Transmission of Annual Report for the Year Ended 31 Dec 25

NUAL

WAVES CORPORATION LII"1ITED

Contents

1. CORPORATE INFORMATION 2

2. CHAIRMAN REVIEW 4

3. DIRECTORS' REPORT 5

   1. Operating Results 5

4. CORPORATE VALUE STATEMENTS 17

   1. Corporate Values 17

   2. Corporate Objectives & Strategies 22

5. HISTORY OF WAVES 23

   1. Brief History and Holding Company 23

6. WAVES PRODUCTS 26

   1. Products 26

   2. Quality Management 27

   3. Geographical Presence & Distribution 27

7. OTHER INFORMATION 28

   1. Pattern of Shareholding 28

8. INDEPENDENT AUDITOR REVIEW REPORT 34

9. STATEMENT OF COMPLIANCE 35

10. NOTICE OF ANNUAL GENERAL MEETING 38

    NOTICE OF ANNUAL GENERAL MEETING 38

    Ordinary Businesses 38

    Special Businesses 38

11. ANNUAL FINANCIAL STATEMENTS 52

    1. Consolidated Financial Statements 53

    2. Standalone Financial Statements 54

1. ‌CORPORATE INFORMATION

   BOARD OF DIRECTORS

   1. Mr. Muhammad Zafar Hussain Chairman/Independent Director

   2. Mr. Tajammal Hussain Bokharee Independent Director

   3. Mr. Haroon Ahmad Khan Chief Executive Officer

   4. Mr. Moazzam Ahmad Khan Non-Executive Director

   5. Mrs. Nighat Haroon Khan Non-Executive Director

   6. Mr. Hamza Ahmad Khan Executive Director

   7. Mr. Khalid Azeem Non-Executive Director

   AUDIT COMMITTEE

   1. Mr. Tajammal Hussain Bokharee Chairman/Independent Director

   2. Mr. Moazzam Ahmad Khan Member/Non-Executive Director

   3. Mrs. Nighat Haroon Khan Member/Non-Executive Director

   4. Mr. Ahmad Bilal Zulfiqar Secretary

   HR & REMUNERATION COMMTTEE

   1. Mr. Muhammad Zafar Hussain Chairman/Independent Director

   2. Mr. Khalid Azeem Member/Non-Executive Director

   3. Mr. Moazzam Ahmad Khan Member/Non-Executive Director

   4. Mr. Haroon Ahmad Khan Member/ Executive Director

   5. Mr. Ahmad Bilal Zulfiqar Secretary

   CHIEF FINANCIAL OFFICER COMPANY SECRETARY

   Mr. Hamza Ahmad Khan Mr. Ahmad Bilal Zulfiqar

   HEAD OF INTERNAL AUDIT LEGAL ADVISOR

   Mr. Salaar Ahmad Khan Law Wings Advocates & Solicitors

   EXTERNAL AUDITOR SHARE REGISTRAR

   Rizwan and Company Corplink (Private) Limited Chartered Accountants

   RESISTERED OFFICE/PLANT COMPANY REGISTRATION NO.

   Factory: 9-KM Multan Road, Lahore CUIN 0001286

   PH. No. 042-35415421-5, 35421502-4 Email: cs@waves.net.pk UAN: 042-111-31-32-33 Website: https://www.waves.net.pk

   BANKERS

   Al Baraka Bank (Pakistan) Limited National Bank of Pakistan

   Askari Bank Limited Pak Brunei Investment Company Limited

   Bank Al Falah Limited Pak Libya Holding Company Limited Dubai Islamic Bank Pakistan Limited Pak Oman Investment Company Limited Faysal Bank Limited Samba Bank Limited

   First Prudential Modaraba Silk Bank Limited

   Habib Bank Limited Sindh Bank Limited Habib Metropolitan Bank Limited The Bank of Khyber Industrial & Commercial Bank of China The Bank of Punjab

   Contact Information:

   Registered Office: 042-35415421-5, 042-35421502-4

   Email: cs@waves.com.pk

   Web Site: https://www.waves.net.pk

   * Election of the Board of Directors and Committees were held during the year

2. ‌CHAIRMAN REVIEW

   On behalf of the Board of Directors of Waves Corporation Limited (WAVES or the Company), I am pleased to present the Chairman's Review for the year ended 31 December 2025, in compliance with the requirements of the Listed Companies (Code of Corporate Governance) Regulations, 2019. The Board continues to discharge its fiduciary responsibilities with a strong focus on transparency, accountability, and long-term value creation for all stakeholders. We are mindful of our role in setting the strategic direction of the Company while ensuring that an effective control environment and sound governance practices are consistently maintained.

   The Board comprises a balanced mix of executive, non-executive, and independent directors, including female representation, bringing together a diverse range of skills, experience, and perspectives. This diversity enables informed decision-making and strengthens the Board's ability to provide effective oversight in an evolving business environment. During the year under review, the Board remained actively engaged in overseeing the Company's financial and operational performance. The Board also ensured that appropriate policies and procedures are in place to safeguard the Company's assets and to promote ethical conduct. In line with the requirements of the Code, the Board has undertaken an annual evaluation of its own performance, as well as that of its committees and individual members. The evaluation process is aimed at continuous improvement and enhancing overall effectiveness. The composition of the Board and its committees remain compliant with regulatory requirements, and all appointments and elections have been carried out in accordance with applicable laws and regulations. The Board has ensured that a robust system of internal control is in place, which is regularly reviewed and monitored through the Audit Committee and internal audit function. The effectiveness of these controls provides reasonable assurance regarding the reliability of financial reporting and the safeguarding of assets.

   Despite a challenging economic environment during 2025, the Company demonstrated resilience through prudent financial management and adaptive strategies. The Board remained closely engaged with management to navigate these challenges while identifying opportunities for sustainable growth. Looking ahead, the near-term outlook remains cautiously optimistic but is tempered by post-balance-sheet geopolitical developments. The escalation of the Iran-US/Israel conflict in early 2026 disrupted oil supplies through the Strait of Hormuz, leading to a sharp surge in fuel prices in Pakistan and raising energy, transportation, and material costs. This will add renewed pressure on consumer demand in the home appliances sector. Pakistan played a constructive mediation role, brokering a two-week ceasefire announced on 8 April 2026. High-level peace negotiations are currently underway in Islamabad for a permanent resolution, though the ceasefire remains fragile amid differing interpretations and ongoing regional tensions. The Group continues to focus on liquidity preservation, cost optimization, and energy-efficient product strategies to navigate this volatility and deliver sustainable long-term value for shareholders.

   
   
   

   I would like to express my appreciation to my fellow Board members for their continued dedication, constructive input, and commitment to high standards of governance. I also acknowledge the efforts of the management team and employees for their contribution to the Company's performance during the year.

   Chairman

3. ‌DIRECTORS' REPORT

   1. ‌Operating Results

      On behalf of the Board of Directors of Waves Corporation Limited, formerly Waves Singer Pakistan Limited (WAVES or the Company), we are pleased to submit the Directors' Report and audited financial statements of your Company for the year ended 31 December 2025 (Consolidated and Standalone), together with the Auditors' Report thereon. Alhamdulillah, demand for WAVES branded products remained robust, supported by our continued commitment to high-quality, market-oriented, and innovative offerings.

      The year under review reflected a gradual macroeconomic recovery. Easing inflationary pressures, monetary policy accommodation, and improved business confidence helped stabilize the operating environment, though challenges persisted in certain segments. The business model of the Company demonstrated resilience through timely strategic decisions, cost rationalization, and operational improvements.

      The business model of the wholly owned subsidiary Waves Marketplace Limited (WAVES Plus) continued facing challenges, whereas the business model for real estate development process slowed owing to the current challenging economic and financial conditions..

      The home appliances business, undertaken through our subsidiary Waves Home Appliances Limited (WAVESAPP), operated in a challenging industry environment marked by high financing costs, inflationary pressures, and constrained consumer purchasing power for much of the year. WAVESAPP responded effectively by increasing reliance on locally manufactured materials, thereby mitigating production and import-related risks compared to peers. Construction of its state-of-the-art purpose-built factory continued at a measured pace in line with the prevailing economic conditions.

