Universal Network : GEMUNSL | Universal Network Systems Limited(GEM) Transmission of Annual Report for the Year Ended June 30 2023

ANNUAL REPORT 2023

CONTENTS

Vision, Mission and Values Code of Conduct Company Information

Notice of Annual General Meeting - English & Urdu Director Report - English

Director Report - Urdu

Chairman Review Report

Key Financial Highlights Statement of Value Addition

Independent Auditor's Review Report to the Members on Statement of Compliance with Listed Companies (Code of Corporate Governance) Regulations, 2019 Statement of Compliance with Listed Companies (Code of Corporate Governance) Regulations, 2019

Independent Auditor's Report to the Members - Unconsolidated Unconsolidated Statement of Financial Position Unconsolidated Statement of Profit or Loss

Unconsolidated Statement of Comprehensive Income Unconsolidated Statement of Changes in Equity Unconsolidated Statement of Cash Flows

Notes to the Unconsolidated Financial Statements Independent Auditor's Report to the Members - Consolidated Consolidated Statement of Financial Position Consolidated Statement of Profit or Loss

Consolidated Statement of Comprehensive Income Consolidated Statement of Changes in Equity Consolidated Statement of Cash Flows

Notes to the Consolidated Financial Statements Pattern of Shareholding

Hardcopy request of Annual Report Proxy form - English & Urdu

Independent Audit Report on Free Float Statement Free Float Statement

Vision

To become the service provider of choice in the express and logistics industry, delivering pioneering technological solutions by flexibly responding to evolving customer needs.

Mission

We are committed to providing exceptional customized solutions to meet our client's unique logistics challenges and customer care. We tackle each challenge in a multifaceted way using creativity, logic, technology and technical expertise to provide the most innovative, cost-effective logistical and specialized supply chain solutions. We aim to be the leading express services provider in Pakistan with a focus on expanding and strengthening our operational network.

Values

Committed to Customer

We are committed toward providing a delighted customer service experience to build long-lasting relationships with our customers.

Innovation

We focused toward architectural innovation to address the evolving customer needs

Integrity

We upholds the highest standards of integrity in all our actions

Team Work

We work together across different communities to meet the need of our customers and to help the company wins.

Transparency

We encourage a culture of open dialogue and sharing and embraces transparency among all our processes

Respect

We value our people, our community and customers are at the core of everything we do.

Code of Conduct

"Guiding you to make the right decisions."

Commitment to the code is a shared framework of professional responsibility that affirms our pledge to the core values of our organization and therefore its compliance is obligatory.

Compliance with the rules and regulations

All employees are bound to comply with the rules and regulation of the organization; all actions should be within the parameters of the rules and regulations. Any action against the guidelines should be reported to concern Manager/Head of HR or one can refer to the Whistleblowing Policy in our Employee Handbook.

Safe, Secure and Healthy Working Conditions

We are committed to providing safe and healthy working conditions at all our premises. Safety and health are paramount in all business decisions and must be an integral part of our culture. It is the duty of every employee to follow the safety & health guidelines.

Anti-bribery and Corruption

We are committed to implementing fair and ethical business practices, and avoiding corruption of all kinds, including bribery, commission, kickbacks or any malpractices from the vendors, suppliers or within the organization with any staff member. The company, its employees and anyone acting on our behalf, must abide and follow.

Business Gifts and Entertainment

Business gifts, entertainment and hospitality on a modest scale are commonly used to build goodwill. However, Blue EX forbids any unethical gifts, entertainment or hospitality. The limitation of gift acceptance is clearly mentioned in the business, gifts and entertainment policy in our Employee Handbook.

Equality and Fair Treatment

We commit to ensuring fair treatment for all employees based on merit in our process and procedures. We continuously strive to promote a work environment that is free of harassment, bullying and abusive conduct - whether physical, verbal or visual. Every employee is bound to follow the equality and fair treatment guidelines provided in HR manual.

Company Assets and Information

We act with integrity and responsible to prevent the misuse or loss of company resources and assets by being cautions and alert in our work. We treat company's information as one of the most valued assets and handle confidential and sensitive information with utmost care which includes software, logos, letterheads, laptops, visiting cards, uniforms or any other material that is company's property.

