WHALE | Waves Home Appliances Limited (Formerly: Samin Textiles Limited) Transmission of Quarterly Report for 1st Quarter Ended September 30, 2023

WAVES HOME APPLIANCES LIMITED

QUARTERLY REPORT 30 SEPTEMBER 2023

1. CORPORATION INFORMATION

BOARD OF DIRECTORS
1.	Mr. Muhammad Zafar Hussain	Chairman/Independent Director
2.	Mr. Tajammal Hussain Bokharee	Independent Director
3.	Mr. Haroon Ahmad Khan		Chief Executive Officer
4.	Mr. Moazzam Ahmad Khan		Non-Executive Director
5.	Mrs. Nighat Haroon Khan		Non-Executive Director
6.	Mr. Hamza Ahmad Khan		Non-Executive Director
7.	Mr. Khalid Azim		Executive Director
AUDIT COMMITTEE
1.	Mr. Tajammal Hussain Bokharee	Chairman/Independent Director
2.	Mr. Moazzam Ahmad Khan		Non-Executive Director
3.	Mr. 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 0020624
PH. No. 042-35415421-5,35421502-4
UAN: 042-111-31-32-33
BANKERS
Askari Bank Limited	Habib Bank Limited	Sindh Bank Limited
Bank AlFalah 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

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2. DIRECTORS REPORT TO MEMBERS 2.1 Overview

The Board of Directors of Waves Home Appliances Limited (WHALE or the Company), are pleased to present the Directors' report and reviewed financial statements of your Company for the period concluding on 30 September 2023. The key financial highlights from this period are provided herein:

	9 Months	9 Months
	Rs. in '000	Rs. in '000
Sales (Net)	3,358,038	6,941,324
Gross Profit	825,707	1,489,841
Profit from Operations	488,520	856,973
Profit before Taxation	139,941	377,300
Profit for the Period	97,825	310,784
Earnings Per Share - Basic and Diluted (Rupees)	0.37	1.16

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.

The Sales (net) of WHALE were PKR 3,358 million as compared to PKR 6,941 million, whereas net profit was PKR 97 million as compared to PKR 310 million in the previous period. This variance is primarily due to the challenging economic and financial environment, where supply was constrained and demand was restricted due to the prevailing recessionary situation. However, gross margins have substantially improved.

2.2 Principal Activities

WHALE or the Company is listed on Pakistan Stock Exchange Limited (PSX). The Company has recently gone under a Scheme of Arrangement (the Scheme) wherein the home appliances business from Waves Corporation Limited, formerly Waves Singer Pakistan Limited, was acquired and merged into the Company. The Scheme was sanctioned by the honorable Lahore High Court, Lahore on 27 May 2022. The effective date of Scheme is 31 August 2021.

WHALE is now a subsidiary company of WAVES. The brand includes Deep Freezers, Vizi-Coolers, Refrigerators, Air Conditioners, Washing Machines, Microwaves, Water Dispenser etc.

2.3 Economic Analysis

The current year presents significant challenges for the country, but it has already witnessed improvements in its fiscal and current account balances. Government decisions and stabilization measures have set the country on a sustainable path. Additionally, administrative and regulatory efforts to combat illegal activities in the foreign exchange market are beginning to produce positive results. On the external front, there are positive developments in the current account deficit and related indicators. Similarly, fiscal performance has also shown improvement over the period. It is expected that the economic revitalization plan and prudent policies, including the Strategic

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Investment and Financing Corporation (SIFC) and information technology (IT) policies, will attract new investments, fostering a multiplier effect in the economy, leading to higher and more inclusive economic growth in FY2024 and the medium term

WHALE has transitioned towards sourcing materials from local suppliers, reducing our dependence on imports, and encouraging the domestic production of certain previously imported components. Notably, our product line, including deep freezers and vizi-coolers, holds significant potential for corporate sales, particularly within sectors like Coca Cola and the wider frozen food and beverages industry. Despite the challenges we face, our unwavering focus remains on sustaining the continuity of our operations.

As one of the leading consumer brand entities, WAVES continuously strives to address the pressing issues of our time, such as energy, inflation, supply-chain, and human development. Our team's skills and creativity remain the cornerstone of our success, and we are committed to human development, ensuring that we have the best possible talent driving our growth.

2.4 Acknowledgements

We extend our gratitude to all stakeholders, including our valued customers, suppliers, business partners, financial institutions, regulators, who have placed their trust in us. The Company's achievements and current standing is a testament to the unwavering commitment, hard work, and tremendous support from our management team and employees. We are confident in their ability to meet and exceed stakeholder expectations.

