Altern Energy LimitedPSX: ALTN

Transmission of Annual Report for the Year Ended

· Issued by Altern Energy Limited
ANNUAL REPORT 2025

ALTERN ENERGY LIMITED



AEL

Altern Energy Limited Annual Report 2025

ALTERN ENERGY LIMITED

Contents

COMPANY INFORMATION

04

VISION AND MISSION STATEMENT

05

CHAIRMAN'S REPORT

06

DIRECTORS' REPORT

08

GENDER PAY GAP STATEMENT

22

STATEMENT OF COMPLIANCE

24

REVIEW REPORT TO MEMBERS

28

AUDITOR'S REPORT TO MEMBERS

30

UNCONSOLIDATED STATEMENT OF FINANCIAL POSITION

34

UNCONSOLIDATED STATEMENT OF PROFIT OR LOSS

35

UNCONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

36

UNCONSOLIDATED STATEMENT OF CHANGES IN EQUITY

37

UNCONSOLIDATED STATEMENT OF CASH FLOWS

38

NOTES TO THE FINANCIAL STATEMENTS

39

CONSOLIDATED FINANCIAL STATEMENTS

74

CONSOLIDATED AUDITOR'S REPORT TO MEMBERS

75

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

79

CONSOLIDATED STATEMENT OF PROFIT OR LOSS

80

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

79

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

80

CONSOLIDATED STATEMENT OF CASH FLOWS

81

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

82

SIX YEARS FINANCIAL HIGHLIGHTS

138

PATTERN OF SHARE HOLDING

139

CATEGORIES OF SHAREHOLDERS

141

NOTICE OF ANNUAL GENERAL MEETING

144

PROXY FORM

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ALTERN ENERGY LIMITED

COMPANY INFORMATION

BOARD OF DIRECTORS

Mr. Faisal Dawood Chairman

Mrs. Mehreen Dawood Director

Mr. Farooq Nazir Director

Mrs. Aliya Saeeda Khan Independent Director

Mr. Shah Muhammad Chaudhry Director

Mr. Salih Merghani Director

Syed Rizwan Ali Shah Independent Director

Mr. Umer Shehzad Sheikh Chief Executive (Deemed Director)

AUDIT COMMITTEE

Syed Rizwan Ali Shah Independent Director - Chairman Mr. Farooq Nazir

Mr. Shah Muhammad Chaudhry

HUMAN RESOURCE & REMUNERATION COMMITTEE

Mr. Farooq Nazir Chairman

Mr. Shah Muhammad Chaudhry Syed Rizwan Ali Shah

CHIEF FINANCIAL OFFICER

Mrs. Noor Shuja

COMPANY SECRETARY

Mr. Salman Ali

HEAD INTERNAL AUDIT

Mrs. Rabia Shoaib

EXTERNAL AUDITORS

M/s. Grant Thornton Anjum Rahman Chartered Accountants

BANKERS

MCB Bank Limited The Bank of Punjab Habib Bank Limited

Habib Metropolitan Bank Limited

REGISTERED OFFICE

DESCON HEADQUARTERS, 18-km Ferozpur Road, Lahore.

REGISTRAR SHARES

M/s. Corplink (Pvt.) Limited

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Wings Arcade, 1-k Commercial Model Town, Lahore. Tel: (92-42) 35839182 Fax: (92-42) 35869037

ALTERN ENERGY LIMITED

VISION STATEMENT

To become a partner in the growth of economy by providing affordable electricity.

MISSION STATEMENT

The Mission of Altern Energy Limited is to assume leading role in the power industry by;

Ensuring long term growth of the company through competitive and creative strategy,

Achieving the highest level of indigenization, Preserving environmentally friendly outlook, Creating an efficient and effective workforce, Conducting Business as a good corporate citizen,

Developing strong long term relations with industry partners.