Conflict of Interest

Acting with integrity requires being free from conflicts of interest in all decision making. A conflict of interest occurs whenever the prospect of direct or indirect personal gain may influence our judgement or actions while conducting company business. We expect our employees to uphold the letter and spirit of our code of conduct in all their dealings and abide by the guidelines mentioned within. To this effect, willful violations of the code shall result in appropriate and just disciplinary action.

Social Media/Internet Community

At Blue EX, we understand that social media can be fun and rewarding way to share your opinions with co-workers. In particular, uploading, posting, forwarding or posting a link to any of the following types of material on a social media website such as our logos, a false defamatory statement about any person or organization or any material.

Attendance & Punctuality

All employees are bound to comply with the rules of attendance and punctuality. Employees should be at their work station by the start of each workday at the time designated by the department.

Uniform & Presentation

Employees should always be dressed neatly and appropriately for the type of work they perform. This includes wearing appropriate uniforms, footwear and the identification of badges/cards. Avoid using abusive language and smoking, chewing of pan, gutka or drugs inside the office.

Harassment

We do not tolerate harassment in the workplace. This applies whether the person being harassed or doing the harassing to employee or a non-employee. Harassment involves a pattern of abusive and degrading conduct (such as verbal abuse, sexually explicit or derogatory comments or images, mimicry, unwanted touching, or lewd or offensive

gestures, bullying or jokes) Such harassment can occur in or outside the office, or through social media which should be reported on immediate basis.

CONCLUSION

We are committed to a supportive work environment, where employees have the opportunity to reach their fullest potential. Blue EX is expected to do their utmost to create a workplace culture that is free of harassment, intimidation, bias, and unlawful discrimination. In the case of non-compliance with this Code, BLUE EX shall have the right and/or obligation to take disciplinary action, including but not limited to one or more of the following actions:

• Warnings (verbal and/or written).
• Termination of employment/services.
• Financial penalties.
• Declaration to regulators.
• Legal action and/or lawsuits.

The level and type of disciplinary action is driven by the non- compliance's nature, scope, intent and materiality of potential consequences.

COMPANY INFORMATION
BOARD OF DIRECTORS	TAX ADVISOR
Mr. Arif Elahi - Chairman / Non-Executive Director
Mr. Danish Elahi - Non-Executive Director	M/s. Crowe Hussain Choudhury & Co.
Mrs. Safina Danish Elahi - Non-Executive Director	Chartered Accountants
Mufti Muhammad Najeeb Khan - Non-Executive Director
Mrs. Nadine Malik Almani - Independent Director	BANKERS
Mrs. Naveen Ahmed - Independent Director	Dubai Islamic Bank
Mr. Ali Aamer Baxamoosa - Executive Director	Meezan Bank
Mr. Imran Baxamoosa - Chief Executive Officer	Standard Chartered Bank (Pakistan) Limited
	Habib Bank Limited
AUDIT COMMITTEE	Bank Alfalah
	Al Baraka Bank (Pakistan) Limited
Mrs. Naveen Ahmed - Chairman	Silk Bank Limited
Mr. Danish Elahi	Summit Bank Limited
Mrs. Nadine Malik Almani	Habib Metropolitan Bank Limited
Mr. Ahsan Iqbal - Secretary	United Bank Limited
HUMAN RESOURCE & REMUNERATION COMMITTEE	JS Bank Limited
MCB Bank Limited
Mrs. Nadine Malik Almani - Chairperson	SHARE REGISTRAR
Mr. Danish Elahi
Mrs. Safina Danish Elahi	CDC Share Registrar Services Limited
Mr. Imran Baxamoosa	CDC House, 99-B, Block B, S.M.C.H.S.
Ms. Anam Saleem - Secretary	Main Shahra-e-Faisal, Karachi - 74400
CHIEF FINANCIAL OFFICER	Email: [e-mail] Website: www.cdcrsl.com
REGISTERED OFFICE
Mr. Salman Hameed
	Bangalow No. 5, Banglore Town,
COMPANY SECRETARY	Main Shahrah-e-Faisal, Karachi
Tel: [phone]-Blue Ex (258339)
Mr. Ahsan Iqbal	Email: [e-mail]
AUDITORS	website: www.blue-ex.com
Crowe Hussain Choudhury & Co. Chartered Accountants
LEGAL ADVISOR
Mohsin Tayebaly & Co
SYMBOL AT PAKISTAN STOCK EXCHANGE LIMITED
GEMUNSL

