Yousaf Weaving Mills LimitedPSX: YOUW

YOUW | Yousaf Weaving Mills Limited Transmission of Annual Report for the year Ended 30-06-2025

· Issued by Yousaf Weaving Mills Limited

ANNUAL REPORT

AUDITED YEAR ENDED JUNE 30, 2025



YOUSAF WEAVING MILLS LIMITED

VISION

To achieve for excellence in textile through commitment, integrity, team work and professionalism.

MISSION

The mission of the company is to achieve customer's satisfaction with provision of quality products, attain sustainable profitability and ensure ample return to share holders. The company believes to achieve growth by employing technological improvements with effective utilization of human resources.

YOUSAF WEAVING I ILLS LIMITED

COMPANY IfJFORMATlON BOARD OF DIRECTORS

Mst. Alia Khanum

Khawaja Mohammad Nadeem

Khawaja Shahzad Younus Mr, Muhammad Amjad Mr. Shuqran Ahmed Khan Mr. Faisal Qaiyum

Mr. Abbas Ali

AUDIT COMMITTEE

Mr. Faisal Qaiyum

Mr. Muhammad Amjad Khawaja Shahzad Younus

HR ft REMUNERATiOH COMMITTEE

Mr. Faisal Qaiyum

Mr. Muhammad Amjad

Mr, Shuqran Ahmed Khan

CO/tPANY SECRETARY

Mr. Nadeem Anwar

CHIEF FINANCIAL OFFICER

Mr. Tahlr Tajamal

BAHKERS

HabJb Metro Bank Limited National Bank of Pakistan The Bank of Punjab Meezan Bank Ltmted

AuDiTORS

Saeed Ul Hassan & Co.

Chartered Accountants

(Chairman) (Chief Executive) (Director) (Director) (Director)

(Independent Drec tor) (Independent Direc tor)

(Chairman) (Member) (Member)

(Chairman) (Member) (Member)

(ACA)

TAMC Building, 27-C3 1st Floor lvM Alam Road,

Gulberg, Lahore, Pakistan

CORPORATE & REGISTERED OFFICE

7/1- E-3 Main Boulevard Gulberg III, Lahore Tel : (042) 33717310

tax : (042) 35755760

SHARE REGISTRARS

Corp link (Pvt) Limited

Wings Arcade, 1 -K, Commerc Tal, Model Town, Lahore

Tel: {0X2) 35839182

Fax: (042) 35869037

A'eaving unit 49-Kilometer

Multan Road, Bhai Pheru Tel: (0ñ943) 540083-4

Spinning unit

7-Kilometer

Multan Road, Pattoki Tel: (04943) 540083-4



WOUESAFVINYG

MILLS LIMITED

»uIn.i_ l i I .J!»i.. I'. k :.i''.

A P roj e ct of Chakw aI Group

NOTICE OF ANNUAL GENERAL MEETING

Notice is hereby given that the 38" Annual General Meetingof members of YOUSAF WEAVING MILLS LIMITED (the "Company") will be held at the Registered Office of the Company situated at 7/ 1 E-3, Main Boulevard, Gulberg III, Lahore on Tuesday, October 28, 2025 at 10:00 a.m. to transact the following business : -

Ordinary Business:

  1. To confirm the minutes of last EOGM held on March 04, 2025.

  2. To receive and adopt the audited accounts of the Company for the year ended June 30, 2025, together with the reports of Directors and Auditor's report thereon.

  3. To appoint auditors for the year ending June 30, 2026 and to fix their remuneration.

  4. To transact any other business which may be brought forward with the permission of the

    Chair.

    Lahore:

    October 07, 2025

    HOTES:

    HADEEM AHWAR

    Company Secretary

    1. The share transfer books for ordinary shares of the Company will be closed from 21-10-1025 to 28-10-2025 (both days inclusive). Valid transfer(s) received in order by our Share Registrar, Corplink (Pvt.) Limited, Wings Arcade, 1 -K Commercial, Model Town, Lahore by the closure of business on October 10, 2015 will be in treated in time. The same or any change in address, if any, alongside valid copy of CNIC for filing annual return of Company be sent to our share registrar M/s. Corplink (Pvt,) Limited, Wings Arcade, 1 -K, Commercial, Model Town, Lahore. Tel: 042-35839182.

    2. A member entitled to attend and vote at the General Meeting is entitled to appoint another member as proxy. Proxies, in order to be effective, must be received at the Company's registered office not less than forty eight (48) hours before the time of meeting. Members through CDC appointing proxies must attach attested copy of their Computerized National Identity Card (CNIC) or Passport with the proxy form.

    3. The shareholders through CDC, who wish to attend the Annual General teethng, are requested to please bring, original CNIC. CDC account holder will further have to follow the guidelines as laid down in Circular No. 1 dated January 26, 2000 issued by the Securities and Exchange Commission of Pakistan.

