IBL Annual Report 2023

Download as pdf or txt
Download as pdf or txt
You are on page 1of 108

HEALTHCARE

Better
Execution
Greater
Success
Annual Report 2023
TABLE OF CONTENT
02 Vision & Mission

03 IBL Values

05 Company Information

06 Notice of Annual General Meeting

14 Business Divisions

23 Chairman’s Review Report

25 Directors’ Report

35 Directors’ Report (Urdu)

38 Operating and Financial Highlights

40 Pattern of Shareholding

50 Statement of Compliance With Listed

Companies (Code of Corporate

Governance) Regulations, 2019

56 Review Report to the Members on

Statement of Compliance with the

Code of Corporate Governance

57 Auditors’ Report to the Members

64 Financial Statements
VISION
To become the leading healthcare products and
service providers of Pakistan.

MISSION
We are committed to contribute in the betterment
of society by providing a versatile range of
healthcare and nutritional products. We aim to
grow by relentlessly providing better products
and services to our customers, better returns to
our stakeholders and a better quality of life to
the employees.
VALUES

PASSION PARTNERSHIP
• Source of energy in the workplace • Collaborates selflessly
• Demonstrate entrepreneurial drive • Behaves respectfully
• Shows grit • Seeks to create value for IBL Group,
its partners and society

EXCELLENCE INTEGRITY
• Takes ownership of current role • Creates transparency
• Deliver quality work • Acts fairly and honestly
• Strives for continuous improvement
COMPANY INFORMATION
Board Of Directors Bankers
Ms. Ameena Saiyid Chairperson Habib Bank Limited
Mr. Munis Abdullah Director National Bank Of Pakistan
Mr. S. Nadeem Ahmed Director Summit Bank Limited
Mr. Mufti Zia Ul Islam Chief Executive Officer Soneri Bank Limited
Mr. Zubair Palwala Director Habib Metropolitan Bank Limited
Mr. Mobeen Alam Director Al-Baraka Bank (Pakistan) Limited
Mr. Shuja Malik Director Dubai Islamic Bank Pakistan Limited
Meezan Bank Limited
Audit Committee
Mr. Shuja Malik Chairman Registered Office
Mr. Zubair Palwala Member 2nd Floor, One IBL Centre,
Ms. Ameena Saiyid Member Block 7&8, Dmchs
Tipu Sultan Road,
Human Resource & Off: Shahrah-e-faisal, Karachi
Remuneration Committee
Mr. Shuja Malik Chairman Share Registrar
Mr. S. Nadeem Ahmed Member Central Depository Company
Ms. Ameena Saiyid Member of Pakistan Limited
CDC House, 99-b, Block-b, Smchs
Chief Financial Officer Shahrah-e-faisal, Karachi – 74400
Mr. Hammad Bin Kafeel

Company Secretary
Mr. Hussain Murtaza

Auditors
A.F. Ferguson & Co., Chartered
Accountants

Internal Auditors
Grant Thornton Anjum Rahman

Legal Advisor
Mohsin Tayabaly & Co.
NOTICE OF
ANNUAL GENERAL MEETING
Notice is hereby given that the 26th annual general meeting of the shareholders of IBL HealthCare Limited will be
held on Friday, October 27, 2023, at 03:30 p.m. through video link facility, to transact the following business:

ORDINARY BUSINESS

1. To confirm the minutes of extraordinary general meeting held on June 08, 2023.

2. To receive, consider and adopt the audited financial statements of the company for the year ended June 30,
2023, together with the directors’ and independent auditors’ reports thereon.

In accordance with Section 223 of the Companies Act, 2017, and pursuant to S.R.O. 389(I)/2023 dated March
21, 2023, the financial statements of the Company have been uploaded on the website of the Company which
can be downloaded from the following weblink and QR enabled code:


https://www.iblhc.com/assets/documents/investorrelations/55/




3. To appoint auditors for the financial year ending June 30, 2024, and to fix their remuneration. The present
auditors, A.F. Ferguson & Co., Chartered Accountants, have retired and being eligible, have offered themselves
for re-appointment. The Board of Directors has recommended their re-appointment.

SPECIAL BUSINESS

4. To approve the issue of bonus shares in the ratio of twenty shares for every hundred shares held i.e. 20% as
recommended by the Board of Directors and, if thought appropriate, to pass with or without modification(s) the
following resolution as ordinary resolution.

RESOLVED that a sum of Rs.142,791,276/- out of the un-appropriated profits of the Company be capitalized
and applied towards the issue of 14,279,127.60 ordinary shares of Rs.10/- each and allotted as fully paid bonus
shares to the members who are registered in the books of the Company as at the close of business on October
20, 2023, in the proportion of twenty shares for every hundred ordinary shares held and that such new shares
shall rank Pari-Passu with the existing ordinary shares.

FURTHER RESOLVED that in the event of any member becoming entitled to a fraction of a share, if any, the
Directors be and are hereby authorized to consolidate all such fractions and sell the shares so constituted on
the Stock Market and to pay the proceeds of the sale when realized to a recognized charitable institution as may
be selected by the Directors of the Company.

FURTHER RESOLVED that the Company Secretary be and is hereby authorized to take all necessary actions
on behalf of the Company for allotment and distribution of the said bonus shares as he thinks fit.

5. To ratify and approve transactions conducted with related parties for the year ended June 30, 2023, by passing
the following special resolution with or without modification:

6
RESOLVED THAT the transactions conducted with related parties as disclosed in the note 32 of the financial
statements for the year ended June 30, 2023, and specified in the Statement of Material Information under
section 134(3) be and are hereby ratified, approved and confirmed.

6. To authorize the Board of Directors of the Company to approve transactions with related parties for the financial
year ending June 30, 2024, by passing the following special resolution with or without modification:

RESOLVED THAT the Board of Directors of the Company be and is hereby authorized to approve the transactions
to be conducted with Related Parties on case-to-case basis for the period up to the conclusion of next AGM.

RESOLVED FURTHER that these transactions by the Board shall be deemed to have been approved by the
shareholders and shall be placed before the shareholders in the next Annual General Meeting for their formal
ratification/approval.

OTHER BUSINESS

7. To transact any other business of the Company with the permission of the Chair.

Attached to this notice is a statement of Material Facts covering the above-mentioned Special Business, as
required under section 134(3) of the Companies Act, 2017.

By the order of the board

Hussain Murtaza
October 06, 2023, Company Secretary

Annual Report 2023 7


NOTES:

A. Book closure:

i. The share transfer books will remain closed from October 21, 2023, to October 27, 2023 (both days
inclusive) for entitlement of 20% bonus shares. Transfers in good order, received at the office of
Company’s Share Registrar, Central Depository Company of Pakistan Limited, CDC House, 99 – B, Block
‘B’, S.M.C.H.S., Shahrah-e-Faisal, Karachi-74400 by close of the business on October 20, 2023, will be
treated in time for the purpose of attending the annual general meeting and entitlement of bonus shares.

B. Participation in General Meeting through Video Link Facility:

The Company intends to convene the Annual General Meeting (AGM) through video link facility managed
from the 3rd Floor, One IBL Center, Plot No. 1, Block 7 & 8, Tipu Sultan Road, Off Shahrah-e-Faisal,
Karachi for the safety and well-being of all its stakeholders. Meeting through video link facility is being
held in line with Company’s austerity cum safety measures in the wake of the current macroeconomic
situation and the outbreak of conjunctivitis epidemic in Karachi. For the foregoing reasons, the Company
plans to convene the AGM electronically which, without compromising the safety and well-being of its
stakeholders, shall allow accommodation of a large number of members across the country. Needless to
mention that Corona SOPs are largely irrelevant in the given circumstances and their observance cannot
alleviate the above concerns of the Company.

Shareholders interested in attending the AGM through video link facility are hereby advised to get
themselves registered with the Company by providing the following information through email
hussain.murtaza@iblhc.com earliest but not later than 48 hours before the time of the AGM i.e., before
3:30 p.m. on October 25, 2023.

Name of CNIC No. Folio No./CDC No. of shares Cell No. Email address
Shareholder Account No.

Online meeting link and login credentials will be shared with only those members who provide their intent
to attend the meeting containing all the required particulars as mentioned above on or before October 25,
2023, by 3:30 p.m.

All members are entitled to attend, speak and vote at the annual general meeting. A member may appoint
a proxy to attend, speak and vote on his/her behalf. The proxy need not be a member of the Company.
Proxies in order to be effective must be received by the Company’s Registered Office: 2nd Floor, One IBL
Center, Plot No. 1, Block 7 & 8, Tipu Sultan Road, Off Shahrah-e-Faisal, Karachi-75530 not less than 48
hours before the meeting.

An individual beneficial owner of the shares must bring his/her original CNIC or Passport, Account and
Participant’s ID numbers to prove his / her identity. In case of corporate entity, the Board of Directors’
Resolution and/or Power of Attorney with specimen signature of the nominee shall be submitted (unless
it has been provided earlier) along with proxy form to the Company.

C. Request for Video conference facility:

In term of SECP’s Circular No. 10 of 2014 dated May 21, 2014 read with the provisions contained under
section 134(1)(b) of the Act, if the Company receives request /demand from members holding in aggregate
10% or more shareholding residing at a 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, subject to availability of such facility in that city.

8
I/We, _______________________________________ of _______________________ being a member of the
IBL HealthCare Limited, holder of ______ordinary shares as per registered folio # ____________ hereby opt
for video conference facility at

____________________
Signature of Member (s)

The company will intimate members regarding venue of video conference facility at least five days before the
date of annual general meeting along with the complete information necessary to enable them to access the
facility.

D. Electronic transmission of financial statements & notice of annual general meeting

Members who desire to receive financial statements & notice of annual general meeting through email are
requested to send their consent on Standard Request Form available on company’s website www.iblhc.com
in order to avail the facility. The financial statements & notice of annual general meeting are also available on
company’s website.

E. Postal Ballot/E-Voting

In accordance with the Companies (Postal Ballot) Regulations 2018, for the purpose of approval of any agenda
item, members will be allowed to exercise their vote through postal ballot i-e, by post or e-voting, in the manner
and subject to conditions contained in aforementioned regulations.

F. Deposit of Physical Shares in CDC Account

As per section 72 of the Companies Act, 2017 every listed company is required to replace its physical shares
with book-entry form. Therefore, the shareholders having physical shares are requested to convert the shares
into book entry.

G. Change of address

Members are requested to notify changes in their address, if any, immediately to the Company’s Share Registrar,
CDC Share Registrar Services Limited, CDC House, 99 – B, Block ‘B’, S.M.C.H.S., Main Shahrae-Faisal,
Karachi-74400.

STATEMENT OF MATERIAL FACTS UNDER SECTION 134 (3) OF THE COMPANIES ACT, 2017

1. Item number 4 of the notice – approval of bonus shares

The Directors of the Company are of the view that the Company’s financial position justifies issuance of bonus
shares in the ratio of twenty shares for every hundred shares held. The Directors are interested in the business
to the extent of the entitlement of bonus shares as shareholders.

Annual Report 2023 9


2. Item number 5 of the notice – Ratification and approval of the related party transactions

Transactions conducted with all related parties have to be approved by the Board of Directors duly
recommended by the Audit Committee on quarterly basis pursuant to clause 15 of the Listed Companies
(Code of Corporate Governance) Regulations, 2019. However, during the year since majority of the
Company’s Directors were interested in certain transactions due to their common directorships in the
group companies. These transactions are being placed for the approval by shareholders in the Annual
General Meeting. All transactions with related parties to be ratified have been disclosed in the note 32
to the financial statements for the year ended June 30, 2023. Party-wise details of such related party
transactions are given below:

Name of Related Party Transaction Type PKR in ‘000


Corporate service charges 21,000
International Brands (Private) Limited Dividend paid 208
SAP maintenance fee 1,139
Dividend paid 46,810
Purchase of goods 473,611
Reimbursement of expenses 46,915
The Searle Company Limited
Utilities 4,015
Rent expense 3,974
Sale of goods 2,428
Sale of goods 1,859,215
IBL Operations (Private) Limited
Shared costs 11,200
United Brands Limited Sales of goods 52,443
Sale of goods 200
Searle Pakistan Limited
Purchase of goods 28,418
Searle Biosciences (Private) Limited Purchase of goods 1,403
IBL Logistics (Private) Limited Cartage and freight charges 23,313
Rental Income 1,161
United Retail (Private) Limited Other Income 1,603
Sale of goods 41
Universal Retails (Private) Limited Rental income 1,265
Employees’ Provident Fund Contribution Paid 3,564
Salaries and other benefits 73,938
Key management personnel Directors’ fee and conveyance 2,765
Sale of goods 66

10
The Company carries out transactions with its related parties on an arm’s length basis as per the approved
policy with respect to ‘transactions with related parties’ in the normal course of business. All transactions
entered into with related parties require the approval of the Board Audit Committee of the Company, which
is chaired by an independent director of the company. Upon the recommendation of the Board Audit
Committee, such transactions are placed before the Board of Directors for approval.

Transactions entered into with the related parties include, but are not limited to, sale of goods, rental
income, shared cost, dividends paid, (in accordance with the approval of shareholders and board where
applicable) and salaries and other benefits paid to the key management personnel.

The nature of relationship with these related parties has also been indicated in the note 32 to the financial
statements for the year ended June 30, 2023. The Directors are interested in the resolution only to the
extent of their common directorships in such related parties.

3. Item number 6 – Authorization for the Board of Directors to approve the related party transactions
during the year ending June 30, 2024

The Company shall be conducting transactions with its related parties during the year ending June 30,
2024, on an arm’s length basis as per the approved policy with respect to ‘transactions with related
parties’ in the normal course of business. The majority of Directors are interested in these transactions
due to their common directorship in the holding / associated companies. In order to promote transparent
business practices, the shareholders desire to authorize the Board of Directors to approve transactions
with the related parties from time-to-time on case to case basis for the period up to the conclusion of next
AGM, which transactions shall be deemed to be approved by the Shareholders. The nature and scope
of such related party transactions is explained above. These transactions shall be placed before the
shareholders in the next AGM for their formal approval/ratification.

The Directors are interested in the resolution only to the extent of their common directorships in such
related parties.

Annual Report 2023 11


Nutrition Paeds
Nutrition

Health And Wellness

Ophthalmic

Medical Disposables

Pharmaceutical

14
Infant Medical Baby Lifestyle
Speciality
Formula Nutrition Cereals Nutrition

Consumer Health Hygiene and Safety

Vision Care Pharma

Renal Critical Care Medical Blood IV


Care & Anesthesia Gloves Transfusion Administration

General Uro-
Gastroenterology Anesthesia Urology
Medicine Gynecology

Annual Report 2023 15


Nutrition

16
Pharmaceutical

Ophthalmic

Annual Report 2023 17


Health And Wellness

18
Medical Disposables

Annual Report 2023 19


Nutrition Adult
CHAIRMAN’S
REVIEW REPORT
The Board of Directors (the “Board”) of IBL HealthCare Limited (the “Company”)
is committed to operating with highest standards of Corporate Governance
and best practices as set out in the Companies Act, 2017 and the Listed
Companies (Code of Corporate Governance) Regulations, 2019. As required
under the Code of Corporate Governance, an annual evaluation of the Board
of the Company was carried out for the financial year ended June 30, 2023. The
purpose of this evaluation is to ensure that the Board’s overall performance
and effectiveness is measured and benchmarked against expectations in the
context of objectives set for the Company.

For the purpose of Board evaluation, a comprehensive criteria have been developed. I am pleased to report that
the overall performance of the Board measured on the basis of approved criteria was satisfactory. The overall
assessment is based on an evaluation of the following components, which have a direct bearing on the Board’s role
in achievement of Company’s objectives:

Vision, mission and values: The Board members are familiar with the vision, mission and values presently set for
the Company and support them. The Board revisits the same from time to time keeping in view the business need.

Strategic planning: The Board has a clear understanding of the stakeholders to whom the Company serves. The
Board sets the organization’s long-term goals and also the annual goals and targets for the management in all major
areas of performance.

Diligence: The Board members diligently performed their duties and thoroughly reviewed, discussed and approved
business strategies, plans, budgets and financial statements. The Board met frequently to adequately discharge its
responsibilities.

Monitoring: The Board continuously monitored the business of the Company such as objectives, goals, and
financial performance through regular presentations by the management, and internal and external auditors. The
Board provides appropriate directions on a timely basis.

Diversity: The Board constitutes a mix of independent and non-executive directors. The non-executive directors
and independent director are fully involved in all key matters and Board decisions.

Governance: The Board has put in place an effective, transparent and robust system of governance, This is
achieved by setting up an effective control environment, compliance with best practices of corporate governance
and by promoting ethical and fair behavior across the Company.

