AIL/PSX/25-26/§1/FIN
TheGeneral Manager
Pakistan Stock Exchange Limited Stock EXChangeBuilding
t0Ck Exchange Road
Karachi
INDUSTRIES LIMITED
An IATF Approved. ISO/TS 16949 Certified Company
September 22, 2025
Subject: TRANSMISSION OF ANNUAL REPORT FOR THE YEAR ENDED 3UNE 30, 2025
Dear Sir,
We have to inform you that the Annual Report of Agriauto Industries Limited (the Company) for the year ended June 30, 2025 have been transmitted through PUCARS and is also available on the Companys website.
You may please inform the TRE Certificate Holders of the Exchange accordingly.
Yours sincerely,
For Agriauto Industries Limited
Shaharyar Ashraf Khan Company Secretary
E
Head OMce :
Sth. Floor, House of Habib, 3 JCHS, Block-7/8, Main Shara-e-Faisal, Karachi.
Tel : 92-21-34541540, 34541543
PABX : 34312030, Fax : 92-21-34549284
Factory :
Hub Chowki, Distt. Lasbella, Balochistan. Tel : (92-0853) 364326, 363559
Fax : (92-0853) 363631
E-mail: info@agriaulo.com.pk
riauto industries Limited
2025
annual report
The House of Habib mourns the profound loss of our Founding Chairman,
Rafiq M. Hobib, who passed away on September 3rd,2025.
boundless enterprise,
unwavering
A visionary in every sense, Rafiq M. Hobib built the foundation of our Group
with quiet determination,
Ond On
belief in
brought
through
the power of purpose-driven work. Many of the businesses that now form
who knew him.
principled. His presence wasa source of strength and reassurance for all
authority, but from a place of values - always approachable, always
humility. A gentle, calm, and grounded soul, he led not froma place of
the backbone of the House of Habib
were
tO life
his
dedication, foresight, and tireless effort.
Yet beyond his remarkable achievements, what truly set him apart was his
He wasa firm believer in the power of education as a force for change, |
Rafiq M. Habib dedicated much of his life to uplifting the underprivileged. |
His quiet yet impactful philanthropic efforts opened doors for countless |
young minds, embodying his conviction that true progress lies in |
empowering others. |
integrity, purpose, and unwavering commitment. The values he instilled -
of honesty, humility, and integrity - remain the bedrock of our
organisation, and will continue to guide us forward.
We extend our heartfelt condolences to his tamily and loved ones, and we
that success carries with ita duty to serve.
As we grieve this profound loss, we also honoura life lived rooted in
highest ploce in
the
gront him
God
ond
him
proyer for
Please soy o
His compassion and generosity knew no bounds, always guided bya belief
Rafiq M. Habib
1937-2025
invite all who were touched by his life to join us in honoring his memory.
From oll the employees ond componies of House of Hobib.
Jonnot ul Firdous.
Agriauto Industries Limited is a public limited company, incorporated in 1981 and listed on the Pakistan Stock Exchange.
The company began its journey by producing essential components for local vehicle assemblers, primarily shocks and parts for tractor assemblies. Over the decades, it has expanded its capabilities through strategic partnerships, technical collaborations and continuous investment in technology and people.
Today, Agriauto is recognized as one of the leading private sector manufacturers of automotive components in Pakistan and was the first in the country to obtain TS-16949 Certification.
Technical collaborations with leading international companies have further strengthened its versatility. Its product portfolio serves both Original Equipment Manufacturers (OEMs) and the aftermarket.
TEAM
PARTS
Powered by Driven by
Annual Report 2025
Table of Contents
Our Vision
Company Information Board of Directors
Our Customers and Partners Organization Chart
Our Products
Awards and Highlights
Key Performance Indicators (Consolidated) Six years at a glance (Consolidated) Financial Highlights (Consolidated)
Vertical Analysis (Consolidated) Horizontal Analysis(Consolidated) Notice of the Annual General Meeting Chairman's Review
Chairman's Review in Urdu Directors' Report
Directors' Report in Urdu
Statement of Compliance with Listed Companies (Code of Corporate Governance) Regulations, 2019
Independent Auditor's Review Report Independent Auditor's Report
(Unconsolidated)
Financial Statements (Unconsolidated)
Independent Auditor's Report (Consolidated)
Financial Statements (Consolidated) Pattern of Shareholding Sustainability & CSR
Proxy Form
06
08
10
12
13
16
20
23
24
25
26
28
30
37
39
41
61
66
69
70
75
122
127
176
180
Our Vision
A world class manufacturer and supplier of high entry barrier automotive components providing competitive returns to all stakeholders.
