Waves Homes Appliance : Transmission of Annual Report for the Year Ended 31 December 2022

WAVES HOME APPLIANCES LIMITED

ANNUAL REPORT 2022

Waves Home Appliances Limited (WHALE)
Table of Contents
1.	CORPORATION INFORMATION	3
2.	CHAIRMAN REVIEW	4
2.1	Message from Chairman	4
3.	DIRECTORS' REPORT	5
3.1	Operating Results	5
3.2	Financial Analysis	6
3.3	Overview	6
3.4	Company's Future Outlook / Forward Looking Statements	8
3.5	Risks, Uncertainties and Mitigations	10
3.6	Environment, Health & Safety (EHS)	9
3.7	Corporate Social Responsibilities	10
3.8	Investment in Human Capital	10
3.9	Adequacy of Internal Control	10
3.10	Best Practices of Corporate Governance	11
3.11	External Auditors	13
3.12	Acknowledgements	14
4.	CORPORATE VALUE STATEMENTS	15
4.1	Corporate Values	15
4.2	Corporate Objectives & Strategies	20
5.	HISTORY OF WAVES HOME APPLIANCES LIMITED	21
5.1	Brief History and Holding Company	21
6.	PRODUCT, QUALITY MANAGEMENT AND DISTRIBUTION	24
6.1	Products	24
6.2	Quality Management	25
6.3	Geographical Presence & Distribution	25
7.	OTHER INFORMATION	26
7.1	Pattern of Shareholding	26
8.	INDEPENDENT AUDITOR REVIEW REPORT	30
9.	STATEMENT OF COMPLIANCE	32
10.	NOTICE OF ANNUAL GENERAL MEETING	35
11.	ANNUAL FINANCIAL STATEMENTS	43

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Waves Home Appliances Limited (WHALE)

1.	CORPORATION INFORMATION
BOARD OF DIRECTORS*
1.	Mr. Muhammad Zafar Hussain	Chairman/Independent Director
2.	Mr. Tajammal Hussain Bukharee	Independent Director
3.	Mr. Haroon Ahmad Khan		Chief Executive Officer
4.	Mrs. Nighat Haroon Khan		Non-Executive Director
5.	Mr. Moazzam Ahmad Khan		Non-Executive Director
6.	Mr. Hamza Ahmad Khan		Non-Executive Director
7.	Mr. Khalid Azim		Executive Director
AUDIT COMMITTEE*
1.	Mr. Tajammal Hussain Bukharee	Chairman/Independent Director
2.	Mr. Moazzam Ahmad Khan		Non-Executive Director
3.	Mrs. Hamza Ahmad Khan		Non-Executive Director
4.	Mr. Khurram Zahoor		Secretary
HR & REMUNERATION COMMTTEE*
1.	Mr. Muhammad Zafar Hussain	Chairman/Independent Director
4.	Mr. Haroon Ahmad Khan		Executive Director
3.	Mr. Moazzam Ahmad Khan		Non-Executive Director
4 Mr. Hamza Ahmad Khan		Non-Executive Director
5.	Mr. Khurram Zahoor		Secretary
CHIEF FINANCIAL OFFICER		COMPANY SECRETARY
Mr. Muhammad Usman		Mr. Khurram Zahoor
HEAD OF INTERNAL AUDITOR		LEGAL ADVISOR
Mr. Waleed Afzal		Law Wing, Advocates & Solicitors
EXTERNAL AUDITORS		SHARE REGISTRAR
RSM Avais Hyder Liaquat Nauman		Corplink (Private) Limited
Chartered Accountants
RESISTERED OFFICE		REGISTRATION NUMBER
9-KM Multan Road, Lahore		CUIN 20624
PH. No. 042-35415421-5,35421502-4
UAN: 042-111-31-32-33
BANKERS
Askari Bank Limited	Habib Bank Limited	Sindh Bank Limited
Bank Al Falah Limited	MCB Bank Limited	Faysal Bank Limited
Bank of Punjab Limited	Al-Baraka Bank Limited	Silk Bank Limited