Chairman

Date: September 27, 2023

Annual Report 2023 23


DIRECTOR’S REPORT
The Board of Directors of IBL HealthCare Limited (IBLHL) are pleased to
present the audited financial statements for the year ended June 30, 2023.

The Directors’ report is prepared under section 227 of the Companies Act, 2017
and chapter XII clause 34 (Reporting & Disclosure) of the Listed Companies
(Code of Corporate Governance) Regulations, 2019.

SUMMARY OF FINANCIAL PERFORMANCE OVERVIEW OF FINANCIAL PERFORMANCE

2023 2022 The revenue for the financial year ended June 30, 2023,
(Rupees in Thousand) was Rs.4.03 billion as against Rs.3.65 billion last year
thereby registering a growth of 10%. This growth was
Revenue 4,027,874 3,651,125 mainly driven by medical devices & nutrition businesses.
Gross profit 1,340,447 1,256,237 The Company managed to maintain gross profit as a
percentage of sales at 33.28% as compared to 34.41%
Gross profit as % of revenue 33.28% 34.41%
last year, despite numerous economic challenges
Profit before taxation 458,833 483,270 faced by the Company including drastic devaluation of
currency and increase in supplier prices. However, due
Profit after taxation 308,963 302,859
to the overall socio-economic condition of the country,
coupled with increase in tax rates through imposition of
PRINCIPAL ACTIVITIES
super tax and increase in finance cost, the Company’s
profit after tax was restricted to Rs. 308.9 million.
The principal activities of the Company include marketing,
selling and distribution of healthcare and pharmaceutical
HOLDING COMPANY
products.
The Searle Company Limited (TSCL) is Holding
Company of IBL HealthCare Limited. As at June 30,
Operating Results 2023, TSCL held 51,491,697 shares of Rs.10 each.

4,500,000 BASIC EARNINGS PER SHARE


4,000,000
REVENUE IN '000

3,500,000
3,000,000
Basic earnings per share were Rs. 4.33 (2022: Rs. 4.24)
2,500,000
2,000,000
1,500,000 Earning per Share (PKR)
1,000,000
500,000
-
2018-19 2019-20 2020-21 2021-22 2022-23 5
Revenue 1,584,972 2,664,604 3,003,909 3,651,125 4,027,874
Gross Profit 443,926 811,263 1,022,496 1,256,237 1,340,447
Profit A�er Tax 121,376 220,030 300,488 302,859 308,963 4

-
2019 2020 2021 2022 2023

Annual Report 2023 25


DIVIDEND Total number of directors
The Board of Directors have recommended 20% bonus a) Male 06
shares i-e, 20 shares for every 100 shares held, for the b) Female 01
year ended June 30, 2023 (2022: 10% cash dividend & Composition
10% bonus shares).
I Independent Director 01
EVALUATION OF COMPANY’S PERFORMANCE II Non-Executive Director 04
III Executive Director 01
Various indicators are used by the management to IV Female Director 01
evaluate the performance of the Company which include
comparison with peer companies in relevant divisions, MEETINGS OF THE BOARD OF DIRECTORS
prior year performance and macro-economic indicators.
Further, budgets are formulated, and actual performance A summary of meetings held and attended by directors
is monitored against the budget on a monthly basis to during the year ended June 30, 2023, is as follows:
ensure that any remedial actions required are taken on
a timely basis.
Name of Director Meetings attended
ADEQUACY OF INTERNAL FINANCIAL CONTROLS Ms. Ameena Saiyid 6
Mr. Munis Abdullah 5
The Board of Directors have established effective internal
financial controls across all functions of the Company. Mr. S. Nadeem Ahmed 6
The Internal Audit function of the Company has been Mr. Mufti Zia ul Islam 5
outsourced to a professional firm which regularly
monitors the implementation of financial controls and Mr. Zubair Palwala 6
reports to the Audit Committee for their review. Mr. Mobeen Alam 6

PRINCIPAL RISKS AND THEIR MANAGEMENT Mr. Shuja Malik 4

The Company’s risk management system aims to ensure COMMITTEES OF THE BOARD
that any potential risks which may have an adverse
impact on the Company are identified on a timely AUDIT COMMITTEE
basis to minimize its potential impact. The exercise
is carried out by the Company’s senior management MEMBERS
under overall guidelines of the Group. This activity Mr. Shuja Malik – Chairman
encompasses identifying strategic, operational, financial Ms. Ameena Saiyid
and compliance risks being faced by the Company. Mr. Zubair Palwala
STATEMENT OF ETHICS AND BUSINESS PRACTICES HUMAN RESOURCE AND
REMUNERATION COMMITTEE
IBL HealthCare has a firm commitment to ethical and
responsible behavior with all its employees, customers, MEMBERS
suppliers and shareholders which has been reinforced
Mr. Shuja Malik – Chairman
through a number of policies in place at the Company.
There is a code of conduct in place which has been Mr. Syed Nadeem Ahmed
communicated to all employees. Ms. Ameena Saiyid

COMPOSITION OF THE BOARD DIRECTORS’ TRAINING PROGRAM

As required by the Listed Companies (Code of As recommended by the Listed Companies (Code
Corporate Governance) Regulations, 2019, the of Corporate Governance) Regulations, 2019, all the
Company encourages representation of independent directors have obtained training from SECP approved
and non-executive directors along with gender diversity institutions for directors’ training program. All directors on
on its board. Our current board composition is as board are fully conversant with the duties as directors of
follows: a board of a corporate body.

26
PERFORMANCE EVALUATION OF THE BOARD The Board of Directors endorsed the recommendation of
the Audit Committee for appointment of A.F. Ferguson &
The overall performance of the Board measured on Co for the financial year ending June 30, 2024.
the basis of the prescribed parameters for the year
was satisfactory. A separate report by the Chairman on SUBSEQUENT EVENTS
Board’s overall performance, as required under section
192 (4) of the Companies Act, 2017 is attached with this No material changes or commitments affecting the
Annual Report. financial position of the Company have occurred
between the end of the financial year of the Company
DIRECTORS’ REMUNERATION and the date of this report.

The Board of Directors of IBL HealthCare has approved CORPORATE AND FINANCIAL REPORTING
a ‘Remuneration Policy’ for Directors which includes the FRAMEWORK
following:
The directors of the Company are aware of their
• The Company will not pay any remuneration to its responsibilities under the Listed Companies (Code
non-executive directors except fee for attending the of Corporate Governance) Regulations, 2019. The
Board and its Committee meetings. Company has taken all necessary steps to ensure good
Corporate Governance and compliance of the Code. The
• The directors shall be provided or reimbursed for all directors are pleased to confirm that:
travelling and other expenses incurred by them for
attending meetings of the Board, its Committees • The financial statements prepared by the
and/or General Meetings of the Company. management of the Company, present fairly its state
of affairs, the result of its operations, cash flows and
Independent &
Chief Executive
Non Executive changes in equity.
Officer
Director
Rupees in ‘000 • Proper books of account of the Company have been
Managerial remuneration 10,873 - maintained.
Bonus and incentives -
• Appropriate accounting policies have been
and leave encashment 3,706 -
consistently applied in preparation of financial
Company’s contribution to the -
statements and accounting estimates are based on
Provident fund 866 - reasonable and prudent judgment.
Housing and utilities 4,763 -
Fees 125 1,035 • International Financial Reporting Standards,
20,333 1,035
as applicable in Pakistan, have been followed
in preparation of financial statements and any
departure there from has been adequately disclosed
Number of persons 1 6 and explained.

CORPORATE AND SOCIAL RESPONSIBILITY • The system of internal control is sound in design and
has been effectively implemented and monitored.
IBL HealthCare, being a socially responsible organization,
firmly believes in providing support to CSR initiatives. It’s • There are no significant doubts upon the Company’s
an ongoing process and a number of CSR activities were ability to continue as a going concern.
initiated in the field of health care. During the year, the
Company carried out donations to non-profit organizations. • There has been no departure from the best practices
of corporate governance.
AUDITORS
• Key operating and financial data for the last six years
The present auditors, A.F. Ferguson & Co, Chartered is summarized on page 38.
Accountants, retire and being eligible, offer themselves
for reappointment. The Audit Committee after due • Outstanding taxes, statutory charges and duties,
consideration, recommended to the board for appointment if any, have been duly disclosed in the financial
of A.F. Ferguson & Co as auditors of the Company for the statements.
year ending June 30, 2024.

Annual Report 2023 27


• Significant deviations from last year in the operating SHAREHOLDING INFORMATION
results of the Company have been highlighted and
explained. The Company’s shares are traded in Pakistan
Stock Exchange. The pattern of shareholding as at
FUTURE OUTLOOK June 30, 2023 and other related information is set out
on page 40 to 46.
We believe that there is a huge potential in the health
care industry of Pakistan. The health care industry None of the Company’s directors, executives and their
can contribute significantly to the country’s ex-checker, spouses and minor children took part in the trading of
generating employment, and improving the quality shares of the Company during the period.
of lives of people living in the country. The Board of
Directors of the Company is optimistic for enhancing CHAIRMAN’S REVIEW
the growth and profitability by tapping new opportunities
i.e. diversification of our product portfolio, localization of As per the requirement of section 192(4) Companies
product sourcing, launching and extending the product Act 2017, Chairman’s review of the Board’s performance
line of our own brands along with existing and new and effectiveness in achieving the Company’s
partners. Despite the economic challenges faced, the objectives has been outlined in “Chairman Review
management of the Company is optimistic to enhance Report”.
value and contribution in the Company’s growth and
market share.

We are confident that we can generate increased value


for shareholders as well as deliver better products and
services to our customers. In accomplishing this, we
would like to appreciate the enormous cooperation and
support of our partners and efforts of our sales force,
without which we will not be able to achieve these
results. Syed Nadeem Ahmed Mufti Zia ul Islam
Director Chief Executive Officer
We also take this opportunity to thank our employees
for their continuing contribution in the achievement of Karachi
Company’s results. September 27, 2023

28
Annual Report 2023 29
30
Independent &
Chief
Non Executive
Executive Officer
Director
Rupees in ‘000
Managerial remuneration 10,873 -
Bonus and incentives 3,706 -
Leave fare assistance and leave encashment 866 -
Company’s contribution to the Provident fund 787 -
Housing and utilities 4,763 866
Fees 125 1,035
20,333 1,035

Number of persons 1 6

Annual Report 2023 31


32
Annual Report 2023 33
Earning per Share (PKR)

-
2019 2020 2021 2022 2023

34
Operating Results

4,500,000
4,000,000
REVENUE IN '000

3,500,000
3,000,000
2,500,000
2,000,000
1,500,000
1,000,000
500,000
-
2018-19 2019-20 2020-21 2021-22 2022-23
Revenue 1,584,972 2,664,604 3,003,909 3,651,125 4,027,874
Gross Profit 443,926 811,263 1,022,496 1,256,237 1,340,447
Profit A�er Tax 121,376 220,030 300,488 302,859 308,963

Annual Report 2023 35


Ophthalmic
OPERATING AND
FINANCIAL HIGHLIGHTS
Unit 2023 2022 2021 2020 2019 2018

FINANCIAL POSITION

Balance Sheet

Property and equipment Rs. in '000 5,001 3,819 11,316 9,628 8,052 6,198
Investment property Rs. in '000 576,360 576,360 572,860 368,235 266,526 341,253
Other non-current assets Rs. in '000 10,227 15,911 21,805 11,641 13,520 31,805
Asset classified as held for sale Rs. in '000 - - - - 75,500 -
Current assets Rs. in '000 2,962,139 2,333,420 1,840,710 1,862,520 1,525,168 1,020,662
Total assets Rs. in '000 3,553,727 2,929,510 2,446,691 2,252,024 1,888,766 1,399,918

Share capital Rs. in '000 713,956 649,051 540,877 540,877 540,877 540,877
Unappropriated profit plus share premium Rs. in '000 1,393,168 1,214,015 1,073,418 881,105 715,163 647,874
Total equity Rs. in '000 2,107,124 1,863,066 1,614,295 1,421,982 1,256,040 1,188,751

Non-current liabilities Rs. in '000 3,128 7,080 20,016 - - -


Current liabilities Rs. in '000 1,443,475 1,059,364 812,380 830,042 632,726 211,167
Total liabilities Rs. in '000 1,446,603 1,066,444 832,396 830,042 632,726 211,167

Total equity and liabilities Rs. in '000 3,553,727 2,929,510 2,446,691 2,252,024 1,888,766 1,399,918

Total net assets Rs. in '000 2,107,124 1,863,066 1,614,295 1,421,982 1,256,040 1,188,751

OPERATING AND FINANCIAL TREND

Profit and loss

Revenue Rs. in '000 4,027,874 3,651,125 3,003,909 2,664,604 1,584,972 1,358,297


Cost of sales Rs. in '000 2,687,427 2,394,888 1,981,413 1,853,341 1,141,046 929,777
Gross profit Rs. in '000 1,340,447 1,256,237 1,022,496 811,263 443,926 428,520
Operating profit Rs. in '000 524,572 510,586 439,086 352,804 211,943 231,500
Finance cost Rs. in '000 65,739 27,316 29,939 30,995 5,056 1,389
Profit before taxation Rs. in '000 458,833 483,270 409,147 321,809 199,008 212,305
Profit after taxation Rs. in '000 308,963 302,859 300,488 220,030 121,376 149,340

Cash flows

Operating activities Rs. in '000 27,167 56,851 69,974 40,438 (176,179) 63,181
Investing activities Rs. in '000 (2,956) 1,811 39,219 (10,272) 55,788 (4,293)
Financing activities Rs. in '000 (75,936) (75,315) (77,023) (52,093) (51,930) (47,270)

Rate of return

Pre tax return on equity % 21.78 25.94 25.35 22.63 15.84 17.86
Post tax return on equity % 14.66 16.26 18.61 15.47 9.66 12.56

38
Unit 2023 2022 2021 2020 2019 2018

Profitability

Gross profit margin % 33.28 34.41 30.45 30.45 28.01 31.55


Pre tax profit to sales % 11.39 13.24 13.62 12.08 12.56 15.63
Post tax profit to sales % 7.67 8.29 10.00 8.26 7.66 10.99

Liquidity

Current ratio 2.05 2.20 2.27 2.24 2.41 4.83


Quick ratio 1.01 1.15 1.17 1.02 0.88 2.30

Financial gathering

Debt equity ratio 0.69 0.57 0.52 0.58 0.50 0.18

Capital efficiency

Debtors turnover days 112 99 99 93 105 98


Inventory turnover days 147 128 126 114 117 87
Total assets turnover times 1.24 1.36 1.28 1.29 0.96 1.00

Investment

Earnings per share Rs. 4.33 4.24 4.63 4.07 2.24 2.76

Total Liabilities Total Assets

4,500,000
4,000,000
1,500,000 3,500,000
3,000,000
1,000,000 2,500,000
2,000,000
1,500,000
500,000
1,000,000
500,000
- -
2023 2022 2021 2020 2019 2018 2023 2022 2021 2020 2019 2018

Profit after tax Revenue

4,500,000
350,000 4,000,000
300,000 3,500,000
250,000 3,000,000
2,500,000
200,000
2,000,000
150,000 1,500,000
100,000 1,000,000
50,000 500,000
- -
2023 2022 2021 2020 2019 2018 2023 2022 2021 2020 2019 2018

Annual Report 2023 39


PATTERN OF
SHAREHOLDING
As of June 30, 2023

No Of Shareholders Shareholdings’Slab Total Shares Held

1,955 1 to 100 56,331


1,084 101 to 500 284,832
806 501 to 1,000 600,841
847 1,001 to 5,000 1,869,404
160 5,001 to 10,000 1,162,630
58 10,001 to 15,000 701,163
24 15,001 to 20,000 428,302
14 20,001 to 25,000 314,786
12 25,001 to 30,000 326,292
8 30,001 to 35,000 260,060
9 35,001 to 40,000 332,151
3 40,001 to 45,000 124,137
4 45,001 to 50,000 192,064
7 50,001 to 55,000 368,294
9 55,001 to 60,000 513,018
2 60,001 to 65,000 128,580
2 65,001 to 70,000 134,821
2 70,001 to 75,000 141,772
2 75,001 to 80,000 154,085
1 80,001 to 85,000 83,788
1 85,001 to 90,000 85,827
1 90,001 to 95,000 95,000
1 95,001 to 100,000 99,127
1 100,001 to 105,000 100,579
3 105,001 to 110,000 325,212
1 115,001 to 120,000 115,049
1 140,001 to 145,000 142,366
1 195,001 to 200,000 200,000
1 200,001 to 205,000 202,055
1 220,001 to 225,000 222,512
1 225,001 to 230,000 229,013
1 250,001 to 255,000 251,990
1 255,001 to 260,000 259,620
1 260,001 to 265,000 261,496
1 285,001 to 290,000 288,783
1 295,001 to 300,000 295,695
1 335,001 to 340,000 337,524
1 345,001 to 350,000 346,599
2 370,001 to 375,000 745,726
1 380,001 to 385,000 383,546
1 410,001 to 415,000 411,116
1 425,001 to 430,000 428,366
1 485,001 to 490,000 488,070
1 555,001 to 560,000 558,831
1 600,001 to 605,000 600,210
1 785,001 to 790,000 786,000
1 1,560,001 to 1,565,000 1,562,605
1 1,900,001 to 1,905,000 1,903,816
1 51,490,001 to 51,495,000 51,491,554
5,041 71,395,638