UNIVERSAL NETWORK SYSTEMS LIMITED

NOTICE OF ANNUAL GENERAL MEETING

Notice is hereby given that the Annual General Meeting ("AGM") of Universal Network Systems Limited ("Company") will be held on Monday, November 27, 2023 at 03:30 p.m. at the registered office of the Company situated at Plot # 5, Banglore Town, Near Awami Markaz, Shahrah-e-Faisal, Karachi Pakistan, and through video link facility to transact the following businesses:

ORDINARY BUSINESS

1. To receive, consider and adopt the Audited Unconsolidated and Consolidated Financial Statements of the Company for the year ended June 30, 2023 together with the Auditors' and Directors' Reports thereon and the Review Report of the Chairman.
   In accordance with Section 223(7) of the Companies Act, 2017, the financial statements of the Company have been uploaded on the Company's website which can be downloaded from the link: https://www.blue- ex.com/corporate/financial-report.
2. To appoint Auditors and to fix their remuneration. The members are hereby notified that the Board and the Audit Committee have recommended the reappointment of M/s. Crowe Hussain Chaudhury & Co. Chartered Accountants, as auditors of the Company.

Place: Karachi	By Order of the Board
Dated: November 06, 2023	Ahsan Iqbal
	Company Secretary

Notes:

1. The Share Transfer Book of the Company will remain closed from Tuesday November 21, 2023 to Monday November 27, 2023 (both days inclusive).
2. A member entitled to attend and vote at the meeting may appoint another person as his/her proxy to attend and vote on his/her behalf. In the case of corporate entity, the Board of Directors Resolution/Power of Attorney with specimen signature of the representative shall be submitted along with Proxy Form of the Company. Proxies, to be affective proxies, must be received at the registered office of the Company 48 hours before the time of holding of the meeting.
3. Those members who have deposited their shares with the Central Depository Company of Pakistan Limited (CDC) are requested to bring their original CNIC, Account and Participation's Numbers. Such members will further have to follow the guidelines as laid down in the Securities and Exchange Commission of Pakistan's Circular No. I dated January 26, 2000.
4. The members should quote their folio number in all correspondence with the Company and at the time of attending the meeting.
5. Members are encouraged to attend the AGM proceedings via video-conferencing facility, which shall be made available by the Company. All shareholders/members interested in attending the AGM, through video- conferencing facility is required to send an email at [e-mail] with his/her email address, name, folio number, CNIC number and number of shares held in his/her name with subject "Registration for UNSL's AGM ". A video link to join the AGM will be shared with members whose emails are received at least 48 hours before the time of AGM. Shareholders can also provide their comments and questions for the agenda items of the AGM at the above-mentioned email address.
6. Pursuant to the Companies (Postal Ballot) Regulations, 2018 for the purpose of election of directors and for any other agenda item subject to the requirements of sections 143 and 144 of the Companies Act, 2017, members will be allowed to exercise their right of vote through postal ballot, that is voting by post or through any electronic mode, in accordance with the requirements and procedure contained in the aforesaid Regulations.

ڈٹيمل زمٹسس کرو ٹين لسروينوي

سٹون اک گنٹيم لرنج ہنﻻاس

وک 2023 رﺒمون 27 ريپ ("AGM") گنٹيم لرنج ہنﻻاس یک ("ینپمک") ڈٹيمل زمٹسس کرو ٹين لسروينوي ہک ےہ یتاج ید عﻼطا ےک ینپمک عقاو ںيم ناتسکاپ یچارک ،لصيف هارہاش ،زکرم یماوع دزن ،نؤاٹ رولگنب ،5 رﺒمن ٹﻼپ ۔یگوہ دقعنم ےجب 03:30 رہپود :ےيل ےک ےنرک نيد نيل وک رابوراک ليذ جرد ےعيرذ ےک تلوہس یک کنل ويڈيو روا ،ںيم رتفد ڈرٹسجر

رابوراک ماع رپ نا ،ےنرک لوصو وک تانايب یتايلام ہقفتم روا ہقفتم ريغ هدش ٹڈآ ےک ینپمک ےيل ےک لاس ےلاو ےنوہ متخ وک 2023 نوج 30 .1 ۔هتاس ےک ٹروپر هزئاج یک نيمرئيچ روا سٹروپر یک زرٹکيرئاڈ روا زرٹيڈآ ےيل ےک ےنانپا روا ےنرک روغ

