Transmission of Annual Report for the Year Ended 30th June 2024

43rd

ANNUAL REPORT

2024

CONTENTS

Vision

To excel in delivering highest standards quality

Jute products to customers as per

their customized needs.

Mission Statement

To transform Company into a modern and dynamic Jute Industry and to provide quality products to consumers and explore new markets to promote / extend sale of the Company's products through good governance and foster a sound and dynamic team, so as to achieve optimum profitablity

NOTICE OF ANNUAL GENERAL MEETING

NOTICE is hereby given that 43rd Annual General Meeting of the members of Suhail Jute Mills Limited, ("the Company") is to be held on November 27th 2024 at the Registered Office of the Company, 14-B Civil Lines Rawalpindi at 15:30 PM.

ORDINARY BUSINESS

1. To confirm the minutes of Annual General Meeting held 28th October 2023.
2. To receive, consider and adopt the Annual Audited Financial Statements of the Company for the year ended June 30, 2024 together with the Director's and Auditor's Reports thereon.
3. To appoint Auditors of the Company for the year ending June 30, 2025 and fix their remuneration.
4. To discuss any other matter with the permission of the Chair.

By Order of the Board of Directors

Company Secretary

Rawalpindi Dated: November 05, 2024

1. The Register of members will remain closed from November 20th 2024 to November 27th 2024 (both dates inclusive). The Members whose names appear on the Register of Members as on November 19th 2024 shall be entitled to attend and vote at the AGM.
2. A member entitled to attend speak and vote at the meeting shall also be entitled to appoint his / her proxy to attend, speak and vote instead of him/her, and a proxy so appointed shall have such rights with respect to attending, speaking and voting. The Instrument of Proxy and the Power of Attorney or other authority (if any) under which it is signed or a notarized certified copy of that Power of Attorney or authority, in order to be effective, must be received by the Company at least 48

hours before the meeting. A proxy need not be a member of the Company. The Form of Proxy is enclosed with this notice. Members may request participation through Video link in terms of SECP Circular No.10. of 2014, read with section 134(1)(b) of the Companies Act 2017.

1. Any company or other body corporate which is a member of the Company may, by resolution of its Directors, or proxy signed by authorized officers, authorize any of its officials or any other person to act as its representatives at the meeting and the person so authorized shall be entitled to exercise the same powers as it he/she were an individual member of the Company.
2. Individual members who have lodged their shares at the Central Depository Company (CDC), desiring to attend the meeting are requested to bring their original Computerized National Identity Cards (CNICs) along with the Investor Account or Participant ID and House Account/Sub-Account numbers, for identification purposes, whereas, in case of corporate member, the resolution of Board of Directors / Power of Attorney with specimen signature of the nominee may preferably be provided to the Company well in advance or otherwise produced at the time of meeting.
3. Members are requested to notify any change of their registered address, if any, immediately, but before the first day of book closure, to the Company Secretary.
4. Pursuant to Section 242 of the Companies Act, 2017 (the Act) read with relevant provisions of the Companies (Distribution of Dividends) Regulations, 2017 (the Regulations), all listed companies have been mandated to pay dividend directly into the bank accounts of entitled shareholders, as designated by them. Please provide bank account details at the earliest.
5. Members may access Financial Statements and other information from the company's Website (www.sjmlimited.com) and post comments and questions on email suhailjutemill@hotmail.com.

REVIEW REPORT OF THE CHAIRPERSON

FOR THE YEAR ENDED 30 JUNE 2024

I am pleased to present my Review Report for the year ended 30 June 2024

As stakeholders are aware, the Company continues to be in a non-operational state and there are no day to day commercial activities. Despite this limited scope of activity, the Board played an effective role in contributing to achieving the objectives of the Company. Directors' attendance and participation has been satisfactory and the Board has remained focused in the company's efforts to return to the path of commercial production and operations.

During this period, he Board's primary focus has been to pursue the plan to dispose of identified surplus assets in order to generate funds to pay off pressing liabilities in an orderly fashion, so as to raise working capital and re start commercial operations.

During the year, the committee of Directors, constituted by the Board to dispose of the identified surplus assets, continued to pursue the task allotted to them. The Committee of Directors remain closely involved in all aspects of the origination of expressions of interest and negotiation with potential investors and has kept the Board closely apprised of the ongoing developments.

At the date of this review however, no sale transaction has come to fruition, because the continuing political uncertainties continue to have an extremely detrimental effect on investor sentiment.

I look forward to an improvement in the overall state of affairs and once funds have been generated from the disposal of surplus assets the company can be on the path to recommence commercial activity.

I wish to thank the Directors for their contribution and cooperation in ensuring the smooth and effective functioning of the Board.