CONTACT INFORMATION

UAN: 042-111-31-32-33,042-35415421-5,042-35421502-4

Email:[e-mail]

Website:www.waves.net.pk

* New Board and Committees appointed on 02 August 2022

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Waves Home Appliances Limited (WHALE)

2. CHAIRMAN REVIEW

2.1 Message from Chairman

We are pleased to present Annual Audited Financial Statements for the year ended 31 December 2022 on behalf of the Board of Directors of Waves Home Appliances Limited (WHALE or the Company). These Audited Financial Statements are presented after change of year end from 30th June to 31st December as approved by the honorable Lahore High Court, Lahore (the Court) pursuant to the sanction of Scheme of Arrangement (the Scheme) by and between the Company and Waves Corporation Limited, formerly Waves Singer Pakistan Limited (WAVES). The Scheme was sanctioned by the honorable Court on 27 May 2022 and order was received on 22 June 2022. Through the Scheme the home appliances business of WAVES was acquired by the Company and resultantly became a subsidiary of WAVES. Subsequent to the Court Order, the previous Board of Directors of the Company resigned and new Board effectively took charge on 02 August 2022. Similarly, the previous members of the Committees resigned and new members took up the charge on 02 August 2022. The comparative results mainly reflect for 4 months period from the effective date of Scheme.

We extend our gratitude to our partners, bankers, strategic alliances, human capital and stakeholders in our business who have shown continued trust in the Company. The new Board is having well-diversified and experienced members with core competencies, knowledge and skills relevant to the Company's business. WHALE follows the best practices relating to corporate governance and other related regulatory requirements. The Board held meetings during the period to review and approve periodic financial statements, annual business plan, acquisition of home appliances business from WAVES and other matters requiring Board attention. The Committees also were held on regular sessions to perform their duties assigned under their respective terms of references by the Board. The performance of the outgoing and incoming Board/Committee members has been commendable and together we steered the Company towards its goal and good governance, despite the challenging pandemic and economic environment.

Over the years, WAVES brand leadership has strived to adapt a transparent and conducive business environment, by demonstrating respect and fairness in all our efforts and the adaptability of WAVES brand to face the macro-economic challenges during the year 2022. We expect this drift to continue in the coming years.

We would like to conclude by extending our gratitude and thanks to the Directors for their energy, knowledge, advice, and earnest contributions towards the advancement of the Company to achieve new heights in a socially responsible and ethical manner.

-Sd- Chairman

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Waves Home Appliances Limited (WHALE)

3. DIRECTORS' REPORT

3.1 Operating Results

On behalf of the Board of Directors of Waves Home Appliances Limited (WAVES or the Company), we are obliged to submit the Directors' report and audited financial statements of your Company for the year ended 31 December 2022, together with the Auditors' report thereon. The financial highlights for the six months period are presented as hereunder:

Gross Sales

Gross Profit

Admin, Marketing, selling and distribution Expenses

Other Expenses

Other Income

Operating Profit

Finance Costs (net)

Profit/(Loss) before taxation

Taxation

Profit/(Loss) for the period

Earnings Per Share

01 Jan 2022	01 July 2021
To	To
31 Dec 2022	31 Dec 2021*
12-Months	06-Months
Rs. in '000	Rs. in '000
8,956,449	2,425,840
1,454,318	501,633
(980,633)	(268,599)
(256,199)	(100,671)
45,744	134,743
519,429	267,106
(381,647)	(174,965)
137,782	92,141
(88,909)	(55,645)
48,873	36,946

0.180.20

• Includes 04 months of operations from 01 September 2021 to 31 December 2021, pursuant to the implementation of the Scheme.

Based on the financial results in view of the tough current economic conditions the Board of Directors do not recommend any pay-out to the shareholders of the Company.

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