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ALTERN ENERGY LIMITED

Dear Stakeholders,

CHAIRMAN'S MESSAGE

Your Company has been facing operational and financial challenges ever since converting its operations from indigenous gas to RLNG as required by SNGPL in 2017. Altern witnessed a sharp decline in dispatch demand from NPCC, resulting in loss of capacity revenue in the past few years. The Company, having a Power Purchase Agreement ("PPA") with the off-taker, CPPA, on take-and-pay basis, faces a challenge to honour its contractual obligations due to a significant reduction in revenue as a result of reduced demand from NPCC. Despite these challenges, Altern being a responsible corporate citizen has remained resilient and committed to its national, legal, and contractual obligations.

The main contribution in maintaining its financial viability during the last few years has been income from its subsidiary, Rousch (Pakistan) Power Limited ('RPPL'). However, during the year under review, RPPL was approached by the Government of Pakistan for Termination of it PPA, Implementation Agreement ("IA") and the Guarantee issued by the Government of Pakistan ("Guarantee") . Subsequently, RPPL signed a Negotiated Settlement Agreement ("NSA"), for Termination of the Agreements. As a result, it handed over its power generation complex to the Government of Pakistan's designated entity National Power Parks Management Company Limited ("NPPMCL") by December 31, 2024. Now, RPPL no longer owns the Complex to generate and sell electricity to CPPA.

In view of the foregoing, it is evident that it is no longer possible for the Company to meet its fixed costs in view of no operational revenue in future, as a result of no dispatch, and no inflow of dividend income from RPPL . Accordingly, the Company after obtaining requisite approval from the shareholders of the Company, submitted request for early termination / retirement of its PPA, IA and the Guarantee. The management of the Company is following up with the relevant Government functionaries for resolution of the matter to curtail further loss to the shareholders.

I would like to extend my heartfelt appreciation to AEL's management and employees for their continued perseverance and determination to keep this organization afloat and ready to face business challenges. Thank you for your trust, confidence, and commitment.



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Chairman

Lahore -September 01, 2025 Faisal Dawood

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ALTERN ENERGY LIMITED



ALTERN ENERGY LIMITED

DIRECTORS' REPORT TO THE SHAREHOLDERS

We, the undersigned, for and on behalf of the Board of Directors, present the annual report of Altern Energy Limited ('the Company'), including the annual audited consolidated financial statements and annual audited unconsolidated financial statements together with the Auditor's Reports thereon for the financial year ended June 30, 2025.

GENERAL

Principal Activities:

The Company's principal activities are the ownership, operation, and maintenance of a 32-megawatt gas-fired thermal power plant located near Fateh Jang, District Attock, Punjab, and the sale of electricity. The electricity produced is sold to its sole customer, Central Power Purchasing Agency (Guarantee) Limited ('CPPA') through the transmission network of the National Transmission and Dispatch Company ('NTDC'). The Company has a Power Purchase Agreement ('PPA') with its sole customer, CPPA, for thirty years, which commenced from June 6, 2001, ending on June 6, 2031. The Company also holds direct and indirect investments in other companies engaged in power generation, as detailed in note 7 to the unconsolidated financial statements annexed with this report.

Group Structure:

The Company owns 100% shares of Power Management Company (Private) Limited ('PMCL') (a special purpose vehicle), which in turn holds 59.98% shares of Rousch (Pakistan) Power Limited ('RPPL').

MATERIALINFORMATION

Given continued operational losses suffered by the Company as a result of nil dispatch demand from the off-taker during the past several years, on April 17, 2025, the Shareholders of the Company approved the proposal of the Board of Directors for early termination of: (i) the Power Purchase Agreement ("PPA") entered into with CPPA, (ii) the Implementation Agreement entered into with the President of Islamic Republic of Pakistan on behalf of the Government of Pakistan ("IA"), and (iii) the Guarantee issued by the Government of Pakistan ("Guarantee"), (the PPA, IA and the Guarantee are hereinafter collectively referred to as the "Agreements"). Subsequently, on May 09, 2025, the Company submitted a request for early termination/retirement of the Company with CPPA and Private Power and Infrastructure Board ("PPIB"). The management of the Company is following up with the relevant Government functionaries for the resolution of the matter.