40
PATTERN OF
SHAREHOLDING
As of June 30, 2023

Categories of Shareholders Shareholders Shares Held Percentage

Directors, Chief Executive Officer and their spouse(s) and minor children
MR. S. NADEEM AHMED 3 856 0.00
MR. MUNIS ABDULLA 2 100,580 0.14
MR. ZUBAIR PALWALA 2 1,565 0.00
Samreen Munis 2 417 0.00
MS. AMEENA SAIYID 1 1 0.00
MUFTI ZIA UL ISLAM 1 1,269 0.00
MOBIN ALAM 1 550 0.00
SHUJA MALIK 1 1,320 0.00

Associated Companies, undertakings and related parties


FIRST UDL MODARABA 3 20,377 0.03
THE SEARLE COMPANY LIMITED 2 51,491,697 72.12
INTERNATIONAL BRANDS LTD. 1 229,013 0.32

NIT and ICP 0 0 -

Banks Development Financial Institutions, Non-Banking


Financial Institutions 7 12,723 0.02

Insurance Companies 1 558,831 0.78

Modarabas and Mutual Funds 13 1,409,417 1.97

General Public
a. Local 4866 10,680,301 14.96
b. Foreign 53 695,878 0.97
Foreign Companies 21 32,911 0.05
Others 61 6,157,932 8.63
Totals 5,041 71,395,638 100.00

Share holders holding 10% or more Shares Held Percentage

THE SEARLE COMPANY LIMITED 51,491,697 72.12

Annual Report 2023 41


PATTERN OF
SHAREHOLDING
As of June 30, 2023

Number of
S.No. Folio # Name of shareholder %
shares

Directors, Chief Executive Officer and their spouse(s) and minor children
1 8 MR. S. NADEEM AHMED 1 0.00
2 2088 SYED NADEEM AHMED 215 0.00
3 2435 SYED NADEEM AHMED 640 0.00
4 4 MR. MUNIS ABDULLA 1 0.00
5 03277-39675 MUNIS ABDULLA 100,579 0.14
6 7 MR. ZUBAIR PALWALA 1 0.00
7 03277-93293 ZUBAIR RAZZAK PALWALA 1,564 0.00
8 02113-2753 Samreen Munis 28 0.00
9 03277-80898 SAMREEN MUNIS 389 0.00
10 2976 MS. AMEENA SAIYID 1 0.00
11 03277-56270 MUFTI ZIA UL ISLAM 1,269 0.00
12 07419-23824 MOBIN ALAM 550 0.00
13 03277-78515 SHUJA MALIK 1,320 0.00
13 106,558 0.15

Associated companies, undertakings and related parties


1 1876 FIRST UDL MODARABA 9 0.00
2 02113-708 First UDL Modaraba 20,352 0.03
3 03277-1651 FIRST UDL MODARABA 16 0.00
4 00539-16820 THE SEARLE COMPANY LIMITED 143 0.00
5 03277-94394 THE SEARLE COMPANY LIMITED 51,491,554 72.12
6 03277-2937 INTERNATIONAL BRANDS LTD. 229,013 0.32
6 51,741,087 72.47
NIT and ICP
1 Nil -
0 - -

Banks Development Financial Institutions, Non-Banking Financial Institutions


1 1414 ATLAS INVESTMENT BANK LTD. 42 0.00
2 1419 ASSET INVESTMENT BANK LIMITED 3 0.00
3 1871 CRESCENT INVESTMENT BANK LTD 660 0.00
4 2471 INDUS BANK LIMITED 8,683 0.01
5 2475 BANK ALFALAH LIMITED 2,662 0.00
6 03525-100145 ESCORTS INVESTMENT BANK LIMITED 139 0.00
7 03889-28 NATIONAL BANK OF PAKISTAN 534 0.00
7 12,723 0.02

42
PATTERN OF
SHAREHOLDING
As of June 30, 2023

Number of
S.No. Folio # Name of shareholder %
shares

Insurance Companies
1 02683-23 STATE LIFE INSURANCE CORP. OF PAKISTAN 558,831 0.78
1 558,831 0.78

Modarabas and Mutual Funds


1 03277-3367 FIRST IBL MODARABA 288 0.00
2 07070-22 CDC - TRUSTEE MEEZAN ISLAMIC FUND 337,524 0.47
3 07377-26 CDC - TRUSTEE UBL STOCK ADVANTAGE FUND 383,546 0.54
4 09456-24 CDC - TRUSTEE AL-AMEEN SHARIAH STOCK FUND 488,070 0.68
5 09506-26 CDC - TRUSTEE NBP BALANCED FUND 40,056 0.06
6 10801-27 CDC - TRUSTEE NBP ISLAMIC SARMAYA IZAFA FUND 35,700 0.05
7 12625-27 CDC - TRUSTEE NBP SARMAYA IZAFA FUND 4,950 0.01
8 14472-25 CDC - TRUSTEE UBL ASSET ALLOCATION FUND 13,684 0.02
9 14605-27 CDC - TRUSTEE AL-AMEEN ISLAMIC ASSET ALLOCATION FUND 42,944 0.06
10 14845-29 CDC-TRUSTEE AL-AMEEN ISLAMIC RET. SAV. FUND-EQUITY SUB FUND 282 0.00
11 14860-27 CDC - TRUSTEE UBL RETIREMENT SAVINGS FUND - EQUITY SUB FUND 7,042 0.01
12 15362-27 CDC - TRUSTEE ABL ISLAMIC PENSION FUND - EQUITY SUB FUND 295 0.00
13 15974-23 CDC - TRUSTEE NBP ISLAMIC STOCK FUND 55,036 0.08
13 1,409,417 1.97

General Public Foreign


1 2917 MR. ROBERT K. SIRGIOVANNI 55,602 0.08
2 01826-132795 AAMIR AHSAN 550 0.00
3 02832-2764 H.E. SH. EBRAHIM KHALIFA ALI AL KHALIFA 26,400 0.04
4 03277-106881 KHAWAR AMAN 4,500 0.01
5 03277-106911 WAQAR ARSHAD ZAHID 50,540 0.07
6 03277-106943 MUDASSAR MAHMOOD AHMAD 432 0.00
7 03277-107304 SHOAIB QAZI 550 0.00
8 03277-108170 ZAHID KHALID 1,100 0.00
9 03277-108461 MUHAMMAD TAHIR ABBAS 10 0.00
10 03277-108672 MUHAMMAD ANWAR 1,452 0.00
11 03277-110031 MUHAMMAD NADEEM 66 0.00
12 03277-110118 WAQAR MAHMOOD 396 0.00
13 03277-110123 ATIF SHAMRAIZ 1,050 0.00
14 03277-110215 SAQIB ASHRAF 1,000 0.00
15 03277-110811 MOHAMMAD MAZHAR UD DIN 1,050 0.00
16 03277-110833 Mujtaba Jaffary 2,970 0.00
17 03277-110866 AMBREEN RIZWAN SHERIFF 2,320 0.00
18 03277-112286 VIVEK KUMAR 550 0.00

Annual Report 2023 43


PATTERN OF
SHAREHOLDING
As of June 30, 2023

S.No. Folio # Name of shareholder Number of %


shares

19 03277-112689 NADIR MUSTAFA SHAUKAT 5,000 0.01


20 03277-112950 ADIL MEHMOOD 110 0.00
21 03277-113587 ATIQ UR REHMAN KAYANI 1,100 0.00
22 03277-113721 SHAHRUKH ALI 110 0.00
23 03277-114491 MUHAMMAD NASIR 2,320 0.00
24 03277-115422 MUHAMMAD SHAHID FAROOQ 550 0.00
25 03277-115816 WAJAHAT MAHMOOD 100 0.00
26 03277-115822 SAJJAD AHMAD 22 0.00
27 03277-116019 HAMDOON SUBHANI 550 0.00
28 03277-116070 MUDDASAR NAEEM 135 0.00
29 03277-116970 IMRAN SABIR 550 0.00
30 03277-117577 ASHAR AZIZ 2,200 0.00
31 03277-118047 khalid hussain khan 1,169 0.00
32 03277-118070 AAMIR SHAHZAD 2,000 0.00
33 03277-119104 ABID ALI KHOKHAR 1,000 0.00
34 03277-119507 Zahoor Ahmad 1,100 0.00
35 03277-119709 MUHAMMAD AQIB LATEEF 550 0.00
36 03277-119785 UMAR DARAZ 550 0.00
37 03277-119908 SYED ALAMDAR HUSSAIN JAFFERY 550 0.00
38 03277-120413 Nasrullah Arshad 110 0.00
39 03277-121618 NAEEM AHMAD 10,000 0.01
40 03277-121783 MUHAMMAD QAYUM 2,100 0.00
41 03277-121855 MUHAMMAD IMRAN 1,600 0.00
42 03277-122778 MUHAMMAD ATIF 5,000 0.01
43 03277-123167 KAMRAN NAZEER 6,000 0.01
44 03277-123357 Syed Muhammad Shabbir Madad Naqvi 138 0.00
45 03277-123378 ADIL MUNIR 500 0.00
46 03277-124000 JAWAD AKHTAR 500 0.00
47 03277-124625 MUHAMMAD MAAZ UMAR 3,000 0.00
48 03277-125696 SIBGHATULLAH KHAN 500 0.00
49 05769-14757 MOHAMMAD RAFAY MALIK 3,960 0.01
50 05769-14765 MOHAMMAD WASAY MALIK 3,300 0.00
51 07450-22202 FARAZ AHMED 1 0.00
52 10629-351331 OMAR ABDUL MONEM YOUSUF AL ZAWAWI 346,599 0.49
53 10629-351349 OMAR ABDUL MONEM YOUSUF AL ZAWAWI 142,366 0.20
53 695,878 0.97

44
PATTERN OF
SHAREHOLDING
As of June 30, 2023

S.No. Folio # Name of shareholder Number of %


shares

Foreign Companies
1 1271 MIDLAND BANK TRUST CORP. (JERSEY) LTD 201 0.00
2 1620 INVESTORS BANK & TRUST COMPANY 567 0.00
3 1622 DAY LIMITED 293 0.00
4 1623 SMITH NEW COURT FAR EAST LIMITED 50 0.00
5 1653 INVESTORS BANK & TRUST COMPANY 2,106 0.00
6 1654 MORGAN STANLEY TRUST COMPANY 4,098 0.01
7 1656 AETNA INVESTMENT MGMT B.V.I NOMINEES LTD 2,310 0.00
8 1657 STATE STREET BANK AND TRUST CO. U.S.A. 1,850 0.00
9 1664 THE NORTHERN TRUST COMPANY 575 0.00
10 1677 CHASE MANHATTAN BANK (IRELAND) PLC 159 0.00
11 1680 THE AETNA CASUALTY AND SURETY COMPANY 478 0.00
12 1775 SOMERS NOMINEES (FAR EAST) LTD 719 0.00
13 1776 SMITH NEW COURT FAR EAST LTD 47 0.00
14 1779 THE NORTHERN TRUST COMPANY 476 0.00
15 1781 CHEM BANK NOMINEES LTD 50 0.00
16 1782 H.S.B.C. INTERNATIONAL TRUSTEE LIMITED 202 0.00
17 1884 CHEM BANK NOMINEES LTD. 312 0.00
18 1961 MERRILL LYNCH, PIERCE, FENNER & SMITH INC. 1,294 0.00
19 1981 THE BANK OF NEWYORK 10,430 0.01
20 2140 INVESCO (BVI) NOMINEES LIMITED 94 0.00
21 02832-1865 Noor Financial Invest Co. 6,600 0.01
21 32,911 0.05

Other
1 1736 SHAFI (PRIVATE) LTD. 356 0.00
2 1870 FIRST CAPITAL MUTUAL FUND LTD. 8,800 0.01
3 1875 PROFESSIONAL SECURITIES MANAGEMENT (PVT) LTD. 684 0.00
4 2009 SAFEWAY MUTUAL FUND LIMITED 95 0.00
5 2024 SADIQ TRADERS (PVT) LTD. 1,197 0.00
6 2474 S.H. BUKHARI SECURITIES 503 0.00
7 2476 SHAZ INVESTMENT CORPORATION 239 0.00
8 2477 AAG SECURITIES (PVT) LTD. 233 0.00
9 2480 LASANI SECURITIES (PVT) LTD. 42 0.00
10 2481 BAGASRA SECURITIES (PVT) LTD 2 0.00
11 2483 ISMAIL ABDUL SHAKOOR SEC. 50 0.00
12 2541 THE COMPANY SECRETARY 6,702 0.01
13 2574 MR. MOBEEN ALAM (B-1) 3,848 0.01
14 2619 MR. MUHAMMAD TARIQ (B-2) 3,396 0.00
15 2626 FBR - NOMINEE SHAREHOLDING AGAINST TAX ON BONUS SHARES (B-2) 600,210 0.84
16 2653 MR. NADEEM AHSAN 6 0.00
17 2685 M/S. FEDERAL BOARD OF REVENUE 12,052 0.02
18 2708 MR. MUHAMMAD TARIQ (B-3) 3,164 0.00
19 2756 TEMPORARY FOLIO - WITHHOLD BONUS SHARES OF COURT CASES (B-3) 428,366 0.60
20 2757 FBR - NOMINEE SHAREHOLDING AGAINST TAX ON BONUS SHARES (B-3) 76,667 0.11
21 2772 UNIDENTIFIED RIGHT SHARES OF R-1 239 0.00

Annual Report 2023 45


PATTERN OF
SHAREHOLDING
As of June 30, 2023

S.No. Folio # Name of shareholder Number of %


shares

22 2777 MR. MUHAMMAD TARIQ (B-4) 3,441 0.00


23 2817 TEMPORARY FOLIO - WITHHOLD BONUS SHARES OF COURT CASES (B-4) 259,620 0.36
24 2818 FBR - NOMINEE SHAREHOLDING AGAINST TAX ON BONUS SHARES (B-4) 28,052 0.04
25 2851 MR. MUHAMMAD TARIQ (B-5) 3,393 0.00
26 2863 TEMPORARY FOLIO-WITHHOLD BONUS SHARES OF COURT CASES (B-5) 373,480 0.52
27 2864 FBR - NOMINEE SHAREHOLDING AGAINST TAX ON BONUS SHARES (B-5) 45,256 0.06
28 2903 MR. MUHAMMAD TARIQ (B-6) 2,633 0.00
29 2915 TEMPORARY FOLIO-WITHHOLD BONUS SHARES OF COURT CASES (B-6) 261,496 0.37
30 02113-3439 SEARLE PAKISTAN LIMITED PROVIDENT FUND 1,903,816 2.67
31 03277-7633 TRUSTEES MOHAMAD AMIN WAKF ESTATE 10,043 0.01
32 03277-62621 UNITED DISTRIBUTORS PAKISTAN LIMITED 1,562,605 2.19
33 03277-78335 TRUSTEE NATIONAL BANK OF PAKISTAN EMPLOYEES PENSION FUND 85,827 0.12
34 03277-82127 TRUSTEE NATIONAL BANK OF PAKISTAN EMP BENEVOLENT FUND TRUST 3,006 0.00
35 03525-63416 H M INVESTMENTS (PVT) LIMITED 192 0.00
36 03525-63817 NH SECURITIES (PVT) LIMITED. 255 0.00
37 03525-87235 MAPLE LEAF CAPITAL LIMITED 1 0.00
38 03657-25 CONTINENTAL CAPITAL MANAGEMENT (PVT) LTD 2,970 0.00
39 04002-22 MEMON SECURITIES (PVT.) LIMITED 151 0.00
40 04317-25 DALAL SECURITIES (PVT) LTD. 9,900 0.01
41 04457-45 FDM CAPITAL SECURITIES (PVT) LIMITED 11,023 0.02
42 04705-87224 FEDERAL BOARD OF REVENUE 115,049 0.16
43 05587-6474 PROGRESSIVE INVESTMENT MANAGEMENT (PVT)L 321 0.00
44 05736-15 NCC - PRE SETTLEMENT DELIVERY ACCOUNT 1,500 0.00
45 07005-29 MAM SECURITIES (PVT) LIMITED 11 0.00
46 07419-11803 TOPLINE ASSOCIATE (PRIVATE.) LIMITED 50,000 0.07
47 10231-27 MSMANIAR FINANCIALS (PVT) LTD. 1,001 0.00
48 11692-21 ABA ALI HABIB SECURITIES (PVT) LIMITED 169 0.00
49 12690-707 ENGRO CORPORATION LIMITED PROVIDENT FUND 108,660 0.15
50 12690-731 HILAL GROUP EMPLOYEES PROVIDENT FUND 8,580 0.01
51 12690-1895 ICI PAKISTAN MANAGEMENT STAF PROVIDENT FUND 16,940 0.02
52 14118-27 ASDA SECURITIES (PVT.) LTD. 7,500 0.01
53 14241-22 FIKREES (PRIVATE) LIMITED 9,570 0.01
54 14415-21 CDC - TRUSTEE NAFA PENSION FUND EQUITY SUB-FUND ACCOUNT 37,204 0.05
55 14431-29 CDC - TRUSTEE NAFA ISLAMIC PENSION FUND EQUITY ACCOUNT 54,898 0.08
56 16576-20 INTERMARKET SECURITIES LIMITED - MF 20,500 0.03
57 16857-26 MRA SECURITIES LIMITED - MF 8,400 0.01
58 16899-22 MOHAMMAD MUNIR MOHAMMAD AHMED KHANANI SECURITIES LTD. - MF 1,500 0.00
59 18432-3177 MARGALLA FINANCIAL (PRIVATE) LIMITED 1,056 0.00
60 18432-21369 MUHAMMAD AMER RIAZ SECURITIES (PVT.) LIMITED 62 0.00
61 18432-46846 GPH SECURITIES (PRIVATE) LIMITED 1,000 0.00
61 6,157,932 8.63

Total 5041 71,395,638 100

46
Proudly Introduces


(Propofol 1% MCT/LCT)

With Minimal
Administration
Pain.

