LOOKING BEYOND TOMORROW - ITTEFAQ STEEL Report... · 2017. 10. 19. · Hr & R Committee Khalida...

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Annual Report 2017 LOOKING BEYOND ITTEFAQ IRON INDUSTRIES LTD. TOMORROW

Transcript of LOOKING BEYOND TOMORROW - ITTEFAQ STEEL Report... · 2017. 10. 19. · Hr & R Committee Khalida...

Page 1: LOOKING BEYOND TOMORROW - ITTEFAQ STEEL Report... · 2017. 10. 19. · Hr & R Committee Khalida Pervaiz Chariman Sumbleen Usman Member Ayesha Fahad Member Chief Financial Officer

Annual Report 2017

LOOKINGBEYOND

ITTEFAQ IRON INDUSTRIES LTD.

TOMORROW

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1ITTEFAQ IRON INDUSTRIES LIMITED (Formerly Ittefaq Sons Private Limited)

CONTENTS Key Figures 02Corporate Information 04Vision, Mission 06Strategy Goals & Core Values 09Notice of Annual General Meeting 10Code of Business Conduct & Ethics 16Profile of Directors 18Company Profile 20Organization Chart 24Chief Executive Message 25Directors’ Report 26Last Five year Financial review 32Pattern of Shareholding 35Statement of Compliance with the code of Corporate Governance 37Review Report to the Members 39

FINANCIAL STATEMENTSAuditor’s Report to the Members 43Balance Sheet 44Profit and Loss Account 46Statement of Comprehensive Income 47Statement of Changes in Equity 48Cash Flow Statement 49Notes to the Financial Statement 51Directors’ Reports in Urdu 89Forms of Proxy in Urdu & English

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2 ANNUAL REPORT 2017

KEY FIGURES

Sales Revenue

(2016: 3,917.451,919) – Restated

4,442.102,678

EBITDA

(2016: 434.357,235) – Restated

430.704,533

Profit After Taxation

(2016: 77.029,293) – Restated

140.861,268

PKR in Million

PKR in Million

PKR in Million

PKR

PKR in Million

Profit Before Taxation and

(2016: 266.864,402) – Restated

319.296,913Depreciation

Earnings Per Share

(2016: 0.861) – Restated (After IPO)(2016: 8.61) – Restated (Before IPO)1.55

(Basic and Diluted)

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3ITTEFAQ IRON INDUSTRIES LIMITED (Formerly Ittefaq Sons Private Limited)

Return On Capital Employed

(2016: 4.88)

4.80

Total Assets

(2016: 4,006.452,559)

5,142.699,424

Shareholders’ Equity

(2016: 1,578.304,414)

2,934.413,263

PKR in Million

PKR

PKR in Million

PKR in Million

Current Ratio

(2016: 1.46)

2.37

Break-Up Value Per Share

(2016: 18.00)

22.00

%

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4 ANNUAL REPORT 2017

CORPORATE INFORMATION

Board of DirectorsMian Muhammad Pervaiz Shafi Chairman Usman Javed Chief ExecutiveJaved Sadiq DirectorKhalid Mustafa DirectorKhalida Pervaiz DirectorSumbleen Usman DirectorAyesha Fahid Director

Audit CommitteeMian Muhammad Pervaiz Shafi ChairmanUsman Javed MemberJaved Sadiq Member

Company SecretaryMuhammad Shahzad Bazmi(AFPA)

AuditorsKaleem & Co. Chartered AccountantsH.No.134, C Link 4, St # 2Cavalary Ground Lahore

Mills8-KM Manga Raiwind RoadNear Rousa StopTel: 042-35397001-8

BankersNational Bank of PakistanBank of Punjab

Hr & R CommitteeKhalida Pervaiz CharimanSumbleen Usman Member Ayesha Fahad Member

Chief Financial OfficerAmir Munir Bhatti (FCMA)

Share RegistrarM/s. Corplink (Pvt.) LtdShare Registrar & Corporate ConsultantsWing Arcade, 1-K, CommercialModel Town,LahoreTel; 042-35916714, Fax; 042-35869037Email; [email protected]

Registered Office40 B-II, Gulberg III, LahoreTel: 042-35765021-26, Fax; 042-35759546Email: [email protected]

Company Websitewww.ittefaqsteel.com

Legal AdvisorMuhammad Shahzad BazmiAdvocate High Court40 B-II, Gulberg III, LahoreTel: 042-35765021-26, Fax; 042-35759546Email: [email protected]

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5ITTEFAQ IRON INDUSTRIES LIMITED (Formerly Ittefaq Sons Private Limited)

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6 ANNUAL REPORT 2017

VISION STATEMENT

TO CONTRIBUTE TO THE SOCIETY BY CREATING BETTER VALUE, INNOVATIVE TECHNOLOGY, HIGH QUALITY STEEL PRODUCTS AND SUPERIOR SERVICES.

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7ITTEFAQ IRON INDUSTRIES LIMITED (Formerly Ittefaq Sons Private Limited)

MISSIONSTATEMENT

ITTEFAQ STEEL AIMS TO PROCEED ON ITS PATH TO BE THE LEADING PROVIDER OF QUALITY STEEL PRODUCTS, THROUGH EMPLOYEES EMPOWERMENT WITH SAFE AND ENVIRONMENTALLY SOUND PRACTICE.

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8 ANNUAL REPORT 2017

STRATEGIC GOALSPROVIDING CUSTOMER SATISFACTION BY SERVING WITH SUPERIOR QUALITY PRODUCTION OF STEEL BAR, GIRDER ETC AT LOWEST COST. ENSURING SECURITY AND ACCOUNTABILITY FOR EMPLOYEES, PRODUCTION FACILITIES AND PRODUCTS.ENSURING EFFICIENT RESOURCE MANAGEMENT BY MANAGING HUMAN, FINANCIAL, TECHNICAL AND INFRASTRUCTURAL RESOURCES SO AS TO SUPPORT ALL OUR STRATEGIC GOALS AND TO ENSURE HIGHEST POSSIBLE VALUE ADDITION TO STAKEHOLDERS.

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9ITTEFAQ IRON INDUSTRIES LIMITED (Formerly Ittefaq Sons Private Limited)

CORE VALUESSTRIVING FOR CONTINUOUS IMPROVEMENT AND INNOVATION WITH COMMITMENT AND RESPONSIBILITY: TREATING STAKEHOLDERS WITH RESPECT, COURTESY AND COMPETENCE; PRACTICING HIGHEST PERSONAL AND PROFESSIONAL INTEGRITY; MAINTAINING TEAMWORK, TRUST AND SUPPORT WITH OPEN AND CANDID COMMUNICATION; AND ENSURING COST CONSCIOUSNESS IN ALL DECISIONS AND OPERATIONS.

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10 ANNUAL REPORT 2017

NOTICE OF ANNUAL GENERAL MEETINGNotice is hereby given that the 12th Annual General Meeting of the members of ITTEFAQ IRON INDUSTERIES LIMITED will be held on Saturday, October 28, 2017 at 12:00 noon at registered office, 40 B II, Gulberg-III, , Lahore to transact the following business.

ORDINARY BUSINESS

1. To confirm the minutes of the last EOGM held on Monday , February 01, 2017.

2. To receive, consider and adopt the audited financial statements of the Company together with the Directors and Auditors Report thereon for the year ended June 30, 2017.

3. To appoint Auditors for the year ending June 30, 2018 and to fix their remuneration. The present auditor M/s. Kaleem & Co., Chartered Accountants, the retiring auditors, who being eligible, have offered themselves for re-appointment.

4. To elect seven (7) directors of the Company as fixed by the Board of Directors in accordance with the provisions of section 159(1) of the Companies Act , 2017 for a term of three (3) years commencing from October 31, 2017. The names of retiring directors are as follows:

1. Mr. Usman Javed 2. Mian Muhammad Pervaiz Shafi 3. Mr. Javed Sadiq 4. Mr. Khalid Mustafa 5. Mrs. Khalida Perviz 6. Mrs. Sumbleen Usman 7. Mrs. Ayesha Fahid

The above retiring directors are eligible for re-election.

5. Any other Business with the permission of the Chairman.

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11ITTEFAQ IRON INDUSTRIES LIMITED (Formerly Ittefaq Sons Private Limited)

SPECIAL BUSINESS

6. To consider, and if thought fit, to pass the following resolution as special resolution with or without modification relating to transmission of annual audited financial statements of the Company through CD 0r DVD or USB.

RESOLVED that the transmission of the annual audited financial statements of the Company together with the Director’s and auditor’s report thereon, the notes and other information forming part thereof through CD or DVD or USB to members instead of sending in Book form/Hard Copy be and is hereby approved in terms of SECP .S.O.R No 470 Dated May 31, 2016.

7. To consider, and if thought fit, to pass the following resolution as special resolution with or without amendments, for alteration in the Articles of Association of the Company in order to copy with the mandatory e-Voting requirements as prescribed by Securities and Exchange Commission under Companies (E-Voting ) regulations 2016:

RESOLVED that the accordance with applicable statutory requirements, the following new articles 45-A, be and is hereby inserted after the existing articles 45 in the Articles of Association.

45-A (Electronic Voting)

1. A member may opt for e-voting in a general meeting of the Company under the provision and requirements for e-voting as prescribed by the SECP from time to time and shall be deemed to be incorporated in these Articles. Members are allowed to appoint members as well as non-members as proxies for the purposes of electronic voting pursuant to this article.

2. The Article shall be applicable for the purpose of electronic voting only;

Resolved further that the Company Secretary be and is hereby authorized to do all acts, deeds and things, take all steps and actions as deemed necessary, ancillary and incidental in order to give effect the aforesaid resolution.

A statement as required by Section 134 (3) of the Companies Act , 2017 in respect of Election of Directors and Special Business to be considered at the meeting is being sent to the members, along with a copy of this notice.

BY ORDER OF THE BOARD

Lahore: Muhammad Shahzad BazmiOctober 6, 2017 Company Secretary.

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12 ANNUAL REPORT 2017

NOTES:

1. Book closure

Share transfer books of the Company will remain closed from October 21, 2017 to October 28, 2017 (both days inclusive). Physical transfers/ CDS transaction IDs received in order by the Company’s Share Registrar, M/s. Corplink (Pvt.) Limited Wings Arcade,1-K, Commercial, Model Town, Lahore, up to the close of business on October 20, 2017 will be treated in time.

2. A member entitled to attend and vote at the above meeting may appoint a person/representative as Proxy to attend and vote on his behalf at the Meeting. The instrument of Proxy duly executed in accordance with the Articles of Association of the Company must be received at the Registered Office of the Company not less than 48 hours before the time of holding the meeting.

3. The individual members or representatives of corporate members of the Company in CDC must bring original National Identity Card or Passport, CDC Account and Participant ID Numbers to prove identity and verification at the time of Meeting. CDC account holders 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. Notice to Shareholders who have not provided their CNICs:

In accordance with the notification of the Securities and Exchange Commission of Pakistan vide their SRO 779 (1)/2011 dated August 18, 2011 and SRO 831(1) 2012 dated 5 July, 2012, dividend warrants are required to bear CNIC number of the registered member or the authorized person, except in case of minor(s) and corporate members. Accordingly, members who have not yet submitted copies of their valid CNIC or NTN in case of corporate entities are requested to submit the same to the Company’s Shares Registrar. In case of noncompliance, the Company will withhold dispatch of Dividend Warrants as per law.

5. Payment of Cash Dividend Through Electronic Mode

The provisions of Section 242 of the Companies Act, 2017 require that the dividend payable in cash shall only be paid through electronic mode directly into the bank account designated by the entitled shareholders. Therefore, for making compliance to the provisions of law, all those physical shareholders who have not yet submitted their bank account IBAN details to the Company are requested to provide the same on the Dividend Mandate Form available on Company website at www.ittefaqsteel.com All those shareholders of the Company in CDC, who have also not provided their bank account details are also requested to provide the same to their participants in CDC, who maintain their accounts in CDC and ensure that their bank account details are updated.

6 Deduction of Income Tax from Dividend under Section 150 of the Income Tax Ordinance, 2001:

The current prescribed rates for the deduction of withholding tax from payment of dividend by the companies are as under:

• For filers of income tax returns: 15% • For non-filers of income tax returns: 20%

The income tax is deducted from the payment of dividend according to the Active Tax-Payers List (ATL) provided on the website of FBR. Further, according to clarification received from Federal Board of Revenue (FBR), withholding tax will be determined separately on ‘Filer/Non-Filer’ status of Principal shareholder as well as joint-holder(s) based on their shareholding proportions, in case of joint accounts held by the shareholders.

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13ITTEFAQ IRON INDUSTRIES LIMITED (Formerly Ittefaq Sons Private Limited)

In this regard, all shareholders who hold shares jointly are requested to provide shareholding proportions of Principal shareholder and Joint-holders in respect of shares held by them to our Shares Registrar, in writing as follows:

ITTEFAQ IRON INDUSTRIES LIMITEDFORM OF JOINT SHAREHOLDING PROPORATION

Folio/CDCAccount no.

Names of principal and joint

shareholders

Total shares

Percentage of shares held (proportion)

CNIC no (copy attached)

Signatures

7 Video conferencing facility

Pursuant to provisions of SECP Circular No.10 of 2014 dated May 21,2014, if the Company receives consent from members holding aggregate 10% or more shareholding, residing in geographical location to participate in the meeting through video conference at least 10 days prior to the date of meeting, the Company will arrange video conference facility in that city.

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14 ANNUAL REPORT 2017

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15ITTEFAQ IRON INDUSTRIES LIMITED (Formerly Ittefaq Sons Private Limited)

8. Election of directors

Every candidate desiring to contest the election of Directors, whether he/she is retiring Director or otherwise, shall file with the Company not later than fourteen (14) days before the date of Annual General Meeting, a notice of his/her intention to offer himself/ herself for election, in terms of section 159 (3) of the companies Act 2017 along with his/her consent to act as Director, in terms of section 167(1) of the Companies Act 2017.

The candidate shall further comply with the relevant provisions of listing regulations of Pakistan Stock Exchange Limited and file with the Company a detailed profile along with his/her relevant declarations as required under the Code of Corporate Governance 2012. He /She should also confirm that:

A. He /She is not ineligible to become Director of the Company under any applicable laws and regulations (including listing regulation of the Stock Exchange).

B. He/ she is not serving as Director in more then seven listed Companies.C. Neither he/she nor his/her spouse engaged in the business of brokerage or is a sponsor directors

or officer of the corporate brokerage house.

9. Members are requested to notify any changes in their mailing addresses to the Company’s Share Registrar as soon as possible.

10. For any query/information, the shareholders may contact corporate affairs department, 042-35765029, email address or Company’s Share Registrars, M/s Corplink (Pvt.) Limited, Wings Arcade,1-K Commercial, Model Town, Lahore. Phone:042-35916714, 042-35916719. Email:[email protected].

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16 ANNUAL REPORT 2017

CODE OF BUSINESS CONDUCT & ETHICS The Code of Conduct sets out the Company’s objectives and its responsibilities to various stakeholders and the ethical standards required from its Directors and employees to meet such objectives and responsibilities.

FINANCIAL DISCLOSURE

All transactions should be accurately reflected in the books of accounts according to applicable accounting principles. Falsification of the Company’s books, any of the recorded bank accounts and transactions is strictly prohibited.

CONFLICT OF INTEREST

The Directors and employees of the Company must recognize that in the course of performing their duties, they may be out into a position where there is a conflict in the performance of such duty and a personal interest they may have. It is the overriding intention of the Company that all business transactions conducted by it are on arm’s length basis.

COMPLIANCE WITH LAWS, DIRECTIVES & RULES

Compliance with all applicable laws, regulations, directives and rules including those issued by the Board of Directors and Management.

CONFIDENTIALITY

Confidentiality of the Company’s internal confidential information must be maintained and upheld, which includes proprietary, technical, business, financial, joint-venture, customer and employee information that is not available publicly.

TIME MANAGEMENT

The Directors and the employees of the Company shall ensure that they adopt efficient and productive time management schedules.

BUSINESS INTEGRITY

The Directors and employees will strive to promote honesty, integrity and fairness in all aspects of the Company’s business and their dealings with vendors, contractors, customers, Joint Venture participants and Government officials.

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17ITTEFAQ IRON INDUSTRIES LIMITED (Formerly Ittefaq Sons Private Limited)

INSIDER TRADING

Every Director and employee who has knowledge of confidential material information is prohibited from trading in securities of the Company.

HEALTH, SAFETY & ENVIRONMENT

The Company, its Directors and employees will Endeavour to exercise a systematic approach to health, safety and environmental management, in order to achieve continuous performance improvement.

