Arif Habib Corporation LimitedPSX: AHCL

Transmission of Annual Report for the Year Ended 30 June 2025

· Issued by Arif Habib Corporation Limited


Arif Habib Group

Since its inception, the Arif Habib Group has been at the forefront of innovation, turning bold ideas into tangible realities. We've played a pivotal role in Pakistan's growth story, investing in sectors that drive national development and uplift communities across the country.

Our entrepreneurial spirit and passion for positive change have fueled our expansion into diverse industries, including financial services, fertilizers, cement, steel, renewable energy, and real estate development. By leveraging our expertise and forging strategic partnerships, we've consistently delivered value to our stakeholders and contributed significantly to Pakistan's economy.

Quality and excellence are the cornerstones of our business model. We're committed to setting new standards and pushing the boundaries of what's possible. With unwavering faith in Pakistan's potential, we're dedicated to harnessing innovation and transforming challenges into opportunities for growth and prosperity.



Arif Habib Corporation Limited

Arif Habib Corporation Limited (AHCL) is the cornerstone of the Arif Habib Group, a legacy built on the entrepreneurial vision of Mr. Arif Habib. Incorporated as a public limited company in 1994, AHCL has consistently delivered value to its shareholders and stakeholders.

Since its IPO, the comapny has demonstrated a strong commitment to its shareholders, distributing a total of PKR 19 billion as dividends (inculding specie dividends). More over, AHCL conducted two buybacks of its share having face value of PKR.10; first in 2005-06 amounting to PKR 720 million at prices of PKR 360 per share, and second in 2019-20 amounting to PKR 1.225 billion at prices of PKR 27 per share.

As at June 30 2025, AHCL has strong equity base of PKR 55 billion built through retained earnings. This remarkable journey has translated into a compounded annualized return of 30.8% for the intial investors who participated in the IPO back in 2001.

The Arif Habib brand is synonymous with integrity, excellence, and a relentless focus on stakeholder value. Our commitment to best practices and ethical conduct has earned us the trust and respect of our clients, partners, and employees. As we continue to evolve, we remain dedicated to upholding the high standards that have defined our success.



Arif Habib Group's Journey

2025

Sub-division of AHCL Shares

Amalgamation of AHL's investment portfolio into AHCL

2024

2023

Divestment of MCBAH Savings and Investments Limited

First Developmental REIT Listed on PSX, Globe Residency REIT (GRR)

2022

2021

Launch of Silk Islamic Development REIT, Pakistan's first developmental REIT

1994

Establishment of Arif Habib Corporation (Previous name Arif Habib Securities)

Establishment of Asset Management Company, Arif Habib Investments

2001

2004

Establishment of Arif Habib Limited by separating brokerage business from Arif Habib Corporation

Acquired Rupali Bank, renamed Arif Habib Rupali Bank and then Arif Habib Bank; finally sold off

Acquisition of Sukh Chayn Gardens and Thatta Cement

2004

2005

Acquisition of Pakarab Fertilizers

Achieved COD of Power Cement's expansion

2020

2019

Achieved COD of Aisha Steel's expansion

Incorporation of Black Gold Power Limited for 660MW Coal Power Project

Achievement of Financial Close for expansion of Aisha Steel and Power Cement (USD 300m)

2017

2015

Launch of Dolmen City REIT,

South Asia's first listed REIT

Acquisition of Fatimafert Ltd (formerly DH Fertilizers)

Establishment of Arif Habib Commodities

2012

2011

Acquisition of Sachal Energy (to set

up Wind Power)

Merger of Arif Habib Investments and MCB asset management

Launch of Naya Nazimabad

Invested in Fatima Fertilizer, which was established as a JV green field project

2005

2006

Acquisition of Javedan Cement

Invested in Power Cement

Became a joint venture partner in Aisha Steel Mills Limited

2007

2008

Acquired stake in ICPL (Dolmen City)