A Product From

WHO Approved
Manufacturing Facility
HEALTH AND WELLNESS
STATEMENT OF
COMPLIANCE
With Listed Companies (Code of Corporate Governance) Regulations, 2019
For the year ended June 30, 2023

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

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

a) Male: 6 (six)
b) Female: 1 (one)

2. The composition of the board is as follows:

Category Name of Director


Independent Director: Ms. Ameena Saiyid
Mr. Shuja Malik
Executive Director: Mr. Mufti Zia ul Islam
Non-Executive Directors: Mr. Munis Abdullah
Mr. S. Nadeem Ahmed
Mr. Zubair Razzak Palwala
Female Director: Ms. Ameena Saiyid

*Determination of number of independent directors arrives at 2.33 (rounded to 2) which is based on seven elected directors. The fraction
is not rounded up since the two (2) elected independent directors have requisite competency, knowledge, and experience to discharge and
execute their responsibilities as per applicable law and regulations.

3. The Directors have confirmed that none of them is serving as a director on the board of more than seven listed
companies, including this company.

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

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

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

7. The meetings of the Board were presided over by the Chairman. The Board has complied with the requirements
of the Act and the Regulations with respect to frequency, recording and circulating minutes of meeting of the
board.

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

50
9. During the year, the Board did not arrange training program for its directors. However, all directors have
attended the required training in the previous years.

10. The board has approved the appointment of the CFO, Company Secretary and Head of Internal Audit,
including their remuneration and terms and conditions of employment and complied with relevant
requirements of the Regulations.

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

12. The board has formed committees comprising of members given below:

Audit Committee

Name Category
Mr. Shuja Malik Chairman
Ms. Ameena Saiyid Member
Mr. Zubair Palwala Member

HR and Remuneration Committee

Name Category
Mr. Shuja Malik Chairman
Mr. S.Nadeem Ahmed Member
Ms. Ameena Saiyid Member

13. The terms of reference of the aforesaid committees have been formed, documented, and advised to the
committee for compliance.

14. The frequency of meetings of the committee were as per the following:

a) Audit Committee: Four quarterly meetings during the financial year ended June 30, 2023
b) HR & R Committee: One meeting during the financial year ended June 30, 2023

15. The Board has outsourced the internal audit function to Grant Thornton Anjum Rahman, Chartered
Accountants who are considered suitably qualified and experienced for the purpose and are conversant
with the policies and procedures of the Company.

16. The statutory auditors of the company have confirmed that they have been given a satisfactory rating
under the Quality Control Review program of the Institute of Chartered Accountants of Pakistan and
registered with Audit Oversight Board of Pakistan, that they and all of their partners are in compliance with
International Federation of Accountants (IFAC) guidelines on code of ethics as adopted by the Institute of
Chartered Accountants of Pakistan and that the and the partners of the firm involved in the audit are not
a close relative (spouse, parent, dependent and non-dependent children) of the chief executive officer,
chief financial officer, head of internal audit, company secretary or director of the Company.

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

Annual Report 2023 51


18. We confirm that all requirements of the regulations 3,6,7,8,27,32,33 and 36 of the regulations have been
complied with: and

19. Explanation for non-compliance with requirements, other than regulations 3,6,7,8,27,32,33 and 36 (non-
mandatory requirements) are below:-

S. No Requirement Explanation Reg. No


1 The Board may constitute the risk management The Internal Audit 30(1)
committee, of such number and class of directors, Department of the Company
as it may deem appropriate in its circumstances, performs the requisite
to carry out a review of effectiveness of risk functions and apprises the
management procedures and present a report to Board accordingly.
the Board
2 The Board may constitute a separate committee, The responsibilities 29 (1)
designated as the nomination committee, of such prescribed for the
number and class of directors, as it may deem Nomination Committee are
appropriate in its circumstances. being taken care of at Board
Level.
3 The Company may post on its website key As the Regulation provides 35
elements of its significant policies including but concession with respect
not limited to the following: to disclosure of significant
Communication and disclosure policy. policies on the website, and
therefore the Company is
Code of conduct for members of Board of Directors,
senior management and other employees. in the process of updating
their website.
Risk management policy.
Internal control policy.
Whistle blowing policy.

Corporate social responsibility / sustainability /


environmental, social and governance related
policy

AMEENA SAIYID SYED NADEEM AHMED


Chairperson Director

52
Medical Disposables
INDEPENDENT AUDITOR’S REVIEW REPORT
TO THE MEMBERS OF IBL HEALTHCARE LIMITED
REVIEW REPORT ON THE STATEMENT OF COMPLIANCE CONTAINED IN LISTED COMPANIES
(CODE OF CORPORATE GOVERNANCE) REGULATIONS, 2019

We have reviewed the enclosed Statement of Compliance with the Listed Companies (Code of Corporate
Governance) Regulations, 2019 (the Regulations) prepared by the Board of Directors of IBL Healthcare Limited
(the Company) for the year ended 30 June 2023 in accordance with the requirements of regulation 36 of the
Regulations.

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

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

The Regulations require the Company to place before the Audit Committee, and upon recommendation of the Audit
Committee, place before the Board of Directors for their review and approval, its related party transactions. 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.

Based on our review, nothing has come to our attention which causes us to believe that the Statement of Compliance
does not appropriately reflect the Company’s compliance, in all material respects, with the requirements contained
in the Regulations as applicable to the Company for the year ended June 30, 2023.

Chartered Accountants
Karachi

Dated: October 05, 2023


UDIN: CR202310059DYAEBtHwl

56
INDEPENDENT AUDITOR’S REPORT
TO THE MEMBERS OF IBL HEALTHCARE LIMITED
REPORT ON THE AUDIT OF THE FINANCIAL STATEMENTS

Opinion

We have audited the annexed financial statements of IBL HealthCare Limited (the Company), which comprise the
statement of financial position as at June 30, 2023, and the statement of profit or loss and other comprehensive
income, the statement of changes in equity, the statement of cash flows for the year then ended, and notes to the
financial statements, including a summary of significant accounting policies and other explanatory information, and
we state that we have obtained all the information and explanations which, to the best of our knowledge and belief,
were necessary for the purposes of the audit.

In our opinion and to the best of our information and according to the explanations given to us, the statement of
financial position, statement of profit or loss and other comprehensive income, the statement of changes in equity
and the statement of cash flows together with the notes forming part thereof conform with the accounting and
reporting standards as applicable in Pakistan and give the information required by the Companies Act, 2017 (XIX
of 2017), 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, 2023 and of the profit and other comprehensive income, the changes in equity and its cash flows for
the year then ended.

Basis for Opinion

We conducted our audit in accordance with International Standards on Auditing (ISAs) as applicable in Pakistan.
Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit
of the Financial Statements section of our report. We are independent of the Company in accordance with the
International Ethics Standards Board for Accountants’ Code of Ethics for Professional Accountants as adopted by
the Institute of Chartered Accountants of Pakistan (the Code) and we have fulfilled our other ethical responsibilities
in accordance with the Code. We believe that the audit evidence we have obtained is sufficient and appropriate to
provide a basis for our opinion.

Key Audit Matters

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

Annual Report 2023 57


Following is the key audit matter:

How the matter was addressed


S. No. Key audit matter
in our audit
(i) Revenue from contracts with customers Our audit procedures amongst others included
the following:
(Refer note 2.23 and note 21 to the
financial statements) • performed verification of sales with underlying
documentation including gate pass, delivery
Revenue is recognised when control of order and invoice;
the underlying products is transferred to
the customers. The Company is engaged • tested on a sample basis, specific revenue
in marketing, selling and distribution of transactions recorded before and after the
healthcare products. reporting date with underlying documentation
to assess whether revenue has been
We considered revenue recognition as a key recognised in the correct period;
audit matter due to revenue being one of the
key performance indicators of the Company • performed audit procedures to analyse
and for the year revenue has increased variation in the price and quantity sold during
significantly as compared to the last year. In the year;
addition, revenue was also considered as an
area of significant audit risk as part of the • checked that revenue is recognised in
audit process. accordance with the requirements of the
accounting and reporting standards; and

• assessed the adequacy of disclosures made


in the financial statements related to revenue.

Information Other than the Financial Statements and Auditor’s Report Thereon

Management is responsible for the other information. The other information comprises the information included in
the annual report, but does not include the financial statements and our auditor’s report thereon.

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

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

58
Responsibilities of Management and Board of Directors for the Financial Statements

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

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

Board of directors are responsible for overseeing the Company’s financial reporting process.

Auditor’s Responsibilities for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free
from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our
opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted
in accordance with ISAs as applicable in Pakistan will always detect a material misstatement when it exists.
Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate,
they could reasonably be expected to influence the economic decisions of users taken on the basis of these
financial statements.

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

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

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

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

Annual Report 2023 59


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

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

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

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

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

Report on Other Legal and Regulatory Requirements

Based on our audit, we further report that in our opinion:

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

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

60
c. investments made, expenditure incurred and guarantees extended during the year were for the purpose of the
Company’s business; and

d. zakat deductible at source under the Zakat and Ushr Ordinance, 1980 (XVIII of 1980), was deducted by the
company and deposited in the Central Zakat Fund established under section 7 of that Ordinance.

The engagement partner on the audit resulting in this independent auditor’s report is Farrukh Rehman.

A. F. Ferguson & Co.


Chartered Accountants

Karachi

Dated: October 05, 2023


UDIN: AR202310059GDgnvaULA

Annual Report 2023 61


FINANCIAL STATEMENTS
STATEMENT OF FINANCIAL POSITION
As At June 30, 2023

2023 2022
Note ------------- Rupees in ‘000 -------------
ASSETS

Non-current assets
Furniture and equipment 3 5,001 3,819
Right-of-use asset 4 5,387 8,601
Investment properties 5 576,360 576,360
Intangible assets 6 4,840 7,310
591,588 596,090
Current assets
Inventories 7 1,191,225 973,471
Trade and other receivables 8 1,362,108 1,118,723
Loans, advances, deposits and prepayments 9 276,484 137,054
Refunds due from Government - sales tax 23,661 -
Taxation - payments less provision 12,838 50
Cash and bank balances 10 95,823 104,122
2,962,139 2,333,420
TOTAL ASSETS 3,553,727 2,929,510

EQUITY AND LIABILITIES

Share capital and reserves

Share capital
Issued, subscribed and paid up capital 11 713,956 649,051
Capital reserve
Share premium 12 119,600 119,600

Revenue reserve
Unappropriated profit 1,273,568 1,094,415
2,107,124 1,863,066
Liabilities
Non-current liabilities
Long-term finance - secured 13 - -
Deferred income - Government grant 14 - -
Lease liability 15 3,128 7,080
3,128 7,080
Current liabilities
Trade and other payables 16 1,098,589 713,483
Advance from customers 17 29,070 67,270
Short term borrowings 18 290,565 247,139
Current portion of long-term finance 13 - 9,729
Current portion of lease liability 15 3,952 3,217
Unclaimed dividend 7,107 7,108
Unpaid dividend 19 14,192 11,418
1,443,475 1,059,364
Contingencies and commitments 20

TOTAL EQUITY AND LIABILITIES 3,553,727 2,929,510

The annexed notes 1 to 37 form an integral part of these financial statements.

64
STATEMENT OF PROFIT OR LOSS AND
OTHER COMPREHENSIVE INCOME
For The Year Ended June 30, 2023
2023 2022
Note ------------- Rupees in ‘000 -------------

Revenue from contracts with customers 21 4,027,874 3,651,125


Cost of sales 22 (2,687,427) (2,394,888)
Gross profit
1,340,447 1,256,237
Other income / (loss) 23 (85,104) (60,105)
Marketing and distribution expenses 24 (631,250) (582,149)
Administrative and general expenses 25 (99,521) (103,397)
Finance costs 26 (65,739) (27,316)
Profit before income tax 458,833 483,270

Income tax expense 27 (149,870) (180,411)
Profit after taxation
308,963 302,859
Other comprehensive income - -

Total comprehensive income 308,963 302,859

(Restated)
Basic and diluted earnings per share 28 Rs. 4.33 Rs. 4.24

The annexed notes 1 to 37 form an integral part of these financial statements.

Annual Report 2023 65


STATEMENT OF CHANGES IN EQUITY
For The Year Ended June 30, 2023

Issued, Capital reserve Revenue reserve


subscribed and
paid up capital Total Total
Share premium Issue of bonus Unappropriated
reserves
shares profit

-------------------------------------------------------- (Rupees ‘000) --------------------------------------------------------

Balance as at July 01, 2021 540,876 119,600 - 953,818 1,073,418 1,614,294



Transactions with owners in their
capacity as owners
Final dividend for the year ended
June 30, 2021 @ Re 1 per share - - - (54,087) (54,087) (54,087)

Transfer to reserve for issuance
of bonus shares - - 108,175 (108,175) - -

Issuance of bonus shares during the
year in the ratio of 20 shares for every
100 shares held 108,175 - (108,175) - (108,175) -

Total comprehensive income for
the year ended June 30, 2022 - - - 302,859 302,859 302,859

Balance as at June 30, 2022 649,051 119,600 - 1,094,415 1,214,015 1,863,066

Transactions with owners
in their capacity as owners
Final dividend for the year ended
June 30, 2022 @ Re 1 per share - - - (64,905) (64,905) (64,905)

Transfer to reserve for issuance
of bonus shares - - 64,905 (64,905) - -

Issuance of bonus shares during the


year in the ratio of 10 shares for
every 100 shares held 64,905 - (64,905) - (64,905) -

Total comprehensive income for
the year ended June 30, 2023 - - - 308,963 308,963 308,963

Balance as at June 30, 2023 713,956 119,600 - 1,273,568 1,393,168 2,107,124


The annexed notes 1 to 37 form an integral part of these financial statements.

66
STATEMENT OF CASH FLOWS
For The Year Ended June 30, 2023

2023 2022
Note ------------- Rupees in ‘000 -------------

CASH FLOWS FROM OPERATING ACTIVITIES

Cash generated from operations 29 248,418 233,340


Income tax paid (162,658) (155,385)
Finance cost paid (58,593) (21,104)

Net cash generated from operating activities 27,167 56,851

CASH FLOWS FROM INVESTING ACTIVITIES

Payments for acquisition of furniture and equipment (2,831) (1,296)


Payments for acquisition of investment property - (3,500)
Payments for acquisition of intangible assets (308) -
Proceeds from disposal of furniture and equipment 183 6,607
Net cash (used in) / generated from investing activities (2,956) 1,811

CASH FLOWS FROM FINANCING ACTIVITIES

Long-term loan repaid (9,830) (20,096)


Payments against lease liability (3,974) (3,586)
Dividends paid (62,132) (51,633)
Net cash used in financing activities (75,936) (75,315)

Net decrease in cash and cash equivalents (51,725) (16,653)

Cash and cash equivalents at the beginning of the year (143,017) (126,364)

Cash and cash equivalents at the end of the year 30 (194,742) (143,017)

The annexed notes 1 to 37 form an integral part of these financial statements.