INVOLVEMENT IN POLITICS, GIFTS & BRIBARY

Company shall not make payments or other contributions to political parties and organizations. Employees must ensure that if they elect to take part in any form of political activity in their spare time, such activity does not and will not have any adverse effects on the Company and such activities must be within the legally permissible limits. The Directors and employees shall not give or accept gifts, entertainment, or any other personal benefit or privilege that could influence business dealings.

COMPLIANCE

All Directors and employees must understand and adhere to the Company’s business practices and Code of Conduct. They must commit to individual conduct in accordance with the Company’s business practices and Code of Conduct and observe both the spirit and the letter of the Code in their dealings on the Company’s behalf.

ACCOUNTABILITY

Failure to adhere to the Company’s business practices or Code of Conduct may result in disciplinary action, which could include dismissal.

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18 ANNUAL REPORT 2017

PROFILE OF DIRECTORS Mr. Usman Javed, Chief Executive Officer / Director

Mr. Usman is the son of Mian Muhammad Javed Shafi; one of the most eminent industrialists of the country with a superior vision and dynamic brand of leadership. Mr. Usman has held the directorships at Kashmir Poultry Breeders (Pvt.) Limited, Ittefaq Sugar Mills Ltd. and Kashmir Feeds Ltd.

Mr. Usman is instrumental in making strategic decisions for the Company and has led the Company to become one of the leading players in steel sector. He is an MBA from The University of Utah, USA.

Mr. Mian Muhammad Pervaiz Shafi, Director

Mr. Pervaiz has a rich and diversified experience of 40 years in iron and steel industry and is renowned as one of the most experienced industrialists of the steel industry. He has also served as the Director of Ittefaq Sugar and Kashmir Sugar Mills Ltd. Under his leadership the Company expects to achieve new heights and can further excel in the steel industry. Mr. Pervaiz is also serving as a member of audit committee of the Company.

Mr. Javed Sadiq, Director

Mr. Sadiq is serving as an independent director and has brought significant diversity to the board of Ittefaq Iron Industries (Formerly Ittefaq Sons Limited). Previously, he has served on the boards of National Investment Trust, Regional Development Finance Corporation, Lahore University of Management Sciences and State Cement Corporation and currently holds directorships in The United Insurance Co. of Pakistan and Greenstar Social Marketing. Having a remarkable history of more than four decades, Mr. Sadiq has served various prestigious organizations including National Development Finance Corporation as Director, EVP Karachi, SVP Zonal Head Lahore, Overseas Employment Corporation as Manager Marketing Planning and Development, MICAS Association Pakistan as Deputy General Manager, Decca Ltd. London as System and O&M Analyst and BBC London in audience Research Development. He has also worked with First national Bank Modaraba as the CEO and Industrial Development Bank of Pakistan as a Chairman.

Mr. Sadiq has also rendered consultancy services to NDFC for the affairs related to Karachi Electric, Wapda and National Book Foundation. Also, he has provided his consultancy for the billion, transmission and distribution departments of KE.

Mr. Sadiq is also a member of audit committee of the Company. He holds the degree of B.A (Hons.) from University of Liverpool, England and is also an M.A in International Relations & Economy from University of Manchester, England.

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19ITTEFAQ IRON INDUSTRIES LIMITED (Formerly Ittefaq Sons Private Limited)

Mr. Khalid Mustafa, Director

Mr. Khalid Mustafa is a graduate from M.A.O College, Lahore. He has a vast and illustrious experience of transport and steel business having served in the sectors in various capacities. He possesses keen interest in Pakistan Politics and sports. He was elected as councilor in local body election thrice and has also served as chairman bait-ul- mall Lahore.

Mrs. Khalida Pervaiz, Director

Mrs. Khalida Pervaiz is daughter of Mian Khalid Siraj who was ex-partner of Ittefaq Foundries. She has also served as director in Ittefaq Sugar Mills Ltd. At present she is on the board as well as a member of Human Resource Committee and has taken numerous initiatives for the development of HR function of the Company. She is also supervising a charitable institution and actively participates in social work.

Mrs. Ayesha Fahid, Director

Mrs. Ayesha Fahid is a graduate from Lahore College. Her presence on the board and as a member of HR Committee has brought numerous initiatives to set high standards and benchmarks for the performance of the Company. She also aims to work for the improvement of product portfolio of the Company and expanding its customer base.

Mrs. Sumbleen Usman, Director

Mrs. Usman is a graduate from Lahore College. Apart from serving the board she is supervising the procurement of raw materials and is also serving as a member of HR Committee.

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20 ANNUAL REPORT 2017

COMPANY PROFILEIttefaq the name of itself has over the years become synonymous with quality structural steel in Pakistan.

Ittefaq steel is made up of 1000 team-mates whose goal is to take care of the customers. We are accomplished this by being the safest highest quality and most productive steel products company is Pakistan. We are committed to doing this while being cultural and environmental stewards in communities where we live and work. We are succeeding by working together. The company’s attention is focused on customer’s satisfaction, development of products, research and quality control however, the main concern since the beginning has been to emphasize on investment in the national manpower, as it is the real capital of the company.The company’s long term investment in a combination of advanced technologies with the highly trained and motivated work force has been the key factor in bringing us to this point in our development. Today, by the grace of ALLAH we are leading a way in heavy industry by providing structure and alloy steel in the form of billet & bars in all type of industrial, residential sectors.

Product Profile

Ittefq Steel is the leading steel rolling mill in Pakistan with the capability to manufacture international quality products with various standards, such as DIN, ASTM etc. the company has created a name for itself and is known as the pioneer in steel products. Our state of the arts rolling mill can produce structure steel (with close tolerance and the required mechanical properties) and cater yo stringentt requirements for critical applications. Highly responsive and flexible production capability producing trailor made solution has resulted in Ittefaq Steel becaome a preffered supplies to key customers of structural steel in the region. Ittefaq steel is also able to minimize the leading time required to provide consistent international quality structural steel angels flat bars, channels, round and girders in a wide range of sizes.

PRODUCTS

DEFORMED BARS

Ittefeq Steel has been shaping steel for the nation for more than 50 Years. Our Deformed steel bars of Grade 40 and Grade 60 are produced in all American and British Standards Sizes from 10mm to 50mm. The Deformed bars are manufactured in a state if the art fully computerized plant. Well trained staff operates the plant with through quality control at all stages of manufacturing process. Ittefaq steel has also introduced international quality ittefaq thermex TMT bars.

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21ITTEFAQ IRON INDUSTRIES LIMITED (Formerly Ittefaq Sons Private Limited)

GIRDER, T-IRON, I & BEAM, CHANNEL & ANGEL

I-Beam are commonly made of structured steel. A common type of I-Beam is the Rolled Steel joist (RJS). These sections have parallel flanges. Ittefaq Steel is manufacturing I & H-Beam, Girder, T-Iron, Channel and Angle that has no match in strength and durability. All these products are available in different sizes as per your need and convenience.

STEEL BILLETS

Ittefaq Steel has quickly emerged as one of the most productive mills in Pakistan producing high quality industrial steel conforming to international standards industrial section, angles girders, channels, rounds, and special shapes. Throughout our melt shop from steel scrap to billets we maintain strict control over the composition of our steel. Ittefaq steel quality system is based in the key principals of ISO and is focused on production products consistently right, to meet the customer requirements.

PRODUCTION FACILITIES

INDUCTION FURNACES

Melt shop is the heart of steel making operation at ittefaq. Here, steel scrap is transformed in to a semi-finished product (Called a Billet) of correct size and chemistry, in two medium frequency induction furnace each having of 15 ton capacity per heat

LADLE REFINING FURNACES

Ladle Refining Furnace with a capacity of 20 ton per heat is used for refining liquid steel to produce high quality alloy steel. LRF reduces the dissolved gas content and helps in improved quality with better content and helps in improved quality with better recover of Ferro Alloys.

AOD CONVERTER

A.O.D is an improved Air-Oxygen Decarburization (AOD) Convertor. At Ittefaq Steel, our AOD has a capacity of 22 tons per heat for making Stainless Steel and low carbon alloy steels.

CONTINUOUS CASTING

The two strand 6/11 radius continous caster is occupied with special features, for the production of 100mm X 100mm to 200mm x 200mm steel billet.

BAR ROLLING MILL

Fully automatic rolling of 20” straight with auto controlled re-heating furnace has the capacity to roll steel bars from 10mm to 50mm size according to international standards.

STRUCTURAL MILL

A 24” modern structural mill has been recently installed with a rolling capacity of 35-40 ton per hour to produce Ms Joist, Ms Channel, Ms Angle, Ms T-Iron, Round Bar and other shapes of steel structure.

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22 ANNUAL REPORT 2017

QUALITY

Ittefaq iron industries limited is committed to supply quality products strictly as per customer requirement. A well equipped metallurgical labortary has always been need of the day to ensure products being produced as per requisite standards for this purpose company have established a well equipped modern steel testing laboratory to ensure strict quality control at all stages i.e. from induction of raw material to the dispatch of finish products.

Quality assurance laboratory installed is one of the most modern laboratories in Pakistan equipped with the following testing facilities required for quality production of steel and R & D purpose for further advancement in the relevant field.

Emission Spectrometer

A twenty seven channel optical Emission spectrometer for direct analysis of solid metallic samples of ferrous metals with high precision accuracy least inter element interference particularly for trace element analysis of world famous German Spectro Lab brand has been installed and Commissioned under foreign experts for quick and accurate analysis of results and to print out reports in addition to save analysis data for traceability.

LECO CS – 230 Analyzer

LEO CS – 230 has been installed to determine precisely carbon & sulphur contents of steel and other carbonaceous material over a wide range of composition. The equipment is of German origin and has been designed for more accurate results in quick basis with built in computer to print out analysis report.

Universal Tensile Testing Machine

A modern hydraulic tensile testing machine with maximum load capacity 2000KN is installed with servo control to test various metallic and non-metallic materials for tension, compression, bending and shearing strength. It is capable of testing the characteristic of material on physical and technological properties machine is equipped with computer software and printer. It can control the test procedures as the set programs and can also display record, process and print the test results and can draw test curves automatically in real time. This machine has been recently imported installed and commissioned under the supervision of foreign experts and is presently the biggest capacity computerized machine in any steel industry in Pakistan. Besides this, there is already a 1000-KN capacity machine in the mechanical testing lab to share the load of testing.

Moreover this machine complies with ISO 7500-1, ISO-6892, ISP-15630, ASTMA-730, ASTME4, ASTME9, ASTMD 76, JISZ 2841 standards.

Hardness Testing

Two latest model hardness testers have been installed in the laboratory for determining brinnel Rockwell and Vickers hardness of ferrous nonferrous and hard alloys with complete measuring range.

Metallography

Metallography is a powerful material investigation tool. Its lead to establish product reliability and to determine the failure of materials. Keeping in view the vital role of Metallography laboratory has been installed and is under functioning. The laboratory comprises of a metallurgical microscope equipped

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23ITTEFAQ IRON INDUSTRIES LIMITED (Formerly Ittefaq Sons Private Limited)

with reflected illumination which provides bright field, dark field, polarization observation and photography. Moreover a computer system with image analyzer software is attached to the microscope for online microstructure analysis.

Chemical Analysis

In addition to above mentioned testing facilities, there exists a complete and up to date chemical laboratory for analysis of ferrous and Ferro alloys. A dedicated and experienced R & D team is engaged in developing new products and upgrading existing formulations. We develop and produce products to meet the entire satisfaction of the customer. We continuously upgrade the product based in the feedback from end user. Our field representative keep a track of performance of each supply and forward the feedback to our technical experts. Who analyze and make necessary changes, if required. Our valued customers are assured of best quality material.

Sample Preparation

The goal of metallo graphic specimen preparation is to reveal the true structure of the material. True structure enables the analyst to examine a specimen surface that show a precise image of the material. Mechanical preparation (i.e) (cutting, grinding and polishing) is the most common method of preparing samples for microscopic examination.

A complete range of equipment for cutting, grinding, fine grinding, cold mounting and embedding, hot compression mounting has been installed in the metallographic laboratory for proper preparation of samples for metallographic.

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24 ANNUAL REPORT 2017

ORGANIZATION CHART

Chief FinancialOfficer

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25ITTEFAQ IRON INDUSTRIES LIMITED (Formerly Ittefaq Sons Private Limited)

CHIEF EXECUTIVE MESSAGEDear Shareholders,

I take great pleasure in welcoming you. This is our first annual report after becoming a listed company, with an IPO that was oversubscribed by 2.5 times in book building exercise, Alhamdulillah. The share was valued at a premium of PKR 20.2/- coming to PKR 30.2/- per share. Our team at Ittefaq takes pride in announcing that we have outperformed our expectations

The success of any industry depends on the extent of its competitiveness in the markets. Doubtlessly, steel industry is the backbone of industrial progress for any community. Therefore, we took special care at an early stage in establishing a strong steel industry in our country. That is why, Ittefaq Steel, an integrated steel complex is considered to be a source of pride for the country and ranked amongst one of the largest steel producers in Pakistan.

Ittefaq will continue to strive not only to maintain but also to enhance its reputation by a process of continuous improvement in every area of operations, to protect the ongoing development of the company. As an existing or potential customer of ittefaq, your continued consideration and support is highly valued, as we continue to grow and participate in the development of the steel industry in Pakistan. Ittefaq steel also occupies a strategic position amongst the largest steel producers in the country. This was the result of efforts over decades during which many challenges were encountered and surmounted, thanks to ALLAH.

My appreciation goes also to my colleagues, directors of the board, management and employees of the company whose sincere efforts have been instrumental in maintaining the attained records of quality and quantity. I am confident that our products will always be strong and durable as our commitment.

Usman JavedChief Executive Officer

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26 ANNUAL REPORT 2017

DIRECTORS’ REPORT

It gives me great pleasure in presenting you the Company’s 12th Annual Report

and Audited Accounts for the year ended 30th June 2017.

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27ITTEFAQ IRON INDUSTRIES LIMITED (Formerly Ittefaq Sons Private Limited)

OPERATING RESULTS (Rs. In Million) PARTICULARS 2016-17 2015-16 Gross Sale 4544.932 4065.879Net Sales 4442.102 3917.451Operating Profit 319.554 307.295Profit Before Tax 198.736 135.006Profit After Tax 140.861 77.029Earning Per Share( EPS) 1.55 0.86

REVIEW OF OPERATING RESULTS

It is our humble gesture to present the first annual report and financial statements for the year ended 30th June 2017 to all our valued shareholders after becoming a listed Company. In order to cater the demand for its products, the required enhancement in its working capital was raised via equity financing, so Company issued share capital through Initial Purchase Offer ( IPO) which was oversubscribed by 2.5 times in book building exercise at the end of May 2017. Alhamdolillah, the share was valued at a premium of PKR 20.2/- coming to PKR 30.2/- per share

The steel requirements of the domestic market in Pakistan is growing exponentially due to increased government spending on building, infrastructure, and various CPEC related projects.

Company is the steel provider for various ongoing government based projects, including dams, motorways, barrages CPEC related projects etc.

We also have trust in maintaining and developing long term relationship with clients. The world to ten big construction companies of Pakistan are working with us.

In addition, We have experienced ,skilled, competent and devoted personnel. Our team is whole-heartedly dedicated to achieving a

synergy between process-efficiency and cost-effectiveness.

Keeping in view the above fact , we are confident that our business will grow and Company will be in a better to announce bonus, cash dividend etc. its shareholders in the near future.

DIVIDEND

The Board of Directors of the Company has not announced divided for the year ended 30.02017, However Board is optimistic for better results in future.

CHIEF EXECUTIVE’S REVIEW

The Directors endorse the contents of the Chief Executive’s Review for the year ended 30 June 2017 which contains the state of the Company’s affairs, operational performance. The contents of the said review shall be read along with this report and shall form an integral part of the Directors’ Report in terms of section 227 of the Companies Act , 2017 and the requirements of the Code of Corporate Governance under the Listing Regulations of the Stock Exchanges.

FINANCIAL STATEMENTS

As required under listing regulations 35(xxi) of Pakistan Stock Exchange, the Chief Executive

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28 ANNUAL REPORT 2017

Officer and Chief Financial Officer present the financial statements, duly endorsed under their respective signatures, for consideration and approval of the Board of Directors and the Board, after consideration and approval, authorize the signing of financial statements for issuance and circulation. The financial statements of the Company have been duly audited and approved without qualification by the auditors of the Company, Kaleem & Co., Chartered Accountants and their report is attached with the financial statements. No material changes and commitments affecting the financial position of your Company have occurred between the end of the financial year to which this Balance Sheet relates and the date of the Directors’ Report.