Establishment of REIT Management Company

Divestment of Arif Habib Bank (now Bank Makramah) and Thatta Cement

2009



Table of Content

07

Vision, Mission, Corporate Strategy and

63

Horizontal Analysis of Financial Statements

Objectives

65

Vertical Analysis of Financial Statements

09

Values

67

Summary of Cash Flow Statements

12

Company Information

68

Share Price / Volume Analysis

13

Review Report by the Chairman on the overall

69

Sustainable Impact Report

Performance of the Board

77

AHG's Commitment to ESG

15

Board of Director's and Key Management

79

Governance & Management

27

Directors' Report

82

Criteria to Evaluate Board's Performance

34

Attendance of Directors in Meetings

83

Report of the Audit Committee on Adherence

37

Statement Showing Transactions in Shares by

to the Best Practices of Code of Corporate

Executives

Governance

38

Pattern of Shareholding

85

Independent Auditor's Review Report to the

41

Group Companies

members of Arif Habib Corporation Limited

59

Financial Year 2025 at a Glance

86

Statement of Compliance with Listed

60

Key Figures & Highlights

Companies (Code of Corporate Governance)

61

Financial & Business Highlights - Six Years at

Regulations, 2019

a Glance



89

Unconsolidated Financial Statements

162

Consolidated Statement of Comprehensive

91

Audit Report on Unconsolidated Financial

Income

Statements

163

Consolidated Statement of Changes in Equity

95

Unconsolidated Statement of Financial Position

164

Consolidated Statement of Cash Flows

97

Unconsolidated Statement of Profit or Loss

165

Notes to the Consolidated Financial Statements

98

Unconsolidated Statement of Comprehensive

250

Corporate Calendar of Major Events

Income

251

Shareholders' Information

99

Unconsolidated Statement of Changes in Equity

253

Notice of Thirty First Annual General Meeting

100

Unconsolidated Statement of Cash Flows

259

Statement under section 134(3) of the Companies

101

Notes to the Unconsolidated Financial

Act, 2017

Statements

291

Directors' Report (Urdu)

153

Consolidated Financial Statements

Form of Proxy (English)

155

Audit Report on Consolidated Financial

Form of Proxy (Urdu)

Statements

Ballot Paper

159

Consolidated Statement of Financial Position

161

Consolidated Statement of Profit or Loss

Forward

Looking Statements

Statements in this report that are not historical facts are futuristic plans based on the current beliefs, estimates and expectations of management and includes risks and uncertainties coupled with variations in economic or market conditions, amendments in laws, regulations and policies.



Our Vision

To be Pakistan's leading Investment Company, which delivers both competitive financial returns, together with having a positive impact on the country's economy and its people through responsible investing.

Our Mission

Our mission is to excel in conceiving, developing and executing innovative projects across business sectors, with the aim of maximising returns for stakeholders, while playing a significant role in developing Pakistan's economy and its integration into the world markets.

Corporate Strategy

Our Corporate Strategy aims at creating value for all stakeholders by maintaining and improving our competitive position in the market.

This is achieved by continuously evaluating and acting in the best interests of our stakeholders in response to the changing market conditions, both domestically and internationally. Towards this end, we optimise our financial and human capital while seeking partnerships with other business houses having strong management teams to create and expand viable business enterprises.

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Objectives

  • Maintain Industry Leadership

  • Create new businesses to augment profitability for sustained economic growth

  • Maintain operational efficiency and to achieve synergies within our resources

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Values

AHCL is values-driven, and this principle continues to direct the business and the growth of the Arif Habib Group companies. The core values which reinforce the way we do business are:

Excellence

We constantly strive to achieve the highest possible standards in our day-to-day work and in the quality of the goods and services we provide

Integrity

We conduct our business fairly, with honesty and with transparency.

