WIXLIB

·Directors' responsibility in respect of adequacy of internal financial controlsThe Board ensures adequacy of internal control activities either directly or through its Committees. The Board alsoreviews the Company's financial operations and position at regular intervals by means of interim accounts, reports,profitability reviews and other financial and statistical information. The Board reviews material budgetary variances andactions taken thereon on periodic basis.·The activities undertaken by the company with regard to corporate social responsibility during the yearWe are endeavoring to be a trusted Corporate Citizen and fulfill our responsibility to the society. We are committed tofollow the highest social standards in how we conduct our business. The company is also committed to be a responsibleCorporate citizen with welfare of its employees, their families, the local community and society at large.A CSR project naming “Almaida Lil Ghani” has been started to provide free meal to the poor and needy people; almostmore than 1000 needy persons have been serving free meal daily on four different locations nationwide·Best Practices of Corporate GovernanceThere has been no departure from the best practices of corporate governance as detailed in listing regulations.·Subsequent Events (after June 30, 2019)There is no material change since June 30, 2019 and the company has not entered into any commitment, which wouldmaterially affect its financial position at the date.·DividendThe Board of Directors has approved final cash dividend @ 20% i.e. Rs.2 per share for the year ended June 30, 2019 (inaddition to first interim cash dividend of 20% i.e. Rs.2.00 per share and second interim cash dividend of 30% i.e. Rs.3 pershare).·Audit CommitteeThe board in compliance with the Code of Corporate Governance has established audit committee and the followingdirectors are its members;1.2.3.Mr. Awais AhmadMr. Junaid GhaniMs. Afifa Anwaar·Key Operating DataKey operating data for the last six years is annexed.·Staff Retirement BenefitsThe Company operates a funded contributory provident fund scheme for its employees and contributions based onsalaries of the employees are made to the fund on monthly basis.·The value of investments and bank balances in respect of staff retirement benefits:Provident Fund Rupees 40.5 MillionThe value of investment includes accrued profit.·Dealings in Company SharesDuring the year there was no trading of shares by Directors, CEO, CFO, Company secretary and their spouses and minorchildren.·Meetings of DirectorsThe Board of Directors have responsibility to independently and transparently monitor the performance of the Companyand take strategic decisions to achieve sustainable growth by the Company.The total number of directors is 10 as per the following:a. Male: 8b. Female: 2Ghani Value Glass Limited08

The composition of board is as follows:Independent DirectorsMr. Awais AhmadMr. Imtiaz Ahmad KhanMr. Junaid GhaniOther Non - ExecutiveMr. Obaid GhaniDirectorsMr. Jubair GhaniMs. Afifa AnwaarMrs. Javaria ObaidMr. Anwaar Ahmad KhanExecutive DirectorsMr. Aftab Ahmad KhanMr. Ibrahim GhaniWritten notices of the Board meeting along with working papers were sent to the members seven days before meetings. A total offour meetings of the Board of Directors and six meetings of the Audit Committee and two meetings of HR & R Committee were heldduring the period of one year, from July 01, 2018 to June 30, 2019. The attendance of the Board members was as follows:Name of the DirectorNo. of Board ofDirectors’ MeetingsattendedNo. of AuditNo. of HR & RCommittee Meetings Committee MeetingsattendedattendedMr. Awais Ahmed462Mr. Imtiaz Ahmad Khan4--Mr. Anwaar Ahmad Khan4--Mr. Aftab Ahmad Khan4-2Mr. Junaid Ghani46-Mr. Obaid Ghani4--Mr. Jubair Ghani4-2Ms. Afifa Anwaar46-Mrs. Javaria Obaid4--Mr. Ibrahim Ghani4--·Code of ConductCode of Conduct in line with the future outlook of the Company has been developed and communicated to all theemployees of the Company.·Pattern of Share HoldingThe statement of the pattern of shareholding as on June 30, 2019 is attached in the prescribed form as required underCompanies Act 2017.·AcknowledgementOn behalf of the Board, I would like to thank all the shareholders, dealers, employees and other stakeholders for theirvalued support and I up hold the confidence they have showed in the management and I pray to Allah SWT for Hisguidance and beg for His end-less mercy for all our endeavors, so that we shall be able to come up with dear rewards forall the stakeholders.We put on record our doubtless faith in Allah SWT and pray to him for the very best of this Company and for all theindividuals directly or indirectly attached to it.For and on behalf of the Board of DirectorsLahore: October 02, 2019Anwaar Ahmad KhanChief Executive OfficerGhani Value Glass LimitedJubair GhaniDirector09