ROLE OF CHAIRMAN AND CHIEFEXECUTIVE OFFICER

The Chairman and the Chief Executive Officer have separate and distinct roles. The Chairman has all the powers vested under the Code of Corporate Governance and presides over Board meetings. The principal role of the Chairman is to manage and to provide leadership to the Board of Directors of the Company. The Chairman is accountable to the Board and acts as a direct liaison between the Board and the management of the Company through the Chief Executive Officer. The Chairman is independent from management and free from any interest and any business or other relationship which could conflict with the Chairman’s independent judgment. The Chief Executive Officer performs his duties under the powers vested by the law and the Board, and recommends and implements the business plans, and is responsible for overall control and operation of the Company.

CEO’S PERFORMANCE EVALUATION

During the year, the Human Resource and Remuneration Committee of the Board evaluated

the performance of the CEO in line with the established performance based evaluation system. The evaluation was reviewed against the following criteria:

• Leadership• Policy and strategy• People Management• Business Processes/Excellence• Governance and Compliance• Financial Performance• Societal Impact Investment

Committee’s recommendations were, thereafter,reviewed and approved by the Board.

DIRECTOR COMPLIANCE STATEMENT ON CORPORATE AND FINANCIAL REPORTING FRAME WORK

As required under the Code of Corporate Governance (CCG), the Board of Directors states that:

The financial statements present fairly the true of affairs of the Company, the results of its operations, cash flows and changes in equity;

• Proper books of accounts of the Company have been maintained;

• Accounting policies as stated in the notes to the financial statements have been consistently applied in preparation of financial statements and accounting estimates are based on reasonable and prudent judgment; International Financial Reporting Standards, as applicable in Pakistan and the requirements of Companies Act 2017, have been followed in preparation of the financial statements;

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

• There are no doubts about the Company’s ability to continue as going concern;

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29ITTEFAQ IRON INDUSTRIES LIMITED (Formerly Ittefaq Sons Private Limited)

• There has been no material departure from the best practices of corporate governance as detailed in the listing regulations;

• A statement regarding key financial data for the last six years is annexed to this report;

• Information about taxes and levies is given in the notes to the financial statements.

• During the year 11 board meetings were held. The minutes of the meetings were appropriately recorded and circulated.

DIRECTORS

Election of directors will be held on 28 Oct 2017 and a seven member Board was elected unopposed whose term of office will expire on 28 Oct 2020. Mr.Zohaib Zahid and Mr Shahzad Javed resigned during the year and the casual vacancies were filled by Mr.Usman Javed, Mrs, Khalida Pervaiz, and further five directors also appointed to meet the compliance of listing Company. the board constituted an audit committee comprising of one independent and two non – executive Directors.

In addition to Audit Committee, the Board has also constituted the Human Resource and Remuneration committee and both comprise solely of Non- Executive Directors and are mandated to assist the Board to discharge its functions as well and monitor its. Compliance with the Company’s governing principles. Four meetings of the Board were held during the year to review and approve all issues and matters referred by the board. The issues discussed included periodical and annual financial statements, corporate and financial reporting framework, corporate strategy, budget reviews, budget forecasts with actual cash flows, management letters issued by the external auditors, compliance with relevant laws and regulations including the amendments introduced during the year, the development and framework, acquisitions and disposals of fixed assets, review of risks identified and their mitigation, accounting and internal control system including IS controls and other significant management issues.

During the year, four Audit Committee meetings were held to review periodical and annual financial statements, audit plans and reports issued by the internal audit function.

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30 ANNUAL REPORT 2017

Two meetings of the Human Resource and Remuneration (HR & R) committee were held to address changes in the regulatory environment, review policies relating to employee compensation and benefit plans and evaluate the performance of the Chief Executive Officer.

The Board of Directors approved Head of Internal Audit, as recommended by the Human Resource and Remuneration Committee. Further, for the purposes of clause xvi(l) of the Code of Corporate Governance, the Board had set the threshold that Functional Heads of all the Departments of the Company shall be considered as “Executive”. The Board has reviewed the threshold and found it satisfactory keeping in view the management structure of the Company.

INITIAL PURCHASE OFFER (IPO)

During the year Company took certain corporate actions like enhancement of the Authorized Share Capital from Rs:1000,000,000/- to 3000,000,000/ . The denomination of share from Rs:100 to Rs:10/, The name of Company was changed from Ittefaq Sons Pvt Ltd to Ittefaq Iron Industries Pvt Ltd , The status of the company from Private to Public Listed. The Initial Purchase (IPO) was offered to Public on Last week of May 2017 and finally Company listed with Pakistan Stock Exchange (PSX) at the end of June 2017.

AUDIT COMMITTEE

The Board has constituted an Audit Committee consisting of three members including Chairman of the Committee. The committee regularly meets as per requirement of the code. The committee assists the Board in reviewing internal audit manual and internal audit system.

HUMAN RESOURCE COMMITTEE

The Board has constituted a Human Resource Committee in compliance with the Code of Corporate Governance 2012.

DIRECTORS’ TRAINING PROGRAM

As required by the Code, Company have conducted professional training for its Directors need to meet the requirement of the corporate governance future.

AUDITORS

The auditors, Kaleem & Co., Chartered Accountants are due to retire in the forthcoming annual general meeting of the company and have offered themselves for re-appointment. The Board Audit Committee and the Board of Directors of the Company have recommended their appointment for shareholders consideration and approval at the forthcoming annual general meeting.

PATTERN OF SHAREHOLDING ANDSHARES TRADEDThe pattern of shareholding and additional information regarding pattern of shareholding is attached separately. No trading in the shares of the Company was carried out by the Directors, the Chief Executive Officer, the Chief Financial Officer, the Company Secretary, Executives and their spouses and minor children.

GRATUITY FUND INVESTMENT

The Company also operates a funded Gratuity Fund Scheme covering all its permanent employees in accordance with Gratuity Fund Rules.

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31ITTEFAQ IRON INDUSTRIES LIMITED (Formerly Ittefaq Sons Private Limited)

MESSAGES OF THE CHAIRMAN AND CHIEF EXECUTIVE OFFICER

The directors endorse the contents of the Chairman’s and Chief Executive Officer’s messages.

ACKNOWLEDGEMENTS

The Board expresses its gratitude for the efforts of all its employees, executives, workers and stakeholders which enabled the management to run the Company smoothly throughout the year. It is expected that the same cooperation would be forthcoming in future years.

On behalf of the Board

Usman Javed Mian Muhammad Pervaiz ShafiCEO Director

Lahore : Oct 05, 2017

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32 ANNUAL REPORT 2017

Last Five year Financial review(Amounts in PKR Mn.) FY12 FY13 FY14 FY15 FY16 1QFY17Income Statement Audited Audited Audited Audited Audited Audited

Sales 3,215 3,138 4,110 3,842 3,917 959Cost of Goods Sold 2,917 2,853 3,749 3,490 3,562 876Gross Profit 298 286 361 352 356 83EBITDA 383 360 463 440 433 98Operating Profit 271 248 311 304 307 67Financial Charges 170 157 176 183 149 26Profit before Taxation 100 87 132 115 152 42Profit after Taxation 65 56 87 65 88 33

Balance Sheet Non-Current Assets 1,744 1,754 1,710 1,596 1,471 1,441Current Assets 2,072 2,356 2,550 3,142 2,536 2,510Total Assets 3,816 4,110 4,260 4,738 4,006 3,950Share Capital 895 895 895 895 895 895Total Equity (including surplus on revaluation of assets) 1,598 1,653 1,604 1,671 1,762 1,795Non-Current Liabilities 532 449 377 328 366 366Deferred Liabilities 15 17 156 146 137 138Current Liabilities 1,671 1,990 2,122 2,593 1,741 1,651Total Liabilities 2,218 2,457 2,656 3,067 2,244 2,156Total Equity and Liabilities 3,816 4,110 4,260 4,738 4,006 3,950Total Number of Issued Shares of PKR 100 each (mn)# 8.9 8.9 8.9 8.9 8.9 8.9

Financial Ratios Gross Margin(1) 9.3% 9.1% 8.8% 9.2% 9.1% 8.7%Operating Profit Margin(2) 8.4% 7.9% 7.6% 7.9% 7.8% 7.0%Net Margin(3) 2.0% 1.8% 2.1% 1.7% 2.3% 3.4%EBITDA Margin(4) 11.9% 11.5% 11.3% 11.5% 11.1% 10.3%EBIT Margin(5) 8.4% 7.8% 7.5% 7.8% 7.7% 7.1%Earnings Per Share (PKR) (6) 0.73 0.63 0.97 0.73 0.99 0.36Current Ratio (x) (7) 1.24 1.18 1.20 1.21 1.46 1.52Breakup Value Per Share (PKR) (8) (excluding surplus on revaluation of assets) 11.96 13.11 14.70 15.69 16.93 17.38Breakup Value Per Share (PKR)(9) (including surplus on revaluation of assets) 17.86 18.48 17.93 18.68 19.70 20.06Working Capital Turnover (x) (10) 2.40 2.80 2.80 1.79 2.05 1.97*Inventory Days(11) 150 144 114 122 109 98Receivable Days(12) 29 30 22 29 40 45Payable Days(13) 29 67 61 60 48 38Inventory Turnover(14) 2.00 2.08 2.64 2.46 2.76 3.05*

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33ITTEFAQ IRON INDUSTRIES LIMITED (Formerly Ittefaq Sons Private Limited)

(Amounts in PKR Mn.) FY12 FY13 FY14 FY15 FY16 1QFY17Income Statement Audited Audited Audited Audited Audited Audited

Receivable Turnover(15) 10.39 10.15 13.76 10.23 7.49 6.62*Payable Turnover(16) 10.31 4.50 4.88 5.04 6.24 7.97*Asset Turnover(17) 84.6% 79.2% 98.2% 85.4% 89.6% 96.4%*Return on Asset(18) 1.7% 1.4% 2.1% 1.4% 2.0% 3.3%*Return on Equity (including surplus on revaluation) (19) 4.2% 3.5% 5.3% 4.0% 5.1% 7.3%*Return on Equity (excluding surplus on revaluation) (20) 6.5% 5.0% 7.0% 4.8% 6.1% 8.5%Return on Fixed Asset(21) 4.2% 3.2% 5.0% 3.9% 5.8% 9.0%*Debt to Equity (including surplus on revaluation) (22) 1.03 0.91 0.98 1.21 0.88 0.87Debt to Equity(excluding surplus on revaluation)(23) 1.53 1.29 1.20 1.45 1.02 1.00Debt to Assets(24) 0.43 0.37 0.37 0.43 0.39 0.39Return on Equity (including surplus on revaluation) (19) 4.2% 3.5% 5.3% 4.0% 5.1% 7.3%*Return on Equity (excluding surplus on revaluation) (20) 6.5% 5.0% 7.0% 4.8% 6.1% 8.5%Return on Fixed Asset(21) 4.2% 3.2% 5.0% 3.9% 5.8% 9.0%*Debt to Equity (including surplus on revaluation) (22) 1.03 0.91 0.98 1.21 0.88 0.87Debt to Equity(excluding surplus on revaluation)(23) 1.53 1.29 1.20 1.45 1.02 1.00Debt to Assets(24) 0.43 0.37 0.37 0.43 0.39 0.39

Notes: (1) Gross Margin is calculated by dividing the gross profit for the year with the net sales of the same year (2) Operating Profit Margin is calculated by dividing the operating profit for the year with the net sale of the same year(3) Net Margin is calculated by dividing the profit after tax of the year with the net sales of the same year(4) EBITDA Margin is calculated by dividing the earnings before interest, tax, depreciation and amortization of the year with the net sales of the same year(5) EBIT Margin is calculated by dividing the earnings before interest and tax of the year with the net sales of the same year(6) Earnings per Share is calculated by dividing the profit after tax of the year with the total number of current issued shares (i.e 89,471,240 ordinary shares)(7) Current Ratio is calculated by dividing the total current assets of the year with the total current liabilities of the same year(8) Breakup Value per Share excluding surplus on revaluation of fixed assets is calculated by dividing the Net equity less revaluation of fixed assets with the total number

of current issued shares (i.e 89,471,240 ordinary shares)(9) Breakup Value per Share including surplus on revaluation of fixed assets is calculated by dividing the Net equity of the year with the total number of current issued

shares (i.e 89,471,240 ordinary shares)(10) Working Capital Turnover is calculated by dividing the net sales of the year with the working capital of the same year(11) Inventory Days is calculated by dividing 300 with the inventory turnover ratio(12) Receivable Days is calculated by dividing 300 with the receivable turnover ratio(13) Payable Days is calculated by dividing 300 with the payable turnover ratio(14) Inventory Turnover is calculated by dividing the Cost of Goods Sold of the year with average of inventory(15) Receivable Turnover is calculated by dividing the Net Sales of the year with average of receivables (16) Payable Turnover is calculated by dividing the Cost of Goods Sold of the year with average of payables 17) Asset Turnover is calculated by dividing the Net Sales of the year with the average total assets (18) Return on Assets is calculated by dividing the Profit after Tax of the year with the average total assets(19) Return on Equity is calculated by dividing the Profit after Tax of the year with the average equity (including surplus on revaluation of assets)(20) Return on Equity is calculated by dividing the Profit after Tax of the year with the average equity (excluding surplus on revaluation of assets)(21) Return on Fixed Assets is calculated by dividing the Profit after Tax of the year with the average non-current assets(22) Debt to Equity is calculated by dividing the total debt of the year (including mark-up payable and short term liabilities) with the equity (including surplus on revaluation

of assets) of the same year(23) Debt to Equity is calculated by dividing the total debt of the year (including mark-up payable and short term liabilities) with the equity (excluding surplus on

revaluation of assets) of the same year(24) Debt to Assets is calculated by dividing the total debt of the year (including mark-up payable and short term liabilities) with the total assets of the same year

* these ratios are calculated by annualizing the numbers of 1QFY17# The Company changed the par value of its shares form PKR 100/- per share to PKR 10/- per share on 24/11/2016. Currently the issued capital of the Company

consists of 89,471,240 ordinary shares

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34 ANNUAL REPORT 2017

The Companies Ordinance, 1984 Form - 34 (Section 236(1) and 464) PATTERN OF SHAREHOLDING 1. Incorporation Number 2. Name of Company ITTEFAQ IRON INDUSTRIES LIMITED 3. Pattern of holding of shares held by the shareholders as at June 30, 2017

4. Number of Shares held Range Total Shareholders From To Shares held Percentage

3,388 101 500 1,694,000 1,557 501 1,000 1,557,000 624 1,001 5,000 1,414,500 26 5,001 10,000 215,500 7 10,001 15,000 102,000 2 15,001 20,000 40,000 5 20,001 25,000 120,000 15 25,001 30,000 433,054 27 30,001 35,000 869,114 2 35,001 40,000 73,079 5 40,001 45,000 214,322 6 45,001 50,000 285,562 4 50,001 55,000 214,338 1 55,001 60,000 57,500 2 60,001 65,000 123,186 2 65,001 70,000 139,250 1 70,001 75,000 75,000 3 75,001 80,000 233,338 3 85,001 90,000 265,548 4 95,001 100,000 400,000 2 120,001 125,000 250,000 1 130,001 135,000 131,147 1 135,001 140,000 138,500 1 155,001 160,000 156,000 1 160,001 165,000 163,934 1 165,001 170,000 167,213 1 170,001 175,000 175,000 1 190,001 195,000 190,163

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35ITTEFAQ IRON INDUSTRIES LIMITED (Formerly Ittefaq Sons Private Limited)

4. Number of Shares held Range Total Shareholders From To Shares held Percentage

1 195,001 200,000 200,000 1 235,001 240,000 240,000 1 240,001 245,000 240,625 1 295,001 300,000 300,000 1 300,001 305,000 305,000 1 315,001 320,000 320,000 1 325,001 330,000 327,868 1 345,001 350,000 350,000 2 365,001 370,000 735,390 2 395,001 400,000 800,000 1 490,001 495,000 491,803 1 495,001 500,000 500,000 1 555,001 560,000 555,555 2 595,001 600,000 1,200,000 1 630,001 635,000 634,700 1 685,001 690,000 688,524 1 730,001 735,000 735,000 1 845,001 850,000 850,000 1 895,001 900,000 897,000 1 925,001 930,000 929,781 1 1,065,001 1,070,000 1,070,000 1 1,110,001 1,115,000 1,112,000 1 1,495,001 1,500,000 1,500,000 1 1,645,001 1,650,000 1,650,000 1 1,670,001 1,675,000 1,672,370 1 1,690,001 1,695,000 1,690,900 1 1,830,001 1,835,000 1,834,477 1 1,940,001 1,945,000 1,944,000 4 2,495,001 2,500,000 10,000,000 1 2,755,001 2,760,000 2,759,029 1 3,055,001 3,060,000 3,058,490 1 3,095,001 3,100,000 3,100,000 1 3,130,001 3,135,000 3,131,000 1 5,195,001 5,200,000 5,198,160 1 5,260,001 5,265,000 5,260,630 1 5,310,001 5,315,000 5,310,090 1 5,380,001 5,385,000 5,381,170 1 6,170,001 6,175,000 6,170,820 1 6,305,001 6,310,000 6,309,780 1 8,045,001 8,050,000 8,049,800 1 8,140,001 8,145,000 8,144,480 1 8,200,001 8,205,000 8,205,000 1 8,690,001 8,695,000 8,690,860 1 8,775,001 8,780,000 8,778,690 5,743 131,221,240

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36 ANNUAL REPORT 2017

5. Categories of shareholders Share held Percentage 5.1 Directors, Chief Executive Officers, 14,026,850 10.6895% and their spouse and minor childern 5.2 Associated Companies, 0 0.0000% undertakings and related parties. 5.3 NIT and ICP 0 0.0000% 5.4 Banks Development 1,834,477 1.3980% Financial Institutions, Non Banking Financial Institutions. 5.5 Insurance Companies 634,700 0.4837% 5.6 Modarabas and Mutual 11,574,677 8.8207% Funds 5.7 Share holders holding 10% 0 0.0000% or more 5.8 General Public a. Local 89,473,465 68.1852% b. Foreign 0 0.0000% 5.9 Others (to be specified) Joint Stock Companies 13,644,291 10.3979% Others 32,780 0.0250%

Form - 34

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37ITTEFAQ IRON INDUSTRIES LIMITED (Formerly Ittefaq Sons Private Limited)

STATEMENT OF COMPLIANCE WITH THE CODE OF CORPORATE GOVERNANCENAME OF COMPANY : ITTEFAQ IRON INDUSTRIES LIMITEDYEAR ENDED: JUNE 30, 2

This statement is being presented to comply with the Code of Corporate Governance (CCG) contained in Regulation No.35 of the Listing Regulation of the Stock Exchange in Pakistan for the purpose of establishing a framework of good governance, Whereby a listed Company is managed in compliance with the best practice of corporate governance, The company has applied the principals contained in the CCG in the following manner.

