Transmission of Annual Financial Statements for the Year Ended 30-09-2025

AL-NOOR

SUGAR MILLS LTD.

Key Operation and Financial Data for Ten Years 15

Statement of Compliance with Code of Corporate Governance 16

Review Report on the Statement of Compliance 19

(Code of Corporate Governance) Regulations, 2019

Independent Auditor's Report to the members 20

Statement of Financial Position 24

Statement of Profit or Loss 25

Statement of Comprehensive Income 26

Statement of Changes in Equity 27

Statement of Cash Flows 28

Notes to the Financial Statements 29

Pattern of Shareholding 72

Directors' Report (Urdu) 81

Form of Proxy (English and Urdu)

AI-NOOR

SUGAR MILLS LTD.

Company Information

BOARD OF DIRECTORS

MR. ZIA ZAKARIA

MR. NOOR MOHAMMAD ZAKARIA MR. MUHAMMAD SALIM AYOOB MR. ASAD AHMAD MOHIUDDIN MS. MUNIFA AYOOB

MR. FARRUKH YASEEN (Independent Director)

MR. KHURRAM AFTAB (Independent Director)

BOARD AUDIT COMMITTEE MR. KHURRAM AFTAB MR. ZIA ZAKARIA

MS. MUNIFA AYOOB

HUMAN RESOURCE AND REMUNERATION COMMITTEE MR. KHURRAM AFTAB

MR. ZIA ZAKARIA

MR. NOOR MOHAMMAD ZAKARIA

REGISTERED OFFICE

CHIEF FINANCIAL OFFICER

MR. MUHAMMAD HANIF CHAMDIA

COMPANY SECRETARY

MR. MOHAMMAD YASIN MUGHAL FCMA

AUDITORS

M/S KRESTON HYDER BHIMJI & CO.

Chartered Accountants

LEGAL ADVISOR MR. IRFAN

Advocate

g6-A, Sindhi Muslim Society, Karachi-744oo Tel: 3455O16i-63 Fax: 34556675

Website: https://www.alnoorsugar.co

REGISTRAR & SHARES REGISTRATION OFFICE

C & K Management Associates (Pvt) Ltd.

M-13, Progressive Plaza, Civil Lines Quarter Near P.I.D.C, Beaumount Road,

Karachi - 75530

FACTORY

Shahpur Jahania, P.O. Noor Jahania, Taluka Moro,

District Shaheed Benazir Bhutto Abad (Nawabshah)

AI-NOOR

SUGAR MILLS LTD.

Mission

To gain strength through industry leadership in the manufacturing and marketing of sugar and Lasani Wood and to have a strong presence in these products markets while retaining the options to diversify in other profitable ventures.

To operate ethically while maximizing profits and satisfying customers' needs and stakeholders' interests.

To assist in the socio economic development of Pakistan especially in the rural areas through industrial expansion and development.

VIsIOU

To be a model company producing sugar and allied products of international quality by maintaining high level of ethical and professional standards.

CODE OF CONDUCT

Al-Noor Sugar Mills limited is guided by the following principles in its pursuit of excellence in all activities for the attainment of the Company's Objectives.

THE COMPANY

AS DIRECTORS

AS EXECUTIVE AND MANAGERS

AS EMPLOYEES AND WORKERS

04

NOTICE OF ANNUAL GENERAL MEETING

Notice is hereby given that 56th Annual General Meeting of AL-NOOR SUGAR MILLS LIMITED will be held at the Registered Office of the Company at 96-A, Sindhi Muslim Society, Karachi on Wednesday, January 28, 2026 at 11.30 a.m. to transact the following business:

ORDINARY BUSINESS

1. To confirm the minutes of the 55th Annual General Meeting held on January 28, 2025.

2. To receive, consider and adopt the Audited Financial Statements of the Company for the year ended September 30, 2025 together with the Directors' and Auditors' Reports thereon.

   
   
   

   In accordance with Section 223 of the Companies Act, 2017, and pursuant to SRO. 389(i)2023 dated March 21, 2023 the financial statements of the Company have been uploaded on the website of the Company which can be downloaded from the following web link:

   https//https://www.alnoorsugar.co/financial-statements.html

3. To approve payment of Final Cash Dividend @ 40% i.e. Rs.4.00 per ordinary share of Rs.10/= each for the year ended September 30, 2025 as recommended by the Board of Directors.

4. To appoint Auditors and to fix their remuneration for the year 2025-26. The present Auditors M/s. Kreston Hyder Bhimji & Co., Chartered Accountants, retire and offer themselves for re-appointment.

   SPECIAL BUSINESS

5. To ratify and approve transactions conducted with Related Parties in normal course of business for the year ended September 30, 2025, and authorize the Board of Directors of the Company to approve the related parties transactions by passing the following special resolution with or without modifications:

   1. "RESOLVED that the transactions carried out in normal course of business with related parties as disclosed in Note No. 36 of the audited financial statements for the year ended September 30, 2025, be and are hereby ratified and approved."

   2. "FURTHER RESOLVED that the Board of Directors of the Company be and is hereby authorized to approve all related party transactions to be carried out during the financial year ending September 30, 2026. These transactions shall be deemed to have been approved by the shareholders and shall be placed before the shareholders in the next AGM for their formal ratification/approval.

      OTHER BUSINESS

6. To transact any other business with permission of the Chair.

Attached to this notice is a statement of Material Facts covering the above mentioned Special Business, as required under section 134(3) of the Companies Act, 2017

By Order of the Board

M. YASIN MUGHAL

Karachi: December 31, 2025 COMPANY SECRETARY

05

NOTES:

1. Closure of Share Transfer Books:

   The Register of the Members of the Company will remain closed from January 21, 2026 to January 28, 2026 (Both days inclusive) for the purpose of attending the Annual General Meeting /Transfer of shares.

2. Participation in Annual General Meeting and appointing proxies:

   A member of the Company entitled to attend and vote may appoint another member as his/her proxy to attend and vote on his/her behalf . PROXIES MUST BE RECEIVED AT THE REGISTERED OFFICE OF THE COMPANY NOT LESS THAN 48 HOURS BEFORE THE MEETING.

   In pursuance of Circular No.1 of SECP dated January 26, 2000 the CDC Account holders/subaccount holders are requested to bring with them their original CNICs or Passports alongwith Participant(s) ID Number and CDC account numbers at the time of attending the Annual General Meeting for identification purpose. If proxies are granted by such shareholders the same must be accompanied with attested copies of the CNICs or the Passports of the beneficial owners. In case of corporate entity, the Board of Directors' resolution/power of attorney with specimen signatures of the nominee shall be submitted along with Proxy form to the Company. The nominee shall produced his original CNIC at the time of attending the meeting for identification.

3. Participation in the Annual General Meeting Electronically.

   In Pursuance of Circular No. SMD/SL/2(20)/2021/117 dated 15-02-2021 issued by SECP to ensure the participant Members may attend the Meeting Electronically. To attend the Meeting Electronically a Member is required to send an e-mail to agm.alnrs@alnoorgroup.co with e-mail address, name, folio number, CNIC Number, Cell Number and number of shares held in his / her name with subject "Registration for AGM of ALNRS". A video link to join the Meeting will be shared with Members whose e-mails, containing all the required particulars, are received not later than 48 (forty-eight) hours before the time of the Meeting.