GOING CONCERNASSUMPTION

As a result of no/low generation revenue during the past few years, the major income to support the operations of the Company has been dividends from RPPL. As mentioned in the ensuing paragraphs, RPPL has handed over its power generation complex to the Government and can no longer generate and sell electricity to CPPA. These Financial Statements have been prepared on a going concern basis, as RPPL has received its outstanding receivables, which are sufficient to provide future dividends to support the Company's viability as a going concern.

FINANCE

During the year under review, the Company's turnover was nil (2024: nil) and operating costs were Rs. 95.29 million (2024: Rs. 93.37 million), resulting in a gross loss of Rs. 95.29 million as against a gross loss of Rs. 93.37 million in the corresponding last year. The Company posted an unconsolidated net profit of Rs. 5,791.44 million, resulting in earnings per share ('EPS') of Rs. 15.94 as compared to the corresponding year's net profit of Rs. 4,336.31 million and earnings per share ('EPS') of Rs. 11.95. The net profit for the current year includes dividend income from PMCL amounting to Rs. 5,864.25 million.

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Consolidated financial statements combine the performance of the Company and its wholly owned subsidiary, PMCL, and its subsidiary, RPPL. Your Company's consolidated earnings attributable to the equity holders of Altern Energy Limited for the year under review were Rs. 4,361.48 million, resulting in EPS of Rs. 12, as compared to consolidated earnings of Rs. 3,085.24 million and EPS of Rs. 8.49 in the corresponding last year.

ALTERN ENERGY LIMITED

DIVIDEND DISTRIBUTION

During the year under review, upon recommendation of the Board, two interim cash dividends were paid to the shareholders of the Company @ 59% in October 2024, @97% in February 2025.

OPERATIONS

The net generation of your plant during the year under review was nil since the plant did not receive dispatch demand from the off-taker due to its low position in the merit order of NPCC.

During the periods when the plant was non-operative, it was put into preservation mode to protect the working condition of engines and related equipment. During the year, all other scheduled and preventive maintenance activities were successfully conducted by our technical team following the Original Equipment Manufacturers' (OEM) recommendations. We are confident that all the engines and their auxiliary equipment are in sound mechanical condition for smooth and reliable operations.

SUBSIDIARY'S REVIEW

During the year under review, your Company's subsidiary Rousch (Pakistan) Power Limited ('RPPL') has incurred net loss of Rs. 7,811 million (loss per share of Rs. 9.06) as compared to a net profit of Rs. 5,552.11 million (earning per share of Rs. 6.44) earned during the corresponding period of the last year. The loss during the current year is mainly due to the write-off of assets in the books after signing of a Negotiated Settlement Agreement ('NSA') and handing over the Complex to the Government. During the year, RPPL was approached by the Government of Pakistan for Termination of the Power Purchase Agreement ('PPA') entered into with Central Power Purchasing Agency (Guarantee) Limited (CPPA), the Implementation Agreement ('IA') entered into with the President of the Islamic republic of Pakistan, and the Guarantee issued by the Islamic Republic Of Pakistan ("the Agreements"). On November 11, 2024, upon approval from the Shareholders, RPPL signed the NSA for Termination of the Agreements. As per the terms of the NSA, CPPA paid the agreed outstanding receivables to RPPL by December 31, 2024. Accordingly, RPPL handed over the Complex to the Government of Pakistan's designated entity, National Power Parks Management Company Limited ('NPPMCL'). As a result of the execution of the NSA, RPPL no longer owns the Complex to generate and sell electricity to CPPA.

RISK MANAGEMENT

At Altern Energy, the Board has an overall responsibility for overseeing the Company's risk management process. It is the policy of the Company to view risk management as integral to the creation, protection, and enhancement of shareholder value. The Company continues to employ a robust Enterprise Risk Management (ERM) framework to ensure the proactive identification and assessment of risks. All highlighted risks are prioritised according to their impact and likelihood, and corrective actions are devised accordingly.

The Company's activities expose it to a variety of risks, such as operational risks and financial risks, which are subject to different levels of uncertainty. The financial risk management is disclosed in Note 32 of the annual audited unconsolidated financial statements of the Company.