KEY OPERATING DATA AND FINANCIAL RATIOSRupees in 4826,785841,209670,192630,923Gross /(loss) before oss) after perating DataSales-netTotal AssetsDividendRatiosGross profit (%)31.5525.457.4011.0310.8410.68Net Profit urrent ratioEarning / (loss) per share(Rupees )Return on total assetsGhani Value Glass Limited10

STATEMENT OF COMPLIANCEWith the Listed Companies (Code of Corporate Governance) Regulations, 2017for the Year Ended June 30, 2019The company has complied with the requirements of the Regulations in the following manner:1. The total number of directors is 10 as per the following:a. Male: 8b. Female: 22. The composition of board is as follows:Independent DirectorsMr. Awais AhmadMr. Imtiaz Ahmed KhanMr. Junaid GhaniNon - Executive DirectorsMr. Obaid GhaniMr. Jubair GhaniMs. Afifa AnwaarMrs. Javaria ObaidMr. Anwaar Ahmad KhanExecutive DirectorsMr. Aftab Ahmad KhanMr. Ibrahim Ghani3. The directors have confirmed that none of them is serving as a director on more than five listed companies, includingthis company (excluding the listed subsidiaries of listed holding companies where applicable).4. The company has prepared a Code of Conduct and has ensured that appropriate steps have been taken todisseminate 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 thecompany. A complete record of particulars of significant policies along with the dates on which they were approved oramended has been maintained.6. All the powers of the board have been duly exercised and decisions on relevant matters have been taken by board/shareholders as empowered by the relevant provisions of the Act and these Regulations.7. The meetings of the board were presided over by the Chairman and, in his absence, by a director elected by theboard for this purpose. The board has complied with the requirements of Act and the Regulations with respect tofrequency, recording and circulating minutes of meeting of board.8. The board of directors have a formal policy and transparent procedures for remuneration of directors in accordancewith the Act and these Regulations.9. The Board has arranged Directors' Training Program for the following:·Mr. Junaid Ghani·Mr. Jubair Ghani·Mr. Ibrahim GhaniFurther, SECP approval has been obtained for exemption from training for the following Board members:·Mr. Imtiaz Ahmad Khan·Mr. Anwaar Ahmad Khan·Mr. Aftab Ahmad KhanGhani Value Glass Limited11

10. The board has approved appointment of CFO, Company Secretary and Head of Internal Audit, including theirremuneration 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:a) Audit CommitteeMr. Awais AhmadMr. Junaid GhaniMs. Afifa AnwaarChairmanMemberMemberb) HR and Remuneration CommitteeMr. Awais AhmadMr. Aftab Ahmad KhanMr. Jubair GhaniChairmanMemberMember13. The terms of reference of the aforesaid committees have been formed, documented and advised to the committeefor compliance.14. The frequency of meetings (quarterly/half yearly/ yearly) of the committee were as per following:a) Audit Committee: at least once every quarter of the financial yearb) HR and Remuneration Committee: at least once in a financial year15. The board has set up an effective internal audit function who are considered suitably qualified and experienced forthe 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 thequality control review program of the ICAP and registered with Audit Oversight Board of Pakistan, that they or any ofthe partners of the firm, their spouses and minor children do not hold shares of the company and that the firm and all itspartners are in compliance with International Federation of Accountants (IFAC) guidelines on code of ethics asadopted by the ICAP.17. The statutory auditors or the persons associated with them have not been appointed to provide other servicesexcept in accordance with the Act, these regulations or any other regulatory requirement and the auditors haveconfirmed that they have observed IFAC guidelines in this regard.18. We confirm that all other requirements of the Regulations have been complied with.(IMTIAZ AHMED AHMAD)ChairmanLahore: October 02, 2019Ghani Value Glass Limited12