      In view of the tough environment, the Board of WAVESAPP requested an extension in the repayment timeline of the inter-company payable to the holding company (arising from the Court-sanctioned Scheme of Demerger and extended previously by the shareholders of WAVES). The Board of WAVES has considered this request and is placing the matter before the shareholders for approval in the interest of good corporate governance. Continued focus on knowledge management, operational efficiencies, cost rationalization, process re-engineering, and strategic initiatives enabled the Group to sustain performance despite macroeconomic pressures. Further analysis of operational and financial performance is provided elsewhere in this Annual Report.

      Looking ahead, the near-term outlook remains cautiously optimistic but is tempered by post-balance-sheet geopolitical developments. The escalation of the Iran-US/Israel conflict in early 2026 disrupted oil supplies through the Strait of Hormuz, leading to a sharp surge in fuel prices in Pakistan and raising energy, transportation, and raw material costs. This has added renewed pressure on consumer demand in the home appliances sector.

      Pakistan played a constructive mediation role, brokering a two-week ceasefire announced on 8 April 2026. High-level peace negotiations led by US are currently underway in Islamabad for a permanent resolution, though the ceasefire remains fragile amid differing interpretations and ongoing regional tensions. The Group continues to focus on liquidity preservation, cost optimization, and energy-efficient product strategies to navigate this volatility and deliver sustainable long-term value for shareholders.

      We extend our sincere gratitude to our valued stakeholders, including shareholders, management, employees, dealers, and suppliers, for their continued trust and support.

      Financial Highlights

      Financial highlights are presented as hereunder for consolidated financial statements, wherein financial results of standalone financial statements are also provided in this report:

      Consolidated Operating Results

      	FY25	FY24
      	Rs. in '000	Rs. in '000
      Gross revenue	6,368,133	5,072,833
      Net revenues	4,779,331	3,944,757
      Gross profit	1,344,303	1,219,295
      Operating profit	1,194,260	1,791,734
      Profit before Taxation and Levies	557,979	1,091,595
      Profit after taxation	530,460	1,087,394
      Earnings per share	1.89	3.86

      Based on the current economic and financial challenges the Board has not recommended any payout for the shareholders of the Company.

      The Board has considered and is providing operating results and business performance for consolidated financial results as it better reflects the performance of the Company as a holding entity. The individual standalone operating results of the Company are also given.

      Consolidated Operating Performance

      During the year the Company on consolidated basis achieved revenues of PKR 6.36 billion as compared to PKR 5.072 billion last year, whereas the Net Profit is PKR 0.53 billion from PKR

      1. billion million last year, which is mainly due to the fair value gains booked in last year. Due to which the earning per share for the year is PKR 1.89 as compared to PKR 3.86 of previous year.

         With the improvement in the economic conditions coupled with increase in urbanization, lowering of interest rates and growing metropolitan areas on the back of rural population migrating towards the cities for employment, better life style we expect results to improve.

         Investments in Subsidiaries

         The standalone financial statements of the Company in which investments in subsidiaries are accounted for on the basis of direct equity interest rather than on the basis of reported results and net assets of the investees. The Consolidated financial statements of the Company are prepared and presented separately.

         The Company has more than 50% equity investment in Waves Home Appliances Limited and has 100% equity investment in Waves Marketplace Limited and Waves Builders and Developers (Private) Limited

         Standalone Results of the Company

         The standalone results of the Company are given hereunder:

         	FY25	FY24
         	Rs. in '000	Rs. in '000
         Gross Revenue	357,388	331,198
         Operating Profit	427,927	453,814
         Profit before Taxation and levies	219,827	56,953
         Profit for the year	125,828	61,831
         Earnings per Share	0.45	0.22

         The brief information on the subsidiary companies is given in this Annual Report.

         Business Overview - Activities and Development

         WAVES or the Company is listed on Pakistan Stock Exchange Limited (PSX). The Company has recently gone under a Scheme of Arrangement (the Scheme) wherein the home appliances business is demerged and merged into Waves Home Appliances Limited, formerly Samin Textiles Limited (WAVESAPP), while retaining the real estate development business and retail shop network for consumer appliances and other consumer goods. The Scheme was sanctioned by the honorable Lahore High Court, Lahore on 27 May 2022. The effective date of Scheme was 31 August 2021. WAVESAPP is now a subsidiary company of the Company. The retail business is currently undertaken by Waves Market Place Limited, whereas a project company Waves Builders & Developers (Private) Limited to undertake the real estate project (which is now being merged into holding company). WAVESAPP is predominantly involved in manufacturing, assembling, and distributing a variety of home appliances and other light engineering products. WAVES has a vast range of product lines which were sold through dealer networks spread all over Pakistan and also via retail outlets owned and operated by the Company.

         Waves Home Appliances Limited (WAVESAPP)

         Waves Home Appliances Limited (formerly Samin Textiles Limited) was incorporated in Pakistan on 27 November, 1989 as a public limited company under the Companies Ordinance, 1984 (now Companies Act, 2017). The registered office of the Company is situated at 9-KM, Multan Road, Lahore at the same premises where the existing Registered office of the Company exists. WAVESAPP is currently listed on Pakistan Stock Exchange. The principal business of the Company was trading, import and export of appliances and other textile related products. Consequent to approval of scheme of arrangement, the principal line of business has been amended to include manufacturing, assembly and wholesale of domestic consumer appliances and other light engineering products. The appliances' manufacturing plant is being moved to a new purpose-built larger factory for which construction speed is slow but is continuing.

         WAVESAPP is operating a nationwide set-up of warehouses in cities such as Karachi, Lahore, Gujranwala, Peshawar, Multan, etc., along with substantial dealers, after-sales service center and service workshop spread nationwide. The Company's sales infrastructure is comparable to any other leading Home Appliance Company operating within Pakistan.

         		FY25	FY24*
         		Rs. in '000	Rs. in '000
         Gross Revenue		5,034,438	4,078,713

         Gross Profit		1,006,254	886,395
         Profit for the Year		189,204	153,287

         Since the manufacturing of home appliances is a technology-intensive business and requires technical know-how and R&D comparable with that of the global players, local companies must either heavily invest in developing such R&D and technical teams or alternatively join hands with one of the global players already looking to enter the country. The time lag in these two options clearly pushes all the local companies to join hands with the foreign players or face stiff competition. To position the Company for becoming a part of the network of the Global Player, WAVESAPP has completed corporate reorganization creating a dedicated listed company involved solely in the manufacturing and sales of domestic appliances under the WAVES brand name.

         Owing to the challenges faced on account of working capital, the Company is actively transitioning to local sources of materials to reduce import dependence and developing certain imported components in-house through vendors. There is significant potential for corporate sales of deep freezers and vizi-coolers, not only to Coca-Cola but also for the broader frozen food and beverages industry. Despite ongoing challenges, WAVESAPP remains fully committed to ensuring operational continuity.

         Waves Marketplace Limited (WML)

         Waves Marketplace Limited is a wholly owned subsidiary of the Company is a pioneer of retail sales of home appliances, offering cash and installment sales to its treasured customers to shop with convenience at nationwide spread outlets in rural and urban areas of Pakistan. WML has shown robust growth and in order to fund its expansion plans, the Board in principle decided that it may be listed on Pakistan Stock Exchange Limited (PSX) at an appropriate time when market is conducive for listing. However, due to the current tough political and economic conditions, the pace for listing preparation is slowed, until market sentiments are improved. The Gross revenues have decreased owing to high level of inflation and interest rates and weak market sentiments.

         	FY25 Rs. in '000	FY24 Rs. in '000
         Gross Revenue	1,112,613	1,104,878
         Gross Profit	338,050	333,216
         Profit before Taxation	97,532	40,841
         Profit after Taxation	66,019	52,363

         The management in parallel is also considering alternate options of funds arrangement for growth by way of securitization of receivables and/or strategic equity investors/partners. With high interest rates, growing population and high rate of urbanization, the business model of Buy Now Pay Later (BNPL) has immense growth potential similar to other parts of the developed economies.

         However, WAVES Plus will focus on a balance sales mix between Installment Sales and Cash Sales keeping in view the risk and rewards. Waves network has a potential to grow its sales multifold on the same network in line with the industry averages.