Annual Report 2023 67


NOTES TO THE FINANCIAL STATEMENTS
For The Year Ended June 30, 2023

1. LEGAL STATUS AND OPERATIONS

IBL HealthCare Limited (the Company) was incorporated in Pakistan under the repealed Companies Ordinance,
1984 (now the Companies Act, 2017) as a private limited company on July 14, 1997. In November 2008, the
Company was converted into public limited company. The shares of the Company are quoted on the Pakistan Stock
Exchange.

The principal activities of the Company include marketing, selling and distribution of healthcare products.

The Company is a subsidiary of The Searle Company Limited (the Holding Company) and International Brands
(Private) Limited (the Ultimate Parent Company).

The geographical locations and addresses of the Company’s business units are as under:

- The registered office of the Company is located at One IBL Centre, 2nd floor, Plot No.1, Block 7 & 8, D.M.C.H.S.
Tipu Sultan Road, Off Shahrah-e-faisal, Karachi.
- The Company also has a distribution warehouse located in Korangi Industrial Area, Karachi.

2. SIGNIFICANT ACCOUNTING POLICIES

The principal accounting policies applied in the preparation of these financial statements are set out below. These
policies have been consistently applied to all the years presented, unless otherwise stated.

2.1 Basis of preparation

2.1.1 Statement of compliance

These financial statements have been prepared in accordance with the accounting and reporting standards as
applicable in Pakistan. The accounting and reporting standards applicable in Pakistan comprise of:

- International Financial Reporting Standards (IFRS) issued by the International Accounting Standards Board
(IASB) as notified under the Companies Act, 2017;

- Islamic Financial Accounting Standards (IFAS) issued by the Institute of Chartered Accountants of Pakistan as
notified under the companies Act, 2017; and

- provisions of and directives issued under the Companies Act, 2017.

Where provisions of and directives issued under the Companies Act, 2017 differ from the IFRS, the provisions of
and directives issued under the Companies Act, 2017 have been followed.

2.1.2 Critical accounting estimates and judgements



The preparation of financial statements in conformity with approved accounting standards requires the use of certain
critical accounting estimates. It also requires management to exercise its judgement in the process of applying the
Company’s accounting policies. The matters involving a higher degree of judgement or complexity, or areas where
assumptions and estimates are significant to the financial statements are:

68
NOTES TO THE FINANCIAL STATEMENTS
For The Year Ended June 30, 2023

(i) Income tax

In making the estimates for income taxes payable by the Company, the management considers current
income tax law and the decisions of appellate authorities on certain cases issued in the past.

(ii) Contingencies

The assessment of contingencies inherently involves the exercise of significant judgement as the outcome of
future events cannot be predicted with certainty. The Company, based on the availability of latest information,
estimates the value of contingent assets and liabilities which may differ on occurrence / non-occurrence of the
uncertain future events.

Estimates and judgements are continually evaluated and adjusted based on historical experience and other factors,
including expectations of future events that are believed to be reasonable under the circumstances.

There have been no critical judgements made by the Company’s management in applying the accounting policies
that would have significant effect on the amounts recognised in the financial statement.

2.2 Changes in accounting standards, interpretations and pronouncements

a) Standards, interpretations and amendments to published approved accounting standards that are effective

There are certain amendments and interpretations to the accounting and reporting standards which are
mandatory for the Company’s annual accounting period which began on July 1, 2022. However, these do not
have any significant impact on the Company’s financial reporting.

b) Standards, interpretations and amendments to published approved accounting standards that are not yet
effective

There is a standard and certain other amendments to the accounting and reporting standards that will
be mandatory for the Company’s annual accounting periods beginning on or after July 1, 2023. However,
these are considered either not to be relevant or to have any significant impact on the Company’s financial
statements and operations and, therefore, have not been disclosed in these financial statements.

2.3 Overall valuation policy

These financial statements have been prepared under the historical cost convention except as disclosed in the
accounting policies below.

2.4 Furniture and equipment

Furniture and equipment are stated at cost less accumulated depreciation and impairment, if any, except capital
work-in-progress which is stated at cost.

Depreciation on assets is charged to statement of profit or loss and other comprehensive income applying the
straight-line method whereby the depreciable cost of an asset is written off over its useful life.

Depreciation on additions is charged from the month during which the asset is available for use whereas no
depreciation is charged in the month of disposal.

Annual Report 2023 69


NOTES TO THE FINANCIAL STATEMENTS
For The Year Ended June 30, 2023

Maintenance and normal repairs are charged to statement of profit or loss and other comprehensive income as and
when incurred. Major renewals and improvements are capitalised and the assets so replaced, if any, are retired.

2.5 Investment property

The Company carries investment property at cost under the cost model in accordance with IAS 40 - ‘Investment
Property’. The fair value is determined by the independent valuation experts and such valuation is carried out every
year to determine the recoverable amount.

Leasehold land classified under investment property is carried at its respective cost less accumulated impairment,
if any.

2.6 Intangible Assets

An intangible asset is recognised if it is probable that the future economic benefits attributable to the asset will flow
to the Company and the cost of such asset can be measured reliably. These are stated at cost less accumulated
amortisation and impairment, if any.

Computer software licenses are capitalised on the basis of cost incurred to acquire and bring to use the specific
software. These costs are amortised over their estimated useful life using the straight line method.

The carrying value of intangible assets are reviewed for impairment when events or changes in circumstances
indicate that the carrying value may not be recoverable. If any such indication exists and where the carrying value
exceeds the estimated recoverable amount, the assets are written down to their recoverable amount.

2.7 Inventories

Inventory is stated at the lower of cost and estimated net realisable value. Cost is determined by weighted average
method except for those in transit. Cost comprises of cost of purchase, cost of conversion and other cost incurred
in bringing the inventories to their present location and condition. Stock in transit is valued at cost.

Net realisable value represents the estimated selling price in the ordinary course of business less cost necessarily
to be incurred in order to make the sale.

2.8 Loans, advances, deposits and prepayments

Loans, advances, deposits and prepayments are non-derivative financial assets with fixed and determinable
payments. These are included in current assets, except those with maturities greater than twelve months after the
reporting date, which are classified as non-current assets.

Interest free loans to employees are stated at amortised cost.

2.9 Trade and other receivables

Trade and other receivables are initially recognised at the amount of consideration that is unconditional, unless they
contain significant financing components when they are recognised at fair value. They are subsequently measured
at amortised cost using the effective interest method, less loss allowance. Refer note 2.12 for a description of the
Company’s impairment policy. These assets are written off when there is no reasonable expectation of recovery.

70
NOTES TO THE FINANCIAL STATEMENTS
For The Year Ended June 30, 2023

2.10 Government grants

Government grants relating to costs are deferred and recognised in the statement of profit or loss and other
comprehensive income over the period necessary to match the costs that these are intended to compensate.

2.11 Cash and bank balances

Cash and bank balances are carried in the statement of financial position at cost. For the purpose of statement of
cash flows, cash and cash equivalents comprise cash in hand, balances with banks on current accounts, cheques
in hand and short term borrowings.

2.12 Financial instruments

Initial Recognition

All financial assets and liabilities are initially measured at cost, which is the fair value of the consideration given and
received respectively. These are subsequently measured at fair value, amortised cost or cost, as the case may be.

Classification of financial assets

The Company classifies its financial instruments in the following categories:



- at fair value through profit or loss (“FVTPL”);

- at fair value through other comprehensive income (“FVTOCI”); or

- at amortised cost.

The Company determines the classification of financial assets at initial recognition. The classification of instruments
(other than equity instruments) is driven by the Company’s business model for managing the financial assets and
their contractual cashflow characteristics.

Financial assets that meet the following conditions are measured at amortised cost:

- the financial asset is held within a business model whose objective is to hold financial asset in order to collect
contractual cashflows; and

- the contractual terms of the financial assets give rise on specified dates to cash flows that are solely payments
of principal and interest on the principal amount outstanding.

Financial assets that meet the following conditions are measured at FVTOCI:

- the financial asset is held within a business model whose objective is achieved by both collecting contractual
cashflows and selling the financial assets; and

- the contractual terms of the financial assets give rise on specified dates to cash flows that are solely payments
of principal and interest on the principal amount outstanding.

Annual Report 2023 71


NOTES TO THE FINANCIAL STATEMENTS
For The Year Ended June 30, 2023

By default, all other financial assets are subsequently measured at FVTPL.

Classification of financial liabilities

The Company classifies its financial liabilities in the following categories:



- at fair value through profit or loss (“FVTPL”), or
- at amortised cost.

Financial liabilities are measured at amortised cost, unless these are required to be measured at FVTPL (such as
instruments held for trading or derivatives) or the Company has opted to measure these at FVTPL.

Subsequent measurement

i) Financial assets at FVTOCI

Elected investments in equity instruments at FVTOCI are initially recognized at fair value plus transaction
costs. Subsequently, these are measured at fair value, with gains or losses arising from changes in fair value
recognised in other comprehensive income.

ii) Financial assets and liabilities at amortised cost

Financial assets and liabilities at amortised cost are initially recognised at fair value, and subsequently carried
at amortised cost, and in the case of financial assets, less any impairment.

iii) Financial assets and liabilities at FVTPL

Financial assets and liabilities carried at FVTPL are initially recorded at fair value and transaction costs are
expensed in the statement of profit or loss and other comprehensive income. Realised and unrealised gains
and losses arising from changes in the fair value of the financial assets and liabilities held at FVTPL are
included in the statement of profit or loss and other comprehensive income in the period in which they arise.

Where management has opted to recognise a financial liability at FVTPL, any changes associated with the
Company’s own credit risk will be recognized in other comprehensive income. Currently, there are no financial
liabilities designated at FVTPL.

Impairment of financial asset

The Company recognises loss allowance for Expected Credit Loss (ECL) on financial assets measured at amortised
cost at an amount equal to life time ECLs except for the following, which are measured at 12 months ECLs:

- bank balances for whom credit risk (the risk of default occurring over the expected life of the financial
instrument) has not increased since the inception.

- employee receivables.

- other short term receivables that have not demonstrated any increase in credit risk since inception.

Loss allowance for trade receivables are always measured at an amount equal to life time ECLs.

The Company considers a financial asset in default when it is more than 90 days past due.

72
NOTES TO THE FINANCIAL STATEMENTS
For The Year Ended June 30, 2023

Life time ECLs are the ECLs that result from all possible default events over the expected life of a financial
instrument. 12 month ECLs are portion of ECLs that result from default events that are possible within 12 months
after the reporting date.

ECLs are a probability weighted estimate of credit losses. Credit losses are measured as the present value of all
cash shortfalls (i.e. the difference between cash flows due to the entity in accordance with the contract and cash
flows that the Company expects to receive).

The gross carrying amount of a financial asset is written off when the Company has no reasonable expectation of
recovering a financial asset in its entirety or a portion thereof.

Derecognition

i) Financial assets

The Company derecognises financial assets only when the contractual rights to cash flows from the financial
assets expire or when it transfers the financial assets and substantially all the associated risks and rewards of
ownership to another entity. On derecognition of a financial asset measured at amortised cost, the difference
between the asset’s carrying value and the sum of the consideration received and receivable is recognised
in profit or loss. In addition, on derecognition of an investment in a debt instrument classified as FVTOCI,
the cumulative gain or loss previously accumulated in the investments revaluation reserve is reclassified to
profit or loss. In contrast, on derecognition of an investment in equity instrument which the Company has
elected on initial recognition to measure at FVTOCI, the cumulative gain or loss previously accumulated in the
investments revaluation reserve is not reclassified to profit or loss, but is transferred to statement of changes
in equity.

ii) Financial liabilities

The Company derecognises financial liabilities only when its obligations under the financial liabilities are
discharged, cancelled or expired. The difference between the carrying amount of the financial liability
derecognised and the consideration paid and payable, including any non-cash assets transferred or liabilities
assumed, is recognised in the statement of profit or loss and other comprehensive income.

Off-setting of financial assets and liabilities

Financial assets and liabilities are off-set and the net amount is reported in the statement of financial position if the
Company has a legal right to set off the transaction and also intends either to settle on a net basis or to realise the
asset and settle the liability simultaneously.

2.13 Lease liability and right-of-use asset

At inception of a contract, the Company assesses whether a contract is, or contains, a lease based on whether
the contract conveys the right to control the use of an identified asset for a period of time in exchange for
consideration.

Annual Report 2023 73


NOTES TO THE FINANCIAL STATEMENTS
For The Year Ended June 30, 2023

The Company recognises a right-of-use asset and a lease liability at the lease commencement date. The right-of-
use asset is initially measured based on the initial amount of the lease liability adjusted for any lease payments
made at or before the commencement date, plus any initial direct costs incurred and an estimate of costs to
dismantle and remove the underlying asset or to restore the underlying asset or the site on which it is located,
less any lease incentives received. The right-of-use asset is depreciated on a straight-line method over the lease
term as this method most closely reflects the expected pattern of consumption of the future economic benefits.
The lease term includes periods covered by an option to extend if the Company is reasonably certain to exercise
that option. In addition, the right-of-use asset is periodically reduced by impairment losses, if any, and adjusted for
certain remeasurements of the lease liability.

The lease liability is initially measured at the present value of the lease payments that are not paid at the
commencement date, discounted using the interest rate implicit in the lease or, if that rate cannot be readily
determined, the Company’s incremental borrowing rate. The Company uses its incremental borrowing rate as the
discount rate.

The lease liability is subsequently measured at amortised cost using the effective interest method. It is remeasured
when there is a change in future lease payments arising from a change in fixed lease payments or an index
or rate, if there is a change in the Company’s estimate of the amount expected to be payable under a residual
value guarantee, or if the Company changes its assessment of whether it will exercise a purchase, extension or
termination option.

When the lease liability is remeasured in this way, a corresponding adjustment is made to the carrying amount
of the right-of-use asset, or is recorded in profit or loss if the carrying amount of the right-of-use asset has been
reduced to zero.

The Company has elected to apply the practical expedient not to recognise right-of-use assets and lease liabilities
for short term leases that have a lease term of 12 months or less and leases of low-value assets. The lease
payments associated with these leases is recognised as an expense on a straight line basis over the lease term.

2.14 Foreign currencies

Transactions in foreign currencies are recorded in Pak Rupee at the rates of exchange approximating those prevailing
at the date of transaction. Monetary assets and liabilities in foreign currencies are translated into Pak Rupee using
the exchange rates approximating those prevailing at the statement of financial position date. Exchange differences
are included in statement of profit or loss and other comprehensive income currently.

The financial statements are presented in Pak Rupee, which is the Company’s functional and presentation currency
and figures are rounded off to the nearest thousand of Rupee.

2.15 Income Tax

Current

Provision for current taxation is based on (i) minimum tax regime applicable to the Company based on tax withheld
at import stage and (ii) for normal income; tax calculated at the current rates of taxation in accordance with the
prevailing law for taxation. Management periodically evaluates positions taken in tax returns with respect to situations
in which applicable tax regulation is subject to interpretation and considers whether it is probable that the taxation
authority will accept an uncertain tax treatment. The Company measures its tax balances either based on the most
likely amount or the expected value, depending on which method provides a better prediction of the resolution of
the uncertainty. Current tax assets and tax liabilities are offset where the Company has a legally enforceable right
to offset and intends either to settle on a net basis, or to realise the asset and settle the liabilitiy.

74
NOTES TO THE FINANCIAL STATEMENTS
For The Year Ended June 30, 2023

Deferred

Deferred tax is accounted for using the statement of financial position liability method on all temporary differences
arising between tax base of assets and liabilities and their carrying amounts in the financial statements. Deferred
tax liability is generally recognised for all taxable temporary differences and deferred tax asset is recognised to
the extent that it is probable that future taxable profits will be available against which the deductible temporary
differences, unused tax losses and tax credits can be utilised. Deferred tax is charged to or credited in the statement
of profit or loss and other comprehensive income.

Deferred tax is determined at the tax rates that are expected to apply to the period when the asset is realised or the
liability is settled based on the tax rates enacted at the reporting date.

2.16 Employee benefits

Defined contribution plan

The Company operates a recognised provident fund scheme for its employees. Equal monthly contributions are
made, both by the Company and employees, to the fund at 10% of basic salary.

2.17 Trade and other payables

Trade and other payables are carried at cost which is the fair value of the consideration to be paid in future for goods
and services received.

2.18 Contract asset and contract liability

A contract asset is recognised for the Company’s right to consideration in exchange for goods or services that it
has transferred to a customer. If the Company performs by transferring goods or services to a customer before the
customer pays consideration or before payment is due, the Company presents the amount as a contract asset,
excluding any amounts presented as a receivable.