4. Submission of copies of CNIC

   Individual Shareholders are once again reminded to submit a copy of their valid CNIC, if not provided earlier, to the Company's Share Registrar. In case of non-availability of a valid copy of the Shareholders' CNIC in the records of the Company, the company shall be constrained to withhold the Dividend, under the provisions of Section 243 of the Companies Act 2017.

5. Deduction of Withholding Tax from Dividend U/S 150 of the Income Tax Ordinance, 2001:

   1. The rates of deduction of income tax under Section 150 of the Income Tax Ordinance, 2001 for payment of dividend are as follows:

      Rate of tax deduction for the filer(s) of income tax return 15%. Rate of tax deduction for the non-filer(s) of income tax return 30%.

   2. 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 Tax-payers list (ATL) provided on the website of FBR, despite the fact that they are filers, are advised to immediately make sure that their names are entered in ATL, otherwise tax on their cash dividend will be deducted @ 30% instead of 15%.

      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.

      In this regard, all shareholders who hold such shares jointly, are requested to provide shareholding proportions of Principal shareholder and Joint-holder(s) in respect of shares held by them to our Share Registrar in writing as follow:

      06

      
      
      

      Company Name	Folio/CDS Account #	Total Shares	Principal shareholder		Joint Shareholders		Signature
      			Name and CNIC #	Proportion (No. of shares)	Name and CNIC #	Proportion (No. of shares)

6. Requirement of Valid Tax Exemption Certificate for Claiming Exemption from Withholding Tax:

   As per FBR Circulars No.1(29) WHT/2006 dated June 30, 2010 and No.1(43) DG (WHT) 2008 - Vol. - II-66417-R dated May 12, 2015 the valid exemption certificate is mandatory to claim exemption of withholding tax U/S 150 of the Income Tax Ordinance 2001 (tax on dividend amount) where the statutory exemption under clause 47B of Part-IV of Second Schedule is available. The shareholders who fall in the category mentioned in the above clause and want to avail exemption U/S 150 of the Income Tax Ordinance, must provide Valid Tax Exemption Certificate to our Share Registrar.

   In case of those shareholders who are non-residents are requested to please provide their respective detail including residence status /country of residence with copy of their NICOP to our Share Registrars before book closure. In case of non availability of status in their respective portfolio, the respective tax on dividends would be applicable.

7. Payment of Cash Dividend Electronically:

   As per provision of Section 242 of Companies Act, 2017 any dividend payable in cash 'shall only be paid through electronic mode directly in to the bank account designated by the entitled shareholders. A notice of the foregoing seeking information from shareholders for payment of dividend through electronic mode was sent earlier. The shareholders are now once again requested to provide their folio number, name and details of bank account including bank name, branch name, branch code and address, Account number, Title of Account and IBAN/swift code in which they desire their dividend to be credited, failing which the Company will be unable to pay the dividend through any other mode. Standard request form has also been placed on website of the Company. The members are requested to send the information on the same at the earliest possible.

   In case shares are held in CDC then the form must be submitted directly to shareholder's broker /participant CDC Investor account services.

8. Unclaimed Dividend / Shares :

   Shareholders who could not collect their dividend/physical shares are advised to contact our Share Registrar to collect/enquire about their unclaimed dividend or shares, if any.

9. Consent For Video Conference Facility:

   Pursuant to Section 134(1)(b) of the Act, if the Company receives consent from shareholders holding aggregate 10% or more shareholding residing at a geographical location to participate in the meeting through video conference at least seven days before the date of the meeting, the Company will arrange video conference facility in that city subject to availability of such facility in that city

10. Transmission of Audited Financial Statements / Notices Through Email

    Under the provisions of section 223(6) of the Act, all listed companies are permitted to circulate their annual financial statements, along with the Auditor's Report, Directors' Report, Chairman Review Report along with notice of Annual General Meetings ("Annual Report"), to its shareholders through email subject to the written consent of the shareholders. The printed copy of the financial statement can be provided to the member upon request.

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11. Deposit of Physical Shares into CDC Accounts.

    As per Section 72 of the Companies Act, 2017 every existing company shall be required to replace its physical shares with book-entry form in a manner as may be specified and from the date notified by the Commission, within a period not exceeding four years from commencement of the Companies Act, 2017.

    The shareholders having physical shareholding may open CDC sub-account with any of the brokers or investor's account directly with the CDC to place their physical shares into scrip less form. This will facilitate them in many ways including safe custody and sale of shares, anytime they want as the trading of physical shares is not permitted as per existing Regulations of Pakistan Stock Exchange.

12. Financial Statements and relevant reports have been placed on the website of the company which can be seen on https://www.alnoorsugar.co

13. E-Voting /Postal Ballot

    Members may exercise their right to vote by means of postal ballot i.e. by post or through electronic mode subject to the requirements of section 143 and 144 of the Companies Act, 2017. Pursuant to Companies (Postal Ballot) Regulations, 2018, for the purposes of Special Business members will be allowed to exercise their right to vote through postal ballot

    /electronic mode in accordance with the requirement and procedures contained in the aforesaid Regulations. The schedule and procedure of postal ballot/electronic voting shall be placed on the Company's website i.e. https://www.alnoorsugar.co seven (7) days before the meeting.

14. Change of Address and Non-Deduction of Zakat Declaration Form:

    Shareholders are requested to inform the Company's Share Registrar, M/s. C & K Management Associates (Pvt.) Limited, M13, Progressive Plaza, Civil Lines Quarter, Near P.I.D.C., Beaumont Road, Karachi - 75530, of any change in their addresses and provide their non-deduction of zakat declaration Form immediately.

15. No Gift at AGM

In Accordance with the directives of SECP, no gift will be distributed at the general meeting

Statement under Section 134(3) of the Companies Act, 2017 Regarding Special Business Agenda No. 5

1. All transactions carried out by the company with related parties during the year ended September 30, 2025, given in the related parties note No. 36 of the Annual Financial Statement of the Company

   The Company carried out transactions with related parties as per the approved Related Party Transactions Policy and approved by the Board as recommended by the Audit Committee on a quarterly basis pursuant to Section 208 of the Companies Act 2017 and clause 15 of the Listed Companies Code of Corporate Governance Regulations 2019.

   The transactions with related parties have been approved by the Board in Quarterly and annual financial statements during the financial year ended September 30, 2025. However, the Board decided to place the related party transactions before the shareholders in the AGM for ratification and approval, considering the interest/concerns of the majority directors due to common directorship.

2. Authorization to the Board of Directors for all transactions to be carried out with related parties during the ensuing year ending September 30, 2026. The Company is expected to be conducting transactions with related parties as per the approved Related Party Transactions Policy. All transactions entered into or to be entered with related parties require the recommendation of the Audit Committee and such transactions shall be placed before the Board of Directors for approval. In order to promote transparent business practices, the shareholders are recommended to authorize the Board of Directors of the Company to approve transactions with the related parties for the year ending September 30, 2026, which transactions shall be deemed to be approved by the shareholders. These transactions shall be placed before the shareholders in the next AGM for their formal ratification/approval.

The Directors are interested in the resolution only to the extent of their common directorships and their shareholding in the associated companies.