         Waves Builders and Developers (Private) Limited (WBDL)

         The Company was incorporated as an SPV by the holding company to undertake the real estate business. All the project development costs were incurred by the holding company and then were to be allocated to WBDL once the project is at an execution phase. Since the development of real estate project is at a slower pace owing to the tough economic and financial challenges, therefore,

         the Board decided that WBDL be merged with and into the Company at an appropriate time, if deemed necessary, in order to reduce regulatory and corporate costs.

         	FY25 Rs. in '000	FY24 Rs. in '000
         Operating Loss	460	330
         Loss for the Year	460	330

         Scheme of Arrangement

         During the FY 22 the honorable Lahore High Court, Lahore sanctioned the Scheme of Arrangement by and between WAVES and WAVESAPP wherein home appliances business was carved out into WAVESAPP, while retaining the retail and real estate business. This will provide several benefits including unique identities of individual companies, more focused business, customer base, supervision and controlling the business/direction of WAVESAPP, while the management of WAVESAPP can operate and manage the business of WAVESAPP on a regular day-to-day basis. Accordingly, 199,724,956 ordinary shares were issued to WAVES by WAVESAPP out of the total issue of 256,006,196 ordinary shares pursuant to the Scheme, which resulted in becoming WAVESAPP as a subsidiary of the Company. In addition, as a Settlement Consideration WAVESAPP also issued 56,281,240 shares of WAVESAPP to the shareholders of WAVES. The balance of PKR 2 billion cash was to be settled within two (2) years of the sanction of the Scheme. No profit/mark-up shall accrue on such outstanding amount if the said amounts is settled within two

         (2) years of the sanction of the Scheme. The Board has approved the extension of repayment of PKR 2.0 billion for another period of 2 years. For further details please refer the paragraphs at the start of the Notes to the Annual Financial Statements. Due to the economic and financial challenges including persistent high interest rates, the Management is in discussion with the financial institutions to restructure and optimize the Company's debt profiles.

         In addition, WAVES and WAVESAPP are in the process of completing outstanding formalities post sanction of Scheme of Arrangement related to the taxation matters as the case may be, since it is taking sometimes owing to regulatory challenges. The management is moving ahead in an appropriate and planned manner for the best interest of the Company and its shareholders. It is envisaged that these formalities shall be completed soon.

         Economic and Industry Analysis

         The year 2025 witnessed a gradual macroeconomic recovery in Pakistan. Easing inflationary pressures, successive reductions in the State Bank of Pakistan's policy rate, strong remittances, and improved business confidence supported a rebound in economic activity. These positive developments enabled the Group to demonstrate resilience despite lingering challenges in consumer demand and financing costs.

         The home appliances sector, in particular, benefited from the improving environment, though it continued to face pressures from elevated (though declining) interest rates and subdued purchasing power for much of the year. Our subsidiaries responded with disciplined cost management, greater reliance on local manufacturing, and operational efficiencies to protect margins and maintain market position.

         FUTURE OUTLOOK

         Looking ahead, the near-term outlook remains cautiously optimistic but is tempered by post-balance-sheet geopolitical developments. The escalation of the Iran-US/Israel conflict in early 2026 disrupted oil supplies through the Strait of Hormuz, leading to a sharp surge in fuel prices in Pakistan and raising energy, transportation, and raw material costs. This has added renewed pressure on consumer demand in the home appliances sector. Pakistan played a constructive mediation role, brokering a two-week ceasefire announced on 8 April 2026. High-level peace negotiations led by US are currently underway in Islamabad for a permanent resolution, though the ceasefire remains fragile amid differing interpretations and ongoing regional tensions.

         Given the technology-intensive nature of the home appliances industry, the Group remains focused on continuous investment in research and development, operational modernization, and technical expertise. Waves Home Appliances Limited (WAVESAPP) continues to enhance efficiency through ERP systems (including SAP B1), maintains international quality certifications, and prioritizes energy-efficient product innovation. Waves Marketplace Limited leverages its extensive retail and distribution network to strengthen brand reach across urban, suburban, and rural markets. The real estate project, strategically located in a high-traffic, densely populated area of Lahore with no comparable large-scale competition nearby, is well-positioned to deliver value as economic conditions stabilize.

         The Group continues to focus on liquidity preservation, cost optimization, process improvements, and energy-efficient strategies to navigate current volatility and deliver sustainable long-term value for shareholders.

         RISKS, UNCERTAINTIES AND MITIGATIONS

         The Company recognizes that risk is an integral part of business and is committed to managing the risks proactively and efficiently. The Company periodically assesses risks, in the internal and external environment and incorporates risk mitigation plans in its strategy and business/operational plans. Every risk is carefully looked into, as in some of the cases post-analysis it may lead to a new business opportunity.

         The Company has a well-defined risk management framework in place. The risk management framework works at various levels from top to bottom across the enterprise. These levels form the strategic defense cover of the Company's risk management. The Company's Risk Management Committee monitors and reviews the risk mitigation plan.

         Key Business Risks	Mitigants
         Operational excellence - These are risks associated with internal factors, administrative and operational procedures like employee turnover, supply chain disruption, IT system shutdowns or control failures.	Management reviews.
         Branding/Innovation Risk - Risk that applies to innovative areas of your business such as product research and to cope up with latest market trends and product innovation.

         • Your Company has initiated vendor rationalization, emphasis on in-house manufacturing and scorecard evaluation of vendors has been put in place.

         • Your Company has put in place a quality and process improvement program across the Company, including strategic vendors, during the year with progress being tracked at regular

         • Your Company has put in place a centralized marketing structure during the year, thereby strengthening its consumer insight process and filling up competency gaps in the concerned function.

         • Company's research and development department has been strengthened and is

         	continuously looking into and implementing product innovation strategies.
         Organization Excellence - Ability to attract and retain the right talent may lead to your Company's inability to achieve organization's goals.	talent retention
         Liquidity Risk- is the risk that the Company will encounter difficulty in meeting the obligations associated with its financial liabilities that are settled by delivering cash or another financial asset	regulatory requirements and maintaining debt financing plans
         Credit Risk- Credit risk represents the risk of a loss if the counterparties fail to perform as contracted.	the Board of Directors.
         Price Risk- with new entrants in the market, there is a likelihood of price competition which might squeeze margins.	competition affecting WAVES.
         Competitive Risk- Increasing entrants making their way into the plastic industry.	these challenges.
         Geo-political and Energy Supply Risk (Emerging)- escalation of the Iran-US/Israel conflict in early 2026 led to disruption in oil supplies through the Strait of Hormuz, causing sharp increases in global crude and domestic fuel prices. This resulted in higher transportation, energy, and raw material costs, elevated inflation, and pressure on consumer demand. Pakistan is currently hosting high-level peace negotiations in Islamabad (commencing 10-11 April 2026) between the US and Iran following a fragile two-week ceasefire, introducing both

         • Your Company has put in place Succession Planning framework mapping career development and progression opportunities for suitable employees and thereby ensuring

         • Prudent liquidity risk management implies maintaining sufficient cash and marketable securities, the availability of funding through an adequate amount of committed credit facilities. Due to dynamic nature of the business, the Company maintains flexibility in funding by maintaining committed credit lines available. The Company's liquidity management involves projecting cash flows and considering the level of liquid assets necessary to meet these, monitoring statement of financial position liquidity ratios against internal and external

         • The risk is mitigated by applying individual credit limits and by securing the majority of trade debts against bank guarantees and inland letter of credit. The credit risk arising on account of acceptance of these bank guarantees is managed by ensuring that the bank guarantees are issued by banks of reasonably high credit ratings as approved by

         • The Company is constantly sourcing competitive suppliers, improving its technology, efficiency and productivity. Also, since WAVES has in-house capability to develop products with fast turnaround time, that by itself obviates possibilities of

         • WAVES's diversified product line and unique dealer plus retail sale structure and technical expertise makes it adequately prepared to face

         • Strengthened cost rationalization and working capital optimization measures.

         • Focus on liquidity preservation, product-mix optimization toward more energy-efficient models, and

         • selective sourcing strategies to mitigate input cost pressures.

         • Close monitoring of macroeconomic and geopolitical developments with agile decision-making and contingency plans to protect margins and supply chains. The

         opportunities for regional stabilization and ongoing uncertainties	Board remains vigilant on the outcome of the Pakistan-hosted talks
         Regulatory Risk- Imposition/enhancement of duties, taxes, levies and other conditions may adversely affect the operations.