A contract liability is recognised for the Company’s obligation to transfer goods or services to a customer for which
the Company has received consideration (or an amount of consideration is due) from the customer. If a customer
pays consideration, or the Company has a right to an amount of consideration that is unconditional (i.e. a receivable),
before the Company transfers a good or service to the customer, the entity shall present the contract as a contract
liability when the payment is made or the payment is due (whichever is earlier).

2.19 Provisions

Provisions are recognised in the statement of financial position when the Company has a legal or constructive
obligation, as a result of past events, and it is probable that an outflow of resources will be required to settle the
obligation, and a reliable estimate can be made of the amount of obligation. However, the provisions are reviewed
at each reporting date and adjusted to reflect current best estimate.

2.20 Share Capital

Ordinary shares are classfied as equity and recognised at their face value. Incremental costs directly attributable to
the issue of new shares are shown in equity as a deduction, net of tax, if any.


Annual Report 2023 75


NOTES TO THE FINANCIAL STATEMENTS
For The Year Ended June 30, 2023

2.21 Earnings per share

The Company presents basic and diluted Earnings Per Share (EPS) data for its ordinary shares. Basic EPS is
calculated by dividing the profit after tax attributable to ordinary shareholders of the Company by the weighted
average number of ordinary shares outstanding during the year. Diluted EPS is determined by adjusting the profit
or loss attributable to ordinary shareholders and the weighted average number of ordinary shares outstanding for
the effects of all dilutive potential ordinary shares. However, the Company did not have any potential covertible
instrument which would have an effect on the earnings per share if the option to convert is exercised.

2.22 Contingent Liabilities

Contingent liability is disclosed when:

- there is a possible obligation that arises from past events and 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

- there is present 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.

2.23 Revenue recognition

Revenue from contracts with customers is recognised when the performance obligation is satisfied that is when
the control over the goods is transfered to the customer and consideration becomes unconditional. Revenue is
recognised as follows:

- Sales are recorded upon transfer of title to the customers, which generally coincides with physical delivery.

No element of financing is present as the sales are made with a credit term of upto 365 days, which is consistent
with the market practice.

2.24 Other income

Sale of fixed assets is recognised as income when risk and rewards of ownership are transferred.

Rent income is accounted on straight line basis or in accordance with the terms of the agreement.

2.25 Functional and presentational currency

These financial statements are presented in Pak Rupee which is the functional and presentational currency of the
Company. All amounts have been rounded off to nearest thousand rupees unless stated.

2.26 Dividend

Dividend distribution to shareholders is accounted for in the period in which the dividend is declared / approved.

2.27 Method of preparation of Statement of Cash Flows



The statement of cash flows is prepared using the indirect method.

76
NOTES TO THE FINANCIAL STATEMENTS
For The Year Ended June 30, 2023

3. FURNITURE AND EQUIPMENT

Operating assets - note 3.1 5,001 3,819



3.1 Operating assets

Particulars Office Furniture Total


equipment and
fittings
----------------------------- Rupees in ‘000 -----------------------------
Net carrying value basis
Year ended June 30, 2023

Opening net book value 3,819 - 3,819


Additions - at cost 2,746 85 2,831
Disposals - note 3.2
- Cost (275) - (275)
- Accumulated depreciation 101 - 101
(174) - (174)
Depreciation charge - note 3.3 (1,474) (1) (1,475)
Closing net book value 4,917 84 5,001

Gross carrying value basis
As at June 30, 2023
- Cost 12,255 85 12,340
- Accumulated depreciation (7,338) (1) (7,339)
Net book value 4,917 84 5,001

Net carrying value basis
Year ended June 30, 2022

Opening net book value 7,643 3,673 11,316


Additions - at cost 1,296 - 1,296
Disposals
- Cost (6,293) (5,003) (11,296)
- Accumulated depreciation 4,351 2,254 6,605
(1,942) (2,749) (4,691)
Depreciation charge - note 3.3 (2,676) (810) (3,486)
Write-offs
- Cost (2,003) (304) (2,307)
- Accumulated depreciation 1,501 190 1,691
(502) (114) (616)
Closing net book value 3,819 - 3,819

Gross carrying value basis
As at June 30, 2022
- Cost 9,784 - 9,784
- Accumulated depreciation (5,965) - (5,965)

Net book value 3,819 - 3,819

Depreciation rates 10% - 33% 10% - 20%

Annual Report 2023 77


NOTES TO THE FINANCIAL STATEMENTS
For The Year Ended June 30, 2023

3.2 No item of furniture and equipment having net book value in excess of Rs. 500,000 each was disposed off during
the year.

3.3 Depreciation for the year has been allocated as follows:

Marketing and distribution expenses - note 24 596 528


Administrative and general expenses - note 25 879 2,958
1,475 3,486

4. RIGHT-OF-USE ASSET

Opening balance 8,601 11,812


Depreciation for the year - note 25 (3,214) (3,211)
Closing balance - note 4.1 5,387 8,601

Useful life in years 5 5

4.1 This represents the right-of-use on rented property i.e. the head office of the Company obtained from the Holding
Company, situated at One IBL Centre, 2nd floor, Plot No.1, Block 7 & 8, D.M.C.H.S., Tipu Sultan Road off., Shahrah-
e-Faisal, Karachi.

5. INVESTMENT PROPERTIES

Operating assets - at cost - note 5.1 576,360 576,360

5.1 Operating assets

Balance at beginning of the year 576,360 572,860


Capitalised subsequent expenditure - 3,500
Balance at end of the year 576,360 576,360

5.2 The valuations of investment properties have been carried out by M/s. PEE DEE & Associates, an independent
valuer engaged by the Company as at June 30, 2023. Market value of these investment properties as assesed by
the valuer as at June 30, 2023 is Rs. 1,730.40 million (2022: Rs. 1,592.40 million) (Level 2 inputs).

The forced sale value of the above properties as at June 30, 2023 is Rs. 1,384.32 million (2022: Rs. 1,273.92 million).

5.3 Particulars of immovable properties (i.e. land) in the name of Company are as follows:

Location Total Area


Square yards

i) Plot no 24/3, Block 7 & 8, Delhi Mercantile Muslim 754


Co-operative Housing Society, Karachi

ii) Plot no 24/4A, Block 7 & 8, Delhi Mercantile Muslim 1,004
Co-operative Housing Society, Karachi

iii) Plot No.24/4 Block 7 & 8, Delhi Mercantile Muslim 502
Co-operative Housing Society, Karachi (First plot)

iv) Plot No.24/4 Block 7 & 8, Delhi Mercantile Muslim 502
Co-operative Housing Society, Karachi (Second plot)

78
NOTES TO THE FINANCIAL STATEMENTS
For The Year Ended June 30, 2023

5.4 Properties mentioned in 5.3 (i) and part of (ii) has been rented to United Retail (Private) Limited, an associated
company in consideration for monthly rentals. The rental income in respect of these properties amounted to Rs.
1.16 million (2022: Rs. 8.12 million) has been recognized in profit or loss and included in note 23.

5.5 Properties mentioned in 5.3 (iv), (iii) and remaining part of (ii) has been rented to Universal Retail (Private) Limited,
an associated company in consideration for monthly rentals. The rental income in respect of these properties
amounted to Rs. 1.27 million (2022: Nil) has been recognized in profit or loss and included in note 23.

5.6 Pursuant to the ‘Supply, Marketing and Distribution Agreement’, as amended, entered with The Searle Company
Limited (TSCL), Holding Company, to acquire certain products from TSCL, the Company has mortgaged, immovable
properties mentioned in 5.3 (i), (ii) and (iii) above having carrying value of Rs. 378.27 million (2022: 378.27 million)
and market value of Rs. 1,455.40 million (2022: 1,342.40 million), with a financial institution on behalf of TSCL.

6. INTANGIBLE ASSETS

Operating intangible assets - note 6.1 4,840 7,310

6.1 Operating intangible assets

Computer Software Distribution Total


Software License Rights
-------------------------------------- Rupees in ‘000 --------------------------------------
Year ended 30 June 2023
Opening net book value 3,978 182 3,150 7,310
Additions during the year 308 - - 308
Amortisation - note 6.2 (897) (81) (1,800) (2,778)

Closing net book value 3,389 101 1,350 4,840

At 30 June 2023
Cost 7,187 554 9,000 16,741
Accumulated amortisation (3,798) (453) (7,650) (11,901)

Net book value 3,389 101 1,350 4,840

Year ended 30 June 2022


Opening net book value 4,780 263 4,950 9,993
Additions during the year - - - -
Amortisation - note 6.2 (802) (81) (1,800) (2,683)

Closing net book value 3,978 182 3,150 7,310

At 30 June 2022
Cost 6,879 554 9,000 16,433
Accumulated amortisation (2,901) (372) (5,850) (9,123)

Net book value 3,978 182 3,150 7,310



Amortisation rates 10% - 20% 20% 20%

Annual Report 2023 79


NOTES TO THE FINANCIAL STATEMENTS
For The Year Ended June 30, 2023

6.2 Amortization for the year has been allocated as follows:



Marketing and distribution expenses - note 24 1,937 1,842
Administrative and general expenses - note 25 841 841
2,778 2,683

7. INVENTORIES

Inventory in hand - note 7.1 914,978 679,327


Inventory in transit 278,331 294,144
1,193,309 973,471
Provision for slow moving inventory - note 7.2 (2,084) -
1,191,225 973,471

7.1 Inventories include Rs. 10.58 million (2022: Rs. 20.43 million) held with third party.

7.2Provision for slow moving inventory



Opening balance - -
Charge for the year 5,765 4,145
5,765 4,145
Written-off during the year (3,681) (4,145)
Closing balance 2,084 -

8. TRADE AND OTHER RECEIVABLES

Trade receivables - note 8.1 1,313,113 1,098,063
Other receivables - note 8.2 48,995 20,660
1,362,108 1,118,723

8.1
Trade receivables - unsecured

Considered good
Due from related parties - notes 8.1.1, 8.1.2 and 8.1.3 895,264 710,304
Others 417,849 387,759
1,313,113 1,098,063
Considered doubtful 16,967 16,967
1,330,080 1,115,030
Less: Provision for doubtful receivables - note 8.1.4 (16,967) (16,967)
1,313,113 1,098,063

8.1.1 As at June 30, due from related parties of the Company are as follows:

IBL Operations (Private) Limited (an associated company) 850,003 667,749


The Searle Company Limited (the Holding Company) 2,812 1,421
United Brands Limited (an associated company) 42,201 41,134
Searle Pakistan Limited (an associated company) 200 -
United Retail (Private) Limited (an associated company) 48 -
895,264 710,304


80
NOTES TO THE FINANCIAL STATEMENTS
For The Year Ended June 30, 2023

8.1.2 The maximum aggregate amount due from related parties at the end of any month during the year is Rs. 984.60
million (2022: Rs. 763.16 million).

8.1.3 As at June 30, the age analysis of trade receivables from


related parties is as follows:

Not yet due 743,790 681,656
Past due but not yet impaired
- 0 to 30 days 139,454 5,258
- 31 to 60 days 1,509 1,849
- 61 to 90 days 6,182 2,250
- above 90 days 4,329 19,291
895,264 710,304

8.1.4 Provision for doubtful receivables

Opening balance 16,967 8,317


Provision made during the year - 8,650
Closing balance 16,967 16,967

8.1.5 The ageing of trade receivables at reporting date was as follows:


2023 2022
Amount Provision Amount Provision
due held due held
-------------------------------------- Rupees in ‘000 --------------------------------------
Not yet due 974,122 - 824,379 -
- 0 to 30 days 181,664 1,602 56,103 1,602
- 31 to 60 days 27,075 747 28,757 747
- 61 to 90 days 26,569 256 38,953 256
- above 90 days 120,650 14,362 166,838 14,362
1,330,080 16,967 1,115,030 16,967

8.2 Other receivables

Due from related party - notes 8.2.1, 8.2.2 and 8.2.3 7,304 3,840
Claims receivable from suppliers - note 8.2.4 41,691 16,424
Others - 396
48,995 20,660

8.2.1 As at June 30, due from related parties of the Company is as follows:

The Searle Company Limited (the Holding Company) 4,901 1,283


United Retail (Private) Limited (an associated company) 1,139 434
Universal Retails (Private) Limited (an associated company) 1,264 -
Searle Pakistan Limited (an associated company) - 2,123
7,304 3,840

Annual Report 2023 81


NOTES TO THE FINANCIAL STATEMENTS
For The Year Ended June 30, 2023

8.2.2 The maximum aggregate amount due at the end of any month during the year is Rs. 8.24 million (2022: Rs. 11.42
million).

8.2.3 As at June 30, the age analysis of other receivables from related parties is as follows:

Past due but not yet impaired

- 0 to 30 days 2,973 -
- 31 to 60 days 1,139 -
- 61 to 90 days - 784
- 91 to 365 days 2,842 3,056
- older than 365 days 350 -
7,304 3,840

8.2.4 These represent amounts claimed from Nestle Health Sciences and Reckitt Benckiser in respect of certain
claimable expenses related to trade.

9. LOANS, ADVANCES, DEPOSITS AND PREPAYMENTS

Short term deposits 9.1 31,927 32,865


Prepayments 1,195 517
Advances 9.2 243,362 103,672
276,484 137,054

9.1 The amount represents following:



- Trade deposits 9.3 30,689 31,617
- Other deposits 9.3 1,238 1,248
31,927 32,865

9.2 The amount represents following:

Secured
- To employees - note 9.2.1 4,401 1,209

Unsecured
- To suppliers - note 9.2.2 181,365 33,520
- Against imports - note 9.2.3 53,886 65,233
- Others 3,710 3,710
243,362 103,672

9.2.1 Reconciliation of carrying amount of advances to employees:



Balance at beginning of the year 1,209 1,503
Disbursements 15,691 8,931
Repayments (12,499) (9,225)
Balance at end of the year 4,401 1,209

82
NOTES TO THE FINANCIAL STATEMENTS
For The Year Ended June 30, 2023

9.2.2 These include advance to The Searle Company Limited, the Holding Company, amounting to Rs. 63.36 million
(2022: Rs. 6.20 million).

9.2.3 These include Rs. 35.42 million (2022: Rs. 53.90 million) being 100% cash margin on import of specified items
kept with commercial banks in accordance with the requirements of Circular No. 02 of 2017 of Banking Policy &
Regulations Department, State Bank of Pakistan.

9.3 These deposits do not carry mark-up.

10.
CASH AND BANK BALANCES

Cash at bank
Conventional
- on current accounts 55,838 47,923
Islamic
- on current accounts 39,909 13,871
Cash in hand 76 49
Cheques in hand - 42,279
95,823 104,122

11. SHARE CAPITAL

Authorised share capital

2023 2022 2023 2022


105,000,000 75,000,000 Ordinary shares of Rs. 10 each -note 11.2 1,050,000 750,000

Issued, subscribed and paid up share capital

2023 2022 2023 2022



22,990,000 22,990,000 Shares alloted for consideration 229,900 229,900
paid in cash

48,405,638 41,915,126 Shares allotted as bonus shares 484,056 419,151
71,395,638 64,905,126 713,956 649,051

11.1 MOVEMENT IN ISSUED, SUBSCRIBED AND PAID-UP SHARE CAPITAL

2023 2022 2023 2022

64,905,126 54,087,605 Ordinary shares outstanding 649,051 540,876


6,490,512 10,817,521 Shares allotted as bonus shares 64,905 108,175
71,395,638 64,905,126 713,956 649,051

11.2 The Company in its extraordinary general meeting held on June 08, 2023 increased its authorised share capital for
ordinary shares from Rs. 750,000,000 divided into 75,000,000 ordinary shares to Rs. 1,050,000,000 divided into
105,000,000 ordinary shares of Rs. 10 each.

Annual Report 2023 83


NOTES TO THE FINANCIAL STATEMENTS
For The Year Ended June 30, 2023

11.3 On September 29, 2022, the Board of Directors recommended the issuance of bonus shares in the ratio of 10
shares for every 100 shares held which was duly approved in Annual General Meeting on October 28, 2022.

11.4 All ordinary shares rank equally with regard to the Company’s residual assets. Holders of these shares are entiltled
to dividends as declared from time to time and are entiltled to one vote per share at general meetings of the
Company.

12. This reserve can be utilised by the Company only in accordance with section 81 of the Companies Act, 2017.

13. LONG-TERM FINANCE – SECURED

The movement of long-term financeduring the year is as follows:

Balance at beginning of the year 9,729 27,871


Interest expense including impact of unwinding 101 1,954
Repayments (9,830) (20,096)
Less: Current portion shown under
current liabilities - (9,729)
- -

13.1 This represented loan obtained under the State Bank of Pakistan’s Refinance Scheme ‘Payment of Wages and
Salaries to the Workers and Employees of Business Concerns’ through Islamic financing. It carried mark-up at the
rate of 3% per annum and was repayable in 8 equal quarterly installments, starting from January 2021. The loan
was secured by way of first pari passu hypothecation general charge over present and future current assets of the
Company with 25% margin.