08

CHAIRMAN'S REVIEW REPORT

On Board overall performance U/S 192 of the Companies Act, 2017

Al-Noor Sugar Mills Limited applies all the requirement set out in the Companies Act 2017 (the Act) and all the requirement set out in the (Code of Corporate Governance 2019) applicable to listed companies including composition of Board of Directors and its committees. The annual evaluation of the Board of Directors is concluded internally so as to ensure that the overall performance effectiveness of the Board is measured against expectations set for the Company for the period under consideration. The year ended on September 30, 2025 the Company has achieved constructive development for its stakeholders under the challenging circumstances. During the period under review the Company has faced major challenges due to impact of long confrontation Russia and Ukraine confrontation and conflict in middle East, increasing financial and energy cost, uncertain financial and political fronts, high inflation and high effects of PKR verses USD. The Board ensured compliance of all regulatory requirements by the Management as laid down in the Listing Regulations of Stock Exchange.

The Company has managed to achieved profit before tax amounting of Rs.321.431 million as against Rs.371.277 million earned during the previous year. The Company was also able to achieve sales valuing of Rs.17.916 billion as against Rs.20.736 achieved last year. Keeping in view the good contribution by MDF Board division the profit has enhanced during the year under review.

The world faced the unprecedented challenges of The Board focused on developing and reviewing the company's corporate vision and achievement of its objectives which are reflected in the audited financial statements of the company. Solar system installed has contributed well at the MDF board division and head office contributed well to contained the electricity cost.

Despite immense challenges in the foregoing year, the Company was able to achieve positive results mainly due to contribution by MDF Board division and value addition in its various products. The Company has taken continued steps in the field of sugarcane development, energy efficiency, and value addition to ensure the sustainability of the Company.

Zia Zakaria

Chairman

Karachi, December 31, 2025

09

DIRECTORS' REPORT TO THE MEMBERS

IN THE NAME OF ALLAH THE MOST GRACIOUS AND MOST MERCIFUL

Dear members Asslamu Alaikum

With great pleasure I place before you, on behalf of the Board of Directors, the achievements of your Company, along with the audited financial statements and Auditors' Report thereon for the year ended September 30, 2025.The principal activity of your Company is to produce sugar and MDF Board in various thicknesses.

FINANCIAL PERFORMANCE: 2024-25 2023-24

(Rupees in thousand)

FINANCIAL DATA: (Rupees in thousands)

By the blessing of Almighty ALLAH, the performance of your company was good during the period under review. The crushing volume and production was low as the raw material was not available as the cane crop was not good as it was last year. Recovery rate also declined from 10.73 percent to 9.56 percent which indicated poor quality of raw material. The sugar produced was 119,117 metric tons which was 39.96 percent lower than the previous year's production of 71,515 metric tons. This was due to lower crushing volume due to non-availability of raw material and declined in the recovery rate.

MEDIUM DENSITY FIBRE (MDF) BOARD DIVISION:

MDF board division, under critical circumstances performed well and produced 63,867 cubic meters of products in various thickness as compared to 67,512 cubic meters produced during the previous year. The production is slightly low than last year as the production is scheduled keeping in view the demand of the product and availability of raw material. MDF board division has established acceptance of its products in the domestic market and it is expected the contribution of the division would enhance during next year.

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POWER GENERATION DIVISION:

The Agreement made with Water and Power Development Authority was for a period of ten years had expired. Thereafter, the proposal for sale of electricity was submitted which the National Electric Power Regulatory Authority has been approved. The company sold electricity to Sukkur Electric Supply Company and earned an additional income of Rs.8.621 million as against Rs 16.547 million sold last year.

STATEMENT OF COMPLIANCE AND FIANCIAL REPORTING FRAMEWORK:

1. The Financial Statements prepared by the management of the Company present fairly its state of affairs, the results of operations, cash flow and changes in equity.

2. The Company has maintained proper books of accounts as required by the law.

3. Appropriate accounting policies have been consistently applied in preparation of financial statements and accounting estimates are based on reasonable and prudent judgment.

4. International Financial Reporting Standards, as applicable in Pakistan, have been followed in preparation of financial statements.

5. The system of internal control is sound in design and has been effectively implemented and monitored during the period.

6. There are no significant doubts upon the Company's ability to continue as going concern.

7. There has been no material departure from the best practices of the Code of Corporate Governance as detailed in the Listing Regulations of Pakistan Stock Exchange.

8. There have been no outstanding statutory payments, except those under normal course of business and some disputed cases, which are appearing in the relevant notes to the financial statements.

9. The pattern of shareholding in the Company as on September 30, 2025 is also included in the Annual Report.

10. The Directors, Chief Executive Officer, Chief Financial Officer, Company Secretary, their spouses or minor children carried out no trade in the shares of the Company except as otherwise indicated in the relevant note.

11. The investments out of provident fund have been made in accordance with the provision of Section 218 of the Companies Act 2017 and rules formulated for this purpose.

The key operating and financial data of the last ten years and pattern of shares holding have been included in the Annual Report. There has been no significant change in the holding of directors or their spouses except otherwise indicated.

COMPOSITION OF BOARD OF DIRECTORS:

There has been no change in the composition of Board of Directors during the period under review.

During the period under review four meetings of the Board were held and attendance by each director was as follow.

11

The details of remuneration of executive directors have also been provided in the relevant note to the financial statements as required under the Listing Regulations of Pakistan Stock Exchange. No remuneration is paid to the non-executive and independent directors except the meeting fee.

AUDIT COMMITTEE:

As required under the Code of Corporate Governance included in the Listing Regulation of Pakistan Stock Exchange, the Board has constituted an Audit Committee comprising of the following directors. During the period under consideration, four meetings of Audit Committee were held and attendance of each member was as under:

Terms of reference of Audit Committee has been determined by the Board as laid down in the Listing Regulations of Pakistan Stock Exchange.

HUMAN RESOURCE AND REMUNERATION COMMITTEE:

The Board also constituted a Human Resource and Remuneration Committee as required under the Code of Corporate Governance comprising of the following Directors. During the year, one meeting of the Committee was held and was attended by all the members of the Committee members.

DIRECTORS' REMUNERATION POLICY:

As per articles of the Company, the Board of Directors is authorized to determine the remuneration of executives, non-executive and Independent Directors from time to time and with the approval of members in general meeting as required in accordance with the Companies Act 2017. The Board of Directors has developed a Directors' Remuneration Policy which describes in detail the Policy's objectives and a transparent procedure for determination of the remuneration packages of individual director for attending the Board's and its committees' meetings. Salient features, amongst other, of Directors' Remuneration Policy included that the level of remuneration shall be competitive and sufficient to attract and retain qualified and skilled individuals on the Board, there shall be no gender discrimination and the remuneration shall not be at a level that could be perceived to compromise with independence of the directors.

Details of the aggregate amount of remuneration of executive and non-executive directors are disclosed in note 39 to the financial statements.

FUTURE OUTLOOK:

SUGAR DIVISION

Recently the Government deregulated the pricing mechanism of sugarcane based on demand and supply dynamic which is a good approach. Sugar industry also expect he price of sugar would also be deregulated as has been done with the price of sugarcane. During the period under review good return was paid to the growers during the crushing season 2024-25 and it is expected that during the coming crushing season 2025-26 the raw material would be available to produce higher volume of sugar. The cane crop position appears to have been good as water supply through national irrigation system and natural rain fall was good. It is expected that the production of sugar would be more than last year but factual position would emerge after sizeable volume of crushing is achieved.