We are appreciative of the continued support from the Securities & Exchange Commission of Pakistan, the State Bank of Pakistan, and the management of the Pakistan Stock Exchange. Our sincere gratitude goes to our shareholders for their trust, confidence, and unwavering support.

For and on behalf of the Board:

-Sd-	-Sd-
___________________	___________________
Chief Executive Officer	Director
Lahore

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Waves Home Appliances Limited

Condensed Interim Statement of Financial Position (Un-audited) As at 30 September 2023

(Un-audited)	(Audited)
30 September	31 December
2023	2022

(Un-audited)	(Audited)
30 September	31 December
2023	2022

EQUITY AND LIABILITIESNote

Share capital and reserves

Authorised capital 425,000,000

(2022: 425,000,000) ordinary shares of Rs. 10 each
Issued, subscribed and paid up capital	6

Capital reserve Loan from sponsors

Revenue reserve - unappropriated profit Surplus on revaluation of property,

plant and equipment - net of tax

---------- (Rupees in '000) ----------

		Restated
4,250,000		4,250,000
2,678,853		2,678,853
3,690,236		3,695,868
127,817		119,497
560,546		462,721
342,704		342,704
7,400,155		7,299,643

ASSETS	Note
Non-current assets
Property, plant and equipment	9
Intangible assets and goodwill
Long term Deposits	10
Employee retirement benefits

---------- (Rupees in '000) ----------

		Restated
6,742,365		5,440,358
2,810,530		2,835,855
17,783		20,526
7,856		6,149
9,578,534		8,302,888

Non-current liabilities

Long term loans - secured Amount due to holding company Lease liabilities

• Assets under right of use - secured
• Building under right of use - unsecured Deferred tax liability - net
  Deferred income

1,085,894

1,712,757

23,030

53,452

464,618

5,896

3,345,647

789,414

1,519,276

40,246

41,687

456,083

6,477

2,853,184

Current assets
Stores, spares and loose tools
Stock-in-trade
Trade debts
Advances, deposits, prepayments
and other receivables
Cash and bank balances	11

Non current assets held for sale

39,626	44,143
2,705,390	2,860,801
2,431,861	4,218,103
725,694	66,398
5,775	5,629
5,908,346	7,195,074
1,470	1,470
5,909,816	7,196,544

Current liabilities

Trade and other payables

Short term borrowings - secured Current portion of long term liabilities

Contingencies and commitments

1,805,246

72,465,888

471,414

4,742,548

8

15,488,350

1,667,396

3,156,007

523,203

5,346,606

15,499,432

15,488,350

15,499,432

The annexed notes 1 to 17 form an integral part of these condensed interim unconsolidated financial statements.

	__________________	____________	__________________
Lahore	Chief Executive Officer	Director	Chief Financial Officer

Waves Home Appliances Limited

Condensed Interim Statement of Profit or Loss Account (Un-audited)

For the nine months period ended 30 September 2023

	Nine months ended		Three months ended
	30 September	30 September		30 September	30 September
2023	2022	2023	2022
Note --------------------------------	(Rupees in '000) --------------------------------

Sales - net of sales return

Sales tax and trade discount on invoices

Sales - net12 Cost of sales

Gross profit

Marketing, selling and distribution costs

Administrative expenses

Other expenses

Other income

Profit from operations

Finance cost

Profit before taxation

Taxation

Profit for the period

4,068,646

(710,608)

3,358,038

(2,532,331)

825,707

(208,420)

(175,135)

(44,187)

90,555

(337,187)

488,520

(348,579)

139,941

(42,116)

97,825

8,403,625

(1,462,301)

6,941,324

(5,451,484)

1,489,841

(369,229)

(247,486)

(72,411)

56,259

(632,867)

856,973

(479,673)

377,300

(66,516)

310,784

1,025,188

(140,702)

884,486

(668,414)

216,072

(87,874)

(58,272)

(10,374)

75,282

(81,238)

134,834

(100,258)

34,576

(8,844)

25,732

1,562,358

(197,449)

1,364,910

(1,050,739)

314,171

(94,354)

(79,187)

(1,278)

18,517

(156,302)

157,869

(130,242)

27,626

(7,061)

20,565

Earnings per share - basic and diluted (Rupees)	0.37	1.16	0.10	0.08

The annexed notes 1 to 17 form an integral part of these condensed interim unconsolidated financial statements.