ےہ ايگ ايد رک ڈول پا رپ ٹئاس بيو یک ینپمک وک ںوراوشوگ یتايلام ےک ینپمک ،قباطم ےک (7)223 نشکيس ےک 2017 ٹکيا زينپمک

.هزئاج یتايلام /https://www.blue-ex.com/corporate :ےہ اتکس اج ايک ڈول نؤاڈ ےس کنل ےسج

یردہوچ نيسح ورک ےن یٹيمک ٹڈآ روا ڈروب ہک ےہ اتاج ايک علطم وک نيکارا ۔انرک ےط وک ےضواعم ےک نا روا یررقت یک زرٹيڈآ .2 ۔رپ روط ےک زرٹيڈآ ےک ینپمک ےہ یک شرافس یک یررقت هرابود یک ،سٹنٹنؤاکا ڈرٹراچ ینپمک ڈنيا

ےس مکح ےک ڈروب

لاﺒقا نسحا یرٹرکيس ینپمک

2023 رﺒمون 6 ،یچارک

:سٹون

:سٹون ۔یگ ےہر دنب کت (تيمس ند ںونود) 2023 رﺒمون 27 ريپ ےس 2023 رﺒمون 21 لگنم کب رفسنارٹ رئيش یک ینپمک .1

ےيل ےک ےنيد ٹوو روا ےنرک تکرش ےس فرط ینپا وک صخش ےرسود یسک نکر رادقح اک ےنيد ٹوو روا تکرش ںيم گنٹيم .2 ےک ےدنئامن ینراٹا فآ رواپ/دادرارق یک زرٹکيرئاڈ فآ ڈروب ،ںيم ےلماعم ےک ےرادا ٹيروپراک ۔ےہ اتکس رک ررقم یسکارپ انپا ےک گنٹيم ،ےيل ےک ےنوہ یسکارپ نک رثاتم ،زيسکارپ ۔ےگ ںيئاج ےئارک عمج هتاس ےک مراف یسکارپ ےک ینپمک هتاس ےک طختسد ۔ےہ یرورض انوہ لوصوم ںيم سفآ ڈرٹسجر ےک ینپمک ےلہپ ےٹنهگ 48 ےس تقو ےک داقعنا

یتاج یک تساوخرد ےس نا ںيہ ےئارک عمج ںيم (CDC) ڈٹيمل ناتسکاپ فآ ینپمک یرٹزاپڈ لرٹنيس صصح ےنپا ےن نارﺒمم نج .3 زيٹرويکيس ہک اسيج اگوہ انرک لمع رپ تايادہ ديزم وک نيکارا ےسيا ۔ںيئﻻ رﺒمن ےک تکرش روا ٹنؤاکا ،CNIC لصا ےنپا هو ہک ےہ ۔ےہ ايگ ايد ںيم 2000 یرونج 26 ہخروم I رﺒمن رلکرس ےک ناتسکاپ فآ نشيمک جنيچسکيا ڈنيا

۔ےيہاچ انيد ہلاوح اک رﺒمن ويلوف ےنپا تقو ےک تکرش ںيم گنٹيم روا ںيم تباتک و طخ مامت هتاس ےک ینپمک وک نيکارا .4

یک ینپمک وج ،ےہ یتاج ید بيغرت یک تکرش ںيم یئاورراک یک AGM ےعيرذ ےک تلوہس یک گنسنرفناک ويڈيو وک نيکارا .5 مامت ےلاو ےنهکر یپسچلد ںيم تکرش ںيم AGM ےعيرذ ےک تلوہس یک گنسنرفناک ويڈيو ۔یگ ےئاج یئارک بايتسد ےس فرط ahsan.iqbal@blue- هتاس ےک دادعت یک صصح روا رﺒمن CNIC ،رﺒمن ويلوف ،مان ،سيرڈيا ليم یا ےنپا وک نارﺒمم/زرڈلوہ رئيش ۔هتاس ےک عوضوم ےک "نشيرٹسجر ےيل ےک AGM یک UNSL" رپ مان ےک سا ۔ےہ ترورض یک ےنجيهب ليم یا رپ ex.com مک ےس تقو ےک AGM زليم یا یک نج اگ ےئاج ايک رئيش هتاس ےک ںورﺒمم نا کنل ويڈيو کيا ےيل ےک ےنوہ لماش ںيم AGM