12

MDF BOARD DIVISION:

MDF board division has produced 63,867 cubic meters of board in various thickness as compared to 67,512 cubic meters produced during the previous year. The production is slightly lower than last year. The production is kept keeping in view the demand of the products in hand. It is expected that the production would enhance when reactivation of the construction industry in the country would revive. Products of the division have established its acceptability in the markets and it is expected that during next year the production would enhance.

CREDIT RATING OF THE COMPANY:

VIS Credit Rating Company has assigned initial medium to long term entity rating of "A-/A-2" (Single "A" Minus A-Two) to the Company. Outlook on the outstanding rating is "Stable".

CORPORATE AND SOCIAL RESPONSIBILITY:

The benefits of corporate and social responsibility are well known as the same contribute higher production, enhance reputation of the company in the market places and improvement in the living standards of communities around the mills and enhancing the strength of the economy. Social and Environmental Policy envisages an active commitment and participation on the part of the Company in social work initiatives as a part of its corporate and social responsibility. The Company always plays its due role to fulfill its responsibility towards the country and its people. In line with the policy the Company contributes to various social causes to improve the living standard of the people living in the surrounding area of the mill including education and health sector. The company is committed to accomplish its Corporate and Social Responsibility (CSR) goals and continued to take initiatives by supporting education, healthcare, environments and other social causes around the Mills area in order to bring improvement in the lives of lesser privileged communities of the area. The Company undertook continuously numbers of welfare activities in its franchise area i.e. established a school up to secondary level, holding of medical camps on interval basis, financial assistance to deserving villagers, provides fertilizer and seed to growers, supply of free ration and medical assistance to needy persons. Your company is determined to minimize environmental impact by reducing waste and emissions and conduct its business with the highest concern for health and safety of its employees, customers, suppliers, neighbors and the general public. The management initiates tree plantation drives to support the environment within the community.

RELATED PARTIES TRANSACTIONS:

All related parties' transactions are placed before the Board's Audit Committee and the Board for final approval as required under the Listing Regulations of Pakistan Stock Exchange. Related parties' transactions carried out during the year 2024-25 were also placed before the members in the Annual General Meeting as required under Section 208 of the Companies Act 2017. Members also accorded approval of all the related parties' transactions to be carried out in future by the management under arm's length price. All transactions entered into related parties were approved by the Board after approval by the Board's Audit Committee which is presided by an independent director.

CONTRIBUTION TO NATIONAL EXCHEQUER:

The company is also contributing to enhance the resources of the country in the form of taxes, duties and earning foreign exchange through export of sugar, as and when allowed by the Government, and exporting laminated products of MDF board division. During the period under review your company has exported MDF laminated products and earned valuable foreign exchange for the country. This has also helped to reduce the trade deficit to some extent.

RISK MANAGEMENT AND OPPORTUNITIES:

The Company operates in a challenging environments and the management has set up an effective mechanism for identification, evaluation and mitigation of risk which enable smooth operation and ensures that focus remains on business growth.

CREDIT RISK

The company usually sells the products against advance payments but in case of credit sale, proper due diligence of customers is exercised to whom credit is extended. In case of export of sugar (as and when allowed by the Government) and export of laminated products, all are against letter of credit opened with the respective banks.

MARKET RISK

The company is exposed to risk of changes in the price of its raw materials which fluctuate keeping in view the demand and supply of the raw material When there is bumper can crop the price of raw material remained stable. In case the crop is not good the growers try to encash the situation and the company had no option ut to pay higher price for raw material so as to run the mill economically.

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LIQUIDITY RISK

The Company has managed working capital requirements from various banks to cater to the mismatch between sales receipts and payments for purchases in order to meet its business obligations. The Board periodically reviews major risk faced by the business and take necessary actions in order to mitigate the risk. The Audit Committee also reviews the financial and compliance risks. The Human Resource and Remuneration Committee reviews the compensation and reward policies to ensure that these are competitive and effective for retention and attraction of talented and experience personnel.

MECHANISM FOR EVALUATION OF BOARD:

Members of the Board and committees thereof are highly experienced personnel that are continuously striving to improve their effectiveness and undertake annual review to access the Board and committees' performance from time to time. The Board also reviews the developments in the corporate sector and Governance to ensure that the company remained aligned with the best practices and development taking place in the corporate sector.

MAINDATORY DISCLOSURE OF GENDER PAY GAP DATA IN THE ANNUAL REPORT AS REQUIRED UNDER CIRCULAR 10 OF 2024.

At present our Company does not have any female employee on its payroll. Consequently, the calculation and disclosure of gender pay gap is not applicable to our current workforce composition.

CONDOLENCE:

We are deeply aggrieved and regret to report the passing away of our senior member of the Group Mr. Abdul Aziz Ayoob on 6th October 2025. He has been associated with the Al-Noor Group through out of his life and his contribution to the Group and sugar industry of the country has been immensely been appreciated by the group and sugar industry of Pakistan which would be remembered for a long time. We pray to Almighty Allah (SWT) to grant him Maghfirah, illuminate his grave and place him in high place of Jannat-ul-Firdus.

DIVIDEND:

Cash dividend @ 40% Rs.4.00/= per share of Rs. 10/= each (2024, nil) the Board had not recommended any cash dividend as there was a loss for the year.

APPOINTMENT OF AUDITORS:

With conclusion of the Annual General Meeting the present Auditors, M/s Kreston Hyder Bhimji and Company, Chartered Accountants, retire and being eligible offered themselves for reappointment for the financial year 2025-26. Audit Committee also recommended their appointment and the Board of your company endorsed the recommendations of the Audit Committee for their re-appointment for the year 2025-26 subject to the approval by the members in the fourth, coming Annual General Meeting.

CONCLUSION:

The Board of Directors wishes to assure to its respectable stakeholders that dedicated efforts are being taken to achieve better results An-Shah Allah during the coming year. We pray to Almighty Allah to guide and help us forward to achieve our desired goals. (Ameen)

Finally, the directors are also pleased to place on record their appreciation for devotion of duty and hard work of the executives, staff members and workers for smooth running of the company's affairs, meeting the objectives and targets in the current demanding environments and are confident that they will continue to demonstrate the same zeal and vigor in future under the blessing of our Creator.

By order of the Board

NOOR MUHAMMAD ZAKARIA

MANAGING DIRECTOR / CEO

ZIA ZAKARIA

CHAIRMAN / DIRECTOR

Karachi: December 31, 2025

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KEY OPERATION & FINANCIAL DATA FOR LAST TEN YEARS

(Rupees in thousand)

Restated Restated

15

STATEMENT OF COMPLIANCE WITH THE LISTED COMPANIES (CODE OF CORPORATE GOVERNANCE) REGULATIONS 2019 FOR THE YEAR ENDED SEPTEMBER 30, 2025

Name of Company : AL-NOOR SUGAR MILLS LIMITED.