	__________________	_______________	___________________
Lahore	Chief Executive Officer	Director	Chief Financial Officer

Waves Home Appliances Limited

Condensed Interim Statement of Comprehensive Income (Un-audited)

For the nine months period ended 30 September 2023

	Nine months ended		Three months ended
	30 September		30 September	30 September		30 September
	2023	2022		2023	2022
	--------------------------------	(Rupees in '000) --------------------------------
		310,784			20,565
Profit for the period	97,825		25,732
Other comprehensive income for the period
Items that will not be reclassified to profit or loss account:	-	-		-	-
Total comprehensive income for the period	97,825		310,784		25,732		20,565

The annexed notes 1 to 17 form an integral part of these condensed interim unconsolidated financial statements.

	_____________________	_______________	_______________________
Lahore	Chief Executive Officer	Director	Chief Financial Officer

Waves Home Appliances Limited

Condensed Interim Statement of Changes in Equity (Un-audited)

For the nine months period ended 30 September 2023

Issued,			Capital Reserves			Revenue Reserve
subscribed and	Shares to be	Capital	Share			Surplus on		Total
paid-up	Merger	Loan from	(Accumulated losses) /
issued under	redemption	premium	revaluation of land
capital	reserve	sponsors	Unappropriated profits
	scheme	reserve	reserve			and building

----------------------------------------------------------------------- (Rupees in '000) ----------------------------------------------------------------------------

As at 01 January 2022

Other comprehensive income for the year

Profit for the period

Surplus on revaluation of property

Surplus transferred to accumulated profits

Incremental depreciation relating to surplus on revaluation - net of tax

Transactions with owners of the Company

Shares issued under scheme of arrangement

Shares capital issuance expenses

Sponsors loan during the year

Balance as at 31 December 2022 (Audited)

Prior year adjustment

Prior year adjustment against loan payable to holding company Prior year adjustment against loan payable BOK

Balance as at 31 December 2022 (Restated)

Total comprehensive income for the year

Profit after taxation

Effect of change in tax rate on account of surplus on property, plant and equipment

Transactions with owners of the Company

Sponsors loan during the year

Shares capital issuance expenses

118,791	2,560,062	148,489	3,642,002	(263,296)	115,300	368,984	375,924	7,066,256
							48,873	48,873
-		-	-	-		-	19,099	19,099
-		-	-	-		-	67,972	67,972
-		-	-	-		(26,280)	26,280	-
2,560,062	(2,560,062)							-
			(22,011)					(22,011)
					4,197			4,197
2,560,062	(2,560,062)	-	(22,011)	-	4,197	-	-	(17,814)
2,678,853	-	148,489	3,619,991	(263,296)	119,497	342,704	470,176	7,116,414
-	-	-	-	190,684	-	-	11,378	202,062
							(18,834)	(18,834)
-	-	-	-	190,684	-	-	(7,456)	183,228
2,678,853	-	148,489	3,619,991	(72,612)	119,497	342,704	462,721	7,299,642
-		-	-	-		-	97,825	97,825
								-
-		-	-	-		-	-	-
-	-	-	-	-	-	-	97,825	97,825
-			-	-	8,320	-	-	8,320
-		-	(5,632)	-		-	-	(5,632)
-		-	(5,632)	-	8,320	-	-	2,688

Balance as at 30 September 2023 (Un-audited)

2,678,853

-

148,489

3,614,359

(72,612)

127,817

342,704

560,546

7,400,155

The annexed notes 1 to 17 form an integral part of these condensed interim unconsolidated financial statements.

	_______________________	_______________	_______________________
Lahore	Chief Executive Officer	Director	Chief Financial Officer

Lahore

____________________

Chief Executive Officer

Net increase in cash and cash equivalents

Cash and cash equivalents - at beginning of the period Cash and cash equivalents - at end of the period

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The annexed notes 1 to 17 form an integral part of these condensed interim unconsolidated financial statements.

Waves Home Appliances Limited

Condensed Interim Statement of Cash Flow (Un-audited)For the nine months period ended 30 September 2023

Cash flows from operating activitiesProfit before taxation

Adjustments for non-cashand other items: Depreciation on property, plant and equipment Amortisation of intangible assets

Finance cost

Gain on sale of property, plant and equipment Amortisation of deferred income

(Increase) / decrease in current assets: Stores, spares and loose tools Stock-in-trade

Trade debts and other receivables

Advances, deposits, prepayments and other receivables Increase in current liabilities:

Trade and other payables

Cash used in operations

Income tax paid

Employee retirement benefits paid Long term deposits - net

Net cash used in operating activities Cash flow from investing activities

Capital expenditure -net

Proceeds from disposal of property, plant and equipment

Net cash generated from investing activities

Cash flow from financing activities

Long term loans received / (repaid) Amount due to holding company Finance costs paid