1. The company encourages representation of independent non-executive directors and directors representing minority interests on its Board of Directors. At present, the board includes:-

Category Names

Executive Directors Mr. Muhammad Pervaiz ShafiMr. Usman Javed

Independent Director Mr. javed Sadiq

Non-Executive Directors Mr. Khalid Mustafa Mrs. Sumbleen Usman Mrs. Khalida Pervaiz Mrs. Ayesha Fahid

2. The Directors have confirmed that none of them is serving as Director on more than seven listed companies including this Company.

3. All the resident Directors of the company are registered as taxpayers and none of them has defaulted in payment of any loan to a banking company, a DFI or an NBFI or, being a member of a stock exchange has been declared as a defaulter by that stock exchange.

4. The board has developed a vision/ mission statement overall corporate strategy and significant policies of the company. A complete record of particulars of significant policies along with the dates on which they were approved amended has been maintained

5. The meetings of the Board were presided over by the Chairman and the Board met at least once in every Quarter. Written notices of the Board Meetings, along with agenda and working papers were circulated at least seven days before the meetings. The minutes of the meetings were appropriately recorded and circulated.

6. All the powers of the Board have been duly exercised and decision on material transactions, including appointment and determination of remuneration and terms and condition of employment of the CEO, other executive and non –executive directors have been taken by the Board.

7. 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.

8. The Board had arranged Orientation Courses for its Directors during the preceding years from recognized institutions of Pakistan that meet the criteria specified by the SECP whereas some

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38 ANNUAL REPORT 2017

Directors having the requisite experience on the Board(s) of listed Companies are exempt from the Directors training program. Further the Director have also provided declarations that they are aware of their duties, powers and responsibilities under the Companies Act 2017 and the Listing Regulations of the Stock Exchanges.

9. The financial statements of the Company were duly endorsed by CEO and CFO Before approval of the Board.

10. The Company has complied with all the corporate and financial reporting requirements of the CCG.

11. The Board has ratified the appointment of CFO Company Secretary and head of internal Audit including their remuneration and terms and conditions of employment.

12. The meetings of Audit Committee were held at least once every quarter prior to approval of interim and final results of the company as required by the CCG. The terms of reference of the committee have been formed and advised to the committee for compliance.

13. The Board has formed and Audit Committee. It comprises of four members and all of four are non-executive directors including the chairman of the committee who is and independent director.

14. The directors, CEO and executives do not hold any interest in shares of the company other than that disclosed in the pattern of shareholding.

15. The director report for this year has been prepared in compliance with the requirements of the CCG and fully describes that salient matters required to be disclosed.

16. Material / price sensitive information has been disseminated among all market participation at once through stock exchanges.

17. The Closed period prior to the announcement of interim /final results and business decisions which may materially affect the market price of the company s securities was determined and intimated to Directors executive and stock exchange (S).

18. We confirmed that all other material principles enshrined in the CCG have been complied with.

FOR AND ON BEHAIF OF THE BOARD

Usman Javed Muhammad Pervaiz ShafiChief Executive Officer Director

LahoreOctober 5, 2017

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39ITTEFAQ IRON INDUSTRIES LIMITED (Formerly Ittefaq Sons Private Limited)

REVIEW REPORT TO THE MEMBERS ON THE STATEMENT OF COMPLIANCE WITH THE CODEOF CORPORATE GOVERNANCE

We have reviewed the enclosed Statement of Compliance with the best practices contained in the Code of Corporate Governance (“the Code”) prepared by the Board of Directors of ITTEFAQ IRON INDUSTRIES LIMITED (“The Company”) (Formerly Ittefaq Sons Private Limited), Regulation No. 35 of the Pakistan Stock Exchange where the Company is listed.

The responsibility for compliance with the Code is that of the Board of Directors of the Company. Our responsibility is to review, to the extent where such compliance can be objectively verified, whether the responsibility is to review, to the extent where such compliance can be objectively verified, whether the Statement of Compliance reflects the status of the Company’s compliance with the provisions of the Code and report if it does not and to highlight any non-compliance with the requirements of the Code. 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 code.

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 Code requires 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 distinguishing between transactions carried out on terms equivalent to those that and recording proper justification for using such alternate pricing mechanism. 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 any procedures to determine 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 best practices contained in the Code as applicable to the Company for the year ended 30 June 2017. KALEEM & COMPANYCHARTERED ACCOUNTANTS

Lahore: October 5, 2017

Engagement Partner: Muhammad Kaleem Rathor

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40 ANNUAL REPORT 2017

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41ITTEFAQ IRON INDUSTRIES LIMITED (Formerly Ittefaq Sons Private Limited)

Financial StatmentsFor the year ended 30 June 2017

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42 ANNUAL REPORT 2017

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43ITTEFAQ IRON INDUSTRIES LIMITED (Formerly Ittefaq Sons Private Limited)

AUDITORS’ REPORT TO THE MEMBERS

We have audited the annexed balance sheet of ITTEFAQ IRON INDUSTRIES LIMITED (“The Company”) (Formerly Ittefaq Sons Private Limited) as at June 30, 2017 and the related profit and loss account, statement of comprehensive income, cash flow statement and statement of changes in equity together with notes forming part thereof, for the year then ended and we state that we have obtained all the information and explanations which, to the best of our knowledge and belief, were necessary for the purposes of our audit. It is the responsibility of the Company’s management to establish and maintain a system of internal control, and prepare and present the above said statements in conformity with the approved accounting standards and the requirements of the Companies Ordinance, 1984. Our responsibility is to express an opinion on these statements based on our audit. We conducted our audit in accordance with the auditing standards as applicable in Pakistan. These standards require that we plan and perform the audit to obtain reasonable assurance about whether the above said statements are free of any material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the above said statements. An audit also includes assessing the accounting policies and significant estimates made by management, as well as, evaluating the overall presentation of above said statements. We believe that our audit provides a reasonable basis for our opinion and, after due verification, we report that:

(a) in our opinion, proper books of accounts have been kept by the Company as required by the Companies Ordinance,1984;

(b) in our opinion:

i) the balance sheet and profit and loss account together with the notes thereon have been drawn up in conformity with the Companies Ordinance, 1984 and are in agreement with the books of account and are further in accordance with accounting policies consistently applied which we concur;

ii) the expenditure incurred during the year was for the purpose of the Company’s business;

and iii) the business conducted, investments made and the expenditure incurred during the year

were in accordance with the objects of the Company;

(c) in our opinion and to the best of our information and according to the explanations given to us, the balance sheet, profit and loss account, statement of comprehensive income, cash flow statement and statement of changes in equity together with the notes forming part thereof conform with approved accounting standards as applicable in Pakistan and give the information required by the Companies Ordinance, 1984, in the manner so required and respectively give a true and fair view of the state of the Company’s affairs as at June 30, 2017 and of the Profit, comprehensive income, its cash flows and changes in equity for the year then ended; and

(d) in our opinion, no Zakat was deductible at source under the Zakat and Ushr Ordinance, 1980.

KALEEM AND COMPANY Muhammad Kaleem Rathor Chartered Accountants Lahore: October 05, 2017

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44 ANNUAL REPORT 2017

2017 2016 2015 Notes RUPEES RUPEES RUPEES Re-stated Re-stated

EQUITY& LIABILITIES SHARE CAPITAL & RESERVES Authorized Share Capital 4 3,000,000,000 1,000,000,000 1,000,000,000 Issued Subscribed and Paid-up Share Capital 4 1,312,212,400 894,712,400 894,712,400 Capital Reserves 5 774,507,925 - - Equity Portion of Sponsors Loan 49,724,864 62,718,864 74,193,743 Unappropriated Profit 797,968,074 620,873,150 509,236,346

2,934,413,263 1,578,304,414 1,478,142,489 Surplus on Revaluation of Fixed Assets 6 229,871,741 247,883,207 267,520,775 NON-CURRENT LIABILITIES Sponsors Loans -subordinated 7 244,264,194 224,095,591 205,592,285Long Term Loans 8 - 49,991,000 9,967,048 Liabilities Against Assets Subject to Finance Lease 9 - - 2,100,000 244,264,194 274,086,591 217,659,333 Deferred Liabilities 10 132,980,560 166,385,149 182,079,189 CURRENT LIABILITIES Trade and Other Payables 11 474,704,584 490,609,811 650,119,169 Finance Cost Payable 18,580,147 18,667,077 52,726,335 Short Term Borrowings 12 935,472,278 982,777,828 1,581,492,159 Current Portion of Long Term Liabilities 13 83,342,994 182,258,752 68,409,659 Provision for Taxation 89,069,663 65,479,730 239,992,047

1,601,169,665 1,739,793,198 2,592,739,369 Contingencies & Commitments 14 - - - 5,142,699,424 4,006,452,559 4,738,141,155

The annexed notes form an integral part of these financial statements.

BALANCE SHEET AS AT JUNE 30, 2017

CHIEF EXECUTIVE CHIEF FINANCIAL OFFICER DIRECTORDIRECTORDIRECTOR

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45ITTEFAQ IRON INDUSTRIES LIMITED (Formerly Ittefaq Sons Private Limited)

2017 2016 2015Notes RUPEES RUPEES RUPEES

Re-stated Re-stated

ASSETS

NON-CURRENT ASSETS

Property, Plant & Equipments 15 1,332,684,239 1,448,613,574 1,560,502,630

Capital W.I.P 2,834,248 2,563,303 16,365,331

Long-Term Security Deposits 19,103,526 19,409,026 19,489,626

CURRENT ASSETS

Stores, Spares & Loose Tools 137,202,627 168,060,611 211,867,078 Stock in Trade 16 1,434,987,235 1,152,565,252 1,431,920,516 Trade Debts 680,207,444 597,100,046 449,124,690 Advances, Deposits, Prepayments & Other Receivables 17 284,712,980 481,127,605 709,383,919 Taxes Refundable 18 140,157,092 131,696,292 323,451,846 Cash & Bank Balances 19 1,110,810,033 5,316,850 16,035,519

3,788,077,412 2,535,866,656 3,141,783,568

5,142,699,424 4,006,452,559 4,738,141,155

CHIEF EXECUTIVE CHIEF FINANCIAL OFFICER DIRECTORDIRECTORDIRECTOR

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46 ANNUAL REPORT 2017

Note 2017 2016 RUPEES RUPEES Re-stated

Sales-Net 20 4,442,102,678 3,917,451,919 Cost of Sales 21 (4,070,358,212) (3,561,943,062) Gross Profit 371,744,466 355,508,857 Distribution Cost 22 13,216,251 13,278,919 Administrative Expenses 23 38,973,373 34,934,359

(52,189,624) (48,213,278) Operating Profit 319,554,842 307,295,579 Other Income 24 5,318,825 5,209,310

324,873,667 312,504,889 Finance Cost 25 111,407,620 167,492,833 Workers Profit Participation Fund 10,673,302 7,250,603 Workers Welfare Fund 4,055,855 2,755,229

(126,136,777) (177,498,665) Profit Before taxation 198,736,890 135,006,224 Taxation 26 (57,875,622) (57,976,931) Profit After taxation 140,861,268 77,029,293

After Before IPO IPO

Earning Per Share 27 1.55 0.86 8.61 The annexed notes form an integral part of these financial statements.

PROFIT AND LOSS ACCOUNTFOR THE YEAR ENDED JUNE 30, 2017

CHIEF EXECUTIVE CHIEF FINANCIAL OFFICER DIRECTORDIRECTORDIRECTOR

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47ITTEFAQ IRON INDUSTRIES LIMITED (Formerly Ittefaq Sons Private Limited)

Note 2017 2016 RUPEES RUPEES Re-stated

Profit after taxation 140,861,268 77,029,293 Other Comprehensive Income/(Loss) Remeasurement of defined benefits plan 10.1.2 971,343 (2,360,518)Deferred tax on remeasurement of defined benefit plan (310,830) 755,366

660,513 (1,605,152)

Total Comprehensive Income 141,521,781 75,424,141 The annexed notes form an integral part of these financial statements.

STATEMENT OF COMPREHENSIVE INCOMEFOR THE YEAR ENDED JUNE 30, 2017

CHIEF EXECUTIVE CHIEF FINANCIAL OFFICER DIRECTORDIRECTORDIRECTOR

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48 ANNUAL REPORT 2017

Reserve Issued Equity Capital Revenue Total Total Subscibed and Portion of Reserves Equity paid up Sponsors Share Unappropriated Capital Loan Premium Profit

Rupees Balance as on June 30, 2015 894,712,400 - - 509,236,346 509,236,346 1,403,948,746 Equity Portion of Sponsors / Directors Loan - net of deferred tax - due to correction of error - 74,193,743 - - - 74,193,743 Balance as on June 30, 2015 - Restated 894,712,400 74,193,743 - 509,236,346 509,236,346 1,478,142,489 Total Comprehensive income for the year ended 30th June, 2016 - Restated - - - 75,424,141 75,424,141 75,424,141 Decrease in deferred Tax due to rate change - 1,107,369 - - - 1,107,369 Less: Unwinding of discount - net of deferred tax - (12,582,248) - 12,582,248 12,582,248 -

- (11,474,879) - - - 1,107,369 Incremental Depreciation transferred from Surplus on Rev. of fixed assets - - - 23,630,415 23,630,415 23,630,415 Balance as on June 30, 2016 - Restated 894,712,400 62,718,864 620,873,150 620,873,150 1,578,304,414 Total Comprehensive income for the year ended 30th June, 2017 - - - 141,521,781 141,521,781 141,521,781 Decrease in deferred Tax due to rate change - 922,336 - - - 922,336 Less: Unwinding of discount - (13,916,336) - 13,916,336 13,916,336 -

- (12,994,000) 922,336 Issuance of shares 417,500,000 - 843,350,000 - 843,350,000 1,260,850,000 Less: Shares issue cost - - 68,842,075 - 68,842,075 68,842,075 - - 774,507,925 - 774,507,925 1,192,007,925 Incremental Depreciation transferred from Surplus on Rev. of fixed assets - - - 21,656,807 21,656,807 21,656,807 Balance as on June 30, 2017 1,312,212,400 49,724,864 774,507,925 797,968,074 1,572,475,999 2,934,413,263 The annexed notes form an integral part of these financial statements.

STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED JUNE 30, 2017

CHIEF EXECUTIVE CHIEF FINANCIAL OFFICER DIRECTORDIRECTORDIRECTOR

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49ITTEFAQ IRON INDUSTRIES LIMITED (Formerly Ittefaq Sons Private Limited)

Note 2017 2016 RUPEES RUPEES Re-statedCASH FLOWS FROM OPERATING ACTIVITIES Profit Before Taxation 198,736,890 135,006,224 Adjustments for: Depreciation 120,560,023 131,858,178 Provision of Gratuity 5,650,570 5,672,395 Gain on Sale of Fixed Asset (1,767,684) - Finance Cost 111,407,620 167,492,833 Prior Year Adjustment (378,024) (3,792,241)

235,472,505 301,231,165 Profit Before Working Capital Changes 434,209,395 436,237,389

Working Capital Changes (INCREASE)/ DECREASE IN Stores, Spares & Loose Tools 30,857,984 43,806,467 Stock in Trade (282,421,983) 279,355,264 Trade Debts (83,107,398) (147,975,356) Advances, Deposits, Prepayments & Other Receivables 196,414,625 228,256,314

(138,256,772) 403,442,689 INCREASE/ (DECREASE) IN Trade and Other Payables (16,830,392) (159,509,358)

Cash Generated from Operations 279,122,231 680,170,720 Taxes Paid (73,995,671) (48,236,493) Finance Cost Paid (91,325,947) (183,048,785) Gratuity Paid (3,585,643) (6,576,331)

(167,289,620) (237,861,609)

Net Cash from Operating Activities 110,252,970 442,309,111 CASH FLOWS FROM INVESTING ACTIVITIES Fixed Assets Acquired (5,453,704) (19,969,122) Capital Work in Progress (270,945) 13,802,028 Proceeds from disposal of fixed asset 2,590,700 - Security Deposits 305,500 80,600 Net Cash used in Investing Activities (2,828,449) (6,086,494)

CASH FLOW STATEMENTFOR THE YEAR ENDED JUNE 30, 2017

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50 ANNUAL REPORT 2017

2017 2016 RUPEES RUPEES Re-statedCASH FLOWS FROM FINANCING ACTIVITIES Proceeds from isue of shares 1,192,007,925 - Long Term Loans (146,633,713) 160,000,000 Short Term Borrowings (47,305,550) (598,714,331) Liabilities Against Assets Subject to Finance Lease - (8,226,955)

Net Cash from / (used in) Financing Activities 998,068,662 (446,941,286) Net Increase / (Dcrease) in Cash and Cash Equivalents 1,105,493,183 (10,718,669) Cash & Cash Equivalents at the Beginning of the Year 5,316,850 16,035,519 Cash & Cash Equivalents at the End of the Year 1,110,810,033 5,316,850 The annexed notes form an integral part of these financial statements.

CHIEF EXECUTIVE CHIEF FINANCIAL OFFICER DIRECTORDIRECTORDIRECTOR

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51ITTEFAQ IRON INDUSTRIES LIMITED (Formerly Ittefaq Sons Private Limited)

NOTES TO THE ACCOUNTSFOR THE YEAR ENDED JUNE 30, 2017

1. LEGAL STATUS AND NATURE OF BUSINESS

1.1 Ittefaq Iron Industries Limited ( “ The Company”) (Formerly Ittefaq Sons (Private) Limited) was incorporated on February 20, 2004 and converted into public unquoted company on 05 January 2017. The company also changed its name from (Ittefaq Sons (Private) Limited) to (Ittefaq Iron Industries Limited) on 09 february 2017. The principal activity of the company is manufacturing of Iron Bars and Girders. The registered office of the company is situated at 40, B-II Gulberg III M. M. Alam Road, Lahore.

1.2 During the year the company has made an initial public offering (IPO) of Rs: 1,260,850,000/- through issuance of 41,750,000 ordinary shares of Rs: 10/- each at a price of Rs: 30.2/- per share including share premium of Rs: 20.2/- per share amounting to 843,350,000/-.On 03 July 2017 the Pakistan Stock Exchange approved the company’s application for formal listing and quotation of the shares. Out of total issue of 41.750 million ordinary shares 31.3125 million shares were subscribed through book building by High Net Worth Individuals (HNWI) and Institutional Investors, while the remaining 10.4375 million shares were subscribed by the general public and the shares have been duly allotted . Further the company also changed the par value of its shares from Rs: 100/-each to Rs: 10/- each.

2. BASIS OF PREPARATION

2.1 Statement of compliance

These financial statements have been prepared in accordance with approved accounting standards as applicable in Pakistan and the requirements of the companies ordinance 1984. Approved accounting standards comprise of such International Financial Reporting Standards (IFRS) issued by the International Accounting Standards Board as are notified under the Companies Ordinance, 1984. In case requirements differ, the provisions or directives of the Companies Ordinance, 1984 shall prevail.

During the year on 30 May 2017, the Companies Act, 2017 (the Act) was enacted which replaced and repealed the Companies Ordinance, 1984 (the repealed Ordinance). However, the Securities and Exchange Commission of Pakistan (SECP) through its Circular No. 17 of 2017 dated 20 July 2017 has advised that the Companies whose financial year closes on or before 30 June 2017 shall prepare their financial statements in accordance with the provisions of the repealed Companies Ordinance, 1984.

2.2 Basis of measurement

These accounts have been prepared under historical cost convention without any adjustments for the effects of inflation or current values.

Historical cost is generally based on the fair value of the consideration given in exchange for goods and services.

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date, regardless of whether that price is directly observable or estimated using another valuation technique. In estimating fair value of an asset or liability, the Company takes into the characteristics of the asset or liability if market participants would take those characteristics into account when pricing the asset or liability at the measurement date. Fair value for measurement and/or disclosure purposes in these financials statements is determined on such basis, except for share based-payment transactions that are within

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52 ANNUAL REPORT 2017

the scope of IFRS-2, leasing transactions that are within the scope of IFRS-16, and measurements that have some similarities to fair value but are not fair value, such as net realizable value in IAS-2 or value in use in IAS-36.

2.3 Functional & presentation currency These financial statements are presented in Pakistan Rupees which is also the

Company’s functional currency. All financial information presented in Pakistan Rupees are rounded to the nearest thousand.

2.4 Use of estimates & judgements The preparation of financial statements in conformity with approved accounting standards,

as applicable in Pakistan, requires management to make judgments, estimates and assumptions that affect the application of policies and the reported amounts of assets, liabilities, income and expenses. The estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstances, the results of which form the basis of making the judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates. The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods. Judgments made by the management in the application of approved accounting standards, as applicable in Pakistan, that have significant effect on the financial statements and estimates with significant risk of material judgment in the next year are set forth below.

a) EmployeeBenefits The cost of defined benefit retirement plan (gratuity) is determined using actuarial

valuations (projected unit credit method) performed by independent actuaries. The actuarial valuation involves making assumptions about discount rates, future salary increases, and mortality rates. All assumptions are reviewed at each reporting date.

b) Taxation The Company takes into account the current income tax law and decisions taken by

the taxation authorities. Instances where the Company’s views differ from the views taken by the income tax department at the assessment stage and where the Company considers that its view on items of material nature is in accordance with law, the amounts are shown as contingent liabilities. The Company also regularly reviews the trend of proportion of incomes between Presumptive Tax Regime income and Normal Tax Regime income and the change in proportions, if significant, is accounted for in the year of change.

c) Property, plant and equipment The Company reviews appropriateness of the rate of depreciation and useful life used in

the calculation of depreciation. Further, where applicable, an estimate of the recoverable amount of assets is made for possible impairment on an annual basis. In making these estimates, the Company uses the technical resources available with the Company. Any change in the estimates in the future might affect the carrying amount of respective

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53ITTEFAQ IRON INDUSTRIES LIMITED (Formerly Ittefaq Sons Private Limited)

item of property, plant and equipment, with corresponding effects on the depreciation charge and impairment.

Assumptions and estimates used in determining the depreciation rates, recoverable amount, residual values and useful lives of the property, plant and equipment-note 3.4 and 15.

d) Inventories

The Company reviews the net realizable value of stock in trade and stores and spare parts to assess any diminution in the respective carrying values. Net realizable value is estimated with reference to the estimated selling price in the ordinary course of business less the estimated cost necessary to make the sale.

Assumptions and estimates used in determining the estimated selling price and estimated cost and provision for slow moving stores and spares-note 3.8, 3.9, & 16 respectively

e) Directors / Sponsors Loan

The company has discounted loan using market related interest on loans with similar terms and conditions.

f) Impairment

The management of the Company reviews carrying amounts of its assets including receivables and advances and cash generating units for possible impairment and makes formal estimates of recoverable amount if there is any such indication.

2.5 INITIAL APPLICATION OF A STANDARD, AMENDMENT OR AN INTERPRETATION TO AN EXISTING STANDARD

2.5.1Amendmentstopublishedstandardsandinterpretationseffectivein2016:

The following amendments to published standards are mandatory for the financial year beginning January 1, 2016 and are relevant to the Company.

- IAS 27 (Amendment) ‘Separate financial statements’. The amendment allows entities to use the equity method to account for investments in subsidiaries, joint ventures and associates in their separate financial statements.The amendment does not have any impact on the Company’s financial statements.

- IFRS 7, ‘Financial instruments: Disclosures’. There are two amendments:

• Servicing contracts - If an entity transfers a financial asset to a third party under conditions which allow the transferor to derecognize the asset, IFRS 7 requires disclosure of all types of continuing involvement that the entity might still have in the transferred assets. The amendment provides guidance about what is meant by continuing involvement. The amendment is prospective with an option to apply retrospectively.

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54 ANNUAL REPORT 2017

• Interim financial statements - The amendment clarifies that the additional disclosure required by the amendments to IFRS 7, ‘Disclosure – Offsetting financial assets and financial liabilities’ is not specifically required for all interim periods, unless required by IAS 34. The amendment is retrospective.

These amendments only affects the disclosures in the Company’s financial

statements. - IAS 1, ’Presentation of Financial Statements’ (effective for annual periods beginning on

or after January 1, 2016). The amendments provide clarifications on a number of issues, including:

• Materiality – an entity should not aggregate or disaggregate information in a manner that

obscures useful information. Where items are material, sufficient information must be provided to explain the impact on the financial position or performance.

• Disaggregation and subtotals – line items specified in IAS 1 may need to be

disaggregated where this is relevant to an understanding of the entity’s financial position or performance. There is also new guidance on the use of subtotals.

• Notes – confirmation that the notes do not need to be presented in a particular order. • OCI arising from investments accounted for under the equity method – the share of

OCI arising from equity-accounted investments is grouped based on whether the items will or will not subsequently be reclassified to profit or loss. Each group should then be presented as a single line item in the statement of other comprehensive income.

- IAS 19 (Amendment), ‘Employee benefits’. The amendment clarifies that, when

determining the discount rate for post-employment benefit obligations, it is the currency that the liabilities are denominated in that is important, not the country where they arise. The assessment of whether there is a deep market in high-quality corporate bonds is based on corporate bonds in that currency, not corporate bonds in a particular country. Similarly, where there is no deep market in high-quality corporate bonds in that currency, government bonds in the relevant currency should be used. The amendment is retrospective but limited to the beginning of the earliest period presented. This amendment only affects the disclosures in the Company’s financial statements.

- IAS 34,’Interim financial reporting’. This amendment clarifies what is meant by the

reference in the standard to ‘information disclosed elsewhere in the interim financial report’. The amendment also amends IAS 34 to require a cross-reference from the interim financial statements to the location of that information. The amendment is retrospective. This amendment only affects the disclosures in the Company’s financial statements.

The other new standards, amendments to published standards and interpretations that

are mandatory for the financial year beginning on January 1, 2016 are considered not to be relevant or to have any significant effect on the Company’s financial reporting and operations.

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55ITTEFAQ IRON INDUSTRIES LIMITED (Formerly Ittefaq Sons Private Limited)

2.5.2 Standards, amendments to published standards and interpretations that are notyeteffectiveandhavenotbeenearlyadoptedbytheCompany:

The following new standards and amendments to published standards are not effective for the financial year beginning on July 1, 2016 and have not been early adopted by the Company

• IFRS-9 ‘Financial instruments’ (effective for periods beginning on or after January 1, 2018). This standard is yet to be notified by the SECP. This standard replaces the guidance in IAS 39. It includes requirements on the classification and measurement of financial assets and liabilities; it also includes an expected credit losses model that replaces the current incurred loss impairment model. It is unlikely that the standard will have any significant impact on the Company’s financial statements.

• IFRS 15, ‘Revenue from contracts with customers’ (effective for periods beginning on or after January 1, 2018). This standard is yet to be notified by the SECP. This standard deals with revenue recognition and establishes principles for reporting useful information to users of financial statements about the nature, amount, timing and uncertainty of revenue and cash flows arising from an entity’s contracts with customers. Revenue is recognised when a customer obtains control of a good or service and thus has the ability to direct the use and obtain the benefits from the good or service. The standard replaces IAS 18 ‘Revenue’ and IAS 11 ‘Construction contracts’ and related interpretations. The Company is yet to assess the full impact of the standard.

• IFRIC 22, ‘Foreign currency transactions and advance consideration’ (effective for periods beginning on or after January 1, 2018). This IFRIC addresses foreign currency transactions or parts of transactions where there is consideration that is denominated or priced in a foreign currency. The interpretation provides guidance for when a single payment/receipt is made as well as for situations where multiple payments/receipts are made. The guidance aims to reduce diversity in practice. It is unlikely that the interpretation will have any significant impact on the Company’s financial statements.

There are number of other standards, amendments and interpretations to the published standards that are not yet effective and are also not relevant to the Company and therefore, have not been presented here.

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

3.1 Surplus on Revaluation of Fixed Assets

The surplus arising on revaluation of fixed assets is credited to the “Surplus on revaluation of fixed assets” account which is shown below equity in the balance sheet in accordance with the requirements of section 235 of the Companies Ordinance, 1984. The said section was amended through the Companies (Amendment) Ordinance, 2002 and accordingly the Company has adopted the following accounting treatment of depreciation on revalued assets, keeping in view the Securities and Exchange Commission of Pakistan (SECP) SRO 45(1)/2003 dated January 13, 2003:

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- depreciation on assets which are revalued is determined with reference to the value assigned to such assets on revaluation and depreciation charge for the period is taken to the profit and loss account; and

- an amount equal to incremental depreciation for the period net of deferred taxation is

transferred from surplus on revaluation of fixed assets to unappropriated profit through statement of Changes in Equity to record realization of surplus to the extent of the incremental depreciation charge for the period.

3.2 EmployeeBenefits The Company operates an unfunded retirement gratuity scheme for those employees

who have completed specified period of service with the Company. Gratuity expense is accounted for on ‘accrual basis’.

3.3 Taxation a) Current Tax Provision for current taxation is based on taxable income for the year determined in

accordance with the prevailing law for taxation of income. The charge for current tax is calculated using prevailing tax rate expected to apply to the profit for the year if enacted. The charge for current tax also include adjustments, where considered necessary , to provision for tax made in previous years arising from assessments framed during the year for such years.

b) Deferred Tax Deferred income tax is provided using the balance sheet liability method for all temporary

differences at the balance sheet date between tax base of assets and liabilities and their carrying amounts for financial reporting purposes.

Deferred tax liability is recognized for all taxable temporary differences and deferred tax

assets are recognized for all deductible temporary differences, carry forward of unused tax credits and unused tax losses, if any, to the extent that it is probable that future taxable profit will be available against which the deductible temporary difference, carry-forward of unused tax credits and unused tax losses can be utilized.

The correction of error has been accounted for retrospectively in accordance with

the requirements of IAS 8, ‘Accounting Policies, Changes in Accounting Estimates and Errors’ and comparative figures have been restated. Further the management has presented three balance sheets in accordance with the requirements of IAS 1 “Presentation of financial statements”.

c) Prior Year This includes adjustments, where considered necessary, to existing provision for tax

made in previous years arising from assessments framed during the period for such years.

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57ITTEFAQ IRON INDUSTRIES LIMITED (Formerly Ittefaq Sons Private Limited)

d) Sales Tax And Federal Excise Duty

Revenues, expenses and assets are recognized net of amount of sales tax and federal excise duty except:

- Where amount incurred on a purchase of asset or service is not recoverable from the taxation authority, the tax / duty is recognized as part of the cost of acquisition of the asset or as part of the expense item, as applicable; and

- Receivables or payables that are stated with the amount of sales tax and federal excise duty included.

The net amount of sales tax and federal excise duty recoverable from, or payable to, the taxation authority is included as part of receivables or payables in the balance sheet.