Everything we do stands the test of public scrutiny

Unity

We work cohesively with our colleagues across the group and with our customers and partners around the world, building strong relationships based on tolerance, understanding and mutual cooperation

Responsibility

We continue to be responsible, as well as sensitive to the geographies, communities and the environment in which we work, always ensuring that what comes from the people goes back to the people many times over

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Company Information

Board of Directors

Asadullah Khawaja

Chairman

Arif Habib

Chief Executive Officer

Khawaja Najam Ud Din Roomi

Independent Director

Zeba Bakhtiar

Independent Director

Nasim Beg

Non-Executive Director

Abdus Samad Habib

Non-Executive Director

Muhammad Ejaz

Non-Executive Director

Kashif Habib

Non-Executive Director

Audit Committee

Khawaja Najam Ud Din Roomi

Chairman

Kashif Habib

Member

Muhammad Ejaz

Member

Management

Arif Habib

Chief Executive Officer

Aamir Hafeez

Chief Financial Officer

Manzoor Raza

Company Secretary

Saher Mangi

Chief of Staff

Bankers

Allied Bank Limited Askari Bank Limited Bank Al Habib Limited Bank Alfalah Limited

Bank Islami Pakistan Limited Bank Makramah Limited Faysal Bank Limited

Habib Bank Limited

Habib Metropolitan Bank Limited JS Bank Limited

MCB Bank Limited

MCB Islamic Bank Limited National Bank Of Pakistan Sindh Bank Limited Soneri Bank Limited Standard Chartered Bank (Pakistan) Limited

The Bank Of Khyber The Bank Of Punjab United Bank Limited

Auditors

A. F. Ferguson & Co. Chartered Accountants

Legal Advisors

Bawaney & Partners Akhund Forbes

Registered & Corporate Office

Arif Habib Centre, 23, M.T.Khan Road Karachi-74000

Phone: (021) 32460717-9

Fax: (021) 32429653

Email: info@arifhabibcorp.com Company website: https://www.arifhabibcorp.com

Group website: https://www.arifhabib.com.pk

Registrar & Share Transfer Agent

CDC Share Registrar Services Limited

CDC House, 99-B, Block-B, S.M.C.H.S, Main

Shahrah-e-Faisal, Karachi Phone: (021) 111-111-500

Fax: (021) 34326053

URL: https://www.cdcrsl.com Email: info@cdcrsl.com

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Review Report by the Chairman on the overall Performance of the Board

During the year under review, the Board of Directors (the Board) of AHCL has performed their duties diligently in upholding the best interest of the shareholders of the Company and has managed the affairs of the Company in an effective and efficient manner.

The Board has exercised its powers and has performed its duties as stated in the Companies Act, 2017, the Code of Corporate Governance ("the Code") and the Rule Book of the Pakistan Stock Exchange ("the Rule Book") where the Company is listed.

The Board during the year ended 30th June 2025 played an effective role in managing the affairs of the Company and achieving its objectives in the following manner;

  • The Board has ensured that there is adequate representation of non-executive and independent directors on the Board and its committees as required under the Code and that members of the Board and its respective committees has adequate skill, experience and knowledge to manage the affairs of the Company;

  • The Board has formed an Audit and Human Resource and Remuneration Committee having approved respective terms of references, and has assigned adequate resources so that the committees perform their responsibilities diligently;

  • The Board has developed and put in place the rigorous mechanism for an annual evaluation of its own performance and that of its committees and individual directors. The findings of the annual evaluation are assessed and re-evaluated by the Board periodically;

  • The Board has ensured that the directors are provided with orientation courses to enable them to perform their duties in an effective manner;

  • The Board has ensured that the meetings of the Board and that of its committees were held with the requisite quorum, all the decision making were taken through Board resolution and that the minutes of all the meetings (including committees) are appropriately recorded and maintained;

  • The Board has developed a code of conduct setting forth the professional standards and corporate values adhered through the Company and has developed significant policies for smooth functioning;

  • The Board has actively participated in strategic planning process, enterprise risk management system, policy development, and financial structure, monitoring and approval;