۔زمٹئآ اڈنجيا ےک AGM رپ سيرڈيا ليم یا ﻻاب ہجردنم ۔ںيہ یتوہ لوصوم ےلہپ ےٹنهگ 48 مک زا

نشکيس ےک 2017 ٹکيا زينپمک روا ےيل ےک دصقم ےک باختنا ےک زرٹکيرئاڈ قباطم ےک 2018 ،زنشيلوگير (ٹليب لٹسوپ) زينپمک .6 لٹسوپ ۔یگوہ تزاجا یک ےنرک لامعتسا قح انپا وک نيکارا ،ےيل ےک ےڈنجيا ےرسود یسک طورشم ےس ںوضاقت ےک 144 روا 143 دوجوم ںيم طباوض هروکذم ،ےہ انلاڈ ٹوو ےعيرذ ےک ڈوم کنارٹکيلا یهب یسک اي ےعيرذ ےک ٹسوپ ہک وج ،ٹوو ےعيرذ ےک ٹليب ۔قباطم ےک راک ہقيرط روا ںوضاقت

Directors' Report

The Directors of Universal Network Systems Limited are pleased to present the Annual Report and the audited Unconsolidated and Consolidated Financial Statements for the year ended June 30, 2023.

Your company's strength lies in its diverse business segments which distinguish it from other companies. Your Company with more diversification and innovative solutions aiming to address the economic headwinds and throughout the year, it consistently worked to serve its clientele with more robust business solutions through better technology, efficient operational network and introducing new products to meet continuous demand of its valued clientele.

The Company is consolidating its position on both transactions' volume and performance with net operating revenue of the Company led primarily by its international freight business, e-commerce shipments and Courier Segments has increased a massive 61% year on year on a standalone basis.

The Company in order to achieve rapid growth and increased profitability, successfully concluded its acquisition of Universal Freight Systems Private Limited (UFS), one of the largest freight forwarding companies of Pakistan which adds to its range of international freight business in the coming years. This acquisition of UFS as a wholly owned subsidiary was completed towards the end of financial year and its results were presented with this report separately.

As informed you earlier during the year through announcement at PSX that Abhi Private Limited (ABHI), a fintech company licensed under SECP NBFC Regulations has acquired an equity stake in the Company making way for Pakistan's largest platform to tap into fintech & logistics deployment in retail distribution of financial/e-com products across Pakistan. This transaction between ABHI and the Company will leverage the power of finance and logistics to enable the largest platform in Pakistan to distribute financial products across the country.

To diversify its bouquet of services, earlier in the calendar year, the Company forged a partnership with Fly Jinnah - a low cost budget airline of Air Arabia as their Cargo General Sales Agent. The Company is aiming to capitalize on the low-cost model of airline for serving its airport-to-airport customers with higher efficiency and at most competitive service model.

All the above, would provide a more stable and long-term business anchoring for diversified sources of sustainable income streams as well as providing customers with full 360° solutions for international outreach, via express, freight and e-com solutions.

Economy Review

Despite the challenges on both domestic and international business and economic fronts due to continuous rise in fuel prices, unpredictable PKR to $ parity, limited cross border trade; the Company managed well to maintain its cost of doing business through continuous untiring efforts for achieving operational efficiencies, better capacity utilization across all segments and enhance its footprints across all networks, both globally and domestically to strengthen its position of top logistics & courier partner in the country.

The online market size of e-commerce for domestic consumers is still growing and as per Statista, at an average CAGR of 6%, it is anticipated to reach over USD 7 billion by 2027. However, the higher cost of doing business, fiscal narrative and geo-political situation has created numerous challenges the domesitc economy at large and for logistics industry, in particular, due to higher inflation and fuel prices.

Sector Review

The global recession and overall higher interest rates scenario around the world has taken the bite out of the venture and private equity funded companies during the last 8 months and the average investment in such companies in Pakistan showed a negative cash flow. Those entrants which were dependent on such VC funding and in earlier days raised their business volume through a higher burn-out rate now facing numerous challenges internally for higher cost issues, a limited network outreach, low revenue per shipment and externally not able to provide any meaningful