    4. In case of corporate entity, certified copy of the board of directors' reso1ut1on / power of attorney w1th specimen signature shall be submitted (unless it has been provided earlier)along with proxy form of the Company.

  5. The Company has gi eviously dischai-ged rcs¿onsibJlity uisd r Section 244 of the Companics Act, 2017 in rested" I GI UD-Clc inled dividends, whci e by the Company Approached shareholders to claim their un claimed dividends in accordance with the law. Any Shareholder wnosc dividends are still unclaimed, are hereby once a ain







    A Pr oj e ct of Chak waI Gro up **°" "'" '' "" - "'"

    requested to appi oach thE COi7 pany with all necessary details immediately, to claim thelr outstanding dividend amounts. In case no claim is received, the Company shall proceed in accoi dance with the applicable tdw.

  6. The financial statements for the year ended June 30, 2015 shall be uploaded on the Company's website www.yousafweavin,gmiIIs,com twenty one days prior to the date of holding of annual general meeting.

  7. Pursuant to SECP Not1fcation S.R.O. 787(I)/ 2014 dated September 8, 2014, members may inform the Company to receive the Audited Financial Statements and notices through e-mail by submitting Standard Request Form available on Company's website.

  8. If the Company receives consent from the members holding at least 10% shareholding residing in a city, to participate in the meeting through video-link at least 07 days prior to date of the meeting, the Company will arrange facility of video-link in that city subject to availability of such facility in that city.

  9. Members are requested to promptly notify the Company of any change in their registered address.

    10, Members are requested to please observe covid safety measures as issued by the

    Government of Pakistan.

    11, The shareholders navng physical shares are encouraged to place their physical shares nto electronic form as Section 72(2) of the CompanJes Act, 2017 states that "Every existing company shall be required to replace its physical shares with book-entry form in a manner as may be specified and from the date notified by SECP, within a period not exceeding four years from the commencement of the Act".

    Conversion of physical shares into Book-Entry Form would facilitate the snarehofders in many ways i.e. safe custody of shares, readily available market for instant sale and purcnase of shares, eliminate rlsk of loss b damage, easy and safe transfer with lesser formalities as compared to physical shares. The shareholders of the Company may contact Share Registrar of the Company for assistance in conversion of physical shares into Book-Entry Form.

    1 2. In compliance with the directives of the Securities and Exchange Commission of Pakistan (SECP), the members are hereby informed that the Company will not distribute any gifts, hampers, or other giveaways at the upcoming Annual General Meeting.









    A Proj ect of Ch akwaI Group *'""" ' "" '""'"i""""" """

    REVIEW REPORT BY THE CHAIRMAN ON THE OVERALL PERFORMACE OF THE BOARD AND EFFECTIVNESS OF THE ROLE PLAYED BY THE BOARD IN ACHIEVING THE COMPANY'S OBJECTIVES

    The Board of Directors (the Board) of Yousaf Weaving Mills Limited (YWML) has performed their duties diligently n upholding the best interest of shareholders' of the Company and has managed the affairs of the Company in an effective and efficient manner. Tne Board has exercised its powers and has performed its duties as stated in the Companies Act 2017 and the listed Companies (Code of Corporate Governance) regulations, 2019.

    • The Board has actively participated in strategic planning processes, enterprise risk management system, policy development and financial structure, monitoring, and approval;

    • Alt the significant issues thi-oughout the year were presented before the Board or its committees to strengthen and formalize the corporate decision making process and part1cutarly all the related party transactions executed by the Company were approved by the Board on the recommendation of the Audit Committee;

    • The Board has ensured that the adequate system of internal control is in place and its resular assessment through self-assessment mechanism and/or internal audit activities;

    • The Board has prepared and approved the director's report and has ensured that the director'sreport is published witn the quarterly and annual financial statement of the Company and the content of the director's report are in accordance with the requirement of applicable laws and regulations,

    • The Board has ensured the hiring, evaluation and compensation of the Chief Executive Officer and other key executives including Cnief financial Officer, Company Secretary and Head of internal Audit;

    • The Board has ensured that adequate information is shared among its members In a timely manner and the Board members are Kept abreast of developments between meetings; and

    • The Board has exercised its power in light of power assigned to the Board In accordance with the relevant laws and regulations applicable on the Company and the Board has always prioritized the Compliance with all the applicable laws and regulation in term of their conduct as directors and exercising tneir powers and decision making.

The annual evaluation of the Board's performance is assessed based on tne key areas where the Board requires clarity n order to provide high level oversight, including the strategic process; key business drivers and performing milestones, the global economic







YOUSAF WEAVING MILLS LIMITED

A P roj e ct of Chak waI Gro up



environment and competitive context n which the Company operates; the risks faced by tne Company's business; Board dynamics; capability and information flows. Based on the aforementioned, it can reasonably be stated that the Board of YWML has played a key role in ensuring that the Company objectives are not only achieved, but also exceeded expectations through a joint effort with the management team and guidance and oversight by the Board and its members.