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  • All the significant issues throughout the year were presented before the Board or its committees to strengthen and formalize the corporate decision making process and particularly all the related party transactions executed by the Company were approved by the Board on the recommendation of the Audit Committee;

  • The Board has ensured that the adequate system of internal control is in place and its regular assessment through self-assessment mechanism and /or internal audit activities;

  • The Board has prepared and approved the director's report and has ensured that the directors report is published with the quarterly and annual financial statement of the Company and the content of the directors report are in accordance with the requirement of applicable laws and regulation;

  • The Board has ensured the hiring, evaluation and compensation of the Chief Executive and other key executives including Chief Financial Officer, Company Secretary, and Head of Internal Audit;

  • The Board has ensured that adequate information is shared among its members in a timely manner and the Board members are kept abreast of developments between meetings; and

  • The Board has exercised its powers in light of the power assigned to the Board in accordance with the relevant laws and regulation applicable on the Company and the Board has always prioritized the Compliance with all the applicable laws and regulation in terms of their conduct as directors and exercising their powers and decision making.

The evaluation of the Board's performance is assessed based on those key areas where the Board requires clarity in order to provide high level oversight, including the strategic process; key business drivers and performing milestones, the global economic environment and competitive context in which the Company operates; the risk faced by the Company's business; Board dynamics; capability and information flows. Based on the aforementioned, it can reasonably be stated that the Board of AHCL has played a key role in ensuring that the Company objectives' are achieved through a joint effort with the management team and guidance and oversight by the Board and its members.

Asadullah Khawaja

Chairman

Karachi: 22nd September 2025

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Board of Directors and Key Management

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Mr. Asadullah Khawaja is the Chairman of Arif Habib Corporation Limited. He started his professional career with United Bank Limited and soon switched to investment banking with Investment Corporation of Pakistan (ICP) where he served in various executive positions before taking charge as the Managing Director.

Mr. Asadullah Khawaja

Chairman

Mr. Khawaja also held the additional charge as Chief Executive of Bankers Equity Limited (BEL) and National Investment Trust Limited (NITL). His foreign assignments include five years at Pakistan Embassy in London as Investment Counsellor.

During his professional career he has served as Chairman Packages Limited, Chairman Pakistan Industrial Credit and Investment Corporation (PICIC) and also the Executive Director of Pakistan Credit Rating Agency. Mr. Khawaja has also served on the Board of Directors of prestigious institutions of domestic and international standings and the list of companies can be termed impressive. He has also served as the Chairman of the Board of PICIC Asset Management Company.

Mr. Khawaja completed his Bachelor of Arts in 1964 from Forman Christian College, Lahore.

Subsequently, he completed several local and foreign courses on banking, securities, industries management, investment analysis and portfolio management. Moreover, he has participated in various international seminars and workshops on investment-oriented issues.

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Mr. Airf Habib

Chief Executive

Mr. Arif Habib is the Chairman of Arif Habib Group and Chief Executive of Arif Habib Corporation Limited, the holding company of Arif Habib Group. He is also the Chairman of Fatima Fertilizer Company Limited, Power Cement Limited, Aisha Steel Mills Limited, Javedan Corporation Limited (the owner of Naya Nazimabad), Sachal Energy Development (Pvt) Limited and Arif Habib Dolmen REIT Management Limited.

Mr. Arif Habib remained the elected President / Chairman of Pakistan Stock Exchange for six times in the past and was a Founding Member and Chairman of the Central Depository Company of Pakistan Limited. He has served as a Member of the Privatization Commission, Board of Investment, Tariff Reforms Commission and Securities & Exchange Ordinance Review Committee.

He has been a member of the Prime Minister's Economic Advisory Council (EAC) and the Think-Tank constituted by the Prime Minister on COVID-19 related economic issues. He has also remained a member of the Prime Minister's Task Force on attracting Foreign Direct Investment (FDI) and a member of Advisory Committee of Planning Commission.

