STATEMENT UNDER SECTION 134(3)
OF THE COMPANIES ACT, 2017
ANNEXURE - B
INVESTMENTS IN ASSOCIATED COMPANIES & ASSOCIATED UNDERTAKINGS
The Board of Directors of the Company has approved the specific limits for loans/advances along with other particulars for
investments in the following associated companies and associated undertakings subject to the consent of members under Section
199 of the Companies Act, 2017 / Companies (Investment in Associated Companies or Associated Undertakings) Regulations,
2017. The Board of Directors do hereby undertake / certify that necessary due diligence for the following proposed investments
have been carried out. The principle purpose of this special resolution is to make the Company in a ready position to capitalize on
the investment opportunities as and when they arrive. It is prudent that the Company should be able to make the investment at
the right time when the opportunity is available.
1. INVESTMENT IN SECURITIES
S.No. Description Information
1 Name of the associated company or associated SAFEMIX CONCRETE PRODUCTS LIMITED
undertaking along with criteria based on which the An associated undertaking due to investments by the Company
associated relationship is established
2 Purpose, benefits and period of investment For the benefit of the Company and to earn better returns in the
long run on strategic investment by capturing the opportunities
on the right time
3 Maximum amount of investment Unutilized limit of PKR 155.69 million is requested for approval.
This is in addition to Investment at cost of PKR 94.31 million
already made upto 30 June, 2024.
4 Maximum price at which securities will be acquired At par/premium/market/offered/negotiated price prevailing on
the date of transaction/investment
5 Maximum number of securities to be acquired No of securities purchasable under approved limit in accordance
with / based on Sr. Nos. 3 & 4 above
6 In case the purchase price is higher than market value Not Applicable
in case of listed securities and fair value in case of
unlisted securities, justification thereof
7 Number of securities and percentage thereof held Before: Nil million shares held in the Company as on 30 June,
before and after the proposed investment 2024 being Nil holding.
After: Increase in securities / percentage in accordance with /
based on Sr. No. 3, 4 & 5 above
8 In case of investment in listed securities, average of PKR 15.65
the preceding twelve weekly average price of the
security intended to be acquired
9 In case of investment in unlisted securities, fair Not Applicable
market value of such securities determined in terms
of regulation 6 (1)
10 Financial position, including main items of balance Total Equity, Total assets and total liability amounting to PKR
sheet and profit and loss account of the associated 382.39 million, PKR 805.63 million and PKR 423.23 million
company or associated undertaking on the basis of respectively.
its latest financial statements Gross Profit, Profit before tax and Profit after tax amounting to
PKR 260.07 million, PKR 146.65 million and PKR 111.61 million
respectvely
184 AHL Annual Report | 2024
S.No. Description Information
11 Break-up value of securities intended to be acquired PKR 15.30
on the basis of the latest audited financial statements
12 Earning per share of the associated company or 2024: PKR 4.46
associated undertaking for the last three years 2023: PKR 5.33
2022: PKR 1.86
13 Sources of fund from which securities will be acquired From company's own available liquidity and credit lines
14 Where the securities are intended to be acquired
using borrowed funds
(i) Justification for investment through borrowings The Company foresee the return on this strategic investment higher
than the borrowing cost.
(ii) Detail of guarantees and assets pledged for obtaining Pledge of listed securities and / or charge over assets of the Company,
such funds if and where needed.
(iii) Cost Benefit Analysis Company’s expects to time the investment to earn return over and
above the borrowing cost.