Lahore

October 6, 2025

M Alia Khanum. " Chairman









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YOUSAF WEAVING MILLS LIMITED !, .-I,!.;!,I^¿: .I I I". !,..ip!':x*'u'. I!'.I k 1*,t.:.il

A Proje ct of Ch akwal Group ""* '"'"' '""'"'"""' "'- "

DIRECTORS' REPORT TO THE SHAREHOLDERS

On benalf of the Board of Directors of Yousaf Weaving Mills Limited, we are pleased to present the Annual Report along with the audited financial statements and auditors' report thereon for the financial year ended 30 June 2025.

Financial Performance

The year under review proved to be one of the most challenging periods for Pakistan's economy, particularlv for the textile sector, which continued to face severe pressure due to persistent economic instability, high energy costs, and weak demand in both tocaf and international markets. Industry experts have termed this as one of the toughest crises in i-ecent decades.

During the year, the Company recorded a gross loss of Rs. 254.473 million, compared to a gross profit of Rs. 3.050 million in the preced1ng year. The decline is mainly attributable to a sharp rise in production costs, reduced capacity utilization, and tower sales volumes in the domestic market. Consequently, the Company incurred a net loss of Rs. 306.713 million, as against a net loss of Rs. 49.205 million reported in the previous year.

Gender Diversity Disclosure

In compliance with the requirements of the Companies Act, 2017 and the Listed Companies (Code of Corporate Governance) Regulations, 2019, the Board reports that there were no female employees on the Company's payroll during the year under review. The management, however, recognizes the importance of gender diversity and equal employment opportunities and is commltted to encouraging the inclusion of suitably qualified female professionals n future recruitments, subject to operational requirements. The Board has also advised management to consider gender balance 1n recruitment and suCcesslon planning processes going forward.

Financial Statements and Audit

The statutory auditors have drawn attention, through an Emphasis of Matter paragraph, to the existence of a material uncertainty regarding the Company's ability to continue as a going concern, due to accumulated losses and liquidity constraints.

The Board of Directors has thoroughly evaluated this matter and remains confident about the Company's ability to continue as a going concern for the reasons explained in Note 1.3 to the financial statements, summarized as follows:

  • The Company has, In the past, Incurred substantial losses and defaulted on certain financial obligations. However, the management has successfully renegotiated and restructured major financing arrangements with lending banks.

  • Regular installment payments are now being made to the Bank of Punjab, while restructuring with the National Banu of Pakistan has been finalized and implemented.

  • Negotiations with the remaining financial institution is at an advanced stage and are expected to be concluded on favorable terms.

  • Management has implemented extensive cost rationalization and efficiency improvement measures to minimize operational losses.







    A Project of Chakwal Group **"" """ '"""""""'""" ""

  • A comprehensive Balancing, Modernization ano Replacement (BMR) plan has been initiated lot the import of state-of-the-art looms and utility machinery to improve production efficiency, product quality, and overall performance.

  • The sponsors and directors have reaffirmed their continued financial support, and have already injected Rs. 81 million during the current year to meet liquidity requirements and support ongoing operations.

In light of the above factors, the Board is confident that the Company will be able to meet its obligations, continue operations in the normal course of business, and therefore the financial statements have been prepared on a going concern basis.

Principal Activity

The principal activity of the Company is manufacturing and sale of yarn and fabric. Principal Risks and Uncertainties

Tne Board of Directors is responsible to oversee tne Company's operations and to devise an effective strate•,y to mitigate any putent dl any potent1at adverse 1mpact of risks.

The Company's principal financial liabilities comprise short term finances, trade and other payables and accrued mark-up. The Company's principal financial assets comprise stocks, trade debts, tonns and advances, trade deposits and other receivables, cash and bank balances that arise directly from its operat ons.

The Company's activities expose It to a variety of financial risks: market ri5k (Including currency risk, interest rate risk and price risk), credit risk and liquidity risk.

The Company's overall risk management programme focuses on the unpredictability of financial markets and seeks to mJnJmize potential adverse effects on the financial performance. The Company has adequately disclosed all the lit›gaton and their expected outcomes in the financial statements.

Corporate Social ResponsibiWty

The Company strongly believes in the integration of Corporate Social Responsibility into its business, and consistency endeavors to uplift communities that are influenced directly or indirectly by our business.

Environment, Health and Safety

The Company maintains safe working conditions avoiding the risk to the health of employees and public at large. The management has maintained safe environment in all Its operations througnout the year and Its constantly upgrading their safety and llving facilities.