06 Agriauto Industries Limited Annual Report 2025 07
Company Information
BOARD OF DIRECTORS
Yutaka Arae Chairman Fahim Kapadia Chief Executive
Hamza Habib Non Executive Director Salman Burney Non Executive Director Sohail P. Ahmed Non Executive Director Ayesha T. Haq Independent Director Aqueel E. Merchant Independent Director
BOARD AUDIT AND RISK MANAGEMENT COMMITTEE
Aqueel E. Merchant Chairman Sohail P. Ahmed Member Ayesha T. Haq Member
HUMAN RESOURCE AND REMUNERATION COMMITTEE
Aqueel E. Merchant Chairman Salman Burney Member Sohail P. Ahmed Member Yutaka Arae Member
Fahim Kapadia Member
CHIEF FINANCIAL OFFICER
Fahad Tariq Rafi
COMPANY SECRETARY
Shaharyar Ashraf Khan
AUDITORS
A.F. Ferguson and Co., Chartered Accountants
LEGAL ADVISOR
Aga Faquir Mohammad & Co.
712, 7th Floor, Uni Shopping Centre, Abdullah Haroon Road, Karachi, Sindh, Pakistan.
Tel: 35213375, 35214801
SHARE REGISTRAR
FAMCO Share Registration Services (Pvt.) Limited 8-F, Next to Hotel Faran, Nursery, Block-6, P.E.C.H.S., Shahrah-e-Faisal, Karachi. Tel: 34380101-5, 34384621-3
REGISTERED OFFICE
5th Floor, House of Habib
3 JCHS, Main Shahrah-e-Faisal, Karachi.
Website: https://www.agriauto.com.pk Email: info@agriauto.com.pk
BANKERS
Bank Al-Habib Limited
Dubai Islamic Bank Pakistan Limited Faysal Bank Limited
Habib Bank Limited
Habib Metropolitan Bank Limited Meezan Bank Limited
National Bank of Pakistan
Standard Chartered Bank (Pakistan) Limited The Bank of Punjab
United Bank Limited
FACTORY
Agriauto Industries Limited Mouza Baroot, Hub Chowki, Distt. Lasbella, Balochistan.
Agriauto Stamping Company (Pvt.) Ltd DSU-12B, Down Stream Industrial Estate Pakistan Steel, Bin Qasim, Karachi.
08 Agriauto Industries Limited
Annual Report 2025 09
Board Of Directors
Yutaka Arae Chairman
With an illustrious career spanning decades, Mr. Yutaka Arae has left an indelible mark on the automotive sector through his transformative leadership and strategic insights. His journey began at Toyota Tsusho Corporation, Japan, where he played a pivotal role in propelling the company to new heights of success. His visionary approach continued at Indus Motor Co., Ltd., Pakistan, where he led the organization to become a market leader known for innovation and operational excellence. As a director at Agriauto Industries Ltd., Mr. Arae's influence further optimized operations, cementing his reputation as a driving force in the industry. His extensive experience and proven track record have solidified his position as a revered figure in the global automotive landscape, inspiring generations to come.
Fahim Kapadia Chief Executive
Fahim Kapadia is the CEO of the Company since January 2010. He has over 39 years of experience in the field of Finance, General Management and Business Development in Pakistan and abroad. He has been associated with the House of Habib for the last 26 years having served as Chief Financial Officer of Thal Limited and prior to this as General Manager Finance and Deputy Managing Director of Agriauto Industries Limited. He has been serving on the Board of Agriauto Industries Limited since 2002 and is a member of the Board of Agriauto Stamping Company (Private) Limited and AuVitronics Limited.
Sohail P. Ahmed Non Executive Director
Sohail P. Ahmed has been the Chief Executive of Naya Daur Motors and Mack Trucks, under Ministry of Production and of Allwin Engineering, Agriauto Industries Ltd and Thal Limited in the private sector. He is the Chairman of Pakistan Auto Sector Skill Development Company and Vocational Training Centre for Women, Korangi. He is a Director on many Boards in public & private sectors having served on Boards of PIDC, Pakistan Steel etc. He has been a member of the Senate of Dawood College of Engineering & Technology and Syndicate of NED University Karachi. He is the Founding Chairman of "Pakistan Association of Automotive Parts & Accessories Manufacturers" (PAAPAM). The Government of Japan has conferred the prestigious decoration, The Order of the Rising Sun, Gold Rays with Neck Ribbon to Sohail P. Ahmed, in recognition of his dedicated contributions for strengthening economic relations and mutual understanding between Japan and Pakistan.
Salman Burney Non Executive Director
Salman Burney joined the Board in August 2017 as a Non-Executive Director. He began his professional career with ICl Pakistan in Sales and Marketing, holding various roles in Pakistan and at ICI plc, London and as General Manager of ICl's Agrochemicals & Seeds Business. He later joined Smithkline Beecham in 1992 and was appointed MD, in 1997 with additional responsibility for Iran and the Caspian Region and was later responsible for GlaxoSmithKlines's Pharmaceutical business in Pakistan, Iran and Afghanistan in the capacity of VP/Area GM. He has a degree in Economics from Trinity College, University of Cambridge, UK and has been the President of Pakistan's foreign investors Chamber (OICCI) and Chairperson of the MNC Pharma Association, has led the industry interface with the government on various issues. He has also been a member of the Privatisation Commission, and a member of the Boards of
P.I.D.C. and N.T.D.C.