3.4 Fixed Assets and Depreciation

These are stated at cost less accumulated depreciation and accumulated impairment losses, (if any), except freehold land which is stated at cost less accumulated impairment losses (if any). Cost comprises of historical cost, borrowing cost pertaining to the erection period and directly attributable costs of bringing the assets to working condition. These costs are transferred to specific assets as and when assets are available for use. Subsequent costs are included in the assets carrying amount or recognized as a separate asset, as appropriate, only when it is probable that future economics benefits associated with the item will flow to the Company and the cost of the item can be measured reliably. Cost incurred to replace a component of an item of property, plant and equipment is capitalized and the asset so replaced is derecognized. The cost of the day to day servicing of property, plant and equipment are recognized in profit or loss account.

Depreciation is charged to income applying the reducing balance method at the rates given in relevant notes to the financial statements to write off the cost of operating fixed assets over their expected useful life. Depreciation on additions is charged from the date when the asset is available for use and on deletions up to the date when the asset is deleted. An item of property, plant and equipment is derecognized upon disposal or when no future economic benefits are expected from its use or disposal. Any gain or loss on disposal or derecognition (calculated at the difference between the net disposal proceeds and carrying amount of the asset) is taken to profit and loss account.

Impairment test for property, plant and equipment is performed when there is an indication of impairment. At each period end, an assessment is made to determine whether there is any indication of impairment. If any such indications exist, an estimate of the asset’s recoverable amount is calculated being the higher of the fair value of the asset less cost to sell and the asset’s value in use. If the carrying amount of the asset exceeds its recoverable amount, the property, plant and equipment is impaired and an impairment loss is charged to the profit and loss account so as to reduce the carrying amount of property, plant and equipment to its recoverable amount. Fair value is determined as the amount that would be obtained from the sale of the asset in an arm’s length transaction between knowledgeable and willing parties. Value in use is determined as the present value of the estimated future cash flows expected to arise from the continued use of the property,plant and equipment

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in its present form and its eventual disposal. An impairment loss is recovered if there has been a change in the estimate used to determine the recoverable amount. An impairment loss is reversed only to the extent that the asset’s carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortization, if no impairment loss had been recognized.

3.5 Assets Subject to Finance Lease Leases where the company has substantially all the risks and rewards of ownership are

classified as finances leases. At inception, finance leases are capitalized at the lower of present value of minimum lease payments under the lease agreements and the fair value of the assets, less accumulated depreciation and impairment loss, if any.

The related rental obligations, net of finance costs, are included in liabilities against

assets subject to finance lease. The liabilities are classified as current and non-current depending upon the timing of the payment.

Each lease payment is allocated between the liability and finance costs so as to achieve

a constant rate on the balance outstanding. The interest element of the rental is charged to profit and loss account over the lease term.

Assets acquired under a finance lease are depreciated over the estimated useful life of

the assets on reducing balance method at the rates specified in schedule. Depreciation of leased assets is charged to profit and loss account.

Depreciation on additions is charged from the month the asset is available for use while

no depreciation is charged in the month in which the asset is disposed off. The finance cost is calculated at the interest rates implicit in the lease and are charged

to profit and loss account. 3.6 OperatingLease Rentals payable under operating leases are charged to profit or loss on a straight line

basis over the term of the relevant lease. 3.7 Capital Work-in-Progress Capital work-in-progress is stated at cost less identified impairment losses, if any. All

expenditure connected with specific assets incurred during installation and construction period are carried under capital workin-progress. These are transferred to specific assets as and when these are available for use. All cost or expenditure attributable to work-in-progress are capitalized and apportioned to buildings and plant and machinery at the time of commencement of commercial operations.

3.8 Stores, Spares and Loose Tools Store and spares are valued at moving average cost or net realizable value (NRV). Item

in transit is valued at cost comprising invoice value plus other charges paid thereon. 3.9 Stock In Trade Stock-in-trade is valued at lower of average cost and net realizable value except waste

which is valued at net realizable value determined on the basis of contract prices. Average cost and net realizable value are defined as under:

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59ITTEFAQ IRON INDUSTRIES LIMITED (Formerly Ittefaq Sons Private Limited)

Costisdeterminedasfollows:

- For Raw Materials Weighted average cost.

- For Work-in-Process & At weighted average manufacturing cost (Direct Labour, Finished Goods Material and Appropriate Manufacturig Overheads)

- Net Realizable Value Net realizable value is the estimated selling price in the ordinary course of business less the estimated costs of completion and the estimated costs necessary to make the sale.

3.10 Financialinstruments

3.10.1 Recognitionandderecognition

All the financial assets and financial liabilities are recognized at the time when the Company becomes a party to the contractual provisions of the instruments and are remeasured at fair value. Financial assets are derecognized when the Company looses control of the contractual rights that comprise the financial assets. Financial liabilities are derecognized when they are extinguished i.e. when the obligation specified in the contract is discharged, cancelled or expired. Any gain/loss on de-recognition and on remeasurement of such financial instruments is included in the profit/loss for the period in which it arises.

3.10.2 Financialassets

Significant financial assets include trade debts, advances and receivables, long term deposits and bank balances. Finances and receivables are stated at their nominal value as reduced by provision for doubtful finances and receivable, while other financial assets are stated at cost.

3.10.3 Financialliabilities

Financial liabilities are classified according to the substance of the contractual arrangements entered into. Significant financial liabilities include short and long term finances, lease finances, interest and mark up accrued and trade and other payables. Markup based financial liabilities are recorded at gross proceeds received. Other liabilities are stated at their nominal value.

3.11 OffSettingoffinancialassetsandfinancialliabilities

Financial assets and financial liabilities are offset and the net amount is reported in the balance sheet, when there is a legally enforceable right to set off the recognized amounts and the Company intends to either settle on net basis or to realize the asset and settle the liability simultaneously. Corresponding income on assets and charge on liability is also offset.

3.12 Revenue Recognition

Revenue is measured at fair value of the consideration received or receivable and represents amounts receivable for goods and services provided in the normal course of business.

- Sale of goods is recorded when significant risks and rewards of ownership are transferred to the customer;

- Interest and rental income are recognized on accrual basis. - Sale of scrap is recognized on actual realization basis.

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3.13 Foreign Currencies Foreign Currency transactions are converted into Pak Rupees using the rates prevailing

on the date of transaction while monetary assets & liabilities are converted into Pak Rupees using the rates of exchange prevailing at the balance sheet date. Exchange gains and losses on conversion are charged to income currently.

3.14 Provisions Provisions are recognized when the company has a present legal or constructive

obligation as a result of past events, if it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate of the amount can be made. Provisions are reviewed periodically and adjusted to reflect the current best estimate.

3.15 Borrowings and their Cost Borrowings are recognized initially at fair value less attributable transaction cost.

Subsequent to initial recognition, these are stated at amortized cost with any difference between cost and redemption value being recognized in the profit and loss / equity over the period of the borrowings on an effective interest basis.

Borrowings are recorded at the proceeds received. Borrowing costs are recognized as

an expense in the period in which these are incurred except to the extent of borrowing costs that are directly attributable to the acquisition, construction and commissioning of a qualifying asset. Such borrowing costs, if any , are capitalized as part of the cost of that asset.

3.16 Investments All investments are initially recognized at cost being the fair value of consideration

given. These investments are being measured at fair value, being their market value at balance

sheet date. The resulting gain or loss is included in profit or loss for the period. Whereas, cost is calculated on moving average basis.

Classification of investments is made based on the intended purpose of holding such

investments, which is as follows: 3.16.1 HeldforTradingSecurities These are investments securities, which are acquired principally for the purpose

of generating profit, from short-term fluctuations in price. 3.16.2 HeldtoMaturitySecurities These are investments securities with fixed or determinable payments and

fixed maturity and the company has the positive intent and ability to hold till maturity.

3.16.3 Availableforsalesecurities These are investments, which do not fall under the category of held for trading

or held to maturity.

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61ITTEFAQ IRON INDUSTRIES LIMITED (Formerly Ittefaq Sons Private Limited)

3.17 Trade Debts and Other Receivables

Trade debts are carried at original invoice amount less an estimate made for doubtful debts based on a review of all outstanding amounts at the year end. Bad debts are written off when identified.

3.18 Trade and Other Payables

Liabilities for trade and other amounts payable are carried at cost which is the fair value of the consideration to be paid in future for goods and services received. Whether or not billed to the Company. Provisions are recognized when the Company has a present legal or constructive obligations as results of past events , It is probable that an out flow of resources embodying economic benefits will be required to settle the obligation and reliable estimate of the amount can be made. Provisions are reviewed at each balance sheet date and adjusted to reflect the current best estimate.

3.19 Cash and Cash Equivalents

Cash and cash equivalents are carried in the balance sheet at cost. For the purpose of cash flow statement, cash and cash equivalents consist of cash in hand, cash in transit and balances with banks.

3.20 EarningsPerShare

The company presents basic and diluted earnings per share (EPS). Basic EPS is calculated by dividing the profit and loss attributable to ordinary shareholders of the company by the weighted average number of ordinary shares outstanding during the period. Diluted EPS is determined by using profit and loss attributable to ordinary shareholders and the weighted average number of ordinary shares outstanding, adjusted for the affects of all dilutive potential ordinary shares.

3.21 Transactions with Related Parties

Transactions with related parties are priced on arm’s length basis. Prices for these transactions are determined on the basis of comparable uncontrolled price method, which sets the price with reference to comparable goods and services sold in an economically comparable market to a buyer unrelated to the seller.

Sales, purchases and other transactions with related parties are carried out on commercial terms and conditions.

3.22 Contingent liabilities

A contingent liability is disclosed when the Company has a possible obligation as a result of past events, whose existence will be confirmed only by the occurrence or non-occurrence, of one or more uncertain future events not wholly within the control of the Company; or the Company has a present legal or constructive obligation that arises from past events, but it is not probable that an outflow of resources embodying economic benefits will be required to settle the obligation, or the amount of the obligation cannot be measured with sufficient reliability.

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62 ANNUAL REPORT 2017

3.23 Share Capital Ordinary shares are classified as equity instruments and recognized at their fair value.

Transaction costs of an equity transaction are accounted for as a deduction from equity to the extent they are incremental costs directly attributable to the equity transaction that otherwise would have been avoided. The costs of an equity transaction that is abandoned are recognized as an expense.

Transaction costs that relate jointly to more than one transaction such as costs of

a concurrent offering of shares and a stock exchange listing are allocated to those transactions using a basis of allocation that is rational and consistent with similar transactions.

3.24 Correction of error Treatment of director sponsor loan Previously the company stated director/ sponsor loan at cost .During the year the

company has rectified the error and the loan has been stated at present value and accordingly the comparative figures have been restated.

2016 2015 RUPEES RUPEES 3.25 Impact of Restatement

Present value adjustment 92,233,624 110,736,930 Deferred tax liability (29,514,760) (36,543,187)

Equity portion 62,718,864 74,193,743 Unwinding 18,503,306 - Deferred tax expense (5,921,058) - Finance cost 18,503,306 - WPPF and WWF (1,276,728) Profit before taxation (17,226,378) - Profit after taxation (11,305,320) EPS (1.26) - As a result of discounting, loan from directors / sponsor as at 30 June 2015 has

decreased by Rs. 110.736 million with a corresponding increase in equity portion of loan from sponsor shareholders by Rs. 74.193 million (net of deferred tax) . Subsequent unwinding has decreased profit before taxation (PBT) by Rs: 17.226 million (2016) and increase in finance cost of Rs: 18,503,306 resulting in consequent increase in present value of the loan in 2015-16 as presented above. This classification has resulted in decrease in basic or diluted earning per share of the Company for the year ended June 30, 2015-16.

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63ITTEFAQ IRON INDUSTRIES LIMITED (Formerly Ittefaq Sons Private Limited)

2017 2016 RUPEES RUPEES4. SHARE CAPITAL 4.1 Authorized Capital Ordinary shares (2017: 10,000,000) of Rs: 10/- each (2016: 10,000,000) of Rs 100/- each 3,000,000,000 1,000,000,000 During the year the company has increased authorized share capital from 10 million

ordinary shares of Rs: 100/- each to 300 million ordinary shares of Rs: 10/- each. 4.2 Issued Subscribed and Paid-up Capital Ordinary shares (2017: 8,000,000 of Rs: 10/-) (2016: 80,000,000 of Rs 100/-) each issued for consideration paid in cash. 800,000,000 800,000,000 Ordinary shares (2017: 9,471,240 of Rs: 10/-) (2016: 947,124 of Rs 100/-) each issued for consideration other than cash. 94,712,400 94,712,400 Ordinary shares of Rs 10/- (2017: 41,750,000) (2016: Nil) each fully paid in cash. 417,500,000 - 1,312,212,400 894,712,400 During the year the company has made an initial public offering (IPO) of Rs:

1,260,850,000/- through issuance of 41,750,000 ordinary shares of Rs: 10/- each at a price of Rs: 30.2/- per share including share premium of Rs: 20.2/- per share amounting to 843,350,000/-. Out of total issue of 41.750 million ordinary shares 31.3125 million shares were subscribed through book building by High Net Worth Individuals (HNWI) and Institutional Investors, while the remaining 10.4375 million shares were subscribed by the general public and the shares have been duly allotted . Further the company also changed the par value of its shares from Rs: 100/-each to Rs: 10/- each.

5. CAPITAL RESERVES Capital Reserves Share Premium 843,350,000 - Capital reserves represents premium of Rs: 20.2/- per share received on public issuance of

41,750,000 shares of Rs: 10/- each during the year. This reserve has been accounted for in accordance with section 83 of the companies ordinance ,1984. This reserve can be utilized by the Company only for the purpose specified in section 83(2) of the Companies Ordinance, 1984.

Movement in Capital reserves Opening Balance - - Add: Premium of Rs: 20.2/- per share of 41,750,000 shares. 843,350,000 - Less: Transaction Cost 68,842,075 -

Closing Balance 774,507,925 -

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64 ANNUAL REPORT 2017

2017 2016 RUPEES RUPEES6. SURPLUS ON REVALUATION OF FIXED ASSETS

Opening Balance 364,534,129 399,284,739

Less:Transferredtoequityinrespectof: Incremental depreciation on revalued Asset 21,656,807 23,630,415 Related deferred tax liability 9,729,870 11,120,195

31,386,677 34,750,610 Closing Balance - Gross 333,147,452 364,534,129 Less:RelatedDeferredtaxliability Related Deferred Tax Liability on Revaluation Surplus 116,650,922 131,763,964 Effect of change in tax rate (3,645,341) (3,992,847) Amount realized during the year on account of incremental depreciation (9,729,870) (11,120,195)

103,275,711 116,650,922 Closing Balance - Net 229,871,741 247,883,207

The company has complied with the requirements of SRO 45(I)2003 for the effect of incremental depreciation. The incremental depreciation charged on revalued assets, except land, during the years has been transferred to retained earnings / accumulated profit/(Loss) to record realization of surplus to the extent of incremental depreciation to comply with the amendment in section 235 of Companies Ordinance, 1984 further notification of Securities and Exchange Commission of Pakistan to clarify the treatment of surplus arising on revaluation of fixed assets.

2017 2016 2015 RUPEES RUPEES RUPEES Restated Restated

7. DIRECTORS / SPONSORS LOAN

Interest free loan 316,329,215 316,329,215 316,329,215 Present value adjustment (92,233,624) (110,736,930) (110,736,930) Unwinding of discount 20,168,603 18,503,306 - Present value of loan from sponsor shareholders 244,264,194 224,095,591 205,592,285

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65ITTEFAQ IRON INDUSTRIES LIMITED (Formerly Ittefaq Sons Private Limited)

This represents interest free and unsecured loan received from the directors / sponsor shareholders of the Company, which will be repaid through cash generated internally from operations. It has been recognized at present value cost using discount rate of 9% per annum. Un winding of discount has been recognized through profit and loss.

This interest free loan has been discounted using market related interest on loans with similar terms and conditions and the resulting credit has been transferred to equity in the current year. The adjustment has been made retrospectively in accordance with IAS-8 “Accounting Policies, Changes in Accounting Estimates and Errors “and comparative figures have been restated.

2017 2016RUPEES RUPEES

8. LONG TERM LOANS

Soneri Bank Limited - 9,967,048 Bank Islami 49,991,000 200,000,000

49,991,000 209,967,048 Less: Current Portion 49,991,000 159,976,048

- 49,991,000

Long term loans were obtained from various commercial banks. The loans are secured against mortgage of Land, Building, Plant & Machinery and the personal guarantees of all the directors of the company. Mark-up is charged at the rate ranging from 3-months to 6-months KIBOR plus 2.25% to 2.5% per annum. The loans will be expired on the dates ranging from 31 March, 2016 to 1 September, 2017.