CORPORATE & FINANCIALREPORTING FRAMEWORK

The Board of Directors is committed to ensuring that the requirements of corporate governance as set out by the Securities and Exchange Commission of Pakistan are fully met without any exception. The Company's Directors and management are fully conversant with their responsibilities as required by provisions of the Companies Act, 2017 ('the Act'). The Company has complied with all the material requirements of the Listed Companies (Code of Corporate Governance) Regulations, 2019 ('the Regulations') as well as Pakistan Stock Exchange Regulations ('PSX Regulations'). The Directors confirm the following in compliance with the referred Regulations:

  1. The financial statements together with notes thereon, prepared by the management of the Company, present fairly its state of affairs, the results of its operations, cash flows, and changes in equity.

  2. Proper books of account of the Company have been maintained.

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    ANNUAL REPORT 2025

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

    ALTERN ENERGY LIMITED

  4. The International Financial Reporting Standards ('IFRS') as applicable in Pakistan and the requirements of the Companies Act have been followed in the preparation of financial statements, and any departure therefrom has been adequately disclosed and explained.

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

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

  7. There has been no material departure from the best practices of corporate governance as detailed in the Regulations and the listing regulations.

  8. Where any statutory payment on account of taxes, duties, levies, and charges is outstanding, the amount, together with a brief description and reasons for the same, is disclosed in the financial statements.

  9. Statements regarding the following are disclosed in the financial statements or annexed to the annual report:

    1. Key operational and financial data of the last six years.

    2. Trading in shares of the Company by its directors, CEO, CFO, and Company Secretary.

Board of Directors

The Board of Directors reviews all significant matters of the Company. These include the Company's strategic direction, its policies and procedural framework, annual business plans and targets, and decisions on borrowings and investments. The total number of elected directors is seven (7) as per the following composition:

Male 5

Female 2

The Board is categorized as follows:

Sr.

No.

Category

Names

1

Non-Executive Directors

Mr. Faisal Dawood (Chairman)

2

Mrs. Mehreen Dawood

3

Mr. Farooq Nazir

4

Mr. Shah Muhammad Chaudhary

5

Mr. Salih Merghani

6

Independent Directors

Syed Rizwan Ali Shah

7

Mrs. Aliya Saeeda Khan

8

Executive Director (Chief

Executive)

Mr. Umer Shehzad Sheikh

Meetings of the Board

Under the applicable regulatory framework, the Board is legally required to meet at least once every quarter to ensure transparency, accountability, and monitoring of the Company's performance. Special meetings are also held whenever required to consider important matters. During the year under review, eight (08) meetings of the Board of Directors were held. The notices/agendas of the board meetings were circulated in advance, promptly, and in compliance with applicable laws. All meetings of the Board held during the year surpassed the minimum quorum requirements of attendance, as prescribed by the applicable regulations. The Company Secretary acts as the Secretary to the Board. All decisions made by the Board during the meetings were documented in the minutes of the meetings maintained by the Company Secretary and were duly circulated to all the Directors for endorsement and were approved in the subsequent Board meetings.

Committees of the Board

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The Board has established two committees to conduct smooth operations of the Board and assist it in carrying out fiduciary responsibilities. These Committees are chaired by Independent or non-executive directors. These committees are as follows:

ALTERN ENERGY LIMITED

Boards' Audit Committee ("BAC")

The Audit Committee assists the Board in fulfilling its oversight responsibilities, primarily in reviewing and reporting financial and non-financial information to the shareholders in compliance with the Regulatory and legislative Standards. The BAC oversees the Company's internal control framework, ensuring that identified risks are mitigated to safeguard the Company's interests. It reviews the consolidated and unconsolidated financial statements before recommending them to the Board of Directors for approval. Further, the BAC reviews the effectiveness of the internal control environment along with the reporting structure and accounting system. The BAC comprises three (3) members as follows:

Syed Rizwan Ali Shah (Independent Director) - Chairman Mr. Farooq Nazir (Non-executive Director) Mr. Shah Muhammad Chaudhary (Non-executive Director)

The Terms of Reference of the BAC have been defined in light of the guidelines of the Regulations. The Company Secretary serves as Secretary to the Audit Committee and convenes all its meetings. The Chief Financial Officer attends the Audit Committee Meetings by invitation, and the external auditors attend the meetings as per Regulatory requirements. The Committee met four (4) times during the year, and the notices/agendas of the meetings were circulated in advance, on time, and in compliance with applicable laws.