Safety is a matter of concern for machinery as well as the employees working at plant. Fire extinguishers and other fire safety equipments have been placed at sites as well as registered and head office of the Company. Regular drills are performed to ensure efficiency of fire safety equipments.



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YOUSAF WEAVING MILLS LIMITED , ! -'(,fi.|| I-' I L' -I I I . I ,.:i I' 'r :. . I ' I..>-I^,‹I:i I I

A Proj e ct of ChakwaI C ro up " " " "' ' " " " '" *"'

Internal Financial Controls

A system of sound internal control is established ano Implemented at aft levels of the Company by the Board of Directors. The system of internal control is sound in design for ensuring achievement of Company's objectives and ooeratJonal effectiveness and efficiency, reliable financial reporting and coicptiance with laws, regulations and policies.

Related Parties

All related party transactions during the financial year ended June 30, 2025 were reviewed by the Audit Committee and approved by the Board of Directors.

Compl1ance with the Code of Corporate Governance:

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

Corporate Governance b Financial Reporting Framework:

As required by the Code of Corporate Governance, Directors are pleased to report that:

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

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

  3. Appropriate accounting policies have been consistently applied in the preparation of financial statements and accounting estimates are based upon reasonable and prudent judgment.

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

  1. The system of nternal control is sound in design and has been effectively implemented and monitored.

  2. Key operating and financial data for the last five years is annexed.

vi1) There has been no departure from the best practices of corporate Governance, as detailed in the listing regulations.

  1. We have been prepared and circulated a statement of ethics and business strategy among directors and employees.

  2. The Company has neither declared dividend nor Issued bonus shares.

  3. Outstanding taxes are given )n the notes to the financial statements.

  4. Tne board ensures that all the directors will duly comply with the requirement of Directors' Training Program within time frame as defined in the Code of Corporate Governess regulations, 2019.





A P roj e ct of Chakw aI Gro up



Shareholding Pattern

The share holding pattern as at June 30, 2025 for ordinary shares is annexed.

Appointment of Auditors

M/ s. Saeed Ul Hassan b Co. Chartered Accountants, Lahore are due to retire and Deing eligible, offer themselves for re -appointment as Auditors for the financial year 2025-2026. The Audit Committee has recommended for re-appointment of present auditors.

Composition of Board

  1. The total number of directors are 07 as per the following:

    1. Male : 06

    2. Female : 01

  2. The composition of the board is as follows:

    1. Executive Directors 01

    2. Other Non-Executive Directors : 04

    3. Independent Directors 02

Hame of Directors

  1. Mr. Khawaja Mohammad Nadeem tExecutive Director)

  2. Est. Atia Khanum (Chairman)

  3. Mr. Shuqran Ahmed Khan

  4. Mr, Khawaja Shahzad Younus

  5. Mr. Muhammad Amjad

  6. Mr. Faisal Qaiyum

  7. Mr. Abbas Ali

Committees of the Board

(Independent Director) (Independent Director)

The Board has made following sub-committees:

Audit Committee:

i. Mr, Faisal Qaiyum

i1. Mr, Muhammad Amjad

iii. /ñr. Khawaja Shahzad Younus HR and Remuneration Committee:

i. Mr. Faisal Qaiyum

ii, Mr. Muhammad Amjad

iii. Mr. Shuqran Ahmed Khan

Signif1cant Features of Directors' Remuneration

Chairman Member Member

Chairman Member Member



A Project of C ha kwa I Group



The Board of Directors has approved a formal policy for remuneration of executive directors depending uDon their responsibility in affairs of the Company, The remuneration is commensurate with their level of responsibility and expertise needed to govern the Company successfully and to encourage value addition from them.

Acknowledgement

The Board of Directors expresses its sincere appreciation to the shareholders, financial institutions, customers, suppliers, and employees for their continued trust, cooperation, and support during these difficult times. The Board remains optimistic that, with improved economic conditions, prudent management, and continued sponsor support, the Company will overcome current challenges and return to a path of sustainable growth.





C lTi





On behalf of the Board

October 06, 2025

Lahore

Kha

th."af xecutve Office r

Est. A ia Khanum Cha"rman





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2025 06 Ir







A Pr oj ect of Chak waI Gro up "' """' "' "' ""'"" "



Statement of Com liance with the Listed Com anies (Code of Corporate Governance) Regulations, 2019

Name of Company Yousaf Weaving Mills Limited Year ending June 30, 2025

Yousaf Weaving Mills Limited {the "Company") has complied with the requirement of the Regulations in the following manner:

  1. The total number of directors are 07 as per the following:

    1. Male 06

    2. Female 01

  2. The compositioonf the board is as follows:

    1. Executive Directors : 01

    2. Other Non-Executive Directors : 04

      C. Independent DirectorS 02

      Name

      Category

      Mr. Khawaja Mohammad Nadeem Executive Director

      Mst. Alia Khanum Non-Executive Director

      Mr. Shuqran Ahmed Khan

      Non-Executive Director

      Mr. Khawaja Shahzad Younus

      Non-Executive Director

      Mr. Muhammad Amjad

      Non-Executive Director

      Mr. Faisal Qaiyum

      Independent Director

      Mr. Abbas Ali

      Independent Director





  3. The directors haye confirmed that none of them in serving as a director on more than seven listed companies, including this Company.