Mr. Habib participates significantly in welfare activities. He remains one of the directors of Pakistan Centre for Philanthropy (PCP), Habib University Foundation, Karachi Education Initiative (KSBL), Arif Habib Foundation and Naya Nazimabad Foundation as well as trustee of Memon Health & Education Foundation (MMI).

Corporate Responsibilities

As Chairman

Power Cement Limited

Fatima Fertilizer Company Limited Fatimafert Limited

Sachal Energy Development (Pvt) Limited Javedan Corporation Limited

Aisha Steel Mills Limited

Arif Habib Dolmen REIT Management Limited

Arif Habib Development and Engineering Consultants (Pvt) Limited

Sapphire Bay Development Company Limited Arif Habib Foundation

Naya Nazimabad Foundation Black Gold Power Limited

Essa Textile and Commodities (Pvt) Limited

As Director

Arif Habib Equity (Pvt) Limited

Arif Habib Consultancy (Pvt) Limited Fatima Cement Limited

International Builders and Developers (Pvt) Limited NCEL Building Management Limited

Pakarab Energy Limited Pakistan Business Council

Pakistan Engineering Company Limited Pakistan Opportunities Limited Pakarab Fertilizers Limited

Naya Nazimabad IT Park Limited

As Honorary Trustee/Director

Habib University Foundation Karachi Education Initiative

Memon Health and Education Foundation Memon Educational Board

Pakistan Centre for Philanthropy Memon Education Monetery Fund

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Mr. Nasim Beg is the Chief Executive Officer of Arif Habib Consultancy (Pvt) Limited.

He qualified as a Chartered Accountant in 1970 and over the decades has had experience in manufacturing, as well as in financial services, both within and outside the country.

Mr Nasim Beg

Non-executive Director

He joined the Group in the year 2000 to conceive and set up an Asset Management Company, namely Arif Habib Investments, which became the market leader and was converted into a joint venture with MCB in 2011 to benefit from the bank's branch network. The Group's shareholding in this company was sold to MCB in 2023. He has also been associated at top-level positions with other asset management and investment advisory companies.

Mr. Beg has also held senior level responsibilities in the automobile industry. During his tenure as the Chief Executive of Allied Precision (a subsidiary of the Allied Engineering Group), he set up a green field project for the manufacture of sophisticated indigenous components for the automotive industry under transfer of technology licenses with Japanese and European manufacturers.

His initiation into the financial services business was with the Abu Dhabi Investment Company, UAE, where he was a part of the team that set up the company in 1977. He was the founding Chairman of the Institute of Financial Markets of Pakistan, which was sponsored by the Securities & Exchange Commission of Pakistan (SECP). He has served on several committees set up by the SECP for developing the Capital Markets, including the one that authored the Voluntary Pension System. He has also held the Chairmanship of the Mutual Funds Association of Pakistan. In addition, he has also been a member of the Prime Minister's Economic Advisory Council (EAC).

Corporate Responsibilities

Arif Habib Consultancy (Pvt) Limited (Chief Executive)

As Director

Aisha Steel Mills Limited Power Cement Limited

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Ms. Zeba Bakhtiar is a renowned name all over Pakistan. She belongs to the province of Baluchistan, and is the daughter of Mr. Yahya Bakhtiar, a prominent barrister and political figure in the history of Pakistan who had played a key role in framing of the 1973 Constitution of Pakistan as the attorney general, when he served in Prime Minister's cabinet.

Ms. Zeba Bakhtiar

Independent Director

Ms. Zeba Bakhtiar studied at St. Josephs Convent Quetta, Karachi Grammar School, Kinnaird College Lahore and Baluchistan University. She began her acting career in 1988 from PTV. In 1999, she established a film production company Nirvana films and in 2004 Sagar Entertainment for television production. In 2012 she was selected in the Eisenhower Fellowship South Asia program to study possibilities of using media for social change and development. In 2017, she made a career shift to her paternal family's business of real estate development in Quetta and began her first real estate development project "Bakhtiar Mall" in the heart of Quetta city.