The Company has complied with the requirements of the Regulations in the following manner:

1. The total number of directors are SEVEN as per following:

   1. Male Six

   2. Female One

2. The composition of Board is as follow:

   1. Independent director:

   2. Non-Executive directors:

   3. Executive directors:

   1. Mr. Khurram Aftab

   2. Mr. Farrukh Yaseen

   1. Mr. Zia Zakaria

   2. Mr. Asad Ahmad Mohiuddin

   3. MS. Munifa Ayoob

   1. Mr. Noor Muhammad Zakaria

   2. Mr. Muhammad Salim Ayoob

   Following the election of Directors, the Board was reconstituted comprising of seven directors including two independent directors. One third of seven comes to 2.33 and the fraction was not rounded upward to one to have three independent directors in observance of general mathematic principle.

3. The directors have confirmed that none of them is serving as a director for more than seven listed companies, including this company;

4. The company has prepared a "Code of Conduct" and has ensured that appropriate steps have been taken to disseminate it throughout the company along with its supporting policies and procedures;

5. The Board has developed a vision / mission statement, overall corporate strategy and significant policies of the company. The Board has ensured that complete record of particulars of the significant policies along with their date of approval or updating is maintained by the company;

6. All the powers of the Board have been duly exercised and decisions on relevant matters have been taken by the Board / shareholders as empowered by the relevant provisions of the Act and these Regulations and Company's Articles.

7. The meetings of the Board were presided over by the Chairman and, in his absence, by a director elected by the Board for this purpose. The Board has complied with the requirements of Act and the Regulations with respect to frequency, recording and circulating minutes of meetings of the Board.

8. The Board have a formal policy and transparent procedures for remuneration of directors in accordance with the Act and these Regulations.

9. Since the Chairman and all the directors have prescribed education and experience required for exemption under clause 19(2) of the CCG Regulations 2019 accordingly they are exempted from attending directors training program pursuant to clause 19(1) of the CCG Regulations. However, one of the directors has acquired the required certification.

10. The Board has approved the appointment of Chief Financial Officer, (CFO) including his remuneration and terms and condition of employment and complied with the relevant requirements of the Regulations. The remuneration, terms and conditions of the employment of CFO, Company Secretary and Head of Internal Audit and any change thereto have been approved by the Board.

    16

    
    
    

11. Chief Financial Officer and Chief Executive Officer duly endorsed the financial statements before approval of the Board;

12. The Board has formed committees comprising of members given below-

    1. Audit Committee:

       Mr. Khurram Aftab Chairman

       Mr. Zia Zakaria Member

       Ms. Munifa Ayoob Member

    2. HR and Remuneration committee:

       Mr. Khurram Aftab Chairman

       Mr. Zia Zakaria Member

       Mr. Noor Muhammad Zakaria Member

13. The terms of reference of the aforesaid committees have been formed, documented and advised to the committee for compliance.

14. The frequency of meetings (quarterly/half yearly/ yearly) of the committee were as per following-

    1. Audit Committee; Four quarterly meetings including annual meeting

    2. HR and Remuneration Committee: One annual meeting

15. The Board has set up an effective internal audit function in the company managed by qualified and experience professional, who are conversant with the policies and procedures of the Company and industry's best practices. They are involved in the internal audit function on full time basis. The head of internal audit department functionally reports to the Board's Audit Committee

16. The statutory auditors of the company have confirmed that they have been given a satisfactory rating under the Quality Control Review Program of the Institute of Chartered Accountants of Pakistan and registered with Audit Oversight Board of Pakistan, that they and all their partners are in compliance with International Federation of Accountants (IFAC) guidelines on code of ethics as adopted by the Institute of Chartered Accountants of Pakistan and that they and the partners of the firm involved in the audit are not a close relative (spouse, parents, dependent and non-dependent children) of the chief executive officer, chief financial officer, head of internal audit, company secretary or director of the company.

17. The statutory auditors or the persons associated with them have not been appointed to provide other services except in accordance with the Act, these Regulations or any other regulatory requirement and the auditors have confirmed that they have observed IFAC guidelines in this regard.

18. We confirm that all requirements of regulations 3, 6, 7, 8, 27, 32, 33 and 36 of the Regulations have been complied with; and

19. Explanation for non-compliance with requirements, other than regulations 3, 6, 7, 8, 27, 32, 33 and 36 are below.

    1. The requirement of Nomination Committee is optional in regulation no 29. The Bard takes care of the responsibilities prescribed for Nomination Committee so a separate Nomination Committee is not considered necessary.

    2. The requirement of Risk Nomination committee is optional in regulation no 30. The risk management is carried at the overall company's level by the executive management of the Company by the CEO. The Company's management monitors potential risk and risk management procedures are carried out to identify, access and mitigate any identified or potential risk. The Board is also apprised from time to time about the risks and their management. Therefore, it is not considered necessary to have a separate committee in this respect.

       17

       
       
       

    3. Since the requirement with respect to disclosure of significant policies on the website is optional in regulation no 35(1), the company has uploaded only limited information in this respect on the company's website. However significant related information in respect of salient policies are disclosed in the annual reports of the Company which are duly uploaded on the website and are available for every one assessing the website. The company will however, review and place key elements of the policies if considered necessary.

    4. Securities and Exchange Commission of Pakistan (SECP) has made certain amendments in the Regulations through its notification dated June 12, 2024 whereby certain additional requirements are introduced which includes requirements with respect to anti-harassment policy and company's sustainability and Diversity, Equity and Inclusion (DE&I) related strategies. At present, these matters are taken care by the senior management of the Company with oversight by the relevant board committees and also where needed the Board provides governance and oversight in relation to the Company's initiatives on Environmental, social and Governance (ESG) matters. Nevertheless, the specific requirements introduced through said notification will be compiled in due course.

    
    
    

    ZIA ZAKARIA

    CHAIRMAN

    NOOR MUHAMMAD ZAKARIA

    
    
    

    CHIEF EXECUTIVE OFFICER

    Karachi: December 31, 2025

    18

    INDEPENDENT AUDITOR'S REVIEW REPORT TO THE MEMBERS OF AL-NOOR SUGAR MILLS LIMITED

    Review Report on the Statement of Compliance contained in the Listed Companies (Code of Corporate Governance) Regulations, 2019

    We have reviewed the enclosed Statement of Compliance with the Listed Companies (Code of Corporate Governance) Regulations, 2019 (the Regulations) prepared by the Board of Directors of AL-NOOR SUGAR MILLS LIMITED (the Company) for the year ended September 30, 2025 in accordance with the requirements of regulation 36 of the Regulations.

    The responsibility for compliance with the Regulations is that of the Board of Directors of the Company. Our responsibility is to review whether the Statement of Compliance reflects the status of the Company's compliance with the provisions of the Regulations and report if it does not and to highlight any non-compliance with the requirements of the Regulations. A review is limited primarily to inquiries of the Company's personnel and review of various documents prepared by the Company to comply with the Regulations.

    As a part of our audit of the financial statements we are required to obtain an understanding of the accounting and internal control systems sufficient to plan the audit and develop an effective audit approach. We are not required to consider whether the Board of Directors' statement on internal control covers all risks and controls or to form an opinion on the effectiveness of such internal controls, the Company's corporate governance procedures and risks.

    The Regulations require the Company to place before the Audit Committee, and upon recommendation of the Audit Committee, place before the Board of Directors for their review and approval, its related party transactions. We are only required and have ensured compliance of this requirement to the extent of the approval of the related party transactions by the Board of Directors upon recommendation of the Audit Committee.