Aqueel E. Merchant Independent Director Aqueel E. Merchant is a professional with a wealth of experience spanning more than 30 years in professional services, mainly consulting, covering
Banking and Financial Services, FMCGs, Manufacturing, Development, and Government and Public sector clients in Pakistan, Afghanistan, UK and Middle East. Large projects carried out by him cover Business, IT and HR transformations, Operational Improvements, Governance, Monitoring and Evaluation, Regulatory Compliance, Contract Management and Risk Management. Due to his being the only Senior Partner of EY Ford Rhodes and the founder and Country Leader of the Consulting Business, he is well placed to engage at a strategic level with C-suites and Boards to make a strong contribution to any organization in a leadership capacity.
Hamza Habib Non Executive Director
Hamza Habib was appointed as a Director of Agriauto Industries Limited in October 2018. He has over 14 years of banking experience and is currently the Head of Corporate Banking at Habib Bank AG Zurich (HBZ) in Dubai, UAE. He has held various positions within the HBZ Group, including Alternate Chief Executive at Habib Bank Zurich (Hong Kong) Ltd, prior to which he was an Area Head with HBZ in the UAE. He also worked with Standard Chartered Bank in Geneva and London. He graduated from Babson College in Wellesley, Massachusetts (USA), with a Bachelor of Science in Business Management. He is also a Certified Director from the Pakistan Institute of Corporate Governance.
Ayesha T. Haq Independent Director
Ayesha T. Haq is a Barrister-at-Law and, for 13 years, was a media personality. She has practiced law in the UK, Pakistan, the Philippines and the USA and has worked on several international projects. A member of the Vision 2020 think tank of the Government of Pakistan, she has worked on policy and governance matters. She hosted 24Seven on Business Plus, where she has interviewed presidents, prime ministers, political leaders and policymakers. She wrote opinion pieces for several publications and hosted a radio show. She has been the CEO of Fashion Pakistan and organized Pakistan's first ever fashion week in 2009. At present, she heads Pharma Bureau, the association of the research-based multinational pharmaceutical companies operating in Pakistan.
Our Customers
Organization Chart
Board of Directors
Board Audit and Risk Management Committee
Board HR & Remuneration Committee
Our Partners
Internal Audit
CEO
Shock Absorbers & Struts
Shock Absorbers & Struts
Sheet Metal Parts & Assemblies
Technical
Sales & Marketing
Finance
Supply Chain
Human Resources
Administration
Information Technology
Door Hinges
& Power Window Regulators
Yamaha Shocks Absorbers
12 Agriauto Industries Limited
Annual Report 2025 13
Agriauto Stamping
Company (Private) Limited (ASC)
Agriauto Stamping (Private) Limited (ASC) is a wholly owned subsidiary of Agriauto Industries Limited and is involved in stamping of sheet metal parts, jigs and accessories, primarily for the automotive sectors.
ASC is actively engaged in securing new product developments to fortify sustainability and enhance profitability in the future. ASC continued to concentrate and excel in its core capability of stamping of high tensile sheet metal parts and operations are growing with an increase in number of parts being produced.
During the year, ASC has achieved a significant milestone by successfully delivering locally developed dies for Toyota South Africa. This strategic move underscores ASC's steadfast commitment to diversification and growth.
Furthermore, in line with our commitment to keep ASC at the forefront of technical advancement, ASC also installed a Robotic welding facility as an R&D project and resultantly, received good results. Going forward, management is working on various initiatives related to utilizing Artificial Intelligence (AI), emphasizing innovation and enhancing productivity.
14 Agriauto Industries Limited Annual Report 2025 15