Short term borrowing - net Loan from sponsors - unsecured Lease rentals - net

Net cash generated from financing activities

	Nine months ended
	30 September	30 September
	2023	2022
Note	---------- (Rupees in '000) ----------
	139,941	377,300

9.1	187,558
	25,325
	348,579
	(25,631)
	(581)
	675,191
	4,517
	155,411
	1,786,242
	(659,296)
	137,849
	1,424,723
	2,099,914
	(33,581)
	(1,707)
	2,743
	2,067,369
	(1,499,772)
	35,838
	(1,463,934)
	244,691
	193,481
	(348,579)
	(630,184)
	8,320
	(5,451)
	(543,354)
	60,081
	(1,057,813)
	(997,732)

195,892

29,060

479,673

(12,113)

998

1,070,810

(6,553)

594,401

1,811,136

(83,445)

(262,626)

2,052,913

3,123,723

(86,767)

1,135

(13,068)

3,025,024

(2,062,164)

23,464

(2,038,700)

103,756

(525,143)

(358,643)

(364,425)

2,167

13,286

(1,047,717)

(61,393)

(992,830)

(1,054,223)

______________	___________________
Director	Chief Financial Officer

Waves Home Appliances Limited

Notes to the Condensed Interim Financial Information (Un-audited)

For the nine months period ended 30 September 2023

1. Status and nature of business
   Waves Home Appliances Limited (formerly, Samin Textiles Limited) ("the Company") is incorporated in Pakistan under the repealed Companies Ordinance, 1984 (now Companies Act, 2017) as a public limited company. The registered office of the Company is situated at 8.7 KM Hanjarwal, Multan Road Lahore. The Company is currently listed on Pakistan Stock Exchange. The principal business of the Company was trading, import and export of textile products. Consequent to approval of scheme of arrangement as discussed in note 2, the principal line of business has been amended to include manufacturing, assembly and wholesale of domestic consumer appliances and other light engineering products.
   The Company is a subsidiary of Waves Corporation Limited (formerly Waves Singer Pakistan Limited), the ultimate parent Company.
   Geographical locations of the manufacturing facilities of the Company are located at:
2. • 9-K.M,Hanjarwal, Multan Road, Lahore.
   • 'Mouza Mustafabad, 41-K.M., Ferozpur Road, Off 2-K.M. Rohi Nala Road, Tehsil & District Kasur
3. Seperation / Carving out of Home Appliances Business from Waves Corporation Limited (WCL - formlery Waves Singer Pakistan Limited), a related entity and Amalgamation into
   WHAL
   Samin Textiles Limited renamed as Waves Home Appliances Limited ("the Company-WHAL") completed a Scheme of Arrangement as follows:
4. • Carving out / seperation of home appliances business from WCL by transferring certain assets, liabilities, obligations, contracts and undertakings and amalgamating the same with and into the Company as of the effective date of 01 September 2021 against allotment and issue of WHAL shares to WCL. WCL was a related party of the Company by virtue of common shareholding. Refer to note 0 of these financial statements for details of assets transferred and liabilities assumed.
   • The Honourable Lahore High Court (the Court) through its Order dated 22 June 2022, has approved the Scheme of Arrangement as proposed and granted sanction order for the carving out of home appliances business from the Holding Company and amalgamation of the same into the subsidiary Company WHAL.
   • The Board of Directors of the Company, in their meeting held on 23 December 2021, approved and resolved to present the Scheme of Arrangement before the shareholders of the Company for their approval. After approval by the BOD, the said scheme was submitted to Court for approval. As per requirments, the Company subsequently obtained approval of the Scheme of Arrangement from its shareholders and secured creditors of the Company. Shareholders of the Company also approved the change of name of the Company in accordance with Section 12 of the Companies Act, 2017 from "Samin Textiles Limited (SMTM)" to "Waves Home Appliances Limited (WHAL)". Further, shareholders have also resolved to change the year-end of WHAL from 30 June to 31 December to be aligned with the year-end of the holding company subsequent to amalgamation.
   • As envisaged by the scheme of arrangement approved by the Honorable Lahore High Court, the books of accounts of WCL and WHAL shall be updated to record the necessary fair value accounting entries in accordance with the applicable accounting standards and applicable laws.
   • As consideration for the transfer of the home appliances business, WHAL shall:
   • • issue a total of 256,006,196 shares:
     • • Out of above, 199,724,956 shares shall be issued and allotted to WCL.
       • Remaining 56,281,240 shares of the Company shall to be issued and allotted to shareholders of WCL in the swap ratio of 20 shares for every 100 shares held in WCL. The 20 shares of the Company directly issued to the shareholders of WCL are equivalent to presently traded 45 shares of the Company prior to the proposed capital reduction.