NEELUM SOHAIL SHAIKH

CHAIRPERSON

RAWALPINDI, 05th November 2024

SUHAIL JUTE MILLS LIMITED

DIRECTORS REPORT TO THE MEMBERS

FOR THE YEAR ENDED 30 JUNE 2024

We are pleased to present to the shareholders the Directors Report for the period. The following persons served on the Board of the Company during the financial year

NAMES OF DIRECTORS-

PRINCIPAL ACTIVITIES, DEVELOPMENT AND PERFORMANCE OF THE COMPANY

The Company was unable to re-commence its commercial production due to the unavailability of working capital finance. As a result the Company is not considered a 'going concern' and has presented its financial statements on a 'realizable basis'.

Subsequent to the completion of its merger with its former associated company, the Company had identified surplus assets that were to be disposed-off to repay Banks and other creditors and provide working capital finances to re-commence operations, as was envisaged in the Merger Plan approved by the Court in sanctioning the Merger.

During the year under review the proposed sale of land could not be materialised Efforts are continuing in this respect. The economic and political uncertainties faced by the country during the period has negatively impacted the prospects for an early disposal of assets. It is hoped that a restoration of political and economic stability can be achieved soon, following which the prospects of materialising the planned disposal of assets can bear fruition.

The Company continued to incur administrative expenditure essential to safeguard its infrastructure, service its corporate and statutory obligations and to keep its existing plant and machinery in order. The entire amount of the funding required for this purpose was fully met by funds provided by the principal shareholder, from personal resources. Inflationary pressures and high mark-up rates have continued to burden administrative expenses and finance costs during the year, contributing to the loss incurred

PRINCIPAL RISKS AND UNCERTAINTIES

As the Company has been non-operational for an extended period it is subject to uncertainties and risks. The inordinate and unplanned delay in the completion of the merger had exacerbated the risk. During the year under review, the risks faced by the Company have been compounded by the severe economic and political crises that the country continues to face, although there has been some improvement. In the Company's instance, these risks are significantly mitigated by the availability of surplus assets that, when realized, are expected to be sufficient to meet its obligations and re -commence operations.

The main risk faced by the company, is that the principal shareholder becomes unable to sustain the funding that is required to keep the Company in existence with no other source of funding available. Management, continues to proactively pursue the implementation of the merger plan as a means of overcoming these risks,and has taken steps to implement the plan primarily by identifying surplus assets that may be utilised to generate funds.

CHANGES IN THE NATURE OF THE BUSINESS OR ITS SUBSIDIARIES Apart from the developments disclosed above no changes have taken place. The Company has no subsidiaries.

COMMENTS IN AUDITORS REPORT.

There are no adverse qualifications in the Auditors' Report. The accounts are presented on a 'realizable basis' and there is no presumption that the company remains a 'going concern'.

PATTERN OF SHAREHOLDINGS Attached in the specified Form-20

DOMICILE

The Company is a Pakistan domicile company and has no holding company.

EARNINGS (LOSS) PER SHARE

The Company incurred a loss of RS. 65.046 Million (RS-15.01 per share) during the year as compared to a loss of RS.68.183 (RS.15.74 per share) in the last financial year.

SUHAIL JUTE MILLS LIMITED

REASONS FOR LOSS AND PROSPECTS OF PROFIT

The losses have arisen because the Company has not been able re commence commercial production since its cessation of manufacturing operations in 2010. The operations were discontinued because of the extensive damage to the manufacturing facility by unprecedented floods and the subsequent non availability of working capital. The Company is hopeful that funds generated by the disposal of surplus assets will enable it to recommence commercial production, as envisaged in the Court approved Merger Plan. However, it is not possible to precisely quantify or, specify the time horizon for this, as it is entirely dependent on the outcome of the ongoing efforts to dispose off surplus assets. The situation is further exacerbated by the severe economic and political uncertainties the country is facing.

DEFAULTS IN DEBTS AND REASONS FOR DEFAULT

As detailed in the Financial Accounts, the Company is in default of its obligations to Financial institutions against which Decrees have been ordered and execution proceedings are being conducted in accordance with the law by the Courts of jurisdiction.

The Company defaulted on its obligations directly because of the damage to its assets and destruction of all its stocks by the Flood events of 2010. The stocks carried as collateral security for the working capital finance were destroyed by the flood waters leaving the company with the underlying debt outstanding. However, the lenders are adequately secured by mortgaged Assets, by an arrangement that was put in place after the collateral stocks were lost due to the floods. The assets mortgaged against the said obligations are separate from those that have been identified as surplus assets and which remain available for disposal.

ADEQUACY OF INTERNAL FINANCIAL CONTROL

The Company's internal financial controls are considered adequate in the circumstances. Due to its non-operational state and in the absence of any revenue source, all expenditure is being met by the principal shareholder from personal resources. This in itself presupposes close scrutiny of all outgoings as to justifiable need and cost.