REVIEW REPORTTO THE MEMBERS ON THE STATEMENT OF COMPLIANCE CONTAINED IN LISTED COMPANIES(CODE OF CORPORATE GOVERNANCE) REGULATIONS, 2017We have reviewed the enclosed Statement of Compliance with the Listed Companies (Code of CorporateGovernance) Regulations, 2017 (the Regulations) prepared by the Board of Directors of Ghani Value Glass Limited(the Company) for the year ended 30 June 2019 in accordance with the requirements of regulation 40 of theRegulations.The responsibility for compliance with the Regulations is that of the Board of Directors of the Company. Ourresponsibility is to review whether the Statement of Compliance reflects the status of the Company's compliance withthe provisions of the Regulations and report if it does not and to highlight any non-compliance with the requirements ofthe Regulations. A review is limited primarily to inquiries of the Company's personnel and review of various documentsprepared by the Company to comply with the Regulations.As part of our audit of financial statements we are required to obtain an understanding of the accounting and internalcontrol systems sufficient to plan the audit and develop an effective audit approach. We are not required to considerwhether the Board of Director's statement on internal control covers all the risks and controls, or to form an opinion onthe 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 AuditCommittee, place before the Board of Directors for their review and approval, its related party transactions and alsoensure compliance with the requirements of section 208 of the Companies Act, 2017. We are only required and haveensured compliance of this requirement to the extent of the approval of the related party transactions by the Board ofDirectors upon recommendation of the Audit Committee. We have not carried out procedures to assess anddetermine the Company's process for identification of related parties and that whether the related party transactionswere undertaken at arm's length price or not.Based on our review, nothing has come to our attention which causes us to believe that the Statement of Compliancedoes not appropriately reflect the Company's compliance, in all material respects, with the requirements contained inthe Regulations as applicable to the Company for the year ended 30 June 2019.EY Ford RhodesChartered AccountantsAudit Engagement Partner: Sajjad Hussain GillLahore: October 02, 2019Ghani Value Glass Limited13

AUDITORS' REPORTto the MembersOpinionWe have audited the annexed financial statements of Ghani Value Glass Limited (“the Company”), which comprise thestatement of financial position as at 30 June 2019 and the statement of profit or loss, the statement of 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 obtainedall the information and explanations which, to the best of our knowledge and belief, were necessary for the purposes of theaudit.In our opinion and to the best of our information and according to the explanations given to us, the statement of financialposition, statement of profit or loss, the statement of comprehensive income, the statement of changes in equity and thestatement of cash flows together with the notes forming part thereof conform with the accounting and reporting standards asapplicable in Pakistan and give the information required by the Companies Act, 2017 (XIX of 2017), in the manner so requiredand respectively give a true and fair view of the state of the Company's affairs as at 30 June 2019 and of the profit, totalcomprehensive income, the changes in equity and its cash flows for the year then ended.Basis for OpinionWe conducted our audit in accordance with International Standards on Auditing (ISAs) as applicable in Pakistan. Ourresponsibilities under those standards are further described in the Auditors' Responsibilities for the Audit of the FinancialStatements section of our report. We are independent of the Company in accordance with the International Ethics StandardsBoard for Accountants' Code of Ethics for Professional Accountants as adopted by the Institute of Chartered Accountants ofPakistan (the Code) and we have fulfilled our other ethical responsibilities in accordance with the Code. We believe that theaudit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.Key Audit MattersKey audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financialstatements of the current year. 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.Following are the key audit matters:Key audit matters1. Related party transactions and disclosuresHow our audit addressed the key audit matterThe Company purchases raw material from GhaniGlass Limited (GGL), a related party. As referred to inNote 27 of the accompanying financial statements, theCompany purchased raw material amounting to Rs.672,146,841 from GGL during the year, cumulativelycomprising 86% of total raw material purchases of theCompany.Our audit procedures amongst others includedevaluating the management's process of identificationand recording of related party transactions.Due to the significance of related party transactionswith GGL, to the overall operations of the Company andthe accuracy, completeness of disclosures of suchtransactions and year end balances, we haveconsidered the same to be a key audit matter.We agreed the amounts disclosed to underlyingdocumentation and inspected on sample basis, amongothers, purchase order, commercial invoice, gatepasses, quality report and sales tax invoice as part ofour evaluation of the occurrence and accuracy ofdisclosure.We obtained confirmation from GGL of the totaltransactions and balance due included in the financialstatement disclosures to ensure occurrence, accuracyand completeness of disclosures of related partytransactions with GGL.We utilized the substantive analytical procedures toidentify any undisclosed transaction with GGL.We assessed the adequacy and completeness ofdisclosures of related party transactions / balances inaccordance with the requirements of the applicablefinancial reporting standards and statutoryrequirements.Ghani Value Glass Limited14