    Based on our review, nothing has come to our attention which causes us to believe that the Statement of Compliance does not appropriately reflect the Company's compliance, in all material respects, with the requirements contained in the Regulations as applicable to the Company for the year ended September 30, 2025.

    
    
    

    Chartered Accountants Karachi.

    Date: December 31, 2025 UDIN: CR202510225NSu8IVxU0

    Suite No. 1601, 16th Floor, Kashif Centre, Shahrah-e-Faisal, Karachi. Phone: 92-21-35640050 - 52 Website: www.krestonhb.com E-mail: hyderbhimji@krestonhbco.com info@krestonhbco.com OTHER OFFICES LAHORE - FAISALABAD - ISLAMABAD

    
    
    

    19

    Independent Auditor's Report To The Members Of Al-Noor Sugar Mills Limited

    Report on the Audit of the Financial Statements

    Opinion

    We have audited the annexed financial statements of Al-Noor Sugar Mills Limited, (''the Company'') which comprise the statement of financial position as at September 30, 2025, and the statement of profit or loss, the statement of comprehensive income, the statement of changes in equity, the statement of cash flows for the year then ended, and notes to the financial statements, including a summary of material accounting policy information and other explanatory information, and we state that we have obtained all the information and explanations which, to the best of our knowledge and belief, were necessary for the purposes of the audit.

    In our opinion and to the best of our information and according to the explanations given to us, the statement of financial position, the statement of profit or loss, the statement of comprehensive income, the statement of changes in equity and the statement of cash flows together with the notes forming part thereof conform with the accounting and reporting standards as applicable in Pakistan and give the information required by the Companies Act, 2017 (XIX of 2017), in the manner so required and respectively give a true and fair view of the state of the Company's affairs as at September 30, 2025 and of the profit and other comprehensive income, the changes in equity and its cash flows for the year then ended.

    Basis for Opinion

    We conducted our audit in accordance with International Standards on Auditing (ISAs) as applicable in Pakistan. Our responsibilities under those standards are further described in the Auditor's Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Company in accordance with the International Ethics Standards Board for Accountants' Code of Ethics for Professional Accountants as adopted by the Institute of Chartered Accountants of Pakistan ("the Code") and we have fulfilled our other ethical responsibilities in accordance with the Code. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

    Key Audit Matters

    Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements for the current year. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, we do not provide a separate opinion on these matters. Following are the Key audit matters:

    S.No.	Key Audit Matter	How the matter was addressed in our audit
    1.	Borrowings The Company has significant amounts of borrowings from Banks and other financial institutions amounting to Rs. 5,374.062 million, being 58.70% of total liabilities, as at reporting date. Given the significant level of borrowings, finance costs and gearing impact, the disclosure given by the management in financial statements and compliance with various loan covenants, this is considered to be a key audit matter.	Our audit procedures included:

    • Review of loan agreements and facility letters to ascertain the terms and conditions of repayment, rates of markup used and disclosed by management for finance costs and to ensure that the borrowings have been approved at appropriate level.

    • Verification of disbursement of loans and utilization on sample basis. Review of charge registration documents.

    Suite No. 1601, 16th Floor, Kashif Centre, Shahrah-e-Faisal, Karachi. Phone: 92-21-35640050 - 52 Website: www.krestonhb.com E-mail: hyderbhimji@krestonhbco.com info@krestonhbco.com OTHER OFFICES LAHORE - FAISALABAD - ISLAMABAD

    
    
    

    20

    S.No.	Key Audit Matter	How the matter was addressed in our audit
    	(Refer Notes 3.11, 20 and 25 to the financial statements).
    2.	Recognition of Revenue Revenue from sale of the Company's products has decreased by approximately 13.60% as compared to last year. Revenue is recognized when performance obligations are satisfied by transferring control of promised goods to customer, generally on delivery of goods. There is inherent risk that revenue may be overstated since the Company focuses on revenue as a key performance indicator, which could create an incentive for revenue to be recognized before control has been transferred. Considering revenue recognition as a significant risk area, we have identified this as a key audit matter. (Refer to note 3.16 and 27 to the financial statements).	Our audit procedures to assess the recognition of revenue included the following:

    • Verification of repayments made by the Company during the year on sample basis to confirm that repayments are being made on time and no default has been made.

    • Understating and assessing procedures designed by management to comply with the debt covenants and performing covenant tests on sample basis.

    • Obtaining confirmation from Banks and other lenders of the Company to confirm balances, terms and conditions stated in the term sheets and compliance thereof.

    • Performing analytical procedures, recalculations and other related procedures for verification of finance costs.

    • Ensuring that the outstanding liabilities have been properly classified and related securities and other terms are adequately disclosed in the financial statements.

    • Assessing the appropriateness of the Company's accounting policies for revenue recognition and compliance of those policies with applicable accounting standards including management's assessment of impact of IFRS-15 "Revenue from Contracts with Customers".

    • Obtaining an understanding of management's internal controls over the revenue process and testing effectiveness of controls relevant to such process;

    • Performing analytical procedures and test of details by selecting sample of transactions for comparing with sales orders, sales invoices, delivery orders and other underlying records.

    • Comparing a sample of revenue transactions recorded around the year end with the sales orders, sales invoices, delivery orders and other relevant underlying documentation to assess if the related revenue was recorded in the appropriate accounting period.

    • Reviewing the adequacy of disclosure as required under applicable financial reporting framework.

    21

    Information Other than the Financial Statements and Auditor's Report thereon

    Management is responsible for the other information. The other information comprises the information included in the Annual report of the Company, but does not include the financial statements and our auditor's report thereon.

    Our opinion on the financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.

    In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information we are required to report that fact. We have nothing to report in this regard.

    Responsibilities of Management and Board of Directors for the Financial Statements

    Management is responsible for the preparation and fair presentation of the financial statements in accordance with the accounting and reporting standards as applicable in Pakistan and the requirements of the Companies Act, 2017 (XIX of 2017) and for such internal control as management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

    In preparing the financial statements, management is responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

    Board of Directors is responsible for overseeing the Company's financial reporting process.

    Auditor's Responsibilities for the Audit of the Financial Statements

    Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs as applicable in Pakistan will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

    As part of an audit in accordance with ISAs as applicable in Pakistan, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

    • Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

    • Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control.

    • Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

    • Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Company to cease to continue as a going concern.

      22

    • Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

    We communicate with the Board of Directors regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

    We also provide the Board of Directors with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

    From the matters communicated with the Board of Directors, we determine those matters that were of most significance in the audit of the financial statements of the current year and are therefore the key audit matters. We describe these matters in our auditor's report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

    Report on Other Legal and Regulatory Requirements

    Based on our audit, we further report that in our opinion:

    1. proper books of account have been kept by the Company as required by the Companies Act, 2017 (XIX of 2017);

    2. the statement of financial position, the statement of profit or loss, the statement of comprehensive income, the statement of changes in equity and the statement of cash flows together with the notes thereon have been drawn up in conformity with the Companies Act, 2017 (XIX of 2017) and are in agreement with the books of account and returns;

    3. investments made, expenditure incurred and guarantees extended during the year were for the purpose of the Company's business; and

    4. no zakat deductible at source under the Zakat and Ushr Ordinance, 1980 (XVIII of 1980), was deducted by the Company and deposited in the Central Zakat Fund established under section 7 of that Ordinance.