         • New levies go across the board, so we stay competitive

         ENVIRONMENT, HEALTH & SAFETY

         We are committed to achieve excellence in health, safety, and the environment across our business. We prioritize the safety of our employees and work hard to provide a positive environment, good health, and safety culture, particularly at our manufacturing facilities while vigilantly fulfilling our environmental duties and responsibilities. Our company gives importance to the occupational safety and health of our workers. We maintain a safe working environment and takes responsibility for the health and wellbeing of our staff and stakeholders. The Company actively trains all employees to ensure their safety at both the workplace and beyond. Besides, our manufacturing, distribution, and retail operations have developed SOPs that seek to reduce the risk of accidents.

         SUSTAINABILITY AND ESG COMMITMENT (ESG)

         In alignment with the SECP's ESG Regulatory Roadmap and the adoption of IFRS Sustainability Disclosure Standards (S1 and S2), Waves Home Appliances Limited remains committed to integrating Environmental, Social, and Governance (ESG) considerations into its core strategy. The Board has initiated oversight of sustainability-related risks, with a primary focus on energy efficiency, a critical pillar in the current high-cost energy landscape. Through our transition to 'Inverter' technology and optimized manufacturing processes, we aim to mitigate our environmental footprint while delivering long-term value. Furthermore, the Company is in the process of reviewing for onboarding the SECP's 'ESG Sustain Portal' to ensure transparent and standardized reporting of our social impact and governance practices, reinforcing our commitment to responsible corporate citizenship

         CORPORATE SOCIAL RESPONSIBILITY (CSR)

         We believe in collective effort and therefore, have created a strong organizational culture that extends benefits to all employees and stakeholders. We embrace social responsibility as one of our core values and it is shared by every member of the group. Sustainable and responsible development is not only binding by local laws on corporate entities, but it is more about moral obligation which needs to be followed and practiced with the best spirit.

         We strongly believe that improving its environmental and social performance is inevitable for its financial success. The Company always emphasizes a culture of excellence, good governance, transparency, integrity, and accountability. WAVES has been consistently running the following diverse CSR initiatives each fulfilling in achieving our goals towards our CSR vision.

         GENDER PAY GAP STATEMENT

         WAVES, we believe in fairness and equality for everyone on our team. We're committed to providing a workplace where all employees are treated with respect and given equal opportunities to grow and succeed.

         We ensure that our female employees (if any) receive the same pay and benefits as their male colleagues, fostering an environment where talent and hard work are what truly matter. Our inclusive culture values individuals from all backgrounds regardless of age, gender, race, marital status, disability, religion, beliefs or color. Our commitment to gender diversity is evident through representation of women on our Board of Directors.

         INVESTMENT IN HUMAN CAPITAL

         At Waves Corporation, we believe in attracting the best talent in the marketplace and giving them the skills and opportunities, they need to become high-achievers.

         Human Assets

         The Company treats its people as its most important asset. We are always on the lookout to recruit, train and promote the best human resource talent available. Besides attractive remuneration packages, our corporate culture is designed to boost employee performance. Our succession planning framework proactively guides our recruitment and promotion activities.

         Learning & Organizational Development

         Our workforce regularly undergoes training in their respective functional areas. The Singer Retail Academy is instrumental in taking the employees through a comprehensive workforce training calendar. We also conduct workshops to make our employees aware of new developments in the field to remain abreast of the changing market landscape.

         Adequacy of Internal Financial Controls

         The internal control framework has been effectively implemented through an in-house Internal Audit function established by the Board which is independent of the External Audit function. The Company's system of internal control is sound in design and has been continually evaluated for effectiveness and adequacy. The Audit Committee has ensured the achievement of operational, compliance, risk management, financial reporting and control objectives, safeguarding of the assets of the Company, and the shareholders' wealth at all levels within the Company. The Internal Audit function has carried out its duties under the charter defined by the Audit Committee. The Audit Committee has reviewed material Internal Audit findings, took appropriate action or brought the matters to the Board's attention where required. Coordination between the External and Internal Auditors was facilitated to ensure efficiency and contribution to the Company's objectives, including a reliable financial reporting system and compliance with laws and regulations.

         BEST PRACTICS OF CORPORATE GOVERNANCE

         Our Code of Conduct lists Ethics as one of our core values, therefore Waves Corporation Limited has a zero-tolerance policy towards any form of discrimination and harassment. Similarly, honesty and open communication is also expected on the reporting front, we care how we get results. We believe it is essential for everyone associated with Waves Corporation Limited to embrace this culture and live by the highest standards of integrity and accountability. The Board of directors adopted the Code of Conduct for Directors and employees and the same has been circulated to board members and employees in terms of requirement of the Listed Companies (Code of Corporate Governance) Regulations, 2019. The code of conduct is also placed on the Company's website.

         Directors' Statement

         As required by the Code, we, the Directors of the Company, are pleased to state that:

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

         2. Proper books of account have been maintained by the Company;

         3. Appropriate accounting policies have been consistently applied in the preparation of financial statements;

         4. The accounting estimates are based on reasonable and prudent judgment;

         5. International Accounting Standards (IAS) and IFRS, as applicable in Pakistan, have been followed in the preparation of financial statements;

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

         7. There are no significant doubts upon the Company's ability to continue as a going concern; and

         8. There has been no material departure from the best practices of corporate governance, as detailed in the listing regulations except to the extent mentioned in this Annual Report.

      Statement of Compliance

      The Company adheres to the best practices of governance. The Company has issued a "Statement of Compliance with the Code of Corporate Governance" as stipulated in listed Companies (Code of Corporate Governance) Regulations 2019, which has also been reviewed and certified by the Auditors of the Company.

      Meetings and Activities during the Financial Year

      During the year, four (4) meetings of the Board of Directors were held, which were presided over by the Chairman. The Chief Financial Officer and Company Secretary also attended the meetings to the extent required.

      Board of Directors

      No	Name of Director	Status	Meetings Attended
      1	Mr. Haroon Ahmad Khan	CEO / Director	4
      2	Mr. Moazzam Ahmad Khan	Non-Executive Director	4
      3	Mrs. Nighat Haroon Khan	Non-Executive Director	4
      4	Mr. Hamza Ahmad Khan	Executive Director	4
      5	Mr. Tajammal Hussain Bokharee	Independent	4
      6	Mr. Khalid Azim	Non-Executive Director	4
      7	Mr. Zafar Hussain	Independent	4

      Audit Committee

      An Audit Committee of the Board has been in existence since the enforcement of the Code of Corporate Governance. It comprises of three (3) members.

      The Chairman is an Independent Director. Other members include two (2) Non-Executive Directors. Five (5) meetings of the Audit Committee were held during the year. Attendance of each Member is given hereunder: -

      No.	Name of the Director	Status	Meetings Attended
      1	Mr. Tajammal Hussain Bokharee	Independent Director	5
      2	Mrs. Nighat Haroon Khan	Non-Executive Director	5
      3	Mr. Moazzam Ahmad Khan	Non-Executive Director	5

      The Audit Committee has adopted its terms of reference as provided in the Listed Companies (Code of Corporate Governance) Regulations, 2019.

      Human Resource and Remuneration Committee

      The Human Resource & Remuneration Committee comprises of Four (4) members out of which one (1) member is independent and there are one (1) Executive Directors and two (2) Non-Executive Directors. One meeting of the Human Resource and Remuneration Committee was held during the year. Attendance of each Member is given hereunder -

      No.	Name of the Director	Designation	Attended
      1	Mr. Muhammad Zafar Hussain	Chairman/Independent	1
      2	Mr. Moazzam Ahmad Khan	Non-Executive Director	1
      3	Mr. Khalid Azeem	Non-Executive Director	1
      4	Mr. Haroon Ahmad Khan	Executive Director	1

      The Human Resource and Remuneration Committee has adopted its terms of reference as provided in the Listed Companies (Code of Corporate Governance) Regulations, 2019

      Evaluation of the Board's Performance and Directors' Training Program

      As required under the Listed Companies (Code of Corporate Governance) Regulations, 2019, a formal and effective mechanism is put in place for an annual evaluation of the Board's own performance, members of the Board, and of its committees against pre-determined operational and strategic goals. Effective boards make sound collective decisions to meet the company's strategic objectives and provide oversight and support on key matters to management for optimal operational performance. A well-conducted evaluation helps the board and its committees to perform to their maximum capabilities, crucial for the continuing success and growth in the long-term sustainable value of the Company.