15 Salient features of the agreement(s), if any, entered There is no agreement as this is a Strategic Investment
into with its associated company or associated
undertaking with regards to the proposed investment
16 Direct or indirect interest of directors, sponsors, Directors of the Company have no interest in the investee Company
majority shareholders and their relatives, if any, in except in their capacity as Sponsor / Director / Shareholder of
the associated company or associated undertaking Investee Company.
or the transaction under consideration
17 Any other important details necessary for the Not Applicable
members to understand the transaction
18 In case of investment in securities of a project of an
associated company or associated undertaking that
has not commenced operations, in addition to the
information referred to above, the following further
information, is required, namely
(i) Description of the project and its history since Not Applicable
conceptualization
(ii) Starting and expected dated of completion of work Not Applicable
(iii) Time by which such project shall become commercially Not Applicable
operational
(iv) Expected time by which the project shall start paying Not Applicable
return on investment
19 In case an investment in associated company has The agreement with the IMF and gradual reduction in discount rate
already been made, the performance review of such may help stimulate demand in the construction sectors, resultantly it
investment including complete information / may increase sale of readymix concrete. Consequently, the investment is
justification for any impairments / write-offs expectedto add value to AHL shareholders. Performance of SMCPL
can be referred in Point 10 to 12 above.
AHL Annual Report | 2024 185
2. INVESTMENT IN SECURITIES
S.No. Description Information
1 Name of the associated company or associated POWER CEMENT COMPANY LIMITED
undertakingalong with criteria based on which An associated undertaking due to investments by the holding
the associated relationship is established Company
2 Purpose, benefits and period of investment For the benefit of the Company and to earn better returns in the
long run on strategic investment by capturing the opportunities
on the right time
3 Maximum amount of investment Unutilized limit of PKR 869.71 million is requested for approval.
This is in addition to Investment at cost of PKR 237.29 million
already made upto 30 June, 2024.
4 Maximum price at which securities will be acquired At par/premium/market/offered/negotiated price prevailing on
the date of transaction/investment
5 Maximum number of securities to be acquired No of securities purchasable under approved limit in accordance
with / based on Sr. Nos. 3 & 4 above
6 In case the purchase price is higher than market value Not Applicable
in case of listed securities and fair value in case of
unlisted securities, justification thereof
7 Number of securities and percentage thereof held Before: NIL shares held in the Company as on 30 June, 2024
before and after the proposed investment being NIL holding.
After: Increase in securities / percentage in accordance with /
based on Sr. No. 3, 4 & 5 above
8 In case of investment in listed securities, average of PKR 5.64
the preceding twelve weekly average price of the
security intended to be acquired
9 In case of investment in unlisted securities, fair Not Applicable
market value of such securities determined in terms
of regulation 6 (1)
10 Financial position, including main items of balance Total Equity, Total assets and total liability amounting to PKR
sheet and profit and loss account of the associated 19,419 million, PKR 47,778 million and PKR 28,359 million
company or associated undertaking on the basis of respectively.
its latest financial statements Gross profit, Loss before tax and Loss after tax amounting to
PKR 6,790 million, PKR (1,918.92) million and PKR (2,703.28)
million respectvely
11 Break-up value of securities intended to be acquired PKR 14.71
on the basis of the latest audited financial statements
12 Earning per share of the associated company or 2024: PKR (2.88)
associated undertaking for the last three years 2023: PKR (0.19)
2022: PKR (0.62)
13 Sources of fund from which securities will be acquired From company's own available liquidity and credit lines
186 AHL Annual Report | 2024
S.No. Description Information
14 Where the securities are intended to be acquired
using borrowed funds
(i) Justification for investment through borrowings The Company foresee the return on this strategic investment
higher than the borrowing cost
(ii) Detail of guarantees and assets pledged for obtaining Pledge of listed securities and / or charge over assets of the
such funds Company, if and where needed.
(iii) Cost Benefit Analysis Company’s expects to time the investment to earn return over
and above the borrowing cost.