9. LIABILITIES AGAINST ASSETS SUBJECT TO FINANCE LEASE

2017 2016 Payable within Payable Payable within Payable after

one year after one year one year one year but but less than less than five years five years

Total of Minimum lease payments - - 2,273,045 -

Less: Finance cost - - - -

Present value of Minimum lease payments - - 2,273,045 -

The rate of interest used as discounting factor ranging from 3 to 6 months KIBOR + 3 to 4 % per annum with floor of 12.5%. The taxes, repairs and insurance cost are borne by lessee. Lessee shall have no right to terminate the lease agreement and if lease agreement is terminated, the lessee shall pay entire amount of rentals for unexpired period of lease agreements. In all the above leases, the purchase option is available to the company which it intends to avail. This lease is secured against the ownership of leased asset in the name of bank and the Personal Guarantees of the Directors.

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2017 2016 2015 Note RUPEES RUPEES RUPEES Restated Restated

10. DEFERRED LIABILITIES

Staff Retirement Gratuity 10.1 23,294,506 20,258,236 18,801,654 Deferred Tax 10.2 109,686,054 146,126,913 163,277,535

132,980,560 166,385,149 182,079,189

10.1 Movement in the net liability recognized in the balance sheet is as follows:

Opening liability 20,258,236 18,801,654 18,121,669 Amount recognized during the year 10.1.1 5,650,570 5,672,395 5,715,132 Remeasurements chargeable in other comprehensive income 10.1.2 971,343 2,360,518 2,987,158 Benefits paid during the year (3,585,643) (6,576,331) (8,022,305)

Closing liability 23,294,506 20,258,236 18,801,654

10.1.1 Theamountrecognizedintheprofitandlossaccountisasfollows:

Current service cost 4,311,827 4,159,830 3,845,489 Interest cost 1,338,743 1,512,565 1,869,643 Expense chargeable to Profit and loss 5,650,570 5,672,395 5,715,132

10.1.2 TheamountrecognizedintheOtherComprehensiveIncomeisasfollows:

Actuarial (gain)/loss 4,210,141 (143,614) (102,628) Experience Adjustments (3,238,798) 2,504,132 3,089,786 Total remeasurements chargeable in other comprehensive income 971,343 2,360,518 2,987,158

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67ITTEFAQ IRON INDUSTRIES LIMITED (Formerly Ittefaq Sons Private Limited)

a) Changesinpresentvalueofdefinedbenefitobligations

2017 2016 2015 RUPEES RUPEES RUPEES

Restated RestatedPresentvalueofdefinedbenefitobligations 20,258,236 18,801,654 18,121,669

Current Service Cost 4,311,827 4,159,830 3,845,489 Interest Cost on defined benefit obligations 1,338,743 1,512,565 1,869,643 Benefits paid during the year (3,585,643) (6,576,331) (8,022,305)Actuarial Adjustment

Remeasurements:

Actuarial (gain)/losses from changes in financial assumptions 4,210,141 (143,614) (102,628)Experience adjustments (3,238,798) 2,504,132 3,089,786 Present value of defined benefit obligations 23,294,506 20,258,236 18,801,654

b) Principal actuarial assumptions

The principal actuarial assumptions used in the actuarial valuation of this scheme by applying projected unit credit method as on 30 June are as follows:

Discount rate used for interest cost 7.25% 9.75% 13.25%Discount rate used for year end obligation 7.75% 7.25% 9.75%

c) Expected rate of salary increase in future years

Salary Increase for year 2016 N/A N/A 8.75%Salary Increase for year 2017 6.75% 6.25% 8.75%Salary Increase for year 2018 6.75% 6.25% 8.75%Salary Increase for year 2019 6.75% 6.25% 8.75%Salary Increase for year 2020 6.75% 6.25% 8.75%Salary Increase for year 2021 6.75% 6.25% 8.75%Salary Increase for year 2022 onward 6.75% 6.25% 8.75%

Net salary is increased at 1-Jan-18 1-Jan-17 1-Jan-16

Expected mortality rate SLIC 2001-2005 SLIC 2001-2005 SLIC 2001-2005 Setback 1 Year Setback 1 Year Setback 1 Year

Withdrawal rates Age-Based Age-Based Age-Based Retirement assumption Age 60 Age 60 Age 60

Estimated expense to be charged to Profit and Loss in 2018 is Rs. 7,072,289.

Page 69: LOOKING BEYOND TOMORROW - ITTEFAQ STEEL Report... · 2017. 10. 19. · Hr & R Committee Khalida Pervaiz Chariman Sumbleen Usman Member Ayesha Fahad Member Chief Financial Officer

68 ANNUAL REPORT 2017

d) Yearandsensitivityanalysis(±100bps)ondefinedbenefitobligation

2017 2016 2015 RUPEES RUPEES RUPEES Restated Restated Discount rate + 100 bps 17,825,350 19,510,972 - Discount rate - 100 bps 20,553,777 21,116,021 - Salary increase + 100 bps 20,553,777 21,173,092 - Salary increase - 100 bps 17,803,393 19,444,233 - The average duration of defined obligation is 6 year. 10.2 TheDeferredTaxLiability/(Asset)comprisesofTemporarydifferencesrelatingto:

TaxableTemporaryDifferences Accelerated Tax Depreciation 181,686,704 193,261,748 207,842,263 Revaluation surplus 103,275,710 116,650,921 131,763,964 Finance Lease - 6,105,329 4,364,139 Euity portion of Directors / Sponsors Loan 22,340,156 29,514,760 36,543,187 Deductible Temporary Differences Minimum tax available for carry forward (112,027,536) (112,027,536) (127,607,809) Unused Tax Losses (78,367,683) (80,895,673) (83,423,663) Staff Retirement Benefits-Gratuity (7,221,297) (6,482,636) (6,204,546) 109,686,054 146,126,913 163,277,535

2017 2016 RUPEES RUPEES Restated11. TRADE AND OTHER PAYABLES Sundry Creditors 329,929,605 391,134,436 Advances from Customers 75,322,724 45,608,552 Accrued Expenses 46,882,797 22,550,108 Security Deposits Payable 2,081,664 775,669 Others Payables 6,683,802 6,800,607 Workers’ Profit Participation Fund 11.1 9,748,137 14,182,928 Workers’ Welfare Fund 4,055,855 9,557,511 474,704,584 490,609,811

Page 70: LOOKING BEYOND TOMORROW - ITTEFAQ STEEL Report... · 2017. 10. 19. · Hr & R Committee Khalida Pervaiz Chariman Sumbleen Usman Member Ayesha Fahad Member Chief Financial Officer

69ITTEFAQ IRON INDUSTRIES LIMITED (Formerly Ittefaq Sons Private Limited)

Note 2017 2016RUPEES RUPEES

Restated11.1 Workers’profitparticipationfund

Balance as at 01 July 14,182,928 6,932,325 Allocation for the year-Restated 10,673,302 7,250,603 Less: Amount adjusted / paid (15,108,093) -

Balance as at 30 June 9,748,137 14,182,928

12. SHORT TERM BORROWINGS-SECURED

Bank of Punjab Ltd. 349,626,412 346,429,968 National Bank of Pakistan Ltd. 585,845,866 391,649,984 MCB Bank Limited - 157,300,039 J-S Bank Ltd - 87,397,837

935,472,278 982,777,828

Short term borrowings were obtained from various commercial banks. The borrowings are secured against charge over Raw Material, Finished Goods, Imported Chemicals and the personal guarantees of all the directors of the company. Mark-up rate charged at the rate ranging from 3-months to 6-months KIBOR plus 2.25% to 3.0% per annum. These loan will expire within the period ranging from March 2016 to December 2017.

13. CURRENT PORTION OF LONG TERM LIABILITIES

Current Portion of Long Term Loans 13.1 83,342,994 179,985,707 Current Portion of Liabilities Against Assets Subject to Finance Lease - 2,273,045

83,342,994 182,258,752

13.1 This amount includes current portion of Long Term Loans pertaining to balance outstanding of Islamic bank in the prior year which is not paid fully during the year and the management acknowledged that its payments shall be cleared at the year end.

14. CONTINGENCIES AND COMMITMENTS

There were no known contingencies as at June 30, 2017 (2016: Nil). The commitments against Letter of Credits are Nil as at June 30, 2017 (2016: Nil).

Page 71: LOOKING BEYOND TOMORROW - ITTEFAQ STEEL Report... · 2017. 10. 19. · Hr & R Committee Khalida Pervaiz Chariman Sumbleen Usman Member Ayesha Fahad Member Chief Financial Officer

70 ANNUAL REPORT 2017

15.

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Page 72: LOOKING BEYOND TOMORROW - ITTEFAQ STEEL Report... · 2017. 10. 19. · Hr & R Committee Khalida Pervaiz Chariman Sumbleen Usman Member Ayesha Fahad Member Chief Financial Officer

71ITTEFAQ IRON INDUSTRIES LIMITED (Formerly Ittefaq Sons Private Limited)

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Page 73: LOOKING BEYOND TOMORROW - ITTEFAQ STEEL Report... · 2017. 10. 19. · Hr & R Committee Khalida Pervaiz Chariman Sumbleen Usman Member Ayesha Fahad Member Chief Financial Officer

72 ANNUAL REPORT 2017

2017 2016 RUPEES RUPEES16. STOCK IN TRADE Stock of Raw Material 1,217,043,796 401,083,174 Finished Goods 217,943,439 751,482,078 1,434,987,235 1,152,565,252 17. ADVANCES, DEPOSITS, PREPAYMENTS & OTHER RECEIVABLES Advance to : -Suppliers 44,890,737 44,196,010 -Office Staff 188,287 257,494 -Clearing Agent 2,079,885 2,208,904 -Staff for Expenses 10,336,832 7,377,611 Advances Against L/C 198,123,095 404,787,077 Security Deposits 22,571,058 17,277,423 Letter of Guarantee 6,523,086 5,023,086 284,712,980 481,127,605 18. TAXES REFUNDABLE Sales Tax Receivable 60,274,226 5,738,728 Advance Income Tax 79,882,866 125,957,564 140,157,092 131,696,292

19. CASH & BANK BALANCES Cash at Banks 1,107,423,357 2,130,594 Cash in Hand 3,386,676 3,186,256 1,110,810,033 5,316,850 20. SALES Export Sales - 4,604,425 Local Sales 4,544,932,426 4,061,274,782

Total Sales 4,544,932,426 4,065,879,207 Less : Sales Tax 102,829,748 148,427,288 4,442,102,678 3,917,451,919

Page 74: LOOKING BEYOND TOMORROW - ITTEFAQ STEEL Report... · 2017. 10. 19. · Hr & R Committee Khalida Pervaiz Chariman Sumbleen Usman Member Ayesha Fahad Member Chief Financial Officer

73ITTEFAQ IRON INDUSTRIES LIMITED (Formerly Ittefaq Sons Private Limited)

Note 2017 2016RUPEES RUPEES

21. COST OF SALES

Raw Material Consumed 21.1 3,161,197,826 2,424,127,179 Salaries, Wages & Benefits 21.2 80,582,966 134,398,623 Store Consumption 14,423,343 96,679,777 Fuel and Power 125,900,190 293,416,705 Repair & Maintenance 20,913,248 35,088,079 Freight Expenses 501,196 28,400,000 Vehicles Running Expenses 3,053,319 4,782,076 Insurance Charges 4,044,439 4,646,124 Traveling & Conveyance 115,955 404,420 Entertainment 386,027 356,756 Printing & Stationery 228,696 222,950 Rent, Rates & Taxes 283,500 105,300 Telephone Expense 213,958 297,471 Laboratory Expense 2,117,376 345,195 Misc. Expenses 8,325,511 16,333,717 Depreciation 114,532,022 125,265,269

3,536,819,573 3,164,869,641 Opening Stock 751,482,078 1,148,555,499 Closing Stock (217,943,439) (751,482,078)

4,070,358,212 3,561,943,062

21.1 Raw Material consumed

Opening Raw material stock 401,083,174 283,365,017 Add: Purchases during the year 3,977,158,448 2,541,845,336

4,378,241,622 2,825,210,353 Less: Consumption during the year 3,161,197,826 2,424,127,179

Closing stock 1,217,043,796 401,083,174

21.2 Includes Rs: 4,237,927/- (2016 :Rs.4,254,296/-) in respect of staff retirement benefits.

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74 ANNUAL REPORT 2017

Note 2017 2016 RUPEES RUPEES22. DISTRIBUTION COST Salaries, Wages and Benefits 2,161,090 529,170 Advertising Expenses 1,728,108 153,510 Packing Expenses 3,098,285 2,898,898 Loading/Unloading 772,351 1,025,466 Sample Test Expenses 64,750 101,600 Others 5,391,667 8,570,275 13,216,251 13,278,919 23. ADMINISTRATIVE EXPENSES Salaries, Wages and Benefits 23.1 22,750,761 19,439,022 Fee & Subscription 1,207,637 755,558 Legal & Professional Charges 391,275 231,535 Auditors’ Remuneration 23.2 900,000 600,000 Vehicle Running Expenses 3,132,712 3,136,315 Traveling & Conveyance 562,990 389,550 Printing & Stationery 174,854 686,347 Donation 324,000 324,000 Insurance Charges 657,278 638,743 Telephone & Postage Charges 848,522 452,294 Entertainment 87,635 93,727 Advertisement 41,180 82,080 Misc. Expenses 1,866,528 1,512,279 Depreciation 6,028,001 6,592,909 38,973,373 34,934,359 23.1 Includes Rs: 1,412,642/- (2016 :Rs. 1,418,099/-) in respect of staff retirement benefits

& Directors Remuneration of Rs. 8,708,536/- (2016: Rs.6,465,300). 23.2 Auditors’ Remuneration Audit Fee 800,000 600,000 Review report on code of corporate governance 100,000 - 900,000 600,000

24. OTHER INCOME Interest and Other Income 3,551,141 5,209,310 Gain on Disposal of Fixed Assets 1,767,684 - 5,318,825 5,209,310 25. FINANCE COST Finance Cost on Banks Borrowings 89,621,375 145,505,685 Finance Cost on Lease Liability - 657,637 Bank Charges 1,617,642 2,826,205 Unwinding Interest Cost 20,168,603 18,503,306

111,407,620 167,492,833

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75ITTEFAQ IRON INDUSTRIES LIMITED (Formerly Ittefaq Sons Private Limited)

2017 2016RUPEES RUPEES

26. TAXATION

Current For the Year 89,069,663 65,479,730 Prior Year 378,024 3,792,241

89,447,687 69,271,971 Deferred

Relating to origination and reversal of temporary differences (29,145,300) (7,580,549) Relating to rate change (2,426,765) (3,714,491)

(31,572,065) (11,295,040)

57,875,622 57,976,931

Tax Reconciliation

Reconciliation between the average effective tax rate and the applicable tax rate.

2017 2016RUPEES RUPEES

% Age

Applicable tax rate 31 32

Tax effect of amounts that are deductible for tax purposes (0.120) (0.110)Effect on opening deferred taxes of reduction in tax rate 0.123 0.035 Others (0.0019) (0.025)Average effective tax rate charged to profit and loss A/c in percentage (31.07) (32.00)

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27. Earnings Per Share 2017 2016 RUPEES RUPEES

Before IPO 27.1 Earning Per Share based on face value of Rs:10/andRs:100/-pershare Profit after taxation for the year attributable to ordinary shareholders 140,861,268 77,029,293 Weighted average number of ordinary shares outstanding during the year. 90,615,076 8,947,124 Earning Per Share (Rs./Share) 1.55 8.61 27.2 Earning Per Share based on face value ofRS:10/-pershare After IPO Profit after taxation for the year attributable to ordinary shareholders. 140,861,268 77,029,293 Weighted average number of ordinary shares outstanding during the year. 90,615,076 89,471,240 Earning Per Share (Rs./Share) 1.55 0.86 27.3 Diluted Earning Per Share There is no dilution effect on the basic earnings per share as the company has no such

commitments.

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77ITTEFAQ IRON INDUSTRIES LIMITED (Formerly Ittefaq Sons Private Limited)

28. REMUNERATION OF CHIEF EXECUTIVE AND OTHER EXECUTIVE OFFICERS

The aggregate amount charged in the accounts for the year for remuneration to the Chief Executive and other executive officers was as follows:

2017 2016

Chief Director Chief Director Executive Executive

Rs. Rs. Rs. Rs.

Managerial remuneration 3,747,988 4,960,548 3,532,650 2,932,650 Housing allowance - - - - Utilities and conveyance - - - - Medical - - - - Bonus - - - - Others - - - -

3,747,988 4,960,548 3,532,650 2,932,650 Number of persons

1 3 1 1

28.1 In addition Chief Executive and Directors are provided with company maintained car with reimbursement of certain expenses pertaining to business.