14. DEFERRED INCOME - GOVERNMENT GRANT

Balance at beginning of the year 63 927


Government grant recognised in income (63) (864)
- 63
Less: Current portion of deferred income -
Government grant - (63)
- -

This represented benefit obtained under SBP’s Refinance Scheme for Payment of Wages and Salaries to Workers
and Employees of Business Concerns’ at concessionary rates. According to the condition of the SBP scheme, the
Company was prohibited from laying-off employees for a period of three months from the date of loan.

15. LEASE LIABILITY

Opening balance 10,297 12,880


Unwinding of finance cost 757 1,003
Lease rentals paid (3,974) (3,586)
7,080 10,297
Less: Current portion of lease liabilities (3,952) (3,217)
Long term portion of lease liabilities 3,128 7,080

84
NOTES TO THE FINANCIAL STATEMENTS
For The Year Ended June 30, 2023

15.1 Lease Liability


2023 2022
Principal Financial Minimum Principal Financial Minimum
Outstanding charge for lease Outstanding charge for lease
future payments future payments

Not later than one year 3,952 455 4,407 3,217 758 3,975

Later than one year
but not later than five years 3,128 103 3,231 7,080 558 7,638
7,080 558 7,638 10,297 1,316 11,613

15.2 Finance charge at rate of 8.53% (2022: 8.53%) per annum has been used for discounting factor.

16. TRADE AND OTHER PAYABLES



Creditors 720,393 474,143
Accrued liabilities 32,648 50,678
Due to related parties - note 16.1 307,253 137,385
Accrued mark-up 15,386 9,098
Current portion of deferred income - Government grant - 63
Payable to employees’ provident fund - note 16.2 1,837 1,637
Workers’ Welfare Fund - 9,395
Withholding tax payable 6,152 22,132
Security deposits - note 16.3 500 500
Other payables 14,420 8,452
1,098,589 713,483

16.1 As at June 30, due to related parties of the Company are as follows:

International Brands (Private) Limited (the Ultimate Parent Company) 22,652 36


The Searle Company Limited (the Holding Company) 236,125 129,543
Searle Pakistan Limited (an Associated company) 28,412 -
United Brands Limited (an Associated Company) 11,527 7,806
IBL Logistics (Private) Limited (an Associated Company) 5,852 -
IBL Operations (Private) Limited (an Associated Company) 1,282 -
Searle BioSciences (Private) Limited (an Associated Company) 1,403 -
307,253 137,385

16.2 The investments in collective investment schemes, listed equity and listed debt securities out of the provident fund
have been made in accordance with the provision of section 218 of the Companies Act, 2017 and Employees
Provident Fund (Investment in Listed Securities) Rules, 2016 and the conditions specified thereunder.

16.3 These represent interest free deposits from customers and are repayable on demand. These have been kept in a
separate bank account in accordance with the requirements of section 217 of the Companies Act, 2017.

Annual Report 2023 85


NOTES TO THE FINANCIAL STATEMENTS
For The Year Ended June 30, 2023

17. ADVANCE FROM CUSTOMERS



Advance received from customers is recognised as revenue
when the perfomance obligation in accordance with the policy
as described in note - 2.23 is satisfied.

Balance at beginning of the year 67,270 67,880


Advance received during the year 233,615 194,211
Revenue recognised during the year (271,815) (194,821)
Balance at end of the year 29,070 67,270

18. SHORT TERM BORROWINGS



Islamic finances - note 18.1 290,565 247,139

18.1 The Company obtained running musharakah facilities from commercial banks amounting to Rs. 339 million
(2022: Rs. 300 million) out of which the amount unavailed at the year end was Rs. 48.44 million (2022: Rs. 52.86
million). Rates of profit range from one month KIBOR plus 1% (2022: one month KIBOR plus 1%) to three months
KIBOR plus 1.5% (2022: three month KIBOR plus 1.5%) per annum. These facilities have been secured by way of
hypothecation of first pari passu charge over present and future current assets amounting to Rs. 400 million.

19. UNPAID DIVIDEND

Unpaid dividend in respect of dividend withheld due to non-compliance of certain legal / regulatory requirements by
the shareholders.

20. CONTINGENCIES AND COMMITMENTS



20.1 Contingencies

20.1.1 On September 14, 2015, the Company filed a suit for declaration and permanent injunction before the High Court
of Sindh challenging the vires of Section 5A of the Income Tax Ordinance, 2001 inserted through Section 5(3) of the
Finance Act, 2015 whereby income tax was imposed @ 10% on the reserves of the Company where the reserves
exceeded the amount of paid-up capital. The Court passed ad-interim orders restraining the defendants from taking
any coercive action as prayed. Issues have been framed and the matter is at the stage of arguments.

20.1.2 On November 10, 2020, the Company filed a suit before the High Court of Sindh challenging the refusal by the
Customs Authorities of exemption on the dietary food for medical purposes being imported by the Company from
Nestle Health Sciences GmbH, Deutschland (Germany). The Court has restrained the Custom Authorities from
disallowing exemption to the Company till the hearing of injunction application. The exposure of the Company on
account of Custom Duties is Rs. 150.16 million. The management believes that the likelihood of liability is low and
based on the advice of legal consultant, no provision is required.

20.1.3 On November 23, 2020, the Company filed a suit before the High Court of Sindh challenging the refusal by the
Customs Authorities of exemption on the dietary food for medical purposes being imported by the Company from
Mead Johnson Nutrition (Thailand). The Court has restrained the Custom Authorities from disallowing exemption to
the Company till the hearing of injunction application. The exposure of the Company on account of Custom Duties
is Rs. 30.71 million. The management believes that the likelihood of liability is low and based on the advice of legal
consultant, no provision is required.

86
NOTES TO THE FINANCIAL STATEMENTS
For The Year Ended June 30, 2023

20.1.4 As per section 4C of Income Tax Ordinance, 2001 introduced through Finance Act, 2022 IBL HealthCare Limited
was liable to pay tax at the rate of 4% on the taxable income. The Company challenged the imposition of super tax
in Sindh High Court and the Sindh High Court declared the imposition of super tax as inapplicable in tax year 2022.
However, following the order of the Supreme Court of Pakistan, the Sindh High Court ordered the encashment of
cheque of 4% deposited with the nazir of the Sindh High Court. Presently the matter is pending adjudication before
the Supreme Court. Based on the advice of the legal advisor of the Company, the Company expects favorable
outcome of the case. The Company’s super tax for the tax year 2022 amounts to Rs. 19.78 million.

20.2 Commitments

The facility for opening letter of credit and gurantee as at June 30, 2023 amounted to Rs. 550 million (2022: Rs.
640 million) and Rs. 20 million (2022: Rs. 20 million) of which the amount remaining unutilised at the end of year
was Rs. 306.84 million (2022: Rs. 149.47 million) and Rs. 7.34 million (2022: Rs. 13.23 million) respectively.

21. REVENUE FROM CONTRACTS WITH CUSTOMERS

Gross revenue - note 21.1 5,054,567 4,498,211
Less: Sales tax (423,625) (288,716)
4,630,942 4,209,495
Less:
Trade discount and claims (455,178) (465,760)
Sales returns (147,890) (92,610)
(603,068) (558,370)
4,027,874 3,651,125

21.1 Revenue includes sales to IBL Operations (Private) Limited (an associated company) and United Brands Limited
(an associated company) amounting to Rs. 2,254.71 million (2022: Rs. 2,089.91 million) and Rs. 63.13 million
(2022: Rs. 75.21 million) respectively.

21.2 These financial statements do not include disclosures relating to IFRS 8 “Operating Segments” as the Company is
considered to be a single operating segment.

21.3 Management considers that revenue from its ordinary activities are shariah compliant.

22. COST OF SALES

Opening inventory 973,471 708,379


Add: Purchases 2,928,477 2,684,400
3,901,948 3,392,779

Less:
Cost of samples (17,531) (20,275)
Inventory written-off (5,765) (4,145)
Closing inventory (1,191,225) (973,471)
(1,214,521) (997,891)
2,687,427 2,394,888

Annual Report 2023 87


NOTES TO THE FINANCIAL STATEMENTS
For The Year Ended June 30, 2023

23. OTHER INCOME / (LOSS)

Loss from financial assets


Exchange loss - net (109,570) (72,834)
Income recognised on Government grant 63 864
(109,507) (71,970)
Income from non-financial assets
Rental income from investment property 2,426 8,156
Recovery against claims from suppliers 11,000 -
Others 1,573 2,407
Gain on disposal of furniture and equipment 9 1,918
Reversal for provision of Workers’ Welfare Fund 9,395 -
Write-off of furniture and equipment - (616)
24,403 11,865
(85,104) (60,105)

24. MARKETING AND DISTRIBUTION EXPENSES



Salaries, wages and benefits - note 24.1 282,284 254,164
Sales promotion and marketing expense 163,491 165,774
Cartage and freight 49,365 41,668
Travelling 35,120 37,032
Provision for inventory write-off 5,765 4,145
Depreciation 596 528
Amortisation 1,937 1,842
Rent, rates and taxes 29,521 23,916
Vehicle running expenses 41,661 28,544
Utilities and communication 3,636 3,916
Printing and stationery 1,551 1,231
Insurance 2,849 3,121
Repairs and maintenance 1,972 1,373
Fee and subscription 4,351 7,912
Security charges - 253
Training 505 382
Others 6,646 6,348
631,250 582,149

24.1 Salaries, wages and other benefits include contributions to contributory provident fund of Rs. 7.99 million (2022: Rs.
7.19 million).

88
NOTES TO THE FINANCIAL STATEMENTS
For The Year Ended June 30, 2023

25. ADMINISTRATIVE AND GENERAL EXPENSES



Salaries, wages and benefits - note 25.1 39,696 42,740
Charge of loss allowance on trade debts - note 8.1.4 - 8,650
Travelling 2,253 546
Depreciation 879 2,958
Depreciation on right-of-use asset 3,214 3,211
Amortisation 841 841
Vehicle running expenses 2,655 2,530
Utilities and communication 1,349 803
Auditors’ remuneration - note 25.2 4,525 2,750
Donations - note 25.3 200 551
Legal and professional charges 3,080 1,505
Printing and stationery 1,461 2,759
Insurance 258 555
Fee and subscription 9,892 6,277
Repairs and maintenance 5,481 3,401
Training 66 -
Corporate services charged by the Ultimate Parent Company 21,000 21,000
Others 2,671 2,320
99,521 103,397

25.1 Salaries, wages and other benefits include contributions to contributory provident fund of Rs. 1.14 million (2022: Rs.
1.34 million).

25.2 Auditors’ remuneration

Audit services
- Statutory audit fee 1,300 1,150
- Half yearly review 750 550
- Out of pocket expenses 200 150
2,250 1,850
Non-audit services
- Certifications for regulatory purposes 550 300
- Tax advisory service 1,725 600
2,275 900
4,525 2,750

25.3 This represents donation made to Fatimid Foundation. The directors or their spouses had no interest in the donee.

Annual Report 2023 89


NOTES TO THE FINANCIAL STATEMENTS
For The Year Ended June 30, 2023

26. FINANCE COSTS

Bank charges 1,599 1,621


Finance lease charges 757 1,003
Mark-up expense and unwinding
on long-term finance 101 1,954
Mark-up on Islamic finances 63,282 22,738
65,739 27,316

27. INCOME TAX EXPENSE

Current tax expense - note 27.1


- for the year 170,682 162,598
- prior year - note 27.2 (20,812) 17,813
149,870 180,411

27.1 Relationship between tax expense and accounting profit



Accounting profit before tax 458,833 483,270
Tax at the applicable rate of 29% (2022: 29%) 133,062 140,148
Effect of minimum tax - 1,463
Effect of prior year charge (20,812) 17,813
Effect of super tax charge 36,904 -
Others 716 20,987
Income tax expense for the year 149,870 180,411

Effective rate (% age) 33% 37%

27.2 This includes the reversal of provision of super tax recorded for the tax year 2022. The matter is pending adjudication
before the Supreme Court of Pakistan - refer note 20.1.4.

28. BASIC AND DILUTED EARNINGS PER SHARE


(Restated)
Profit after taxation attributable to
ordinary shareholders (Rupees in ‘000) 308,963 302,859

Weighted average number of outstanding shares


at the end of year (in thousand) 71,396 71,396

Earnings per share - Basic (Rupees) 4.33 4.24

28.1 Diluted earnings per share has not been presented as the Company did not have any convertible instruments in
issue as at June 30, 2023 and 2022 which would have any effect on the earnings per share if the option to convert
is exercised.

90
NOTES TO THE FINANCIAL STATEMENTS
For The Year Ended June 30, 2023

29. CASH GENERATED FROM OPERATIONS



Profit for the year 458,833 483,270

Adjustments for non-cash income and expenses:


Depreciation of furniture and equipment 1,475 3,486
Depreciation of right-of-use asset 3,214 3,211
Amortisation of intangible assets 2,778 2,683
Finance costs 1,599 1,621
Finance lease charges 757 1,003
Mark-up on Islamic finances 63,383 24,692
Gain on disposal of furniture and equipment (9) (1,918)
73,197 34,778
532,030 518,048
Changes in working capital:

(Increase) / decrease in current assets:


Inventories (217,754) (265,092)
Trade and other receivables (243,385) (261,199)
Loans, advances, deposits and prepayments. (139,430) 21,545
Refunds due from Government - sales tax (23,661) -
(624,230) (504,746)
Increase / (decrease) in current liabilities:
Trade and other payables 378,818 220,648
Advance from customers (38,200) (610)
248,418 233,340

30. CASH AND CASH EQUIVALENTS



Cash at bank in current accounts - note 10 95,747 61,794
Cash in hand - note 10 76 49
Cheques in hand - note 10 - 42,279
Short term borrowings - note 18 (290,565) (247,139)
(194,742) (143,017)

31. FINANCIAL INSTRUMENTS AND RELATED DISCLOSURES



31.1 The Company’s activities expose it to variety of financial risks namely market risks (including interest rate risk,
currency risk and other price risk), credit risk and liquidity risk. The Company’s overall risk management programme
focuses on having cost effective funding as well as manage financial risk to minimise earnings volatility and provide
maximum return to shareholders.

Annual Report 2023 91


NOTES TO THE FINANCIAL STATEMENTS
For The Year Ended June 30, 2023

31.2 Financial assets and liabilities by category and their respective maturities

Interest / Non-interest /
Mark up bearing Non-mark up bearing
Maturity Maturity Maturity Maturity
upto one after one Sub-total upto one after one Sub-total Total
year year year year
---------------------------------------------------------------------------- (Rupees) -------------------------------------------------------------------
FINANCIAL ASSETS

At amortised cost
Short-term deposits, loans
and advances - - - 31,927 - 31,927 31,927
Trade and other receivables - - - 1,362,108 - 1,362,108 1,362,108
Cash and bank balances - - - 95,823 - 95,823 95,823

2023 - - - 1,489,858 - 1,489,858 1,489,858
2022 - - - 1,255,710 - 1,255,710 1,255,710

FINANCIAL LIABILITIES

At amortised cost
Long-term finance - - - - - - -
Lease liability 3,952 3,128 7,080 - - - 7,080
Trade and other payables - - - 1,090,600 - 1,090,600 1,090,600
Short term borrowings 290,565 - 290,565 - - - 290,565
Unclaimed dividend - - - 7,107 - 7,107 7,107
Unpaid dividend - - - 14,192 - 14,192 14,192

2023 294,517 3,128 297,645 1,111,899 - 1,111,899 1,409,543
2022 260,085 7,080 267,165 698,782 - 698,782 965,947

Off balance sheet items



Letters of credit 2023
243,159
2022
490,534

(a) Market risks in market prices, such as foreign exchange rates, interest rates and equity prices that will affect the
Company’s income or the value of its holding of financial instruments. The objective of market risk managment
is to manage and control market risk exposures within acceptable parameters, while optimising the return. The
Company is exposed to price risk, currency risk and interest rate risk only.

(i) Interest rate risk

Interest rate risk is the risk that the value or cash flows of a financial instrument will fluctuate due to changes
in the market interest rates.

At June 30, 2023, the Company had variable interest bearing net financial liabilities of Rs. 290.56 million, and
had the interest rate varied by 200 basis points with all other variables held constant, profit before income tax
for the year would have been lower / higher by Rs. 5.81 million (2022: 4.94 million) mainly as a result of lower
/ higher interest income on floating rate loans.