       The engagement partner on the audit resulting in this independent auditor's report is Shaikh Mohammad Tanvir.

       
       
       

       Chartered Accountants Karachi

       Dated: December 31, 2025 UDIN: AR202510225l4HxhfWvT

       23

       
       
       

       STATEMENT OF FINANCIAL POSITION

       AS AT SEPTEMBER 30, 2025

       Note

       2025 2024

       Rupees in thousand

       9,133,995 3,830 2,559 1,929,502 5,771 5,485 11,081,142
       678,084 3,164,002 201,717 208,544 6,773 47,927 3,243 461,526 452,121
       5,223,937
       16,305,079
       500,000
       204,737 1,000,000 1,652,437 (1,550) 4,294,319
       7,149,943
       1,795,440 -2,048,478
       3,843,918
       1,606,471 113,341 2,936,417 11,340 642,205 1,444
       5,311,218 -
       16,305,079

       ASSETS
       Property, plant and equipment	4			9,353,096
       Right-of-use assets	5			11,597
       Intangible asset	6			1,510
       Long-term investments	7			1,832,533
       Long-term loans	8			6,464
       Long-term deposits	9			5,510
       				11,210,710
       CURRENT ASSETS
       Stores, spare parts and loose tools	10			589,278
       Stock in trade	11			4,533,252
       Trade debts	12			600,558
       Loans and advances	13			163,148
       Trade deposits and short-term prepayments	14			11,895
       Other receivables	15			232,621
       Short-term investment	16			3,229
       Taxation - net				355,154
       Cash and bank balances	17			503,455
       				6,992,590
       				18,203,300
       EQUITY AND LIABILITIES
       SHARE CAPITAL AND RESERVES
       Authorised Capital 50,000,000 ordinary shares of Rs.10 each				500,000
       Issued, subscribed and paid-up capital	18			204,737
       Revenue Reserve General reserve				1,000,000
       Unappropriated profit Share of associate's unrealised loss on remeasurement of its investment at fair value through other comprehensive income				1,323,112 (2,225)
       Surplus on Revaluation of property, plant and equipment	19			4,496,858
       				7,022,482
       NON-CURRENT LIABILITIES
       Long-term financing	20			1,737,645
       Lease liability against right-of-use-assets	21			1,444
       Deferred taxation	22			2,115,302
       CURRENT LIABILITIES				3,854,391
       Trade and other payables	23			1,428,344
       Accrued finance cost	24			328,544
       Short-term borrowings	25			5,098,036
       Unclaimed dividend				11,578
       Current portion of long-term financing	20			450,399
       Current portion of lease lliability against right-of-use-assets	21			9,526
       				7,326,427
       CONTINGENCIES AND COMMITMENTS	26			-
       				18,203,300

       NON - CURRENT ASSETS

       The annexed notes from 1 to 47 form an integral part of these financial statements.

       
       
       
       
       
       

       NOOR MUHAMMAD ZAKARIA

       Chief Executive Officer

       ZIA ZAKARIA

       Chairman

       MUHAMMAD HANIF CHAMDIA

       
       
       

       Chief Financial Officer

       24

       
       
       

       STATEMENT OF PROFIT OR LOSS

       17,916,301 (15,571,391)
       2,344,910
       (302,604) (1,056,933) (21,801)
       (1,381,338)
       963,572 207,688
       1,171,260 (992,163)
       179,097 142,334
       321,431 (151,715)
       169,716 (62,265)
       107,451
       5.25

       FOR THE YEAR ENDED SEPTEMBER 30, 2025

       2025			(Restated) 2024
       	Note	Rupees in thousand
       Sales	27	20,736,291
       Cost of sales	28	(17,301,610)
       Gross profit		3,434,681
       Less:
       Distribution cost	29	(221,696)
       Administrative expenses	30	(1,069,674)
       Other expenses	31	(31,993)
       		(1,323,363)
       		2,111,318
       Other income	32	94,786
       		2,206,104
       Finance cost	33	(1,842,973)
       		363,131
       Share of profit from associates - net	7	8,146
       Profit before levies and income tax		371,277
       Levies	34.1	(202,889)
       Profit before income tax		168,388
       Taxation	34.2	(213,471)
       Profit/(loss) for the year		(45,083)
       Earnings / (loss) per share - Basic and Diluted (Rupees)	35	(2.20)

       The annexed notes from 1 to 47 form an integral part of these financial statements.

       
       
       
       
       
       

       NOOR MUHAMMAD ZAKARIA

       Chief Executive Officer

       ZIA ZAKARIA

       Chairman

       MUHAMMAD HANIF CHAMDIA

       
       
       

       Chief Financial Officer

       25

       Note

       2025 2024

       
       
       

       Rupees in thousand

       Profit/(loss) for the year Other Comprehensive Income Items that will not be reclassified subsequently to statement of profit or loss		107,451		(45,083)
       Effect of change in tax rate on deferred tax related to surplus on
       revaluation of property, plant and equipment		19,335		(214,326)
       Share of effect of associate's deferred tax related to surplus on revaluation due to change in tax regime - Net of deferred tax		-		(218,065)
       Share of associate's unrealized gain on remeasurement of its investment at fair value through other comprehensive income - Net of deferred tax	7	675		259
       Other Comprehensive Income / (loss) for the year		20,010		(432,132)
       Total Comprehensive Income / (loss) for the year		108,126		(44,824)

       The annexed notes from 1 to 47 form an integral part of these financial statements.

       
       
       
       
       
       

       NOOR MUHAMMAD ZAKARIA

       Chief Executive Officer

       ZIA ZAKARIA

       Chairman

       MUHAMMAD HANIF CHAMDIA

       
       
       

       Chief Financial Officer

       26

       	Revenue Reserve			Share of
       				associate's
       Issued,			Revaluation	unrealized (loss) / gain on
       Subscribed & paid up capital	General reserves	Un-appropriated profit
       			surplus on property, plant and equipment	remeasurement of investment at fair value through	Total
       				other
       				comprehensive
       				income

       
       
       

       -	(45,083)
       259	(432,132)

       ...…………………... Rupees in thousand…………………………

       Balance as at October 01, 2023 During the year ended September 30, 2024	204,737	1,000,000		1,314,719		5,166,992		(2,484)		7,683,964
       Transaction with owners
       Final dividend for the year ended
       September 30, 2023 @ Rs 9.00 per share	-	-			(184,267)		-		- (184,267)
       Total Comprehensive Income for the year
       (loss) for the year	-		-		(45,083)		-
       Other Comprehensive (Loss) / income							(432,391)
       	-		-		(45,083)		(432,391)		259 (477,215)
       Transfer from surplus on revaluation of property,
       plant and equipment on account of incremental
       depreciation - net of deferred tax		-	-		211,214		(211,214)		-	-
       Share of associate's incremental depreciation of		-	-		-		-		-	-
       revaluation surplus
       Deferred tax adjustment due to change in tax rate
       directly credited to revaluation surplus net of tax (Note 19.2)		-	-		211,214		(211,214)		-	-
       Shares of associate's deferred tax adjusment due to
       change in tax rate directly credited to revaluation
       surplus (Note no.19.3)		-	-		26,529		(26,529)		-	-
       Balance as at September 30, 2024		204,737	1,000,000		1,323,112		4,496,858		(2,225)	7,022,482
       Balance as at October 01, 2024		204,737	1,000,000		1,323,112		4,496,858		(2,225)	7,022,482
       During the year ended September 30, 2025
       Total Comprehensive Income for the year
       Profit for the year					107,451		-
       Other Comprehensive Income					-		19,335
       					107,451		19,335		675	127,461
       Transferred from revaluation surplus on property,
       plant and equipment on account of incremental
       depreciation - net of tax (Note 19.2)		-	-		197,918		(197,918)		-	-
       Share of associate's incremental depreciation of
       revaluation surplus (Note no. 19.3)	-	-		23,956		(23,956)		-		-
       Balance as at September 30,2025	204,737	1,000,000		1,652,437		4,294,319		(1,550)		7,149,943

       -	-
       -	-

       -	107,451
       675	20,010

       The annexed notes from 1 to 47 form an integral part of these financial statements.

