Agriauto Industries LimitedPSX: AGIL

Transmission of Annual Report for the Year Ended June 30, 2025

· Issued by Agriauto Industries Limited


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.

Our Company

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)

Financial

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

Highlights

2024-25 233

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

  1. 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

  2. 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.

  3. 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.

  4. 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:

  1. 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).

  2. 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.

  3. 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.

    1. For Attending the Meeting

      1. 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.

      2. 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.

    2. For Appointing Proxies

      1. 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.

      2. The proxy form shall be witnessed by two persons whose names, addresses and CNIC numbers shall be mentioned on the form.

      3. 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



      4. The proxy shall produce his/her original CNIC or original passport at the time of the meeting.

      5. 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.

      6. Form of proxy is enclosed.

    3. Code of Conduct for Shareholders in General Meeting

      1. 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:

        1. 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.

        2. 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.

      2. 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.

  4. 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.

  5. 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

  6. 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.

  7. 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.

  8. 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.

  9. 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:

    1. Persons appearing in Active Tax Payers List (ATL) 15%

    2. 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.

  10. 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).

  11. 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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