Key audit mattersHow our audit addressed the key audit matter2. First time adoption of IFRS 9 - Financial InstrumentsAs referred to in Note 9 to the accompanying financialstatements, the Company has adopted IFRS 9 witheffect from 1 July 2018. The new standard requires theCompany to make provision for financial assets (tradedebts) using Expected Credit Loss (ECL) approach asagainst the Incurred Loss Model previously applied bythe Company.Our key procedures to review the application of IFRS 9included, amongst others, review of the methodologydeveloped and applied by the Company to estimate theECL in relation to trade debts. We also considered andevaluated the assumptions used in applying the ECLmethodology based on historical information andqualitative factors as relevant for such estimates.Determination of ECL provision for trade debts requiressignificant judgement and assumptions includingconsideration of factors such as historical credit lossexperience and forward-looking macro-economicinformation.Further, we assessed the completeness, accuracy andquality of the data used for ECL computation based onthe accounting records and information system of theCompany as well as the related external sources asused for this purpose.We have considered the first time application of IFRS 9requirements as a key audit matter due to significanceof the change in accounting methodology andinvolvement of estimates and judgments in this regard.We tested the mathematical accuracy of the ECL modelby performing recalculation on test basis.In addition to above, we assessed the adequacy ofdisclosures in the financial statements of theCompany regarding application of IFRS 9 as per therequirements of the above standard.3. Valuation of Stock in tradeAs disclosed in Note 8 to the accompanying financialstatements, the stock in trade constitutes 16% of totalassets of the Company as at 30 June 2019.The cost of closing stock is determined at weightedaverage rate on the closing units including a proportionof production overheads.We focused on the stock in trade and considered it to bekey audit matter as it is a significant portion ofCompany's total assets and it requires managementjudgement in determining an appropriate costing basisand assessing its valuation.We performed a range of audit procedures with respectto inventory items which included, amongst othersobtaining understanding of Company's valuationprocess including internal controls in place attransaction level.We tested valuation methods and theirappropriateness in accordance with the applicableaccounting standards.We tested the calculations of per unit cost of finishedgoods and assessed the appropriateness ofmanagement's basis for the allocation of cost andproduction overheads.We performed physical verification of inventory at yearend.We also assessed the adequacy of the disclosuresmade in respect of the accounting policies and the

Lahore: October 02, 2019 Imtiaz Ahmed Ahmad Chairman CHAIRMAN'S REVIEW. Ghani Value Glass Limited 05 DIRECTORS' REPORT NET SALES (RUPEES IN THOUSAND) 2017 826,785 2018 2019 1,189,294 2016 841,209 2015 670,192 In the name of Allah, The Most merciful and The beneficent