Human Resource & Remuneration Committee ("HRRC')

The HRRC reviews and recommends key human resource and remuneration policies, including major terms of employment and compensation plans for employees. The Committee comprises three (3) members, the composition of which is as follows:

Mr. Farooq Nazir (Non-executive Director) - Chairman Mr. Shah Muhammad Chaudhary (Non-executive Director) Syed Rizwan Ali Shah (Independent Director)

The head of Human Resources acts as the Secretary of the HRRC and convenes the HRRC met. The HRRC meets once during the year under review.

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Attendance by Directors at the Board and Committee Meetings

Sr. No

Name

Board of Directors Meetings

Audit Committee Meetings

HR&R Committee Meetings

1

Mr. Faisal Dawood

8 out of 8

N/A

N/A

2

Mrs. Aliya Saeeda Khan

7 out of 8

N/A

N/A

3

Mr. Farooq Nazir

8 out of 8

4 out of 4

1 out of 1

4

Mrs. Mehreen Dawood

8 out of 8

N/A

N/A

5

Mr. Salih Merghani

5 out of 8

N/A

N/A

6

Mr. Shah Muhammad Chaudhry

8 out of 8

4 out of 4

1 out of 1

7

Syed Rizwan Ali Shah

5 out of 8

2 out of 4

0

8

Mr. Umer Shehzad Sheikh

8 out of 8

4 out of 4

1 out of 1

ALTERN ENERGY LIMITED

I The leave of absence was granted to members who could not attend a Meeting.

Internal Audit and Control

The Board of Directors has set up an independent audit function headed by a qualified person reporting to the Audit Committee. The scope of the internal audit function within the Company is clearly defined by the Audit Committee, which involves regular review of internal financial controls.

Adequacy of Internal Financial Controls

The Board of Directors has established an efficient system of internal financial controls to ensure the effective conduct of operations, safeguarding the Company's assets, compliance with applicable laws and regulations, and reliable financial reporting. The Company's system of internal controls comprises of robust Governance structure, well-defined authority limits, a detailed budgeting process, and well-understood policies and procedures. Compliance with applicable laws and regulatory requirements also depends upon internal controls, and the Company has effective internal Regulatory controls in place to ensure Regulatory requirements are complied with.

Directors' Training

The majority of the directors on the Board have obtained certificates of Directors' training programs from SECP-approved institutes by the requirements of the Regulations. All directors are fully conversant with their duties and responsibilities as Directors.

During the year a Directors' Orientation program was conducted in collaboration with Lahore University of Management Sciences ('LUMS') wherein senior faculty members of LUMS delivered training sessions attended by all Directors, the leadership team, and senior management executives. The program was aimed at further strengthening corporate governance and reaffirming the Company's commitment to compliance and transparency.

Directors' Remuneration

As required by the Regulations, the Company has approved a formal policy for the remuneration of Directors. As per the Policy, independent directors are eligible for meeting participation fees approved by the Board from time to time, whereas the nominee directors are not entitled to receive board/committee meeting fees or any other remuneration. Appropriate disclosure of remuneration paid to Directors and the Chief Executive has been provided in Note 30 of the annual audited unconsolidated financial statements.

Evaluation of Performance of the Board of Directors

As required by the Regulations, the Board has put in place an in-house mechanism with the support of the Company Secretary to carry out an annual evaluation of the Board's performance, members of the Board, and its committees. During the year under review, the Board opted for an external annual evaluation of the Board and its committees which was carried out by the Pakistan Institute of Corporate Governance (PICG). The evaluation assessed the performance of the Board as a whole and as individual directors, covering areas such as the Board's composition, strategic planning, procedures, and controls environment.