      Notice of Annual General Meeting

      The notice of Annual General Meeting is also attached to this Report.

      Pattern of Shareholding

      The total number of the Company's shareholders as of 31 December 2023 were 6,980 in numbers. The pattern of Shareholding of the Company as of 31 December 2023, along with a pattern of shareholding of certain classes of shareholders whose disclosure is required under the reporting framework as well as the statement of purchase and sale of shares by Directors, executives, and their spouses including minor children (if any) during financial year 2023 is given in the report.

      Election of Directors

      The existing Board of Directors were elected on 11 August 2023 comprising of seven (7) Directors including one (1) Female non-executive Director, two (2) Independent Directors, one of them is Chairman of the Board also, two (2) non-executive Directors and two (2) executive Directors including Chief Executive Director. Detailed composition as per the Listed Companies (Code of Corporate Governance) Regulations, 2019, is given in "Statement of Compliance" annexed to the Annual Report. These Directors were re-appointed during the year.

      Directors' Remuneration

      The Board of Directors has duly approved the policy and procedure for remuneration of the Directors for attendance of Board and Committee meetings in compliance with the requirements of the Company's Article of Association, Companies Act, 2017 and the listed companies (Code of Corporate Governance) Regulations, 2019. The remuneration is determined by the level of

      responsibility and expertise, to attract and retain the best talent while ensuring that their independence is not compromised in any manner. Its main features include that Independent Directors are entitled to meeting fees as remuneration for attending meetings of the Board of Directors and other committees of the Board. Details of the remuneration paid to Directors during the year is given in relevant Note of the Financial Statements.

      Investor Relations & Website

      We want our investors, shareholders, and customers to be well informed about us and our operations so we can continue to build lasting and mutually beneficial relationships. We are determined to service our Shareholders and Stakeholders by delivering material information as soon as the same are available for circulation. As a practice, we will regularly publish all material communiqués on the official website of the company (https://www.waves.net.pk) such as the Company's financial, operational performance, a pattern of shareholding, material disclosures, and any other information deemed essential for the investors.

      Our investor complaint section also covers detail of the person to contact in case of investor grievances so that your concerns may be duly addressed.

      EXTERNAL AUDITORS

      The Audit Committee has recommended the reappointment of M/s. Rizwan & Co., Chartered Accountants, Lahore, as Statutory Auditors of the Company for the year ending 31 December 2026, at a fee to be mutually agreed upon. The Board has endorsed this recommendation.

      ACKNOWLEDGEMENTS

      We would like to thank all our stakeholders, especially our valued customers, suppliers, business partners, financial institutions, regulators, who have positioned their trust in us. The Company's accomplishments and present standing could not have been possible without the unswerving commitment, hard work, immense support, and efforts of our management team and other employees who deserve a full compliment. We are confident that the team will continue to grow and constantly deliver on the expectations of all stakeholders. The Board would also like to place its appreciation for the Securities & Exchange Commission of Pakistan, State Bank of Pakistan, and the management of the Pakistan Stock Exchange for their continued support and cooperation. We would also like to extend our sincerest gratitude to our shareholders for the confidence and trust they have reposed in us and for their unwavering support.

      
      
      

      ___________________ Moazzam Ahmad Khan

      
      
      

      For and on behalf of the Board: For and on behalf of the Board:

      ___________________ Haroon Ahmad Khan

      Chief Executive Officer Director

      Lahore

4. ‌CORPORATE VALUE STATEMENTS

   1. ‌Corporate Values

      Vision & Mission

      • To be an innovative company that is driven by modern ideas, committed to constantly strive for surpassing customer expectations in Quality and Value for Money and to be a leading company engaged in home appliances and light engineering business in Pakistan.

      
      
      

      Vision Statement

      • To inspire the Customers and Consumer with our innovative products & designs through R&D, improve the standard of life by offering high-quality products and services at affordable prices and create and reshape the Future.

      
      
      

      Mission Statement

      Core Values

      
      
      

      Code of Conduct

      WAVESAPP has committed itself to conduct its business in an honest, ethical and legal manner. The Company wants to be seen as a role model in the community by its conduct and business practices. All this depends on the Company's personnel, as they are the ones who are at the forefront of Company's affairs with the outside world.

      This statement in general is in accordance with Company goals and principles that must be interpreted and applied within the framework of laws and customs in which the Company operates. This code will be obligatory for each director and employee to adhere to. Waves Group endeavors for implementation of similar code in other companies that it controls.

      RESPECT, HONESTY AND INTEGRITY

      Directors and employees are expected to exercise honesty, objectivity and due diligence in the performance of their duties and responsibilities. They are also directed to perform their work with due professionalism.

      COMPLIANCE WITH LAWS, RULES AND REGULATIONS

      The Company is committed to comply and take all reasonable actions for compliance with all applicable laws, rules and regulations of state or local jurisdiction in which the Company conducts business. Every director and employee, no matter what position he or she holds, is responsible for ensuring compliance with applicable laws.

      FULL AND FAIR DISCLOSURE

      Directors and employees are expected to help the Company in making full, fair, accurate, timely and understandable disclosure, in compliance with all applicable laws and regulations, in all reports and documents that the Company files with, furnishes to or otherwise submits to, any governmental authorities in the applicable jurisdiction and in all other public communications made by the Company. Employees or directors who have complaints or concerns regarding accounting, financial reporting, internal accounting control or auditing matters are expected to report such complaints or concerns in accordance with the procedures established by the Company's Board of Directors.

      PREVENT CONFLICT OF INTEREST

      Directors and employees, irrespective of their function, grade or standing, must avoid conflict of interest situations between their direct or indirect (including members of immediate family) personal interests and the interest of the Company. Employees must notify their direct supervisor of any actual or potential conflict of interest situation and obtain a written ruling as to their individual case. In case of directors, such ruling can only be given by the Board and will be disclosed to the shareholders.

      TRADING IN COMPANY SHARES

      Trading by directors and employees in the Company shares is possible only in accordance with the more detailed guidelines issued from time to time by corporate management in accordance with applicable laws. This also includes shares of the companies that are directly/indirectly controlled by the Company.

      INSIDE INFORMATION

      Directors and employees may become aware of information about Company that has not been made public. The use of such non-public or "inside" Directors and employees becoming aware of information which might be price sensitive with respect to the Company's shares have to make sure that such information is treated strictly confidential and not disclosed to any colleagues or to third parties other than on a strict need-to know basis. Potentially price sensitive information pertaining to shares must be brought promptly to the attention of the Management, who will deliberate on the need for public disclosure. Only the Management will decide on such disclosure. In case of doubt, seek contact with the Company Secretary and/or the Chief Financial Officer.

      MEDIA RELATIONS AND DISCLOSURES

      To protect commercially sensitive information, financial details released to the media should never exceed the level of detail provided in Quarterly and Annual Reports or official statements issued at the presentation of these figures. As regards topics such as financial performance, acquisitions, divestments, joint ventures and major investments, no information should be released to the press without prior consultation with the Management. Employees should not make statements that might make third parties capable of "insider trading" on the stock market.

      COMPETITION AND FAIR DEALING

      The Company seeks to outperform its competition fairly and honestly. Stealing proprietary information, possessing trade secret information that was obtained without the owner's consent or inducing such disclosures by past or present employees of other companies is prohibited. Each director and employee are expected to deal fairly with Company's customers, suppliers, competitors and other employees. No one is to take unfair advantage of anyone through manipulation, abuse of privileged information or any other unfair practice.

      The Company is committed to selling its products and services honestly and will not pursue any activity that requires to act unlawfully or in violation of this Code. Bribes, kickbacks and other improper payments shall not be made on behalf of the Company in connection with any of its businesses. However, tip, gratuity or hospitality may be offered if such act is customary and is not illegal under applicable law. Any commission payment should be justified by a clear and traceable service rendered to the Company. The remuneration of agents, distributors and commissioners cannot exceed normal business rates and practices. All such expenses should be reported and recorded in the Company's books of accounts.