She is honorary President for Diya women's football club (Pioneers of women's football in Pakistan) and supports women's empowerment and career development at every opportunity. She served as President of Quetta Women's Chamber of Commerce 2020-21.

In 2021 Zeba partnered with "BETI" a social impact organization to increase outreach and service to women in the areas of empowerment and inclusion.

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Khawaja Najam Ud Din Roomi currently serves as the CEO of Masood Roomi.

Mr. Roomi is a distinguished alumnus of several prestigious institutions. He earned his MBA from the renowned Saïd Business School at the University of Oxford and a Bachelor of Arts degree in Economics with a minor in Global Studies from the University of California.

Khawaja Najam Ud Din Roomi

Independent Director

Since assuming the role of CEO at Masood Roomi, he has demonstrated exceptional acumen in managing the day-to-day operations, finances, marketing, and strategy of Roomi Fabrics Ltd, Masood Fabrics Ltd, Roomi Holdings, and Masood Holdings, within one of Pakistan's largest diversified textile groups.

In addition to his extensive experience in managing large-scale operations, Mr. Roomi has pioneered efforts in establishing a groundbreaking joint venture with Metro AG of Germany, navigating international business landscapes, and positioning the company for sustained growth and innovation. Furthermore, he has been pivotal in strategic investment decisions, demonstrating a keen eye for opportunities in both public and private markets across Pakistan, as well as in the rapidly expanding real estate sector of the country. He is also responsible for the establishment of 17 MW solar power projects to partly fulfill Masood-Roomi's energy demands through renewable energy, making Masood-Roomi one of the largest producers of renewable energy for private use.

Mr. Roomi is a founding member of the Jalaluddin Roomi Foundation, a charitable organization committed to uplifting marginalized communities. His initiatives have ensured access to safe drinking water and education for those in need. Beyond his professional and philanthropic endeavors, Khawaja's diverse interests in philosophy and current affairs highlight his well-rounded perspective. His proficiency in multiple languages and IT skills further enhance his contributions.

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Muhammad Ejaz is the founding Chief Executive of Arif Habib Dolmen REIT Management Limited, Pakistan's pioneering REIT Management company. He has been associated with Arif Habib Group since 2008 and sits on the board of several group companies. He has spear headed several group projects when these were at a critical stage during their execution.

Mr. Muhammad Ejaz

Non-Executive Director

Prior to joining Arif Habib Group, Ejaz has served at senior positions with both local and international banks. He was the Treasurer of Emirates NBD bank in Pakistan and served Faysal Bank Pakistan as Regional Head of Corporate Banking group. He also served Saudi-Pak Bank as Head of Corporate and Investment Banking. He also had short stints at Engro Chemical and American Express bank.

Ejaz did his graduation in Computer Science from FAST, ICS and did MBA (Banking and Finance) from IBA, Karachi where he has also served as a visiting faculty member. He has also conducted programs at NIBAF-SBP and IBP. He is a Certified Director and also a Certified Financial Risk Manager.

He actively participates in the group's CSR initiatives especially those which render services in the fields of health and education with emphasis on female literacy.

Corporate Responsibilities

Arif Habib Dolmen REIT Management Limited (Chief Executive)

As Director

Javedan Corporation Limited

Arif Habib Development and Engineering Consultants (Pvt) Limited Sachal Energy Development (Pvt) Limited

Sapphire Bay Development Company Limited

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Starting his career at Arif Habib Corporation Limited, Mr. Abdus Samad Habib developed his experience in sales, marketing and corporate activities working his way up through various executive positions.

In 2004, Mr. Abdus Samad Habib joined Arif Habib Limited leading the company as its Chairman and Chief Executive.