Our Products
Mcpherson Assemblies
Power Window Regulators
Shock Absorbers
Door Hinges
Catalytic Converters
Steering Box - Tractors
Front Suspension -Motorcycles
Camshaft -Tractors
Fuel Tank Passenger Car
Instrument Panels & Door Impact
Beams
Shock Absorber Components -Motorcycles
Suspension Strut Assemblies
16 Agriauto Industries Limited Annual Report 2025 17
Shaping the Future with Precision
Sheet Metal Parts
Member Front Panel
Instrument Panel Sub Assembly
Cowl Assembly
Member Sub Assembly
Member Floor Side
Panel Sub Assembly Body Lower
Reinforcement Centre Body Sub Assembly
Front Pillar Sub Assembly
Cowl Side Panel
Front Body Pillar
Side Rail Roof
Rocker Sub Assembly
Recliner Panel Sub Assembly
Back Seat Panel Sub Assembly
Fuel Tank Panel
18 Agriauto Industries Limited Annual Report 2025 19
Awards & Highlights
Export Growth of Autoparts Award | PAAPAM
Timely Development Award | Indus Motor Company
Best Safety Recognition Award | Honda Atlas Vendor Conference
18th OSH Award | Employers' Federation of Pakistan
Women Empowerment & Gender Equality Award| Employers' Federation of Pakistan
20 Agriauto Industries Limited Annual Report 2025 21
KEY PERFORMANCE INDICATORS
Consolidated
2024-25 | 14.00 | 2024-25 | 6.62 |
2023-24 | 10.08 | 2023-24 | (9.65) |
Return on Fixed Assets
(3.40%)
2023-24
In %
2024-25 14.74%
1,172.48
496.19
2024-25
2023-24
EBITDA
Rupees in million
534%
136%
622%
Rupees in million In %
2024-25 238.32 2024-25 8.8%
2023-24 (347.50) 2023-24 (1.7%)
Profit / (Loss) Return on Capital
After Tax Employed
169%
2024-25 6.05
2023-24 5.81
Equity
Profit / (Loss) Before Tax
4%
Rupees in million Rupees in billion
2024-25 353.92
2023-24 (314.66)
212%
EPS / (LPS)
Gross Turnover
169%
Rupees in billion In PKR
39%
-32%
Rupees in million
Highlights2024-25 233
2023-24 342
Capital Expenditures
22 Agriauto Industries Limited Annual Report 2025 23
SIX YEARS AT A GLANCE Consolidated | |||||
2025 | 2024 | 2023 | 2022 | 2021 | 2020 |
FINANCIAL HIGHLIGHTS
1.79 : 1
180,000
5,872,567
6,052,567
168.13
3.94%
11,863,435
1,228,099
353,918
238,324
6.62
35%
-
1.98 : 1
180,000
5,634,243
5,814,243
161.51
-5.98%
8,534,184
388,520
(314,660)
(347,502)
(9.65)
-
-
2.06 : 1
180,000
5,981,745
6,161,745
171.16
-2.81%
8,314,517
542,184
(126,308)
(173,280)
(4.81)
-
-
2.18 : 1
144,000
6,191,025
6,335,025
219.97
11.63%
15,397,684
1,930,993
1,104,635
736,821
20.47
-25%
3.89 : 1
144,000
5,627,004
5,771,004
200.38
14.38%
10,485,027
1,685,479
1,203,265
829,664
23.05
220%
-
3.91 : 1
144,000
4,970,140
5,114,140
177.57
-2.12%
5,244,651
251,466
(24,969)
(108,438)
(3.01)
20%
-
Consolidated
Operating Results
Net Sales (Rs. in '000') Gross Profit (Rs. in '000')
6,000
4,000
2,000
-
Contribution to National Exchequer
4,258
2,775
1,545
2,045
2,043
3,067
Rs. In million
Profit / (Loss) Before Levies and Income Tax (Rs. in '000')
Profit / (Loss) After Tax (Rs. in '000') Earning / (Loss) per share (Rs.) Cash Dividend (%)
2020 2021 2022 2023 2024 2025
Years
15,000
10,000
5,000
Revenue
10,485
11,863
8,315 8,534
5,245
15,398
Rs. In million
Bonus Shares
Profit / (loss) before levies and income tax
2020 2021 2022 2023 2024 2025
Years
Financial Position
Current Ratio
Paid-up Share Capital (Rs. in '000') Reserves & Unappropriated Profit
1,400
1,200
1,000
800
600
400
200
-(200)
(400)
1,203 1,105
2020 2021 2022 2023
(25)
Rs. in million
354
2025
2024
(Rs. in '000')
Shareholders Equity (Rs. in '000') Breakup Value Per Share (Rs.) Return on Equity (Rs.)
(126 ) (315 )
Years
6,000
5,000
Shareholders' Equity
230.00
210.00
190.00
170.00
150.00
130.00
110.00
90.00
70.00
50.00
Breakup value per share
Amount In Rupees
219.97
177.57
200.38
171.16
161.51
168.13
2020 2021 2022 2023 2024 2025
Years
4,000
Rs. in million
6,053
6,335
6,162
5,771
5,814
5,114
2020 2021 2022 2023 2024 2025
Years
Earnings / (loss) per share
25.00
20.00
15.00
10.00
5.00
-
23.05
20.47
Amount in Rupees
6.62
(5.00)
2020 2021 2022 2023
2025
(10.00)
-3.01
-4.81
Years
2024
-9.65
24 Agriauto Industries Limited
Annual Report 2025 25
VERTICAL ANALYSIS