      EQUAL EMPLOYMENT OPPORTUNITY

      The Company believes in providing equal opportunity to everyone around. The Company laws in this regard have to be complied with and no discrimination upon race, religion, age, national origin, gender or disability is acceptable. No harassment or discrimination of any kind will be tolerated; directors and employees need to adhere standards with regard to child labor and forced labor.

      WORK ENVIRONMENT

      All employees are to be treated with respect. The Company is highly committed to providing its employees and directors with a safe, healthy and open work environment, free from harassment, intimidation or personal behavior not conducive to a productive work climate. In response the Company expects consummate employee allegiance to the Company and due diligence in his job.

      The Company also encourages constructive reasonable criticism by the employees of the management and its policies. Such an atmosphere can only be encouraged in an environment free from any prospects of retaliation due to the expression of honest opinion.

      PROTECT HEALTH, SAFETY AND SECURITY

      The Company intends to provide each director and employee with a safe work environment and comply with all applicable health and safety laws. Employees and directors should avoid violence and threatening behavior and report to work in fair condition to perform their duties.

      RECORD KEEPING

      The Company is committed to compliance with all applicable laws and regulations that require the Company to maintain proper records and accounts which accurately and fairly reflect the Company's transactions. It is essential that all transactions be recorded and described truthfully, timely and accurately on the Company's books.

      No false, artificial or misleading transactions or entries shall be reflected or made in the books or records of the Company for any reason. Records must always be retained or destroyed according to the Company's record retention policies.

      PROTECTION OF PRIVACY AND CONFIDENTIALITY

      All directors and employees, both during and after their employment, must respect the exclusivity and trade secrets of the Company, its customers, suppliers and other colleagues and may not disclose any such information unless the individual or firm owning the information properly authorizes the release or disclosure.

      All the Company's assets (processes, data, designs, etc.) are considered as certified information of the Company. Any disclosure will be considered as grounds, not only for termination of services/employment, but also for criminal prosecution, legal action or other legal remedies available during or after employment with the Company to recover the damages and losses sustained.

      PROTECTION & PROPER USE OF COMPANY ASSETS / DATA

      Each director and employee are expected to be the guardian of the Company's assets and should ensure its efficient use. Theft, carelessness and waste have a direct and negative impact on the Company's profitability. All the Company assets should be used for legitimate business purposes only. The use, directly or indirectly, of Company funds for political contributions to any organization or to any candidate for public office is strictly prohibited. Corporate funds and assets will be utilized solely for lawful and proper purposes in line with the Company's objectives.

      GIFT RECEIVING

      Directors and employees will not accept gifts or favors from existing or potential customers, vendors or anyone doing or seeking to do business with the Company. However, this does not preclude giving or receiving gifts or entertainment, which are customary and proper in the circumstances, provided that no obligation could be or be perceived to be, expected in connection with the gifts or entertainment.

      COMMUNICATION

      All communications, whether internal or external, should be accurate, forthright and where ever required, confidential. The Company is committed to conduct business in an open and honest manner and provide open communication channels that encourage candid dialogue relative to employee concerns.

      The Company strongly believes in a clean desk policy and expects its employees to adhere to it not only for neatness but also security purposes.

      EMPLOYEE RETENTION

      High quality employee's attraction and retention is very important. The Company will offer competitive packages to the deserving candidates. The Company strongly believes in personnel development and employee training programs are arranged regularly.

      INTERNET USE / INFORMATION TECHNOLOGY

      As a general rule, all Information Technology related resources and facilities are provided only for internal use and/or business-related matters. Information Technology facilities which have been provided to employees should never be used for personal gain or profit, should not be misused during work time and remain the property of the Company.

      Disclosure or dissemination of confidential or proprietary information regarding the Company, its products or its customers outside the official communication structures is strictly prohibited.

      COMPLIANCE WITH BUSINESS TRAVEL POLICIES

      The safety of employees while on a business trip is of vital importance to the Company. The Company encourages the traveler and his/her supervisor to exercise good judgment when determining whether travel to a high-risk area is necessary and is for the Company's business purposes.

      It is not permitted to combine business trips with a vacation or to take along spouse, relative or friend without the prior written authorization from Management.

      COMPLIANCE

      It is the responsibility of each director and employee to comply with this code. Failure to do so will result in appropriate disciplinary action, including possible warning issuance, suspension and termination of employment, legal action and reimbursement to the Company for any losses or damages resulting from such violation.

      Compliance also includes the responsibility to promptly report any apparent violation of the provisions of this code. Any person meeting with difficulties in the application of this code should refer to the Management.

   2. ‌Corporate Objectives & Strategies

      Objectives	Strategies
      Enhance shareholders' Returns	To manage business in an efficient manner with a constant focus on the topline and bottom-line performance of the Company
      Become Price-Competitive	Improve production efficiency through both technological upgrades and optimal resource utilization
      Broaden the Product Portfolio	Enter into strategic trading relationships with global brands to improve standing in segments where product standing is weak
      Exceed Customer Expectations	Invest in customer-centric initiatives to improve geographical touch-points and after-sales services
      Create a Pro-Growth, Learning Organization	Promote employee training & development and ethical business
      Knowledge Management	Promote tacit and explicit knowledge within the Group to effectively create, gather, store and re-use knowledge as an asset for ultimate Group benefits

5. ‌HISTORY OF WAVES

   1. ‌Brief History and Holding Company

      Waves Home Appliances Limited, formerly Samin Textiles Limited (WAVESAPP or the Company) is listed on Pakistan Stock Exchange Limited (PSX). The principal line of business was trading, import and export of textile products. Consequent to the approval of the Scheme of Arrangement (the Scheme) by and between the Company and Waves Corporation Limited, formerly Waves Singer Pakistan Limited (WAVES) home appliances business of WAVES was acquired with effect from 31 August 2021 by the Company, under the sanction order of the honorable Lahore High Court, Lahore on 27 May 2022). As per the Scheme the Company shall be a subsidiary company of WAVES.

      
      
      

      Waves Corporation (WAVES or Holding company) history has its legacy from the Singer's brand where Singer's history dates back to 1850, when Isaac Merritt Singer manufactured the first ever sewing machine in Boston, USA. I. M

      Singer & Company was duly incorporated during the same year. The name changed to Singer Manufacturing Company during 1853 when the factory of the Company was also relocated to New York, USA. Singer established its presence in the Indian sub-continent during 1877. Over the years, and after the independence of Pakistan, Singer continued its business of sewing machines in the country, but also started dealing in domestic consumer appliances, besides manufacturing and assembling light engineering products. In 1985, Singer became a public listed company. Later with global restructuring of Singer, the local Singer company was sold out to professional team having expertise in home appliances and light engineering businesses. Under Singer brand the Holding company manufactured variety of consumer appliances including refrigerators, air conditioners, LED TVs, washing machines, microwave ovens, in addition to its more traditional offerings of sewing machines, water heaters and gas ovens etc. In addition, it had an extensive retail network in Pakistan that covered mostly small towns and metropolitan cities of the country.

      Later the Holding company acquired WAVES brand through a merger sanctioned by the honorable high court, wherein Cool Industries (Private) Limited (owner of Waves brand) and Link Well (Private) Limited were merged with and into the Company and the name of the Company was changed from Singer Pakistan Limited to Waves Singer Pakistan Limited. With the growth in business, the management of Holding Company felt prudent to demerge home appliances business into a separate entity Waves Home Appliances Limited, formerly Samin Textiles Limited (WAVESAPP), while retaining the real estate development business and retail shop network for consumer appliances and other consumer goods.

      The Holding company was in discussion with Singer International since year 2021 in respect of relinquishment of Singer brand. During the first quarter of year 2022, the deal with the Singer International was not conclusive. Efforts are still in pipeline for re-negotiation of royalty to Singer International. However, in order to avoid legal complication, the Holding company halted the use of Singer brand and its related production. Accordingly, the name of the Holding company was also changed to exclude the word "Singer" from the name of the Company.