RELATED PARTY TRANSACTIONS

All transactions with related parties are conducted in the ordinary course of business on an arm's length basis. Further, by the requirements of the Act and the Regulations, the Company has implemented a policy for related party transactions. The policy provides the guidelines for evaluating the nature, terms, and conditions of each related party transaction, the disclosure requirements, and the responsibility of the Board for its consideration and approval.

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By the requirements of the Regulations, every quarter, a comprehensive list of the related parties' transactions is placed before the Board's Audit Committee and presented to the Board for review and approval. The Company has made detailed disclosure of the related party transactions in the financial statements annexed to this annual report. This disclosure is in line with the requirements of the 4th Schedule of the Act and applicable IFRS.

ALTERN ENERGY LIMITED

QUALITY, ENVIRONMENT, HEALTH & SAFETY (QEHS)

Safety lies at the core of the Company's operations with zero tolerance for any compromises on safety. Protecting the surrounding community and environment, fostering the health and performance of our employees, as well as safeguarding their working conditions, are core to our business philosophy. The Company is committed to protecting the health, safety, and well-being of its employees as well as the community it operates. To maintain and enhance a culture of zero-tolerance towards EHS, a comprehensive communication structure has been established, such as daily, weekly, and monthly safety reviews and safety talks. Additionally, the Company has implemented an Integrated Management System based on ISO 9001 (Quality Management), ISO 14001 (Environmental Management), and ISO 45001 (Occupational Health and Safety Management), along with other international guidelines (such as OSHA and NFPA). Their proactive approach aims to achieve zero Lost Time Incidents (LTIs) by monitoring both leading and lagging indicators.

CORPORATE SOCIALRESPONSIBILITY

AEL is committed to acting responsibly towards the community and environment for mutual benefit. The Company continues to focus on Corporate Social Responsibility. The Company recognizes the importance of being a good corporate citizen in conducting its business as well as delivering its obligations for the social welfare of its staff and the community in general. Particular attention is given to protecting the environment of the local community through tree plantation. Furthermore, the local community benefits from our strategy of employing more staff from surrounding communities at our plant site.

PATTERN OF SHAREHOLDING

The Company's shares are listed on the Pakistan Stock Exchange.

As required by section 227(2)(f) of the Companies Act, 2017, a statement showing the pattern of shareholding as of June 30, 2025, along with disclosures as required under the Regulations, is annexed to the Annual Report. The Directors, CEO, and executives do not hold any interest in the shares of the Company other than those disclosed in the attached Pattern of Shareholding.

GENDER DIVERSITY

Altern is committed to ensure a work environment that ensures equity and diversity. Our Equal Opportunity Hiring Strategy is designed to promote a merit-based, inclusive approach that ensures equal access, fair evaluation, and equal pay for all candidates and employees, regardless of their gender. It includes structured, gender-neutral job descriptions and hiring processes, diverse interview panels, and skills-based assessments to ensure all decisions are based on qualifications and potential. This strategy fosters a culture of fairness, opportunity, and accountability at every level.

ENVIRONMENT, SOCIAL AND GOVERNANCE

AEL is committed to ensuring environmental, social, and governance (ESG) compliance through responsible business practices. Throughout the fiscal year, the Company has prioritized environmental stewardship by implementing initiatives to reduce our carbon footprint and protect the environment through tree plantation and energy conservation. Socially, we have invested in community development programs, aiming to enhance the welfare of local populations and promote inclusivity among the employees. Our governance framework ensures transparency, accountability, and ethical conduct across all operations, fostering trust among stakeholders. By adhering to rigorous ESG standards, we not only mitigate risks but also create long-term value for our shareholders and contribute positively to Pakistan's socioeconomic landscape.

AUDITORS

The Statutory auditors of the Company, M/s Grant Thornton Anjum Rahman, Chartered Accountants, have completed their audit of the consolidated financial statements, unconsolidated financial statements, and the Statement of Compliance with the Code of Corporate Governance for the financial year ended June 30, 2025, and shall retire at the end of the upcoming Annual General Meeting of the Company.