The Company has accounting systems that provide complete and accurate financial information on a timely basis, that serve to safeguard its assets, detect and prevent fraud and errors. Moreover, due to the prescribed statutory frameworks such as the IFRS, Directors refer to, approve and authenticate financial statements based on the principles and guidance provided by such frameworks.

MATERIAL POST CLOSING CHANGES

Nomaterial changes or commitments have occurred between the close of the financial year on 30 June 2024 and the date of this report

MAIN TRENDS AND FACTORS LIKELY TO EFFECT THE COMPANY

The main trends and factors likely to effect the development, performance and position of the business of the Company do not apply in our case as it is in a non-operational state. However, the factors that will affect the future outcome of the implementation of the asset disposal process under the Merger plan is dependent on the economic conditions that will dictate the market demand for assets and the ability of buyers to conduct transactions suited to the Company's needs.

ENVIRONMENTAL IMPACT

As there is currently no manufacturing activity by the company there is no exceptional, measureable impact on the environment.

CORPORATE SOCIAL RESPONSIBILITY

As the Company has not generated any revenue it has no funds available to deploy towards specific corporate social responsibility projects or programs. However it continues to fulfil its obligations to its employees and their families.

DIRECTORS RESPONSIBILITY FOR INTERNAL FINANCIAL CONTROL

In so far as Directors' responsibility for adequacy of internal financial control is concerned, as is reported, they approve and authenticate the financial information that is produced by the Company's accounting system in a timely, complete and accurate fashion, based on the framework stipulated by International Financial Reporting Standards (IFRS).

They are also responsible for the company's adherence to policies and procedures that guard against fraud and errors as well as for the safeguarding of assets.

STATEMENT OF COMPLIANCE -CORPORATE GOVERNANCE

1. The total number of directors are 7 (Seven), Comprising::
2. 1. Male: - 5 (Five)
   2. Female - 2 (Two)
3. The composition of the Board is as follows:

1. Independent Directors 2 (two)
2. Other Non-executive Directors 4 (four)
3. Executive Directors 1 (one)

SUHAIL JUTE MILLS LIMITED

1. The directors have confirmed that none of them is serving as a director on more than five listed companies, including this company (excluding the listed subsidiaries of listed holding companies where applicable).
2. 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.
3. The board has developed a vision/mission statement, overall corporate .strategy and significant policies of the company. A complete record of particulars of significant policies along with the dates on which they were approved or amended has been maintained.
4. All the powers of the board have been duly exercised and decisions on relevant matters have been taken by 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 Chairperson and, in her 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 board.

1. The board of directors have a formal policy and transparent procedures for remuneration of directors in accordance with the Act and these Regulations in that, a specific meeting fee is paid to directors attending Board meetings with no other remuneration is payable.
2. The Company has not been able to arrange Directors' Training program during the year due to its financial constraints
3. The board has in the normal course approved appointment of CFO, Company Secretary and Head of Internal Audit, including their remuneration and terms and conditions of. employment and complied with relevant requirements of the Regulations.
4. The CFO and CEO duly endorsed the financial statements before approval of the board.
5. The board has formed committees comprising of members given below:

1. Audit Committee (Name of members and Chairman)

b) HR and Remuneration Committee (Name of members and Chairman) -

1. Risk Management Committee (if applicable) Not Applicable

13. The frequency of meetings (quarterly/half yearly/ yearly) of the committee, were as per following:

1. Audit Committee 5
2. HR and Remuneration Committee - NIL
3. Nomination Committee (if applicable) NA
4. Risk Management Committee (if applicable).NA

1. The Company has an effective internal audit function.The Company's internal auditor has a B.Com degree and 14 years of experience and is considered suitably qualified and experienced for the purpose and is conversant with the policies and procedures of the company.
2. The statutory auditors of the company have confirmed that they have been given a satisfactory rating under the quality control review program of the ICAP and registered with Audit Oversight Board of Pakistan, that they or any of the partners of the firm, their spouses and minor children do not hold shares of company and that the firm and all its partners are in compliance with International Federation of Accountants (IFAC) guidelines on code of ethics as adopted by the ICAP
3. 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
4. In respect of compliance with the Code of Corporate Governance, we wish to submit that the state of the Company's affairs and its precarious financial position should be fully taken into consideration in assessing the extent of compliance, for instance:
5. 1. the Company has not been engaged in any normal commercial activity since 2010;
   2. its only source of funding is from loans from the principal shareholder;
   3. It can only afford a skeleton staff;
   4. There are no customers, production, sales or purchases.

SUHAIL JUTE MILLS LIMITED