15 Salient features of the agreement(s), if any, entered There is no agreement as this is a Strategic Investment
into with its associated company or associated
undertaking with regards to the proposed investment
16 Direct or indirect interest of directors, sponsors, Directors of the Company have no interest in the investee
majority shareholders and their relatives, if any, in Company except in their capacity as Sponsor / Director /
the associated company or associated undertaking Shareholder of Investee Company.
or the transaction under consideration
17 Any other important details necessary for the members Not Applicable
to understand the transaction
18 In case of investment in securities of a project of an
associated company or associated undertaking that
has not commenced operations, in addition to the
information referred to above, the following further
information, is required, namely
(i) Description of the project and its history since Not Applicable
conceptualization
(ii) Starting and expected dated of completion of work Not Applicable
(iii) Time by which such project shall become commercially Not Applicable
operational
(iv) Expected time by which the project shall start paying Not Applicable
return on investment
19 In case an investment in associated company has The agreement with the IMF and gradual reduction in discount
already been made, the performance review of such rate may help stimulate demand in the construction sectors,
investment including complete information / resultantly it may increase sale of cement. Consequently, the
justification for any impairments / write-offs investment is expected to add value to AHL shareholders. Performance
of POWER can be referred in Point 10 to 12 above.
3. INVESTMENT IN SECURITIES
S.No. Description Information
1 Name of the associated company or associated AISHA STEEL MILLS LIMITED
undertakingalong with criteria based on which An associated undertaking due to investments by the holding
the associated relationship is established Company
2 Purpose, benefits and period of investment For the benefit of the Company and to earn better returns in the
long run on strategic investment by capturing the opportunities
on the right time
3 Maximum amount of investment Unutilized limit of PKR 589 million is requested for approval. This
is in addition to Investment at cost of PKR 410.63 million already
made upto 30 June, 2024.
4 Maximum price at which securities will be acquired At par/premium/market/offered/negotiated price prevailing on
the date of transaction/investment
AHL Annual Report | 2024 187
S.No. Description Information
5 Maximum number of securities to be acquired No of securities purchasable under approved limit in accordance
with / based on Sr. Nos. 3 & 4 above
6 In case the purchase price is higher than market value Not Applicable
in case of listed securities and fair value in case of
unlisted securities, justification thereof
7 Number of securities and percentage thereof held Before: Nil shares held in the Company as on 30 June, 2024,
before and after the proposed investment being Nil holding.
After: Increase in securities/ percentage in accordance with /
based on Sr. No. 3, 4 & 5 above
8 In case of investment in listed securities, average of PKR 7.66
the preceding twelve weekly average price of the
security intended to be acquired
9 In case of investment in unlisted securities, fair Not Applicable
market value of such securities determined in terms
of regulation 6 (1)
10 Financial position, including main items of balance Total Equity, Total assets and total liability amounting to PKR
sheet and profit and loss account of the associated 15,707 million, PKR 40,597 million and PKR 24,890 million
company or associated undertaking on the basis of respectively.
its latest financial statements Gross profit, Loss before tax and Loss after tax amounting to
PKR 3,830 million, PKR (813.29) million and PKR (132.47)
million respectvely
11 Break-up value of securities intended to be acquired PKR 16.12
on the basis of the latest audited financial statements
12 Earning per share of the associated company or 2024: PKR (0.26)
associated undertaking for the last three years 2023: PKR (3.56)
2022: PKR 1.27
13 Sources of fund from which securities will be acquired From company's own available liquidity and credit lines
14 Where the securities are intended to be acquired
using borrowed funds
(i) Justification for investment through borrowings The Company foresee the return on this strategic investment
higher than the borrowing cost
(ii) Detail of guarantees and assets pledged for obtaining Pledge of listed securities and / or charge over assets of the
such funds Company, if and where needed.
(iii) Cost Benefit Analysis Company’s expects to time the investment to earn return over
and above the borrowing cost.
15 Salient features of the agreement(s), if any, entered There is no agreement as this is a Strategic Investment
into with its associated company or associated
undertaking with regards to the proposed investment
16 Direct or indirect interest of directors, sponsors, Directors of the Company have no interest in the investee
majority shareholders and their relatives, if any, in Company except in their capacity as Sponsor / Director /
the associated company or associated undertaking Shareholder of Investee Company.
or the transaction under consideration
17 Any other important details necessary for the members Not Applicable
to understand the transaction
188 AHL Annual Report | 2024