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ALTERN ENERGY LIMITED

The audit firm has been given a satisfactory rating under the Quality Control Review Programme of the Institute of Chartered Accountants of Pakistan. The present auditors, being eligible, have offered themselves for reappointment. Upon recommendation of the Audit Committee, the Board of Directors has approved the proposal of the appointment of M/s Grant Thornton Anjum Rahman, Chartered Accountants, as external auditors of the Company for the ensuing year ending June 30, 2026, subject to the approval of shareholders in the Annual General Meeting.

FUTURE OUTLOOK

The financial year 2025 was of immense change in the power sector in Pakistan. The Government of Pakistan's drive to reduce the burden of high electricity tariffs on consumers led to negotiations with public and private sector power projects, resulting in the closure of a few power plants as well as changes in the electricity tariffs of other power projects. Your company's subsidiary, RPPL, was one of the IPPs whose Agreements were terminated as a result of negotiations with the Task Force, and its complex was handed over to National Power Parks Management Company (Pvt) Ltd. Resultantly, RPPL will no longer be able to generate revenue in the future.

Your Company's PPA with CPPA, based on a take-and-pay arrangement, has been subjected to a serious challenge of meeting its fixed costs due to nil dispatch from the off-taker during the last few years. The Company has submitted a request for early termination/retirement of its Agreements with the Government. Subsequent to the termination of the Agreements, the Company will evaluate the future course of action. In the meantime, the Company remains a going concern entity due to future dividend income from RPPL.

ACKNOWLEDGEMENT

The Board remains grateful to its employees and management for their continued perseverance and hard work and for placing their confidence and trust in steering the Company in these challenging times.

On Behalf of the Board

Umer Shehzad Sheikh Chief Executive

Shah Muhammad Chaudhry Director

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Date: September 01, 2025 Place: Lahore.

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ALTERN ENERGY LIMITED

GENDER PAY GAP STATEMENT UNDER CIRCULAR 10 OF 2024 OF SECURITIES AND EXCHANGE COMMISSION OF PAKISTAN

Name of Company: Altern Energy Limited Year ended: June 30, 2025

Following is the gender pay gap calculated for the year ended June 30, 2025:

  1. Mean Gender Pay Gap: 100%

  2. Median Gender Pay Gap: 100%

  3. Any other data/details as deemed relevant: As of the current reporting period, our workforce includes no female employees. In line with our Company policy, we are committed to equal pay for equal work, with no disparity based on gender.

For and on behalf of Board of Directors of the Company

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Chief Executive Officer Date: September 01, 2025

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ALTERN ENERGY LIMITED



ALTERN ENERGY LIMITED

STATEMENT OF COMPLIANCE WITH LISTED COMPANIES (CODE OF CORPORATE GOVERNANCE) REGULATIONS, 2019

Name of Company: Altern Energy Limited Year ended: June 30, 2025

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

1.

2.

3.

4.

5.

6.

7.

8.

9.

10.

11.

The total number of directors are 8 (including Chief Executive) as per the following:

  1. Male 6

  2. Female 2

The composition of the Board is as follows:

Sr.

No.

Category

Names

1

Independent Directors

Syed Rizwan Ali Shah

2

Mrs. Aliya Saeeda Khan

3

Non-Executive Directors

Mr. Faisal Dawood

4

Mrs. Mehreen Dawood

5

Mr. Farooq Nazir

6

Mr. Shah Muhammad Chaudhary

7

Mr. Salih Merghani

8

Chief Executive

Mr. Umer Shehzad Sheikh

The directors have confirmed that none of them is serving as a director on more than seven listed companies, including this Company.

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.

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 is maintained by the Company.

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.

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 requirements of the Act and the Regulations with respect to frequency, recording and circulating minutes of the meeting of Board.

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

All directors of the Company have completed the Directors' Training Program, except one foreign national director.

The Board has approved appointment of Chief Financial Officer, Company Secretary and Head of Internal Audit, including their remuneration and terms and conditions of employment, and complied with relevant requirements of the Regulations.

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

ALTERN ENERGY LIMITED

12.

13.

14.

15.

16.

17.

18.

19.