  4. The Company has prepared a "Code of Conduct" and has ensured that appropriate steps have been taken to disseminate it throughout the Company along with its supporting policies and procedures.

  5. The board has developed a vision / mission statement, overall corporate strategy and significant policies of the Company. The board has ensured that complete record of particulars of significant policies along with the dates on which they were approved or amended has been maintained.



    Page 1 of3





    YOUSAF WEAVING MILLS LIMITED " ',

    A P roject of Chak w aI Group

  6. All the powers of the board have been duly exercised and decisions on relevant matters have been taken by the board/shareholders as empowered by the relevant provisions of the Act and these regulations.

  7. The meetings of the board were presided over by the Chairman and, in her absence, by a director elected by the board for this purpose. The board complied with requirements of the Act and the Regulations with respect to frequency, recording and circulating minutes of the meeting of board.

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

  9. The Executive Director is exempt from Director's Training Program, whereas remaining directors will duly comply with the requirement of Code of Corporate Governess with respect of Directors' Training Program.

  10. No appointment of Chief Executive Officer, Chief Financial Officer or Company Secretary is made during the current vear.

  11. CFO and CEO duly endorsed the financial statements before approval of the board.

  12. Tne Board has formed Committees comprising members given below:

    1. Audit Committee:

      1. Mr. Faisal Daiyum - Chairman

      2. Mr. Muhammad Amjad

      3. Mr. Khawaja Shahzad Younus

    2. HR and Remuneration Committee:

      1. Mr. Faisal Qaiyum - Chairman

      2. Mi . Muhammad Amjad

      3. Mr. Shuqran Ahmed Khan

  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 aforesaid committees were as per following:

    1. Audit Committee: Four Quarterly meetings during the financial year ended June 30, 2025.

    2. HR & Remuneration Committee: One meeting during the financial year ended June 30, 2025.



    Page 2 of 3





    YOUSAF WEAVING MILLS LIMITED

    A P rojecI of Chakw al Group

  15. The board has set up an effective internal audit function, which is considered suitably qualified and experienced for the purpose and are conversant with the policies and procedures of the Company.

  16. The statutory auditors of the Company have confirmed that they have been given a satisfactory rating under the quality control review program of the ICAP, that they or any of the partners of the firm, their spouses and minor children do not hold shares of the 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 and that they and the partners of the firm involved in the audit are not a close relative (spouse, parent, dependent and non-dependent children) of the chief executive officer, chief financial officer, head of internal audit,. company secretary or director of the company;

  17. The statutory auditors or the persons associated with them have not been appointed to provide other services except in accordance with the Act, these regulations or any other requirement and the auditors have confirmed that they have observed IFAC guidelines in this regard.

l8. A/e confirm that all requirements of regulations 3, 6, , g, z7, 32, 33 and 36 of the Regulations have been complied with.

  1. Gender pay gap statement under circular 10 of 2024, for the year ended June 30, 2025

    • Mean Gender Pay Gap: N/A

    • Median Gender Pay Gap: N/A

    • Other details as deemed relevant: Yousaf Weaving Millls Limited does not have any female

employee.

For Yousaf Weaving Mills Limited

Ms . Alia Khanum



Lahore: Octoher 06, 2025





CharteredAanuntants

---- EDNT AUDITOR'S REVIEW REPORT

TO THE MEMBERS OF YOUSAF WEAVING MILLS LI/ ITED

REVIEW REPORT ON THE STATEMExT or couPLlAHCE COHTAiHED IH THE LISTED COMPAHIES (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 Yousaf Weaving Mills Limited (the Company) for the year ended June 30, 2025, to comply 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 to report if it does not and to highlight any non-compliance with the requirements of the Regulations. A review is limited primar1ty 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 accounGng and internal contro systems sufWcient to ptan 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, ptace before the Board of Oirectors for their review and approval, its related party transactions and also ensure compliance with the requirements of section 208 of the Companies Act, 2017. We are only required and have ensured compliance of this requ1rement to the extent of the approval of the related party transactions by 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 belief 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 year ended June 30, 2025.