Consolidated
2025 | 2024 | 2023 | 2022 | 2021 | 2020 | ||||||||||||
Rs. In 000's | % | Rs. In 000's | % | Rs. In 000's | % | Rs. In 000's | % | Rs. In 000's | % | Rs. In 000's | % | ||||||
STATEMENT OF FINANCIAL POSITION | |||||||||||||||||
EQUITY AND LIABILITIES | |||||||||||||||||
Equity | 6,052,567 | 63% | 5,814,243 | 68% | 6,161,745 | 67% | 6,335,025 | 67% | 5,771,004 | 81% | 5,114,140 | 83% | |||||
Non-Current Liabilities | 354,320 | 4% | 530,183 | 6% | 658,221 | 7% | 167,441 | 2% | 98,308 | 1% | 70,835 | 1% | |||||
Current Liabilities | 3,247,689 | 34% | 2,240,843 | 26% | 2,309,539 | 25% | 3,023,639 | 32% | 1,219,655 | 17% | 1,008,799 | 16% | |||||
Total Equity & Liabilities | 9,654,576 100% | 8,585,269 100% | 9,129,505 100% | 9,526,105 100% | 7,088,967 100% | 6,193,774 100% | |||||||||||
ASSETS | |||||||||||||||||
Non-Current Assets | 3,849,479 | 40% | 4,158,334 | 48% | 4,362,168 | 48% | 2,936,929 | 31% | 2,350,556 | 33% | 2,247,843 | 36% | |||||
Current Assets | 5,805,097 | 60% | 4,426,935 | 52% | 4,767,337 | 52% | 6,589,176 | 69% | 4,738,411 | 67% | 3,945,931 | 64% | |||||
Total Assets | 9,654,576 100% | 8,585,269 100% | 9,129,505 100% | 9,526,105 100% | 7,088,967 100% | 6,193,774 100% | |||||||||||
STATEMENT OF PROFIT OR LOSS | |||||||||||||||||
Turnover - net | 11,863,435 | 100% | 8,534,184 | 100% | 8,314,517 | 100% | 15,397,684 | 100% | 10,485,027 | 100% | 5,244,651 | 100% | |||||
Cost of Sales | (10,635,336) | 90% | (8,145,664) | 95% | (7,772,333) | 93% | (13,466,691) | 87% | (8,799,548) | 84% | (4,993,185) | 95% | |||||
Gross Profit | 1,228,099 | 10.4% | 388,520 | 4.6% | 542,184 | 6.5% | 1,930,993 | 12.5% | 1,685,479 | 16.1% | 251,466 | 4.8% | |||||
Distribution Costs | (218,293) | 1.8% | (139,875) | 1.6% | (106,078) | 1.3% | (147,689) | 1.0% | (122,705) | 1.2% | (75,446) | 1.4% | |||||
Administrative Expenses | (442,338) 3.7% | (389,991) 4.6% | (345,031) 4.1% | (324,892) 2.1% | (249,388) 2.4% | (247,122) 4.7% | |||||||||||
Operating Profit / (Loss) | 567,468 | 4.8% | (141,346) | 1.7% | 91,075 | 1.1% | 1,458,412 | 9.5% | 1,313,386 | 12.5% | (71,102) | 1.4% | |||||
Other Expenses | (91,179) | 0.8% | (13,755) | 0.2% | (168,604) | 2.0% | (306,320) | 2.0% | (173,508) | 1.7% | (7,544) | 0.1% | |||||
Other Income | 87,847 | 0.7% | 48,163 | 0.6% | 69,082 | 0.8% | 54,032 | 0.4% | 67,512 | 0.6% | 56,886 | 1.1% | |||||
Finance Costs | (210,218) | 1.8% | (207,722) | 2.4% | (117,861) | 1.4% | (101,489) | 0.7% | (4,125) | 0.0% | (3,209) | 0.1% | |||||
Profit / (Loss) Before Taxation | 353,918 | 3.0% | (314,660) | 3.7% | (126,308) | 1.5% | 1,104,635 | 7.2% | 1,203,265 | 11.5% | (24,969) | 0.5% | |||||
Taxation | (115,594) | 1.0% | (32,842) | 0.4% | (46,972) | 0.6% | (367,814) | 2.4% | (373,601) | 3.6% | (83,469) | 1.6% | |||||
Profit / (Loss) After Taxation | 238,324 2.0% | (347,502) 4.1% | (173,280) 2.1% | 736,821 4.8% | 829,664 7.9% | (108,438) 2.1% | |||||||||||
26 Agriauto Industries Limited
Annual Report 2025 27
HORIZONTAL ANALYSIS
Consolidated
2025 | 2024 | 2023 | 2022 | 2021 | 2020 | ||||||||||||||
Rs. In 000's | 25 Vs 24 % | Rs. In 000's | 24 Vs 23 % | Rs. In 000's | 23 Vs 22 % | Rs. In 000's | 22 Vs 21 % | Rs. In 000's | 21 Vs 20 % | Rs. In 000's | 20 Vs 19 % | ||||||||
STATEMENT OF FINANCIAL POSITION | |||||||||||||||||||
EQUITY AND LIABILITIES | |||||||||||||||||||
Equity | 6,052,567 | 4% | 5,814,243 | -6% | 6,161,745 | -3% | 6,335,025 | 10% | 5,771,004 | 13% | 5,114,140 | -6% | |||||||
Non-Current Liabilities | 354,320 | -33% | 530,183 | -19% | 658,221 | 293% | 167,441 | 70% | 98,308 | 39% | 70,835 | 9% | |||||||
Current Liabilities | 3,247,689 | 45% | 2,240,843 | -3% | 2,309,539 | -24% | 3,023,639 | 148% | 1,219,655 | 21% | 1,008,799 | 55% | |||||||
Total Equity & Liabilities | 9,654,576 12% | 8,585,269 -6% | 9,129,505 -4% | 9,526,105 34% | 7,088,967 14% | 6,193,774 1% | |||||||||||||
ASSETS | |||||||||||||||||||
Non-Current Assets | 3,849,479 | -7% | 4,158,334 | -5% | 4,362,168 | 49% | 2,936,929 | 25% | 2,350,556 | 5% | 2,247,843 | 7% | |||||||