      
      
      

      WAVES brand of consumer appliances was established by Cool Industries (Private) Limited in 1971 by a family of entrepreneurs from Lahore. Within a

      span of four decades, the Company became a household brand in the country. The

      history of the company is filled with many milestones. Back in 1976, it started the production of refrigerators. By 2002, the company had become the sole producer of Split Air Conditioners in

      Pakistan. The company started producing Microwaves in 2003, under an agreement with GALANZ, a Chinese company. The product take-off was impressive, thanks to product durability. The production of Washing Machines started in 2004, when Waves pioneered single-tub and double-tub washing machines in this market. The company continued its growth path until 2015, when a tough competitive landscape and succession issues within the sponsors family created many bottlenecks in the smooth operations of the company. Subsequently, WAVES was acquired by the sponsors of Waves Corporation Limited (formerly Waves Singer Pakistan Limited).

      The Holding company has two other subsidiary companies i.e., Electronic Marketing Company Limited which is a pioneer retail of retail sales offering cash and installment sales to our treasured customers to shop with convenience at our 141 nationwide spread outlets in rural and urban areas of Pakistan; and Waves Builders and Developers (Private) Limited, which is formed to undertake real estate projects.

      Restructuring of the Company

      During the year, effective from 01 September 2021 Waves Home Appliances Limited (WAVESAPP or the Company) and Waves Corporation Pakistan Limited, formerly Waves Singer Pakistan Limited (WAVES) completed a Scheme of Arrangement as follows:

      1. Carving out / separation of home appliances business from WAVES by transferring certain assets, liabilities, obligations, contracts and undertakings and amalgamating the same with and into WAVESAPP as of the effective date 01 September 2021 against allotment and issue of WAVESAPP shares to WAVES and its shareholders.

      2. The Honorable Lahore High Court (the Court) through its Order dated 27 May 2022 which was issued on 22 June 2022, has approved the Scheme of Arrangement as proposed and granted sanction order for the carving out of home appliances business from the WAVES and amalgamation of the same into the subsidiary WAVESAPP.

         As consideration for the transfer of the home appliances business, WAVESAPP shall issue a total of 256,006,196 shares as follows:

         1. 199,724,956 shares shall be issued and allotted to WAVES.

         2. Remaining 56,281,240 shares of WAVESAPP shall to be issued and allotted to shareholders of the WAVES in the ratio of 20 shares for every 100 shares of the WAVES.

         3. Rs. 2 billion in cash is payable to the WAVES by WAVESAPP; no additional compensation shall be applicable against this amount if the said amount is settled by the WAVESAPP within 2 years of sanction of this scheme. However, if the said amount is still wholly or partially outstanding at the end of 2 years of the sanction of scheme, then a profit/mark-up shall be payable on outstanding amount on a quarterly basis in arrears at such profit/mark-up rate as determined by the Board(s) of Directors of each of the Company at the relevant time, provided such profit/mark-up rate shall not be less than the rate prescribed under applicable laws

         As part of the arrangement hereunder, subsequent to the Scheme completion date, but prior to the issuance/allotment of WAVESAPP Shares to WAVES and its shareholders, share capital of WAVESAPP is consolidated from every 225 shares to 100 shares i.e., total paid up capital from 26,728,000 to 11,879,111 shares. The WAVES Group expects several benefits after this scheme of arrangement including the synergies of operations, allowing them to become leading suppliers /

         service providers, resulting in greater revenue. Furthermore, by separating the business segments (as contemplated in this Scheme), the individual companies shall have unique identities and a more focused business and customer base. At the same time, as a consequence of the arrangement, WAVESAPP has become a subsidiary of the Company and this will allow the management of each Company to focus on the business segment, resulting in better performance of the same. Further, this will enable WAVES to oversee, supervise and control the business / direction of WAVESAPP, while the management of WAVESAPP can operate and manage the business of WAVESAPP on a regular / day-to-day basis.

         The shares have been issued to WAVES and the shareholders of WAVES.

         Subsequent to the period end and pursuant to the Scheme, the previous Board of Directors of the Company resigned and new Board was appointed by the Company which took effective charge on 02 August 2022. The new Board is in the process of reviewing and updating the systems, procedures and other corporate formalities in the best interest of the Company.

         Holding Company

         Pursuant to the Scheme, Waves Corporation Limited, formerly Waves Singer Pakistan Limited (WAVE) has now become a holding company of WAVESAPP. Currently the new shares issuance pursuant to the Scheme are in process of issuance for which necessary notices of book closures has already been issued by WAVES.

         The registered office of WAVES is located at 9-KM Multan Road, Lahore. The registered office of the Company is being shifted to the Registered Office of the Holding Company.

6. ‌WAVES PRODUCTS

   1. ‌Products

      Waves Branded Product Range

      
      
      
      
      Waves Brand
      
      

      Deep Freezers Visi Coolers Refrigerators Air Conditioners

      Washing Machines

      Microwaves Water Dispensers Water Heaters Instant Geysers Cooking Ranges

   2. ‌Quality Management

      Waves standardized manufacturing processes and rigorous quality control management procedures are followed to achieve consistency in product performance and enhance customer satisfaction. The Company recognizes the importance of Quality Management System as an integrated function; combined with Innovation, Research & Development and Information Technology. The Company complies with the International Standard ISO 9001:2015 accredited by IAF & UKAS.

      The Company has developed extensive In-house Quality Checks and Controls to assure complete risk coverage from the Designing to the Customer usage. The controls encompass the processes of Design & Development, Material Ordering & Receiving, Initial Material Inspection, Manufacturing and Product Testing to End User.

   3. ‌Geographical Presence & Distribution

      
      
      

7. ‌OTHER INFORMATION

   1. ‌Pattern of Shareholding

      THE COMPANIES ACT, 2017

      Form 20 Section 227(2)(f)

      PATTERN OF SHAREHOLDING

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

Total

.

1. ‌INDEPENDENT AUDITOR REVIEW REPORT

   Independent Auditor's Review Report

   To the members of Waves Corporation Limited

   Review Report on the Statement of Compliance contained in Listed Companies (Code of Corporate Governance) Regulations, 2019

   We have reviewed the enclosed Statement of Compliance with the Listed Companies (Code of Corporate Governance) Regulations, 2019 (the Regulations) prepared by the Board of Directors of Waves Corporation Limited (the Company) for the year ended December 31, 2025 in accordance with the requirements of Regulation 36 of the Regulations.

   The responsibility for compliance with the Regulations is that of the Board of Directors of the Company. Our responsibility is to review whether the Statement of Compliance reflects the status of the Company's compliance with the provisions of the Regulations and report if it does not and to highlight any non-compliance with the requirements of the Regulations. A review is limited primarily to inquiries of the Company's personnel and review of various documents prepared by the Company to comply with the Regulations.

   As a part of our audit of the financial statements we are required to obtain an understanding of the accounting and internal control systems sufficient to plan the audit and develop an effective audit approach. We are not required to consider whether the Board of Directors' statement on internal control covers all risks and controls or to form an opinion on the effectiveness of such internal controls, the Company's corporate governance procedures and risks.

   The Regulations require the Company to place before the Audit Committee, and upon recommendation of the Audit Committee, place before the Board of Directors for their review and approval, its related party transactions, with the requirements of Section 208 of the Companies Act, 2017. We are only required and have ensured compliance of this requirement to the extent of the approval of the related party transactions by the Board of Directors upon recommendation of the Audit Committee. We have not carried out procedures to assess and determine the Company's process for identification of related parties and that whether the related party transactions were undertaken at arm's length price or not.

   Based on our review, nothing has come to our attention which causes us to believe that the Statement of Compliance does not appropriately reflect the Company's compliance, in all material respects, with the requirements contained in the Regulations as applicable to the Company for the year ended December 31, 2025.

   Further, we highlight below instances of non-compliance with the requirements of the Regulations as reflected in the paragraph reference where these are stated in the Statement of Compliance:

   Reference Paragraph

   Description

   9 As required under clause 19 (1)(i) of the regulations, it is encouraged that by June 30, 2022; all the directors on their Boards have acquired the prescribed certification under any director training program offered by institutions, local or foreign, that meet the criteria specified by the Commission and approved by it. However, out of 7 directors; only 4 have completed their Training from the approved institutions under Directors Training Program.