Date: October 06, 2025



SAEED UL



HA8SAH H CO•

Chartered Accountants

TO THE MEMBERS OF YOUSAF WEAVING MILK LIMITED

Report on the Audit of the Financial Statements

Opinion

We have audited the annexed financial statements of Yousaf Weaving Mills Limited (the Company), which comprise the statement of financial position as at June 30, 2025, and the statement of profit or loss, the statement of other comprehensive income, the statement of changes in equity, the statement of cash flows for the year then ended, and notes to the financial statements, including a summary of material accounting policies and other explanatory information, and we state that we have obtained att the informatio» and explanations which, to I.he best of our knowledge and belief, were necessary for the purposes

of the audit.

In our opinion, the accompanying financial statements present fairty, in atl material respects, the financial position of the Company as at June 30, 2025, and its financial performance and its cash flows for the year then ended in accordance with International Financial Reporting Standards (IFRSs) as applicable in Pakistan and the requirements of the Companies Act, 2017.

Basis for Opinion

Ye conducted our audit in accordance with International Standards on Auditing (ISAs) as app!icsb(c in Pakistan. Our responsibilities under those standards are further described in the Auditor's Responsibil.ties for the Audit of the Financial Stat ments section of our report. We are independent of the Company in accordance with the International Ethics Standards 6oai'd for Accountants' Code of Ethics for Professional Accountan's as adopted by the Institute of Chartered Accountants of Pakistan (the Code), and we have fulfilled our other ethical responsibilities in accordance with the Code. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Material Uncertainty relating to Going Concern

We draw attention to Note 1.3 in the financial statements which indicates that as at June 30, 2025, the Company's accumulated tosses stood at Rs. 1,851.78 million, its current liabilities exceeded its current assets by Rs. 886.66 million. Further, the banking companies also filed suit against the Company for recovery of outstanding balances and related interest accrued thereon. These conditions along with other matters as set forth in Note 1.3 indicate the existence of a material uncertainty that may cause significant doubt about the Company's ability to continue as a going concern. Our opinion is not modified in respect of this matter.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of the current period. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. In addition to





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F bedn the Bas"is for Qualified Opinion section, we have determined theCmoattnerts inue

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described below to be the key audit matters to be communicated in our report.

Ke'y Audit Matter

How the Matter Was Addressed in the Audit

1. Unclaimed Dividend:

(Refer to the 'Current Labilities' section of the Statement of Financial Position)

The Company has an unclaimed dividend balance of PER 3.247 million which has not been deposited into the Federal Consolidated Fund as required by Section 244 of the Companies Act, 2017. Management has contended that non-compliance is due to the unavailability of a specific government treasury account for this purpose and has provided a written representation to this effect.

Assessing the validity of management's justification for non-compliance with a statutory requirement is a key audit matter due to the potential for material misstatement and legal

implications.

  1. Obtained and criticaly assessed management's written representation and supporting explanation regarding the unavailability of a government treasury account.

  2. Corroborat.ed the accuracy of the unclaimed dividend balance of PKR 3,247,016 by tracing it to dividend declarations and subsequent shareholder payment records.

  3. Evaluated the appropriateness of the accounting treatment and the adequacy of the disclosures in the financial statements concerning this noncompliance.

  4. Verified Ehe establishment of a separate bank account for unclaimed dividends as required by Section 244 of the Companies Act, 2017.

2. Litigation and Restructured Bank 1iabilities:

(Refer to the 'Non current and Current Liabilities' section of the Statement of Financial Position)

The Company was involved in significant legal proceedings and had substantial liabilities under settlement with major banks, which required complex accounting judgments and posed a risk to the going concern assumption.

  1. We obtained and read the relevant settlement and confirmation letters.

  2. We evaluated the terms of the NBP settlement to assess its accounting treatment.

C. We recalculated the tentative gain on settlement for the NBP liability.

  1. We assessed the Company's projected cash flows and reviewed legal confirmations.

  2. We evaluated the adequacy of the disclosures in the financial statements.



GAEEDULflAS&ANWCO.

Chartered Accountants

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Information Other Than the Financial Statements and Auditor's Report Thereon

Management is responsible for the other information. The other information comprises the informationincluded in the annual report of the Company for the year ended June 30, 2025, but does not include the financial statements, our auditor's report thereon, and the reYiew

report issued on statement of compliance with Code of Corporate Governance.

Our opinion on the financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Responsibilities of Management and Board of Directors for the rinancial Statements

Management is responsible for the preparation and fair presentation of the financial statements in accordance with the accounting and reporting standards as applicable in Pakistan and the requirements of Companies Act, 2017 (XIX of 2017) and for suchinternal control as management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, management is responsible for assessing the Company's ability to continue as a going concern, disclosing, as appIicab(e, matters related to going concern and using the going concern basis of accounting unless management eiEher intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

The board of directors is responsible for overseeing the Company's financial reporting process.

Auditor's Responsibilities for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee

that an audit conducted in accordance with ISAs as applicable in Pakistan will always detect a material misstatement when it exists. Misstatements can ar1se from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

is part of an audit in accordance with ISAs as applicable in Pakistan, we exercise professional judgment and maintain professional skepticism throughout the audit.