       
       
       
       
       
       

       NOOR MUHAMMAD ZAKARIA

       Chief Executive Officer

       ZIA ZAKARIA

       Chairman

       MUHAMMAD HANIF CHAMDIA

       
       
       

       Chief Financial Officer

       27

       FOR THE YEAR ENDED SEPTEMBER 30, 2025 2025

       (Restated) 2024

       1. CASH FLOWS FROM OPERATING ACTIVITIES

          Profit before taxation

          Adjustments for:

          Note

          Rupees in thousand

          321,431
          601,780 7,767 966 (7,937) -990,442 1,721 (142,334)
          1,452,405 1,773,836
          (88,806) 1,369,250 398,841 (45,396) 5,122 184,694
          1,823,705 178,127
          3,775,668
          (367,999) (1,205,645) 693 25
          (1,572,926)
          2,202,742
          (385,855) (2,015) 11,113 (14) 46,197
          (330,574)
          700,000 (450,399) (16,988) (11,247) (238)
          221,128
          2,093,296 (2,577,593)
          (484,297)
          452,121 (936,418)
          (484,297)

          371,277

          Depreciation on property, plant and equipment 4.1.1

          Depreciation on right-of-use assets 5

          Amortization of intangible asset 6

          Gain on disposal of property, plant and equipment 32

          (Reversal of impairment allowance) / impairment allowance for export price differential 15

          Finance cost 33

          Interest on lease liability against right-of-use assets 21

          Share of profit from associates - net 7

          Cash generated before working capital changes (Increase) / decrease in current assets

          Stores, spare parts and loose tools Stock in trade

          Trade debts

          Loans and advances

          Trade deposits and short term prepayments Other receivables

          Increase / (decrease) in current liabilities

          Trade and other payables

          (Payments to) / Receipts from Levies and Income tax paid Finance cost paid

          Decrease in long-term loans Decrease in long-term deposits

          Net cash inflows / (outflow) from operating activities ( A )

       2. CASH FLOWS FROM INVESTING ACTIVITIES

          Additions to property, plant and equipment

          Additions in intangible asset 6

          Sale proceeds from disposal of property, plant and equipment 4.1.2

          Short-term investment - net Dividend received from associate

          Net cash flow used from investing activities ( B )

       3. CASH FLOWS FROM FINANCING ACTIVITIES

Proceeds from long-term financing 20.1

Repayment of long-term financing 20.1

Short-term borrowings

Repayment of lease liability against right-of-use assets 21

Dividend paid

Net cash flow generated from financing activities ( C )

Net increase / (decrease) in cash and cash equivalents (A+B+C)

Cash and cash equivalents at the beginning of the year

Cash and cash equivalents at the end of the year Cash and cash equivalents

Cash and bank balances 17

Short-term borrowings - running finance 25

The annexed notes from 1 to 47 form an integral part of these financial statements.

605,271

7,767

645

(10,718)

(20,662)

1,839,575

3,398

(8,146)

2,417,130

2,788,407

60,467

(278,729)

(195,272)

(24,669)

(1,294)

(21,820)

(461,317)

(2,236,422)

90,668

(383,727)

(1,719,544)

1,583

53

(2,101,635)

(2,010,967)

(301,608)

(1,320)

12,777

99,667

65,996

(124,488)

650,000

(1,190,816)

916,990

(9,863)

(182,790)

183,521

(1,951,934)

(625,659)

(2,577,593)

503,455

(3,081,048)

(2,577,593)

NOOR MUHAMMAD ZAKARIA

Chief Executive Officer

ZIA ZAKARIA

Chairman

MUHAMMAD HANIF CHAMDIA

Chief Financial Officer

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NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED SEPTEMBER 30, 2025

1. THE COMPANY AND ITS OPERATIONS

The Company was incorporated in Pakistan as a public limited company on August 08, 1969 and its shares are quoted at the Pakistan Stock Exchange Limited. The Company owns and operates sugar, medium density fiber (MDF) board and generation of power units which are located at Shahpur Jahania, District Shaheed Benazirabad and District Noushero Feroze in the Province of Sindh. The registered office of the Company is located at 96-A, Sindhi Muslim Cooperative Housing Society, Karachi, Sindh. The Sugar mill occupies an area of 150.34 Acres and MDF board division occupies an area of 76.00 Acres.

1. BASIS OF PREPARATION

   1. BASIS OF MEASUREMENT

      These financial statements have been prepared under the 'historical cost convention' except otherwise stated in the financial statements. The Company uses accrual basis of accounting except for cash flow statement.

   2. STATEMENT OF COMPLIANCE

      These financial statements have been prepared in accordance with the accounting and reporting standards as applicable in Pakistan. The accounting and reporting standards as applicable in Pakistan comprise of:

      _ International Financial Reporting Standards (IFRS Standards) issued by the International Accounting Standard Board (IASB) as notified under the Companies Act, 2017; and

      _ Provisions of and directives issued under the Companies Act, 2017.

      Where the provisions of and directives issued under the Companies Act, 2017 differ with the requirements of IFRS Standards, the provisions of and directives issued under the Companies Act, 2017 have been followed.

   3. FUNCTIONAL AND PRESENTATION CURRENCY

      These financial statements have been prepared in Pak Rupees, which is the Company's functional currency.

   4. SIGNIFICANT ACCOUNTING JUDGMENTS AND ESTIMATES

The preparation of financial statements in conformity with approved accounting standards requires the use of certain critical accounting estimates. It also requires management to exercise its judgment in the process of applying the Company's accounting policies. Estimates and judgments are continually evaluated and are based on historic experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. Revisions of accounting estimates are recognized in the period in which the estimate is revised and in any future periods as appropriate. In the process of applying the accounting policies, management has made the following estimates and judgments which are significant to the financial statements:

a) Property, plant and equipment

The Company reviews appropriateness of the rate of depreciation, useful life and residual value used in the calculation of depreciation. Further, where applicable, an estimate of the recoverable amount of asset is made for possible impairment. In making these estimates, the Company uses technical resources available with the Company. The company also uses judgments and estimates in determining fair values of items carried at revalued amounts. Any change in the estimates in the future might affect the carrying amount of respective item of property, plant and equipment, with corresponding effects on the depreciation and impairment.

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