Current Assets | 5,805,097 | 31% | 4,426,935 | -7% | 4,767,337 | -28% | 6,589,176 | 39% | 4,738,411 | 20% | 3,945,931 | -2% | |||||||
Total Assets | 9,654,576 12% | 8,585,269 -6% | 9,129,505 -4% | 9,526,105 34% | 7,088,967 14% | 6,193,774 1% | |||||||||||||
STATEMENT OF PROFIT OR LOSS | |||||||||||||||||||
Turnover - net | 11,863,435 | 39% | 8,534,184 | 3% | 8,314,517 | -46% | 15,397,684 | 47% | 10,485,027 | 100% | 5,244,651 | -48% | |||||||
Cost of Sales | (10,635,336) | 31% | (8,145,664) | 5% | (7,772,333) | -42% | (13,466,691) | 53% | (8,799,548) | 76% | (4,993,185) | -41% | |||||||
Gross Profit | 1,228,099 | 216% | 388,520 | -28% | 542,184 | -72% | 1,930,993 | 15% | 1,685,479 | 570% | 251,466 | -85% | |||||||
Distribution Costs | (218,293) | 56% | (139,875) | 32% | (106,078) | -28% | (147,689) | 20% | (122,705) | 63% | (75,446) | -45% | |||||||
Administrative Expenses | (442,338) 13% | (389,991) 13% | (345,031) 6% | (324,892) 30% | (249,388) 1% | (247,122) 1% | |||||||||||||
Operating Profit / (Loss) | 567,468 | 501% | (141,346) | -255% | 91,075 | -94% | 1,458,412 | 11% | 1,313,386 | 1947% | (71,102) | -105% | |||||||
Other Expenses | (91,179) | 563% | (13,755) | -92% | (168,604) | -45% | (306,320) | 77% | (173,508) | 2200% | (7,544) | -93% | |||||||
Other Income | 87,847 | 82% | 48,163 | -30% | 69,082 | 28% | 54,032 | -20% | 67,512 | 19% | 56,886 | -21% | |||||||
Finance Costs | (210,218) | 1% | (207,722) | 76% | (117,861) | 16% | (101,489) | 2360% | (4,125) | 29% | (3,209) | 411% | |||||||
Profit / (Loss) Before Taxation | 353,918 | 212% | (314,660) | 149% | (126,308) | -111% | 1,104,635 | -8% | 1,203,265 | 4919% | (24,969) | -102% | |||||||
Taxation | (115,594) | 252% | (32,842) | -30% | (46,972) | -87% | (367,814) | -2% | (373,601) | 348% | (83,469) | -59% | |||||||
Profit / (Loss) After Taxation | 238,324 169% | (347,502) 101% | (173,280) -124% | 736,821 -11% | 829,664 865% | (108,438) -110% | |||||||||||||
28 Agriauto Industries Limited
Annual Report 2025 29
NOTICE OF THE ANNUAL GENERAL MEETING
NOTICE is hereby given that the 44th Annual General Meeting of the Members of the Company will be held on Monday, October 20, 2025 at 11:30 AM at ICAP Auditorium, Karachi to transact the following business:
ORDINARY BUSINESS
To receive, consider and adopt the Audited Accounts of the Company for the year ended June 30, 2025, together with the Chairman's Review Report, Directors' and Auditors' Report thereon.
In accordance with Section 223(7) of the Companies Act, 2017, and pursuant to SRO 389 (1)/2023 dated March 21, 2023, the financial statements of the Company have been uploaded on the Company's website which can be downloaded from the following link and QR enabled code:
https://www.agriauto.com.pk/pdf/jun-25/ail-annual-report-2025.pdf
To approve final cash dividend of 35% i.e. Rs. 1.75/- per share for the year 2024-25 as recommended by the Board of Directors.
To appoint Auditors of the Company and fix their remuneration for the year ending June 30, 2026. The present Auditors, M/s. A. F. Ferguson & Co., Chartered Accountants, retiring and being eligible, have offered themselves and consented for re-appointment, and the Board of Directors has recommended their appointment.
To transact any other business with the permission of the Chair.
By Order of the Board
Karachi Shaharyar Ashraf Khan
Dated: August 28, 2025 Company Secretary
NOTES:
Closure of Share Transfer Books
The Share Transfer Books of the Company will remain closed from October 14, 2025 to October 20, 2025 (both days inclusive). Transfer request received in order at our Share Registrar, M/s. FAMCO Share Registration Services (Pvt.) Limited, 8-F, Next to Hotel Faran, Nursery, Block-6, PECHS, Sharah e Faisal Karachi, Tel: +92-21-34380101-5, +92-21-34384621-3 (Ext-103) Fax: +92-21-34380106, at the close of
business on October 13, 2025 will be treated in time for the purpose of attending and voting at the Annual General Meeting (AGM).