SAEED UL



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HASSAN €¥ CO.

Chartered Accountants



  • Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those nsks, and obtain audit ev1dence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

  • Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control.

  • Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

  • Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Company to cease to continue as a going concern.

  • Evaluate the overall presentation, structure and content of the financial statements, inctudtng the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

We communicate with the board of directors regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide the board of directors with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where appticabte, related safeguards.

From the matters communicated with the board of directors, we determine those matters that were of most significance in the audit of the financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor's report unless law or regulation precludes pubtic disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.



SAEED UL HASSAH G CO.

Cbartered Accountants

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Report on Other Legal and Regulatory Requirements

Based on our audit, except for the possible effects of the matter described in the basis for qualified opinion section of our report, we further report that in our opinion:

a) proper books of account have been kept by the Company as required by the Companies Act, 2017 (XIX of 2017);

h) the statement of financial position, the statement of profit or loss, the statement of other comprehensive income, the statement of changes in equity and the statement of cash flows together with the notes thereon have been drawn up in conformity with the Companies Act, 2017 (XIX of 2017) and are in agreement with the books of account and returns;

  1. investments made, expenditure incurred and guarantees extended during the year were for the purpose of the Company's business; and

  2. no Zakat was deductible at source under the Zakat and Ushr Ordinance, 1980 (XVIII of 1980).

Other Matter Paragraph

The financial statements of the Company for the year ended June 30, 2024, were audited by Aslam Malik and Co. Chartered Accountants, who expressed qualified opinion on those financial statements in their report dated October 07, 2024. Our opinion on the financial statements for the year ended June 30, 2025, is unmodified.

The engagement partner on the audit resulting in this independent auditors' report is Saeed UI Hassan.

€.•

SAEED-UL-HASSAH Ft Co.

Chartered Accountants





YOUSAF WEAVING BILLS LIMITED

STATEMENT OF FINANCIAL POSITION AS AT JUNE 30, 2025

2025

2024

Note

Rupees

RupeeS

CAP1TAL AND LIABILITIES

Share Capital and Reserves

Authorized share capital

140,000,000 (2024: 140,000,000) ordinary shares of Rs. 10 each

1,400.000,000

1,400,000,000

Issued, subscribed and paid up share capital

4

1,360,000,000

1,360,000,000

Loan from directors



130,607,264

48,652,264

Accumulated loss

(1,851,780,752)

(1,541, 662,149)

Surplus on revaluation of land



631,5y3,327

631,523,327

270,349,839

498,513,442

Non Current Liabilities

Long term loan

7

13,3S6,922

Lease liabilities

8

56,364,291

36,213,645

Deferred liabilities

9

31,444,850

16,761,990

101,166,063

52,975,635

Current Liabilities

Trade and other payables

10

539,956,820

531,195,096

Unclaimed dividend

11

3,247,016

3,247,016

Accrued mark up

12

129,558,45Z

131,716,920

Short term borrowings

13

517,916, Z43

611,645,479

Current portion of long term loan

14

55,151,358

39,523,562

Current portion of lease liabilities

8

9,449,026

8,806,'i2J

Provision for taxation

IS

t0,5'i5,4O7

45,841,895

1,275,834,322

1,371,976,491



16

1,647,350, 2t4

1,923,465,568

*ssns

Non Current Assets

Property, plant and equipment

17

1,105,120,138

1,108, 252,0Sd

Right-of-use assets

18

81,229,035

56,082,708

Intangible assets

19

76,253

95,317

Long term loans

20

1 ,403,050

10,923,050

Long term deposits

21

60,348,192

51,467,222

1,Z58,176,668

1,226.820,351

Current Assets

Stores and spares

22

12,612,311

10,628,559

Stock in trade

23

319,075,139

599,436,908

Trade debts

24

11,679,760

9,67§,823

Loans and advances

25

31,5t7,512

23,715, 547

Trade deposits and other receivables

26

185,000

5,581,90t

Tax refunds due from government

27

6,508, 221

37,983,786

Cash and bank balances

ZB

7,585, 613

9.622,693

389,173,'i56

696,645,217

1,647,350,224

1,923,465, 568





The annexed n s fro 1 o 48 arm an integral part of these financial statements.



