
:Ećl.s:ffi
U
2025l 29
l
l
SARITOW SPINNING MILLS LIMITEDFINANCIAL 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 |
g
ªI
2025g30
| I | gIII | Mxrd.M | | |||||
51.3503 | 15,323,239 | 8 | sIugI II NsIç..M.rd 5 sIN5 I ç..c;I(gç..c;I(ṷ (I sII çI3çL CéćƯȦ3c/s y.x;..r /s JAI J | 1 | |||||
- | - | - | 2 | ||||||
4.5240 | 1,349,991 | 3 | 3 | ||||||
0.1017 | 30,337 | 8 | 4 | ||||||
0.0222 | 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 | |||||||
100.0000 | 29,840,607 | 1,049 | I |
ªI
I
- | NsIç..M.rd | drd. II | ||||||||
5,000 | | |||||||||
15,323,239 | sIugI II | |||||||||
- | I | |||||||||
- | 169,333 | EdsIG çsII (Iç..c;I(gç..c;I(ṷ | ||||||||
25,133,554 | gIIS6I s)sSusIugI4sIIsIII drd |
| s) | ç | | |||||
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: -
The total number of directors are Seven as per the following, -
Male: Six
Female: One
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
The directors have confirmed that none of them is serving as a director on more than seven listed companies, including this company;
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;
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;
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;
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;
The Board have a formal policy and transparent procedures for remuneration of directors in accordance with the Act and these Regulations;
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;
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;
Chief Financial Officer and Chief Executive Officer duly endorsed the financial statements before approval of the Board;
The Board has formed committees comprising of members given below.-
Audit Committee:
Mr. Jamal Nasim
Mr. Muhammad Murad Saigol
Mr. Muhammad Omer Farooq
Mrs. Sadaf Kashif
HR and Remuneration Committee:
Mr. Jamal Nasim
Mr. Muhammad Zeid Yousuf Saigol
Mr. Muhammad Murad Saigol
Mr. Muhammad Omer Farooq
The terms of reference of the aforesaid committees have been formed, documented and advised to the committee for compliance;
The frequency of meetings (quarterly/half yearly/ yearly) of the committee were as per following,-
Audit Committee:
October 30, 2024 (1stQuarter)
November 06, 2024 (Annual)
February 28, 2025 (2ndQuarter)
April 28, 2025 (3rdQuarter)
HR and Remuneration Committee:
November 06, 2024
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;
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;
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;
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
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 REPORTTo 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
Page 1 of 3
| Attention: This is an excerpt of the original content. To continue reading it, access the original document here. |