92
NOTES TO THE FINANCIAL STATEMENTS
For The Year Ended June 30, 2023

(ii) Currency risk

Currency risk is the risk that the fair value or future cash flow of the financial instruments, will fluctuate because
of changes in foreign currency rates. Foreign currency risk arises mainly where receivables and payables exist
due to foreign currency transactions. The Company is exposed to currency risk on payables in respect of
imported inventory denominated in US Dollar (USD). The total foreign currency risk exposure as at June 30,
2023 is Rs. 705.01 million (2022: Rs. 466.36 million).

As at June 30, 2023, if the Pak Rupee had weakened / strengthened by 4% against US Dollar with all other
variables held constant, profit before tax for the year would have been lower / higher by Rs. 28.20 million (2022:
Rs. 18.65 million), as a result of foreign exchange losses / gains on translation of US Dollar denominated trade
and other payables.

As at June 30, 2023, if the Pak Rupee had weakened / strengthened by 4% against GBP with all other
variables held constant, profit before tax for the year would have been lower / higher by Rs. Nil million (2022:
Rs. Nil million), as a result of foreign exchange losses / gains on translation of GBP denominated trade and
other payables.

The sensitivity of foreign exchange rate looks at the outstanding foreign exchange balances of the Company
only as at the statement of financial position date and assumes this is the position for the year. The volatility
percentages for movement in foreign exchange rates have been used due to the fact that historically (five
years) rates have moved on average basis by the mentioned percentage per annum.

(iii) Price risk

Price risk is the risk that the fair value or future cash flows from a financial instrument will fluctuate due to
changes in market prices (other than those arising from interest rate risk or curreny risk), whether those
changes are caused by factors specific to the individual financial instrument or its issuer, or factors affecting all
similar financial instruments traded in the market. The Company has no exposure to price risk.

(b) Credit risk

Credit risk represents the accounting loss that would be recognised at the reporting date if counter parties
failed to perform as contracted. The maximum exposure to credit risk is equal to the carrying amount of
financial assets. The Company believes that it is not exposed to major concentration of credit risk as the
exposure is spread over a number of counter parties.

As at June 30, 2023 trade receivables of Rs. 289.09 million (2022: Rs. 228.95 million) were past due but not
impaired. The carrying amount of trade receivables relate to number of independent customers for whom
there is no history of default.

Deposits, loans, advances and other receivables are not exposed to any material credit risk.

The bank balances represent low credit risk as these are placed with banks having good credit rating assigned
by credit rating agencies. Following are the credit ratings of banks with which balances are held or credit lines
available.

Annual Report 2023 93


NOTES TO THE FINANCIAL STATEMENTS
For The Year Ended June 30, 2023

Bank Rating Rating


Agency Short term Long term

Habib Bank Limited VIS A1+ AAA 41,496 9,394


Soneri Bank Limited PACRA A1+ AA- 24,118 44,953
Meezan Bank Limited VIS A1+ AAA 15,331 -
Bank Alfalah PACRA A1+ AA+ 5,215 -
Al Baraka Bank (Pakistan)
Limited VIS A1 A+ 4,928 4,083
Summit Bank Limited VIS A3 BBB- 1,296 1,296
National Bank of Pakistan PACRA A1+ AAA 699 372
Habib Metropolitan Bank
Limited PACRA A1+ AA+ 617 500
Dubai Islamic Bank VIS A1+ AA 601 -
Standard Chartered Bank
(Pakistan) Limited PACRA A1+ AAA 538 203
Mobilink Microfinance Bank
Limited PACRA A1 A - 536
Central Depository Company 908 457
95,747 61,794
(c) Liquidity risk

Liquidity risk is the risk that an entity will encounter difficulties in meeting obligations associated with financial
liabilities. Prudent liquidity risk management implies maintaining sufficient cash, the availability of funding
through an adequate amount of committed credit facilities and the ability to close out market positions.

The Company’s liquidity management involves projecting cash flows and considering the level of liquid assets
necessary to meet these monitoring statement of financial position liquidity ratios against internal and external
regulatory requirements and maintaining debt financing plans. The following are the contractual maturities of
financial liabilities, including interest payments and excluding the impact of netting agreements:

2023
Carrying Contractual Six months Six to twelve One to
amount cash flows or less months five years
------------------------------------------------------- Rupees in ‘000 --------------------------------------------------------
Financial liabilities
Long-term finance - secured - - - - -
Lease liability 7,080 (7,638) (2,152) (2,255) (3,231)
Short-term borrowings 290,565 (290,565) (290,565) - -
Trade and other payables 1,090,600 (1,090,600) (1,090,600) - -
Unclaimed dividend 7,107 (7,107) (7,107) - -
Unpaid dividend 14,192 (14,192) (14,192) - -
1,409,543 (1,410,102) (1,404,616) (2,255) (3,231)

94
NOTES TO THE FINANCIAL STATEMENTS
For The Year Ended June 30, 2023

2022
Carrying Contractual Six months Six to twelve One to
amount cash flows or less months five years
------------------------------------------------------- Rupees in ‘000 --------------------------------------------------------
Financial liabilities
Long-term finance - secured 9,729 (9,829) (9,829) - -
Lease liability 10,297 (11,613) (2,009) (1,966) (7,638)
Short-term borrowings 247,139 (247,139) (247,139) - -
Trade and other payables 680,256 (680,256) (680,256) - -
Unclaimed dividend 7,108 (7,108) (7,108) - -
Unpaid dividend 11,418 (11,418) (11,418) - -
965,947 (967,363) (957,759) (1,966) (7,638)

The contractual cash flows relating to the above financial liabilities have been determined on the basis of
mark-up rate effective as at June 30. The rate of mark-up has been disclosed in respective notes to these
financial statements.

(d) Fair value of financial instruments

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly
transaction in the principal (or most advantageous) market at the measurement date under current market
conditions (i.e. an exit price) regardless of whether that price is directly observable or estimated using another
valuation technique.

As at June 30, 2023, all financial assets and financial liabilities are carried at amortised cost.

The carrying value of all financial assets and liabilities reflected in these financial statements approximate
their fair values. The Company classifies fair value measurements using a fair value hierarchy that reflects
the significance of the inputs used in making the measurements. The fair value hierarchy has the following
levels:

a) Quoted prices (unadjusted) in active markets for identical assets or liabilities (level 1).

b) Inputs other than quoted prices included within level 1 that are observable for the asset or liability,
either directly (that is, as prices) or indirectly (that is, derived from prices) (level 2).

c) Inputs for the asset or liability that are not based on observable market data (that is, unobservable
inputs) (level 3).


The Company recognises transfers between levels of the fair value hierarchy at the end of the reporting period
during which the transfer has occurred.

The Company’s policy for determining when transfers between levels in the hierarchy have occurred includes
monitoring of the following factors:

- changes in market and trading activity (e.g. significant increases / decreases in activity).

- changes in inputs used in valuation techniques (e.g. inputs becoming / ceasing to be observable in the market).

Annual Report 2023 95


NOTES TO THE FINANCIAL STATEMENTS
For The Year Ended June 30, 2023

There were no financial instruments classifiable under level 1, 2 or 3 of the fair value hierarchy during the year.
However, determination of fair value of investment properties for disclosure purposes has been made under level 2.

31.3 Capital Risk Management

The Company’s objectives when managing capital are to safeguard the Company’s ability to continue as a going
concern in order to provide returns for shareholders and benefit for other stakeholders and to maintain an optimal
capital structure to reduce the cost of capital.

The debt to capital ratios as at June 30, 2023 and 2022 were as follows:

Short term borrowings - note 18 290,565 247,139



Cash and bank balances - note 10 (95,823) (104,122)

Net debt 194,742 143,017

Total equity 2,107,124 1,863,066

Total capital 2,301,866 2,006,083

Debt to capital ratio 8.46% 7.13%

The Company finances its operations through equity, borrowings and management of working capital with a view
to maintaining an appropriate mix between various sources of finance. The increase in debt to equity ratio is mainly
driven by increased utilisation of short term finance facilities.

31.4 Reconciliation of movement of liabilities to cash flows arising from financing activities
2023
Short term Long term Unappropriated Total
borrowings loan profit
used for cash
management
-------------------------------------- Rupees in ‘000 --------------------------------------

Balance as at July 1, 2022 247,139 9,729 1,094,415 1,351,283



Changes from financing cash flows
Repayment of long term loan - (9,830) - (9,830)
Dividend paid - - (129,810) (129,810)
Disbursement / (repayments) - net 43,426 - - 43,426
Total changes from financing activities 43,426 (9,830) (129,810) (96,214)

Other changes - interest cost
Interest expense - 101 - 101
Total loan related other changes - 101 - 101

Total equity related other changes - - 308,963 308,963

Balance as at June 30, 2023 290,565 - 1,273,568 1,564,133

96
NOTES TO THE FINANCIAL STATEMENTS
For The Year Ended June 30, 2023

2022
Short term Long term Unappropriated Total
borrowings loan profit
used for cash
management
-------------------------------------- Rupees in ‘000 --------------------------------------

Balance as at July 1, 2021 217,925 27,871 953,818 1,199,614



Changes from financing cash flows
Repayment of long term loan - (20,096) - (20,096)
Dividend paid - - (162,262) (162,262)
Disbursement / (repayments) - net 29,214 - - 29,214
Total changes from financing activities 29,214 (20,096) (162,262) (153,144)

Other changes - interest cost
Interest expense - 1,954 - 1,954
Total loan related other changes - 1,954 - 1,954

Total equity related other changes - - 302,859 302,859

Balance as at June 30, 2022 247,139 9,729 1,094,415 1,351,283

32. RELATED PARTY TRANSACTIONS

Nature of relationship Nature of transaction



i. Ultimate parent
International Brands (Private) Limited
- Corporate service charges 21,000 21,000
- Dividend paid 208 173
- SAP maintenance fee 1,139 1,798
- Bonus shares issued in the
ratio of 10 shares for every
100 shares held - note 32.3

ii. Holding company
The Searle Company Limited - Dividend paid 46,810 39,009
- Purchase of goods 473,611 327,258
- Claims - 565
- Reimbursement of expenses 46,915 34,062
- Utilities 4,015 2,501
- Rent expense 3,974 3,529
- Bank guarantee margin - 350
- Sale of goods 2,428 1,497
- Bonus shares issued in the
ratio of 10 shares for every
100 shares held - note 32.3

Annual Report 2023 97


NOTES TO THE FINANCIAL STATEMENTS
For The Year Ended June 30, 2023

Nature of relationship Nature of transaction

iii. Associated companies


IBL Operations (Private) Limited - Sale of goods 1,859,215 1,849,324
- Shared costs 11,200 2,640
- Sale of assets - 6,515

United Brands Limited - Sale of goods 52,443 63,602


- Purchase of goods - 16

Searle Pakistan Limited - Sale of goods 200 -


- Purchase of goods 28,412 -

Searle Biosciences (Private) Limited - Purchase of goods 1,403 -

IBL Logistics (Private) Limited - Cartage and freight charges 23,313 21,034

United Retail (Private) Limited - Rental income 1,161 436


- Other income 1,603 1,405
- Sale of goods 41 -

Universal Retails (Private) Limited - Rental income 1,265 -

iv. Other related parties


Employees’ Provident Fund - Contribution paid 3,564 8,525
Key Management Personnel * - Salaries and other
employee benefits 73,938 79,584
- Director’s fee and conveyance 2,765 2,005
- Sale of goods 66 26
- Bonus shares issued in the ratio
of 10 shares for every
100 shares held

* Key management personnel include CEO, CFO and Heads of Departments.

32.1 The status of outstanding balances with related parties as at June 30, 2023 is included in the respective notes to
the financial statements. These are settled in the ordinary course of business.

32.2 These transactions are carried out at mutually agreed rates.



32.3 Following are the related parties with whom the Company had entered into transactions or have arrangement /
agreement in place.

98
NOTES TO THE FINANCIAL STATEMENTS
For The Year Ended June 30, 2023

S.No Company Basis of Association Aggregate


% of
shareholding

1 The Searle Company Limited Holding Company 74.19%


2 International Brands (Private) Limited Ultimate Parent 42.34%*
3 IBL Operations (Private) Limited Group Company N/A
4 United Brands Limited Group Company N/A
5 Searle Pakistan Limited Group Company N/A
6 Searle Biosciences (Private) Limited Group Company N/A
7 IBL Logistics (Private) Limited Group Company N/A
8 United Retail (Private) Limited Common Directorship N/A
9 Universal Retails (Private) Limited Common Directorship N/A

* Direct holding of International Brands (Private) Limited is 0.32%.

33. REMUNERATION OF THE CHIEF EXECUTIVE AND EXECUTIVES

Chief Executive Officer Executive


-------------------------------------- Rupees in ‘000 --------------------------------------
Managerial remuneration 10,873 9,924 59,624 55,772
Bonus and incentives 3,706 4,889 16,665 19,108
Leave fare assistance and
leave encashment - 831 1,450 3,761
Company’s contribution to the
Provident fund 866 787 4,095 3,442
Housing and utilities 4,763 4,329 23,113 23,996
20,208 20,761 104,947 106,079

Number of persons 1 1 14 16

33.1 In addition to above, fee to six non-executive directors for attending Board of Directors meetings during the year
amounted to Rs. 0.97 million (2022: Rs. 0.63 million).

34. NUMBER OF EMPLOYEES

Number of employees at year end 311 304

Average number of employees during the year 296 287

Annual Report 2023 99


NOTES TO THE FINANCIAL STATEMENTS
For The Year Ended June 30, 2023

35. EVENTS OCCURRING AFTER THE STATEMENT OF FINANCIAL POSITION DATE



The Board of Directors in their meeting held on September 27, 2023 proposed a cash dividend of (NIL) per share
(2022: Re. 01 per share) amounting to NIL (2022: Rs. 64.9 million) and issued 20 bonus shares for every 100
shares (2022: 10 bonus shares for every 100 shares) subject to approval of members at the forthcoming annual
general meeting. This would be recognised in the Company’s financial statements in the year in which such
dividend and distribution are approved.

36. CORRESPONDING FIGURES

Certain reclassifications have been made for the purpose of better presentation and comparison, the effect of which
is immaterial for the financial statements.

37. DATE OF AUTHORISATION FOR ISSUE

These financial statements were approved and authorised for issue by the Board of Directors of the Company on
September 27, 2023.

100
Proxy Form
The Secretary
IBL HealthCare Limited
2nd Floor, One IBL Centre, Block 7&8, DMCHS
Tipu Sultan Road, Off: Shahrah-e-Faisal, Karachi

I/We _________________________ son/daughter/wife/husband of _____________________,


Shareholder of IBL HealthCare Limited, holding _____________ ordinary shares hereby
appoint _______________________ who is my ____________________________ [state
relationship (if any) with the proxy; required by Government Regulations] and the son /
daughter/wife/husband of ______________________, (holding ______________ ordinary
shares in the company under folio no. _______________) [required by Government] as my /
our proxy, to attend and vote for me /us and on my/our behalf at the Annual General Meeting
of the Company to be held on October 28, 2022 and/or any adjournment thereof.

Signed this______day of______2023.

Witness:

Rs. 5/-
1. _____________________ Revenue
Stamp

2. _____________________ Signature of Member(s)


Shareholders Folio No. _______ and / or
CDC Participation I.D. No. _______

Note:

1. The member is requested:

I. To affix revenue stamp of Rs.5/- at the place indicated above.


II. To sign across the revenue stamp in the same style of signature as is registered with
the company
III. To write down their folio number.

2. In order to be valid, this proxy must be received at the registered office of the company at
least 48 hours before the time fixed for the meeting, duly completed in all respects.

3. CDC shareholders or their proxies should bring their original CNIC or Passport along
with the Participant’s ID Number and their Account Number to facilitate their identification.
Detailed procedure is given in the notes to the notice of AGM.
IBL HealthCare Limited
2nd Floor, One IBL Centre,
Plot # 1 Block 7 & 8, (DMCHS),
Tipu Sultan Road,
off: Shahra-e-Faisal Karachi.
www.iblhc.com
2ndHealthCare
IBL Limited
Floor, One IBL Centre,
Plot Floor,
2nd # 1 Block
One7IBL
& 8,Centre,
(DMCHS),
Tipu #Sultan
Plot Road,
1 Block off:(DMCHS),
7 & 8,
Shahra-e-Faisal
Tipu Karachi.
Sultan Road,
www.iblhc.com
off: Shahra-e-Faisal Karachi.
www.iblhc.com
Keep Yourself
Updated
IBL HealthCare Limited
2nd Floor, One IBL Centre, Plot # 1
Block 7 & 8, (DMCHS), Tipu Sultan Road,
off: Shahra-e-Faisal Karachi.
www.iblhc.com

You might also like