The Board has formed two committees comprising of members given below:

  1. Audit Committee:

    1. Syed Rizwan Ali Shah (Independent Director) - Chairman

    2. Mr. Farooq Nazir (Non-executive Director)

    3. Mr. Shah Muhammad Chaudhary (Non-executive Director)

  2. Human Resource and Remuneration Committee:

    1. Mr. Farooq Nazir (Non-executive Director) - Chairman

    2. Mr. Shah Muhammad Chaudhary (Non-executive Director)

    3. Syed Rizwan Ali Shah (Independent Director)

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

The frequency of meetings (quarterly/half yearly/yearly) of the committees were as per following:

  1. Audit Committee:

    Four quarterly meetings were held during the financial year ended June 30, 2025.

  2. Human Resource and Remuneration Committee:

One meeting was held during the financial year ended June 30, 2025.

The Board has set up an effective internal audit function which is considered suitably qualified and experienced for this purpose and are conversant with the policies and procedures of the Company.

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, parent, dependent and non-dependent children) of the Chief Executive, Chief Financial Officer, Head of Internal Audit, Company Secretary or director of the Company.

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.

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

a) In respect of regulation 6(1), the Company believes it has sufficient impartiality and is able to exercise independence in decision making within the Board and hence, does not require to round up the fraction to 3 independent directors.

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ANNUAL REPORT 2025

Explanation for non-compliance with requirements, other than regulation 3, 6, 7, 8, 27, 32, 33, and 36 is as follows.

ANNUAL REPORT 2025

26

ALTERN ENERGY LIMITED

Requirement

Regulation

Explanation

Representation of the Minority shareholders:

The minority members as a class shall

5

No one intended to contest election as a director representing minority shareholder.

be facilitated by the Board to contest

election of directors by proxy

solicitation.

Directors' Training:

Anewly appointed director on the Board may acquire, the directors training program certification within a period of one year from the date of appointment as a director.

19

All directors of the Company have completed the Directors' Training Program, except one foreign national director who shall complete it in due course.

Nomination Committee:

The Board may constitute a separate

29(1)

Currently, the Board has not constituted a separate Nomination Committee and the functions are being performed by the Human Resource & Remuneration Committee.

committee, designated as the

nomination committee, of such number

and class of directors, as it may deem

appropriate in its circumstances.

Risk Management Committee:

The Board may constitute the risk

30(1)

Currently, the Board has not constituted a Risk Management Committee and the Company's management performs the requisite function which is overseen by the Audit Committee of the Board. The risks are apprised to the Board after review by the Audit Committee.

management committee, of such

number and class of directors, as it may

deem appropriate in its circumstances,

to carry out a review of effectiveness of

risk management procedures and

present a report to the Board.

Sustainability risks:

The Board is responsible for g o v e r n a n c e a n d o v e r s ig h t o f

10A (1)

(3) (4)

T h e B o a r d i s c o g n i z a n t o f i t s responsibilities and will take up measures to ensure that the Company addresses s u s t a in a b i l i t y - r e l a t e d r i s k s a n d opportunities. Also, it will ensure that the Company's sustainability and DE&I related strategies are periodically reviewed and monitored in future.

sustainability risks and opportunities

and takes appropriate measures to

address it. Further, the Board ensures

that the Company's sustainability and

diversity, equity and inclusion (DE&I)

related strategies are periodically

reviewed and monitored.

ALTERN ENERGY LIMITED

Requirement

Regulation

Explanation

Sustainability committee:

The Board may establish a dedicated sustainability committee or assign additional responsibilities to an existing Board committee

10A (5)

Currently, the Board has not constituted a separate Sustainability Committee and the functions will be performed by the Board Audit Committee.

Human Resource and Remuneration Committee:

The chairman of the Human Resource and Remuneration Committee shall be an independent director and the chief executive officer may be included as a member of the committee.

28 (2)

The present Chairman Human Resource & Remuneration Committee is appointed due to his extensive experience as Board and Human Resource & Remuneration Committee member.



Umer Shehzad Sheikh Chief Executive

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ANNUAL REPORT 2025

Lahore September 01, 2025

Faisal Dawood Chairman / Director



ANNUAL REPORT 2025

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ANNUAL REPORT 2025

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