CORPORATE GOVERNANCE

STATEMENT OF COMPLIANCE WITH THE LISTED COMPANIES

(CODE OF CORPORATE GOVERNANCE) REGULATIONS, 2019

FOR THE YEAR ENDED 30 June 2025

Service Industries Textile Limited (“the Company”) has complied with the requirements of the Listed Companies (Code of Corporate Governance) Regulations, 2019 (the “Regulations”) in the following manner:

1. The total number of directors are 7 as per the following:
   1. Male: 05
   2. Female: 02
2. The composition of the Board is as follows:

*For a Board comprising of seven members, one-third equates to 2.33. Two independent directors have been appointed; hence it fulfills the requirement of minimum two (2) independent directors. Furthermore, the two independent directors have the requisite skills and knowledge to take independent decisions. Therefore, the fraction of 0.33 in such one-third is not rounded up as one this time.

3. The directors have confirmed that none of them is serving as a director in more than seven listed companies, including this Company.
4. The Company has prepared a “Code of Conduct” and has ensured that appropriate steps have been taken to disseminate it throughout the Company along with its supporting policies and procedures.
5. The Board has developed a vision/mission statement, overall corporate strategy and significant policies of the company. The Board has ensured that complete record of particulars of the significant policies along with their date of approval or updating is maintained by the company.
6. All the powers of the Board have been duly exercised and decisions on relevant matters have been taken by the Board / shareholders as empowered by the relevant provisions of the Act and these regulations.
7. The meeting of the Board was presided over by the Chairman and, in his absence, by a director elected by the Board for this purpose. The Board has compiled with the requirements of this Act and regulations with respect to frequency, recording and circulating minutes of the meetings of the Board.
8. The Board of Directors has a formal policy and transparent procedures for remuneration of directors in accordance with the Act and these Regulations.
9. Three members of the Board are exempted from Directors’ Training Program by virtue of their requisite qualification and required experience of serving on the Board of a listed company, and three have attended the Directors’ Training Program as prescribed.
10. The Board has approved appointment of CFO, Company Secretary, and Internal Auditor including their remuneration and terms and conditions of employment and complied with relevant requirements of Regulations.
11. CFO and CEO duly endorsed the financial statements before the approval of the Board.
12. The Board has formed committees comprising of the members given below:
    1. Audit Committee
       1. Omer Mohyud Din Malik – Chairman
       2. Zainab Khan- Member
       3. Tariq Hameed – Member
    2. HR & Remuneration Committee
       1. Zainab Khan – Chairman
       2. Aamer Hameed – Member
       3. Omer Mohyud Din Malik – 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 (quarterly/half yearly/ yearly) of the committees was as per following:
    1. Audit Committee: 4
    2. HR and Remuneration Committee: 2
15. The Board has outsourced the internal audit function to Awan & Co Chartered Accountants who are considered suitably qualified and experienced for the purpose and is conversant with the policies and procedures of the Company. They are involved in the internal audit functions on full time basis.
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 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 they and the partners of the firm involved in the audit are not a close relative (spouse, parent, dependent and non-dependent children) of the chief executive officer, chief financial officer, head of internal audit, company secretary or director of the company.
17. The statutory auditors or persons associated with them have not been appointed to provide other services except in accordance with the Act, these Regulations or any other regulatory requirement and the auditors have confirmed that they have observed IFAC guidelines in this regard.
18. We confirm that all requirements of regulations 3, 6, 7, 8, 27, 32, 33 and 36 of the Regulations have been complied with.
19. Explanation for non-compliance with requirements, other than regulations 3, 6, 7, 8, 27, 32, 33 and 36 are given below:
    

    Sr. No.	Regulation No.	Description	Explanation
    1	19 of CCG Regulation, 2019.	By June 30, 2022, all directors shall acquire certification under director training program.	Out of seven Directors, one Director has not yet obtained the prescribed Directors’ Training Program (DTP) certification; however, the Company will ensure that he acquires it in the forthcoming year.
    2	29 of CCG Regulation, 2019.	The Board may constitute the nomination committee, of such number and class of directors, as it may deem appropriate in its circumstances.	The company will form a Nomination Committee in the forthcoming year.
    3	30 of CCG Regulation, 2019.	The Board may constitute the risk management committee, of such number and class of directors, as it may deem appropriate in its circumstances.	The company will form a Risk Management Committee in the forthcoming year.
    4	10A (5) of CCG Regulation, 2019.	The Board is responsible for setting the Company’s sustainability strategies, priorities and targets to create long-term corporate value. The Board may establish a dedicated sustainability committee having at least one female director.	At present the Board provides governance and oversight in relation to the Company’s initiatives on Environment, Social and Governance (ESG) matters. The Company has not yet established a Sustainability Committee; however, this non-mandatory requirement will be complied as per rules and regulations in the forthcoming years.

    For & on behalf of the Board of Directors

     

    (AAMER HAMEED)

    CHAIRMAN