29. FINANCIAL INSTRUMENTS AND RELATED DISCLOSURES

The Company has exposure to the following risks from its use of financial instruments:

- Credit Risk - Liquidity Risk - Market Risk

The Company’s overall risk management policy focuses on the unpredictability of financial markets and seeks to minimize potential adverse effects on the Company’s financial performance.

29.1 Risk management framework

Risk management is carried out by the Company’s finance department under policies approved by the Board of Directors. The Company’s finance department evaluates and hedges financial risks. The Board provides principles for overall risk management, as well as policies covering specific areas such as currency risk, other price risk, interest rate risk, credit risk, liquidity risk, use of derivative financial instruments and non derivative financial instruments and investment of excess liquidity.

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78 ANNUAL REPORT 2017

Risk management systems are reviewed regularly by the executive management team to reflect changes in market conditions and the Company’s activities. The Company, through its training and management standards and procedures, aims to develop a disciplined and constructive control environment in which all employees understand their roles and obligations.

29.2 Credit risk Credit risk is the risk of financial loss to the company if a customer or counterparty to a

financial instrument fails to meet its contractual obligations, and arises principally from trades debts, advances and deposits, interest accrued, other receivables and margin on letter of guarantee. To manage credit risk, the Company maintains procedures covering the credit worthiness of debtors and monitoring of exposures .As part of these processes the financial viability of all counterparties is regularly monitored and assessed. Outstanding customer receivables are regularly monitored. Some customers are also secured, where possible, by way of cash security deposit.

a) Exposure to credit risk

The carrying amount of financial assets represents the maximum credit exposure. The maximum exposure to credit risk at the reporting date is as follows:

2017 2016 RUPEES RUPEES Trade Debtors 680,207,444 597,100,046 Deposits, Prepayments & Other Receivables 284,712,980 481,127,605 Bank Balances 1,110,810,033 5,316,850

2,075,730,457 1,083,544,501 Trade Debtors Majority of the Company’s sales are on advance basis and trade debts represents

receivable from various customers. Hence the management believes that no impairment allowance is necessary in respect of these trade debts.

Deposits, Prepayments & Other Receivables These mainly comprise of advances against L/C, security deposits, letter of guarantee

and partial payment of cost of documents and Sales Tax Recoverable.

Customer credit risk is managed subject to the Company’s established policies, procedures and controls relating to customer credit risk management. Based on past experience the management believes that no impairment allowance is necessary in respect of trade receivables as some receivables have been recovered subsequent to the year end and for other receivables there are reasonable grounds to believe that the amounts will be recovered in short course of time.

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79ITTEFAQ IRON INDUSTRIES LIMITED (Formerly Ittefaq Sons Private Limited)

b) Credit Quality of Financial Assets

The credit quality of financial assets that are neither past due nor impaired can be assessed by reference to external credit ratings agencies as follows:

Rating Agency Short-term Long-term

Banks

National Bank of Pakistan PACRA A1+ AAAThe Bank of Punjab PACRA A1+ AAAllied Bank Limited PACRA A1+ AA+Askari bank Limited PACRA A1+ AA+Bank Alfalah Limited PACRA A1+ AA+Faisal Bank Limited JCR-VIS A1+ AAHabib Bank Limited JCR-VIS A1+ AAAHabib Metropolitan Bank Limited PACRA A1+ AA+JS Bank Limited PACRA A1+ AA-Samba Bank Limited JCR-VIS A-1 AASilk Bank Limited JCR-VIS A-2 A-Soneri Bank Limited PACRA A1+ AA-Standard Chartered Bank Pakistan PACRA A1+ AAASummit Bank Limited JCR-VIS A-1 A-United Bank Limited JCR-VIS A-1+ AAABank Islamic Pakistan Limited PACRA A+ A+Dubai Islamic Bank Pakistan Limited JCR-VIS AA- AA-Meezan Bank Limited JCR-VIS AA AAMCB Islamic Bank Limited PACRA A A

Due to the Company’s long standing business relationships with these counterparties and after giving due consideration to their strong financial standing, management does not expect non performance by these counterparties on their obligations to the Company. Accordingly the credit risk is minimal.

29.3 Liquidity risk

Liquidity risk is the risk that the company will not be able to meet its financial obligations as they fall due. The company’s approach to managing liquidity is to ensure, as far as possible, that it will always have sufficient liquidity to meet its liabilities when due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the company’s reputation.

The company manages liquidity risk by maintaining sufficient cash. The company follows an effective cash management and planning policy to ensure availability of funds and to take appropriate measures for new requirements. Following are the contractual maturities of financial liabilities. The amounts disclosed in the table are undiscounted cash flows.

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80 ANNUAL REPORT 2017

- Contractual maturities of financial liabilities as at 30 June 2017

Carrying Contractual 6 month 6-12 1-2 Year More Than Amount Cash Flows or less month 2 Year RUPEES Non-derivativefinancialliabilities: Long Term Loan 83,342,994 83,342,994 41,671,497 41,671,497 - - Liabilities against Assets- - Subject to Finance Lease - - - - - - Trade and Other Payables 474,704,584 474,704,584 46,882,797 22,569,458 405,252,329 - Finance Cost Payable 18,580,146 18,580,146 18,580,146 - - - Short term borrowings 935,472,278 935,472,278 467,736,139 467,736,139 - - - Contractual maturities of financial liabilities as at 30 June 2016 Carrying Contractual 6 month 6-12 1-2 Year More Than Amount Cash Flows or less month 2 Year RUPEES Non-derivative financial liabilities: Long Term Loan 209,967,048 209,967,048 89,992,854 89,992,854 29,981,341 Liabilities against Assets- - - - 1,136,523 - - Subject to Finance Lease Trade and Other Payables 490,609,811 490,609,811 22,550,108 31,316,715 391,134,436 - Finance Cost Payable 18,667,077 18,667,077 18,667,077 - - - Short term borrowings 982,777,828 982,777,828 491,388,914 491,388,914 - - 1,702,021,764 1,702,021,764 622,598,953 613,835,006 421,115,777 - Fairvaluesoffinancialassetsandliabilities

The carrying values of all financial assets and liabilities reflected in financial statements approximate

their fair values. The following table provides an analysis of financial instruments that are measured subsequent to initial recognition at fair value, grouped in to levels 1 to 3 based on the degree to which fair value is observable:

Financial instruments by categories Loans and Available Total Loans and Available Total receivables for sale receivables for sale 2017 2016 Rupees

Assets as per balance sheet Trade Debtors 680,207,444 - 680,207,444 597,100,046 - 597,100,046 Deposits, Prepayments & Other Receivables 284,712,980 - 284,712,980 481,127,605 - 481,127,605 Bank Balances 1,110,810,033 - 1,110,810,033 5,316,850 - 5,316,850

2,075,730,457 - 2,075,730,457 1,083,544,501 - 1,083,544,501

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81ITTEFAQ IRON INDUSTRIES LIMITED (Formerly Ittefaq Sons Private Limited)

Financial Liabilities at Amortized Cost2017 2016

RUPEES RUPEESLiabilities as per balance sheet

Long Term Loan 83,342,994 209,967,048 Liabilities against Assets-Subject to Finance Lease - - Trade and Other Payables 474,704,584 490,609,811 Finance Cost Payable 18,580,146 18,667,077 Short term bank borrowings 935,472,278 982,777,828

1,512,100,002 1,702,021,764 Liquidity Risk Management

The company’s approach to managing liquidity is to ensure, as far as possible, that it will always have sufficient liquidity to meet its liabilities when due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the company’s reputation.

The company monitors cash flow requirements and produces cash flow projections for the short and long term. Typically, the company ensures that it has sufficient cash on demand to meet expected operational cash flows, including serving of financial obligations. This includes maintenance of balance sheet liquidity ratios, debtors and creditors concentration both in terms of overall funding mix and avoidance of undue reliance on large individual customer. Further, the company has the support of its sponsors in respect of any liquidity shortfalls.

29.4 Market risk

Market risk is the risk that changes in market prices such as foreign exchange rates, interest rates and equity prices will affect the company’s net profit or the fair value of its financial instruments. The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimizing return.

a) Currency risk

Currency risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in foreign exchange rates. Currency risk arises mainly from future commercial transactions or receivables and payables that exist due to transactions in foreign currencies.

The company is not exposed to currency risks.

b) Other price risk

Other price risk represents the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market prices (other than those arising from interest rate risk or currency risk), whether those changes are caused by factors specific to the individual financial instrument or its issuer, or factors affecting all similar financial instrument traded in the market. The Company is not exposed to commodity price risk.

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82 ANNUAL REPORT 2017

c) Interest rate risk This represents the risk that the fair value or future cash flows of a financial instrument

will fluctuate because of changes in market interest rates. The company is geared only to the extent of borrowings as mentioned in note # 08, 09 & 12. Financial instruments at variable rates expose the company to cash flow interest rate risk. Financial instruments at fixed rate expose the company to fair value interest rate risk.

The Company has no long-term interest-bearing assets. The Company’s interest rate risk arises from long term financing and short term borrowings.

At the balance sheet date the interest rate profile of the Company’s interest bearing financial instruments was:

2017 2016 RUPEES RUPEES Floating rate instruments Financial liabilities Long Term Loan 83,342,994 209,967,048 Liabilities against Assets Subject to Finance Lease - - Short Term Loan 935,472,278 982,777,828 Fairvaluesensitivityanalysisforfixedrateinstruments The Company does not account for any fixed rate financial assets and liabilities at fair

value through profit or loss. Therefore, a change in interest rate at the balance sheet date would not affect profit or loss of the Company.

Cashflowsensitivityanalysisforvariablerateinstruments The Company does not account for any variable rate financial assets and liabilities at

fair value through profit or loss. Therefore, a change in interest rate at the balance sheet date would not affect profit or loss of the Company.

The sensitivity analysis prepared is not necessarily indicative of the effects on profit for

the year and assets and liabilities of the Company.

30. CAPITAL RISK MANAGEMENT The company’s prime object when managing capital is to safeguard its ability to continue as

a going concern in order to provide adequate returns for shareholders and benefits for other stakeholders and to maintain an optimal capital structure to reduce the cost of capital.

In order to maintain or adjust the capital structure, the company may adjust the amount of dividends paid to shareholders, issue new shares or sell assets to reduce debt.

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83ITTEFAQ IRON INDUSTRIES LIMITED (Formerly Ittefaq Sons Private Limited)

Consistent with others in the industry, the company monitors capital on the basis of the gearing ratio. The ratio is calculated as net debt divided by total capital. Net debt is calculated as total borrowings less cash and bank balances. Total capital is calculated as equity as shown in the balance sheet plus net debt.

Capital risk management

The Company’s objective when managing capital is to safeguard the Company’s ability to remain as a going concern and continue to provide returns for shareholders and benefits for other stakeholders and to maintain an optimal capital structure to reduce the cost of capital. The Company is currently financing majority of its operations through long-term and short-term financing in addition to its equity. The Company has a positive gearing ratio of 69.6% (2016: 98.7%) as of the balance sheet date.

31. TRANSACION WITH RELATED PARTIES

Related parties of the Company comprises Associates directors and key management personnel. Transactions and balances if any ,with related parties are disclosed in respective notes to the accounts.

2017 2016RUPEES RUPEES

32. PLANT CAPACITY AND ACTUAL PRODUCTION

Plant Capacity-Actual (M.Tons) 120,000 120,000

Capacity Utilization (M.Tons) 53,323 52,879

Capacity Utilization (Percentage) 44.44 44.06

32.1 Low production during the period is due to power and gas shutdowns.

33. GENERAL

33.1 Corresponding Figures

Previous year’s figures have been rearranged and reclassified wherever necessary for the purposes of comparison and for better presentation. However, there is no material rearrangement to report.

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84 ANNUAL REPORT 2017

33.2 Functional and Presentation Currency a) The financial statements are prepared in Pakistani Rupee, which is the Company’s

functional and presentation currency. b) Figures have been rounded off to the nearest rupees. 33.3 Number of employees at the end of year and average were 182 and 188 (2016: 202

and 250) respectively. 34. DATE OF AUTHORIZATION FOR ISSUE These financial statements have been approved by the Board of Directors of the Company

and authorized for issue on October 05, 2017. 35. SUBSEQUENT EVENTS AFTER BALANCE SHEET DATE Ittefaq Iron Industries Limited (“The Company”) (Formerly Ittefaq Sons Private Limited) has

been listed on Pakistan Stock Exchange on 3 July 2017.

CHIEF EXECUTIVE CHIEF FINANCIAL OFFICER DIRECTORDIRECTORDIRECTOR

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85ITTEFAQ IRON INDUSTRIES LIMITED (Formerly Ittefaq Sons Private Limited)

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87ITTEFAQ IRON INDUSTRIES LIMITED (Formerly Ittefaq Sons Private Limited)

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89ITTEFAQ IRON INDUSTRIES LIMITED (Formerly Ittefaq Sons Private Limited)

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91ITTEFAQ IRON INDUSTRIES LIMITED (Formerly Ittefaq Sons Private Limited)

Form of Proxy / E-VotingIttefaq Iron Industries Limited

40-B-II, Gulberg-III, Lahore. Tel: 042-35765021-26 Fax: 042-35759546

Option 1Appointing other person as ProxyI/We _______________________________________ of __________________________________, being member(s) of Ittefaq Iron Industries Limited, holder of _________ Ordinary Share(s) as per Registered Folio/CDC Account No. _______ hereby appoint Mr. ___________________________________ Folio / CDC Account No. _______________ (if member) of _______________________ or failing him, Mr. ___________________________ Folio / CDC Account No. _______________ (if member) of ______________, as my / our Proxy in my / our absence to attend and vote for me / us, and on my / our

behalf at the 12th Annual General Meeting of the Company to be held on October 28, 2017 and at any adjournment thereof.

Signed under my / our hand(s) this _________ day of ________ 2017.

Option 2

E-voting as per the Companies (E-Voting) Regulations, 2017I/We _______________________________________ of __________________________________, being member(s) of Ittefaq Iron Industries Limited, holder of ______________ Ordinary Share(s) as per Registered Folio/CDC Account No. _____________ hereby opt for e-voting through intermediary and hereby consent the appointment of Execution Officer ____________________________ as Proxy and will exercise e-voting as per the Companies (e-voting) Regulations, 2016 and hereby demand for poll for resolutions.My secured email address is ____________________________________ . Please send login details, password and electronic signature through email.

Signature of Proxy Signature of Member (Signatures should agree with specimen signature registered with the Company)Signedinthepresenceof:

Signature of witnesses _______________________________ Signature of witnesses _______________________________Name : _____________________________________________ Name : _____________________________________________Address: ____________________________________________ Address: ________________________________________________________________________________________________ ____________________________________________________CNIC No. ___________________________________________ CNIC No. ___________________________________________

NOTESFORAPPOINTINGPROXY:This instrument appointing a proxy under option 1 shall be in writing under the hand of the appointer or his attorney duly authorized in writing, or if the appointer is a corporation either under the common seal or under the hand of an official or attorney so authorized.The instrument appointing a proxy under option 1 and the power of attorney or other authority (if any), under which it is signed or a notarially certified copy of that power of authority, shall be deposited at the office of the Company not less than 48 (forty eight) hours before the time for holding the meeting at which the person named in the instrument proposes to vote, and in default the instrument of a proxy shall not be treated as valid.The instrument of e-voting under option 2 shall be deposited in advance in writing at least ten days before holding of general meeting at the registered office of the company at 40-B-II, Gulberg-III, Lahore or through e-mail: [email protected] Company will arrange for e-voting if the company receives demand for poll from atleast five members or by any member or members having not less than one tenth of the voting power.

FORM FOR VIDEO CONFERENCE FACILITYI/We _______________________________________________ of _________________________________________, being meember(s) of Ittefaq Iron Industries Limited, holder of ______________ Share(s) as per Registered Folio/CDC Account No. _____________ hereby opt for video conference facility at _____________________________________.

______________________ Signature of member(s)

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92 ANNUAL REPORT 2017

The Company Secretary

ITTEFAQ IRON INDUSTRIES LIMITED40-B-II, Gulberg-III, LahoreTel: 042-35765021-26

AFFIX

CORRECT

POSTAGE

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93ITTEFAQ IRON INDUSTRIES LIMITED (Formerly Ittefaq Sons Private Limited)

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94 ANNUAL REPORT 2017

The Company Secretary

ITTEFAQ IRON INDUSTRIES LIMITED40-B-II, Gulberg-III, LahoreTel: 042-35765021-26

AFFIX

CORRECT

POSTAGE

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Head Office: Head Office: 40-B II Gulberg III, Lahore (Pakistan).

Phone: [email protected]