' *'

"-"



CHIEF E CU IVE OF C DIRECTOR CHIEF FI CI L OFFICER



Pnge 2 o/ 37

YOUSAF WEAVING MILLS LIMITED

STATEMENT OF PROFIT OR LOSS FOR THE YEAR ENDED JUNE 30, 2025

2025

2024

Note

Rupees

Rupees

Sales - net

29

639,738,007

5t7,640,070

Cost f saes

30

(894,21 1 1 33

(524, 589, 34S)

Gross (Loss) / Profit

(254,473,126)

3,050, 72b

Distribution costs

31



(6,667,700›

(4,985,160›

Administi ative expenses

32

(33,588,219›

(36,100,441 )

(40,255,919)

(41,085,601 j

Operating Loss

(294,729,045)

(38,034,876)

Other operating charges

33

(800,000)

(800,000)

Finance cost



‹3,24z, 32)

(4,640,013)

Other operating Income

33

55,171

865,299

Loss before Levies b Taxation

(298,716,8D6)

(42,609,39D)

Levies

36

(7,996,725›

(6,595,501 )

Loss befar‹• Taxatio n



(49,205,09 1 )

Taxation

36

Loss for the Year

(306,713,53 1 )

(49,205,091 )

Loss per Share - Basic and Diluted



(226)

(0.39)



The annexed notes from 1 to 48 form an integral part of these financial statements.

V )F ER



CHIEF EX

DIRECTOR CHIEF





YOUSAF WEAVING MILLS LIMITED STATEMENT OF OTHER COMPREHENSIVE INCOME FOR THE YEAR ENDED JUNE 30, 2025

2025

Rupees

2024

Rupees

Loss for the Year

(306,71 S,b31 )

(49,205,O91 )

Other Comprehensive Income for the Year

(3,405,072)

969,921

245,960,000

Items tha I vrill be rec la ss ified subse9uentl y to profit or loss Items that will not be rec/ossi/ied subsequently to profit or loss

Experlence adjustment on remeasurement of staff retirement Revaluation surplus on property, plant and equipment

(3,405,072) 246,929,921

Total Comprehensive (Loss) / Income for the Year

(310,118,603)

197,724,830



The annexed notes from 1 to 48 form an Integral part of these financial statements.

EC



CHIEF

DIRECTOR CHIEF FIN

'FICER





YOUSAF WEAVIHG MILLS LIMITED

(29,884,3Z5)

(239,800)

80,000

970,000

(480,000)

(437,600)

(8,880,970)

STATEMENT OF CASH FLOWS

FOR THE YEAR ENDED

JUNE 30, 2025

2D25

2024

Note

Rupees

Rupees

CASI-I GENERATED FROM OPERATIOI4S

37

43,358,4Z8

1,728, 648

Finance cost paid

/S,401,40P)

J4,7B7,324)

Gratu ty paid



(2,&0,992)

(S,570,458)

Income tax paid

(6508Z21 )

(56,406)

Net cash generated from / (used in) operating activities

Z8,727,815

(8,685,540)

CASH FLOWS FROM INVESTING ACTIVITIES

Property, plant and equipment purchased

Proceeds from disposal of property, plant and equipment

Long term loans to employees

Leng term deposits

Set cash (used In) / generated from investing activities

[39, f65,295}



CASH FLOW$ FROM FINAN CING ACTIVIT1ES

Long term loan from directors

Repayment of long term loan

Repayment of lease IiabifJtTes

Short term borrowings - neL

Het cash generated from financing activities

8,400,400

{3,303,450

Het (decrease) / increase in Cash and Cash Equivalents

(2,037,080)

4,910,510

Cash and cash equivalents at the beginning of the year

9,622,693

4,7 2,183

Cash and Cash Equivalents at the End of the Year

7,585,613

9,622,693

F

AL OFFICER



81,955,000

34, 76,000

28,984,718

(14,372,591 )

(8,810,082)

(8,497,864)

(93,729,236)

1,997,905

The annexed notes from 1 to 48 form an Integral part of these financial statements.

OF



CHIEF

.+ DIRECTOR

CHIEF



YOUSAF WEAVING MILLS LIMITED

STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED JUNE 30, 2025

Page S of 37

Particulars

Issued, Subscribed and Paid up Share Capital

Accumulated Loss

LOan from Directors

Revaluation Surplus

Total

Balance as at June 30, 2023

Rupees

1,360,000,000

Rupees

(1,493,426,979›

Rupees

14,476,264

Rupees

385,563,327

Rupees

Z66,612,612

Loss for the year

(49,205,091 )

(49,205,091 )

Other comprehensive ncome

969,92t

245,960,000

246,929,921

Loan from dJrecLors dunng the year

34,176,000

34,176,000

Balance as at June 30, 2024

1,360,000,000

(1,541,662,149)

48,652,264

631,523,327

49B,513,442

Loss for the year

(306,713,531 )

(306,713,531 )

Other comprehensive income

(3,40S,072)

(3,405,072)

Loan from directors during the year

81,955,000

81,955,000

Balance as at June 30, 2025 ,360,000,000 ‹1,851,780,75Z) 130,607,264 631 ,523,327 Z70,349,839

The annexed notes from 1 to 48 form an Integral part of these financial statements.





CIJIEF EX CU 'OFFI DIRECTOR



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