Participation in the AGM via physical presence or through video conferencing
In order to protect wellbeing of the shareholders, the SECP has, vide its circulars issued from time to time, directed the listed companies to hold their general meetings virtually in addition to the requirements of holding physical meetings. In order to facilitate the shareholders, the Company in addition to convening a physical meeting has also arranged attendance of shareholder virtually via video link facility.
The shareholders interested in attending the AGM virtually are requested to register their intent beforehand by submitting their particulars at the designated e-mail address agm@agriauto.com.pk as per the table below. Video conference link details and login credentials will be shared with ONLY those Shareholders, whose particulars are received on or before October 17, 2025, from their registered e-mail addresses.
Shareholder Name
Folio/ CDC No.
CNIC Number
Cell Number
Registered Email Address
The login facility will be opened at 11:00 a.m. on October 20, 2025 enabling the participants to join the proceedings which will start at 11:30 a.m. sharp.
Members whose names appearing in the Register of Members as of October 13, 2025, are entitled to attend and vote at the Meeting. A Member entitled to attend and vote at the Meeting is entitled to appoint a proxy to attend, speak and vote for him/her. A proxy must be a Member of the Company.
An instrument of proxy applicable for the Meeting is being provided with the Notice sent to Members. Further copies of the instrument of proxy may be obtained from the Registered Office of the Company during normal office hours. Proxy form may also be downloaded from the Company's website: https://www.agriauto.com.pk/investor-info/.
An instrument of proxy and the power of attorney or other authority (if any) under which it is signed, or a notarially certified copy of such power or authority, must, to be valid, be deposited at the Registered Office of the Company not less than 48 hours before the time of the Meeting.
Members are requested to submit a copy of their Computerized National Identity Card/Smart National Identity Card (CNIC/SNIC), if not already provided and notify immediately changes, if any, in their registered address to our Share Registrar, M/s. FAMCO Share Registration Services (Pvt.) Limited.
Guidelines for Central Depository Company of Pakistan Limited ('CDC') Account Holders
CDC Account Holders will further have to follow the under mentioned guidelines as laid down in Circular 1 dated January 26, 2000, issued by the SECP.
For Attending the Meeting
In case of individuals, the account holder or sub-account holder and/or the person whose securities are in group account and their registration details are uploaded as per the Regulations, shall authenticate his/her identity by showing his/her original CNIC/SNIC or original passport at the time of attending the Meeting.
In case of corporate entity, the Board of Directors' resolution/power of attorney with specimen signature of the nominee shall be produced (unless it has been provided earlier) at the time of the Meeting.
For Appointing Proxies
In case of individuals, the account holder or sub-account holder is and / or the person whose securities are in group account and their registration detail is uploaded as per the CDC Regulations, shall submit the proxy form as per the requirement.
The proxy form shall be witnessed by two persons whose names, addresses and CNIC numbers shall be mentioned on the form.
Attested copies of the CNIC or passport of the beneficial owners and the proxy shall be furnished with the proxy form.
30 Agriauto Industries Limited
Annual Report 2025 31
The proxy shall produce his/her original CNIC or original passport at the time of the meeting.
In case of corporate entities, Board of directors' resolution/power of attorney with specimen signature of the nominee shall be submitted (unless provided earlier) along with the proxy form to Company.
Form of proxy is enclosed.
Code of Conduct for Shareholders in General Meeting
Section 215 of the Companies Act, 2017 and Regulation 55 of the Companies Regulations, 2024, state the Code of Conduct of the Shareholders as follows:
Shareholders are not permitted to exert influence or approach the management directly for decisions which may lead to creation of hurdles in the smooth functioning of management. The law states that Shareholders shall not bring such material that may cause threat to participants or premises where meeting is being held, shall confine themselves to the agenda items covered in the notice of meeting, shall keep comments and discussion restricted to the affairs of the Company and shall not conduct in a manner to disclose any political affiliation or offend religious susceptibility of other members.
Any shareholder who fails to conduct in the manner provided in this section and as specified by the Commission shall be guilty of an offence under this section and shall be liable to a penalty not exceeding of level 1 on the standard scale.
Additionally, in compliance with Section 185 of the Companies Act, 2017; the Company is not permitted to distribute gifts in any form to its members in its meeting.
Postal Ballot / E-Voting
Pursuant to the Companies (Postal Ballot) Regulation 2018 read with 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.
Electronic Transmission of Annual Report
In compliance with Section 223(6) of the Companies Act, 2017, the Company has electronically transmitted the Annual Report 2025 through e-mail to shareholders whose e-mail addresses are available with the Company's Share Registrar, M/s. FAMCO Share Registration Services (Pvt.) Limited.
Notwithstanding the above, the Company will provide hard copies of the Annual Report 2025, to any Member on their request, at their registered address, free of cost, within one (1) week of receiving such request. Further, Members are requested to kindly provide their valid e-mail address (along with a copy of valid CNIC) to the Company's Share Registrar, FAMCO Share Registration Services (Pvt.) Limited if the Member holds shares in physical form or, to the Member's respective Participant/Investor Account Services, if shares are held in book entry form.