   Rizwan & Company Chartered Accountants

   Lahore: Engagement Partner: Imran Bashir

   UDIN:

2. ‌STATEMENT OF COMPLIANCE

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

   Name of the Company: Waves Corporation Limited

   Year ended: 31 December 2025

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

   1. The total number of directors are Seven (7) as per the following:

      1. Male: Six (6)

      2. Female: One (1)

   2. The composition of the Board is as follows:

      Category	Number	Name
      Independent Directors*	2	Mr. Muhammad Zafar Hussain Mr. Tajammal Hussain Bokharee
      Non-Executive Directors (Excluding Female Director)	2	Mr. Moazzam Ahmad Khan Mr. Khalid Azeem
      Executive Director	2	Mr. Haroon Ahmad Khan Mr. Hamza Ahmad Khan
      Female director (Non-Executive Directors)	1	Mrs. Nighat Haroon Khan

      *Best practices of corporate governance entail having an optimal number and mix of board members with adequate skills and experience. The current Board of Directors of the Company (7) adequately meets this requirement. Further, existing independent directors play an effective part within the Board and make valuable contributions. Therefore, the fraction (2.33) for independent directors has not been rounded up.

   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 the 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 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 has a formal policy and transparent procedures for remuneration of directors in accordance with the Act and these Regulations;

   9. Four out of seven directors have already attended the Directors' Training Program (DTP). The Company is in the process of arranging formal DTP training for remaining three directors. However, the Directors have been

      provided with periodic in-house training to apprise them with the changes in laws, rules and regulations along with their duties and responsibilities etc., to keep them updated.

   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 following committees comprising of members given below:

       1. Audit Committee

          Mr. Tajammal Hussain Bokharee Member and Chairman

          Mr. Moazzam Ahmad Khan Member

          Mrs. Nighat Haroon Khan Member

          Mr. Ahmad Bilal Zulfiqar Secretary

       2. HR and Remuneration Committee

       Mr. Muhammad Zafar Hussain Member and Chairman

       Mr. Khalid Azeem Member

       Mr. Moazzam Ahmad Khan Member

       Mr. Haroon Ahmad Khan Member

       Mr. Ahmad Bilal Zulfiqar Secretary

   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 of the committees are as follows:

       Name of Committees

       Frequency of

       meetings

       Audit Committee Quarterly

       HR and Remuneration Committee Yearly

   15. The Board has set up an effective internal audit function that is suitably staffed with qualified and experienced personnel who 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 (ICAP) 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 (ICAP) and that they and the partners of the firm involved in the audit are not a close relative (spouses, 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 other requirements of the Regulations 3, 6, 7, 8, 27, 32, 33, and 36 of the regulations have been complied with; and

   19. Explanations for non-compliance with the requirements other than of the Regulations 3, 6, 7, 8, 27, 32, 33, and 36 are as follows:

   Sr.

   No.

   Description Regulation No. Explanation of Non-Compliance

   1 It is encouraged that by June 30, 2022 all the directors on their Boards have acquired the prescribed certification under any director training program offered by institutions, local or foreign, that meet the criteria specified by the Commission and approved by it.

   19(1)(iii) Currently, four out of seven directors have already attended Directors' Training Program (DTP). However, the Directors have been provided with periodic in-house training to apprise them with the changes in laws, rules and regulations along with their duties and responsibilities etc., to keep them updated. The Company is in the process of arranging formal DTP training for the remaining director in this financial year.

   On behalf of the Board of Directors

   Muhammad Zafar Hussain

   
   
   

   Lahore Chairman

3. ‌NOTICE OF ANNUAL GENERAL MEETING

‌NOTICE OF ANNUAL GENERAL MEETING

Notice is hereby given that the Annual General Meeting (AGM) of the shareholders of Waves Corporation Limited (WAVES or the Company) will be held on Thursday, 30 April 2026, at 12:00 p.m. at the Registered Office, 9-Km Multan Road, Lahore (Waves Factory Premises), physically as well electronically, to transact the following businesses:

‌Ordinary Businesses

1. To confirm the minutes of the last Annual General Meeting held on 30 April 2025.

   
   
   

2. To receive, consider and adopt the Annual Audited Financial Statements of the Company for the year ended 31 December 2025, together with the Directors' Report and Auditor's Reports thereon.

   As required under section 223(6) of the Companies Act, 2017 (the "Act"), Financial Statements of the Company have been uploaded on the website of the Company, which can be downloaded from the following link and/or QR-enabled code:

   https://waves.net.pk/waves-home-appliances-limited/

3. To appoint Statutory Auditors of the Company for the year ending 31 December 2026 and to fix their remuneration. The Board and Audit Committee have recommended the name of M/s Rizwan and Company, Chartered Accountants, Lahore, being the retiring auditors, for re-appointment as Auditors of the Company.

   ‌Special Businesses

   To consider and if deemed fit pass the following special resolutions with or without modifications:

4. To Ratify/approve the Related Party Transactions during the Financial Year ended 31 December 2025.

   "Resolved that the transactions carried out by the Company with Waves Home Appliances Limited, Waves Marketplace Limited, Waves Builders and Developers (Private) Limited and Employees' Pension/Gratuity/Provident Fund (as the case may be) as the case may be, during the financial year 31 December 2025 as given in the related party note of the Annual Audited Financial Statements of the Company for the year ended 31 December 2025, be and hereby are ratified and approved."

5. To authorize the Board to approve Related Party Transactions during the Financial Year ended 31 December 2026

   "Resolved that the Board of Directors of the Company is authorized to approve all related party transactions to be carried out on a case-by-case basis during the financial year 31 December 2026. These transactions shall be deemed to be approved by the shareholders and shall be placed before the shareholders in the next AGM for their formal ratification/approval."

6. To consider and if deemed fit pass the following special resolutions with or without modifications:

Resolved that the consent and approval be and is hereby accorded to the Company to extend the tenure of receivable of PKR 2.54 Billion (including capitalized markup) from Waves Home Appliances Limited (WAVESAPP), a subsidiary of the Company, for a period of further 03 (three) year, starting from 27 May 2026, being the expiry date of the existing tenure.

Further resolved that the subject receivable of PKR 2.54 Billion will be subject to such return, which shall not be less than the average borrowing cost of the Company or KIBOR, whichever is higher. The Board of Directors of the Company is authorized to determine a mechanism for periodic settlement of receivable/return from WAVESAPP in a manner as it may deem appropriate (including settling through capitalization), taking into consideration negotiation/discussion with the Board of WAVESAPP.

Further resolved that in case any return on receivable is outstanding at the end of the extended/renewed tenure, then such outstanding return/markup shall be added in the above-referred principal amount of PKR 2.54 Billion as settlement of the return. For this purposes, approval is also granted to enhance the existing amount of outstanding receivable of PKR 2.54 Billion up to PKR 4.0 Billion which shall include the base principal and any such return/markup that may be capitalized from time to time during the extended period (being the maximum investment limit).

Resolved further that the Chief Executive Officer is authorized to undertake all necessary corporate and regulatory formalities where required, for giving effect to the aforesaid resolutions and to do all acts, matters, deeds, and things which are necessary, incidental and/or consequential in order as and when required including negotiating mechanism of settlement of the receivable/return, signing of necessary agreement/documents or any other formalities that may be required subject to approval of the Board where required. The Chief Executive Officer is also authorized to appoint any person of the Company as his/her attorney for any matter that he may deems appropriate.

By the order of the Board

-s/d-

Ahmad Bilal Zulfiqar 08 April 2026

Company Secretary Lahore

Statement of Material Facts under the Provisions of the Companies Act 2017 (the Act) Pertaining to said notice is being sent to the members/shareholders along with this Notice of AGM

Notes:

1. The share transfer Books of the Company will remain closed from 24 April 2026 to 30 April 2026 (both days inclusive). Transfers received in order at the office of our Share Registrar Corplink (Private) Limited, Wings Arcade, 1-K, Commercial Model Town, Lahore, at the close of business on 23 April 2026, will be treated in time for the purposes of entitlement to the transferees.

2. A Member entitled to attend and vote at the Meeting may appoint another Member as his/her Proxy to attend, speak and vote at the Meeting on his/her behalf. The instrument appointing Proxy must be deposited at the Head Office of the Company not less than 48 hours before the time of holding the meeting. Proxy form is available at the Company's website i.e., https://www.waves.net.pk. However, in case of electronic attendance, the relevant procedure given in the previous paragraph may be followed.