Pursuant to Notification vide SRO.787(I)/2014 of September 08, 2014, the SECP has directed to facilitate the members of the Company receiving Annual Financial Statements and Notices through electronic mail system (e-mail). We are pleased to offer this facility to our members who desire to receive Annual Financial Statements and Notices of the Company through e-mail in future. In this respect, members are hereby requested to convey their consent via e-mail on a standard request form which is available at the Company website i.e. https://www.agriauto.com.pk/investor-info/. Please ensure that your e-mail has sufficient rights and space available to receive such e-mail. Further, it is responsibility of the member to timely update the Share Registrar of any change in the registered e-mail address
32 Agriauto Industries Limited
Submission of CNIC/SNIC/NTN (Mandatory)
Pursuant to the directives of the SECP, the dividend of shareholders whose CNIC/SNIC or NTN (in case of corporate entities), are not available with the Share Registrar could be withheld. Shareholders are therefore, requested to submit a copy of their valid CNIC/SNIC (if not already provided) to the Company's Share Registrar, FAMCO Share Registration Services (Pvt.) Limited, 8-F, Block-6, P.E.C.H.S., Shahrah-e-Faisal, Karachi.
Dividend Mandate (Mandatory)
In accordance with the provisions of Section 242 of the Companies Act 2017, and Regulation 4 of the Companies (Distribution of Dividends) Regulations 2017, a listed company is required to pay cash dividend to the shareholders ONLY through electronic mode directly into the bank account designated by the entitled shareholders instead of issuing physical dividend warrants.
In compliance with the above law, in order to receive dividends directly in your bank account, you are requested to provide the information mentioned in the Form placed at the Company's website https://http://www.agriauto.com.pk otherwise the Company would be constrained to withhold payment dividend (if any) in terms of Regulation 6 of the Companies (Distribution of Dividends) Regulations 2017. Shareholders shall submit the information directly to their brokers / Central Depository Company Ltd. If the shares are held in the electronic form or to the Company's Share Registrar if the shares are held in physical form.
Deposit of Physical Shares in CDC account
As per Section 72 of the Companies Act, 2017 every listed company is required to replace its physical shares with book-entry form. Therefore, the shareholders having physical shares are requested to convert the shares into book entry.
Withholding Tax on Dividend
The rates of deduction of income tax from dividend payments under Section 150 of the Income Tax Ordinance, 2001 shall be as follows:
Persons appearing in Active Tax Payers List (ATL) 15%
Persons not appearing in Active Tax Payers List (ATL) 30%
To enable the Company to make tax deduction on the amount of cash dividend @ 15% instead of 30%, shareholders whose names are not entered into the Active Taxpayers List (ATL) provided on the website of FBR, despite the fact that they are filers, are advised to make sure that their names are entered in ATL before the first day of book closure, otherwise tax on their cash dividend will be deducted @ 30% instead of 15%.
Withholding Tax exemption from the dividend income, shall only be allowed if copy of valid tax exemption certificate or stay order from a competent court of law is made available to FAMCO Share Registration Services (Pvt.) Limited, by the first day of Book Closure.
Further, according to clarification received from Federal Board of Revenue (FBR), withholding tax will be determined separately on 'Filer/Non-Filer' status of Principal shareholder as well as joint-holder(s) based on their shareholding proportions, in case of joint accounts.
Annual Report 2025 33
In this regard all shareholders who hold shares jointly are requested to provide shareholding Proportions of Principal shareholders and Joint-holder(s) in respect of shares held by them (only if not already provided) to our Share Registrar, in writing as follows:
Company Name
Folio / CDS
Account #
Total Shares
Principal Shareholder
Joint Shareholder
Name and CNIC #
Shareholding Proportion (No.
of Shares)
Name and CNIC #
Shareholding Proportion (No. of Shares)
The required information must reach our Share Registrar within 10 days of this notice; otherwise it will be assumed that the shares are equally held by Principal shareholder and Joint-holder(s).
Corporate shareholders having CDC accounts are required to have their National Tax Number (NTN) updated with their respective participants, whereas corporate physical shareholders should send copy of their NTN certificate to the Company or FAMCO Share Registration Services (Pvt.) Limited. Shareholders while sending NTN or NTN certificates, as the case may be, must quote the Company name and their respective folio numbers. Without the NTN, the Company would not be in a position to check filer status on the ATL and hence higher tax of 30% may be applied in such cases.
Availability of Annual Audited Financial Statements on the Company's website
In accordance with the provisions of Section 223(7) of the Companies Act 2017, the audited financial statements of the Company for the year ended June 30, 2025, are available on the Company's website (https://www.agriauto.com.pk).
Restriction on Distribution of Gifts
In accordance with the directive issued by the SECP Vide SRO 452(I)/2025 dated March 17, 2025, the Company would like to inform all the shareholders that no gifts will be distributed at the AGM.
34 Agriauto Industries Limited
Economy & The Auto Market
Annual Report 2025 35
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