Mr. Abdus Samad Habib

Non-executive Director

He played a key role in shaping the strategic direction of the company where he specialized in capital market operations and corporate finance. Several noteworthy Initial Public Offerings (IPOs) and successful private placements took place under his stewardship, showcasing his exceptional financial acumen and deep market insight.

Mr. Abdus Samad Habib transitioned to Javedan Corporation Limited, in 2011, as the driving force behind the transformation of a dilapidated cement plant to a vibrant living community, Naya Nazimabad. Mr. Abdus Samad Habib has been pivotal to advancing positive societal change, providing the city's middle class an elevated standard of living. His dedication, passion for social betterment and optimism are set to further transform the area with the largest commercial precinct development in the city presently under planning.

In 2019, Mr. Abdus Samad Habib took on the role of CEO at Safemix Concrete. Guided by his strategic acumen, Safemix Concrete has undergone a remarkable transformation from a lossmaking entity to a profitable enterprise.

Corporate Responsibilities

Javedan Corporation Limited (as Chief Executive) Safemix Concrete Limited (as Chief Executive)

As Chairman

NN Maintenance Company (Pvt) Limited

As Director

Aisha Steel Mills Limited

Arif Habib Dolmen REIT Management Limited Arif Habib Equity (Pvt) Limited

Arif Habib Foundation

Arif Habib Development and Engineering Consultants (Pvt) Limited

Black Gold Power Limited

Nooriabad Spinning Mills (Pvt) Limited Memon Health and Education Foundation Pakistan Opportunities Limited

Power Cement Limited

Rotocast Engineering Company (Pvt) Limited Sapphire Bay Development Company Limited Sukh Chayn Gardens (Pvt) Ltd

Pakarab Fertilizers Limited

Sachal Energy Development (Pvt) Limited Naya Nazimabad IT Park Limited

Essa Textile and Commodities (Pvt) Limited

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Mr. Kashif Habib is the Chief Executive of Power Cement Limited. As a member of the Institute of Chartered Accountants of Pakistan (ICAP) he completed his articleship from A.F. Ferguson & Co. (a member firm of Price Waterhouse Coopers) gaining invaluable insight across sectors, catering to clients across the Financial, Manufacturing, and Services industries.

Mr. Kashif Habib, FCA

Non-Executive Director

He began his career at Arif Habib Corporation Limited, gaining valuable experience, and has since served for over a decade as an Executive Director in the Group's cement and fertilizer companies.

This exposure not only enriched his understanding of diverse corporate dynamics but also enabled him to refine his strategic decision-making capabilities.

Kashif is deeply committed to enhancing the country's energy landscape. He remains engaged with experts to establish renewable energy as a viable and readily available solution, benefiting not only industries but also the public at large.

Corporate Responsibilities

Power Cement Limited (Chief Executive)

As Director

Aisha Steel Mills Limited

Fatima Fertilizer Company Limited Javedan Corporation Limited

Arif Habib Equity (Pvt) Limited Arif Habib Foundation

Arif Habib Development and Engineering Consultants (Pvt) Limited Black Gold Power Limited

Essa Textile And Commodities (Pvt) Limited Fatimafert Limited

Fatima Cement Limited Fatima Packaging Limited

Nooriabad Spinning Mills (Pvt) Limited Pakistan Opportunities Limited

Rotocast Engineering Company (Pvt) Limited Safemix Concrete Limited

Sachal Energy Development (Pvt) Limited BioMasdar Pakistan Limited

All Pakistan Cement Manufacturers Association Siddiqsons Energy Limited

Pakarab Fertilizers Limited

Prime AGTech Solutions (Pvt) Limited Naya Nazimabad IT Park Limited

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Mr. Aamir Hafeez is a Chartered Accountant (ACA) from the Institute of Chartered Accountants of Pakistan (ICAP) with extensive experience in finance, accounting, taxation, auditing, and regulatory compliance.

Mr. Aamir Hafeez

Chief Financial Officer

He began his professional career with A.F. Ferguson & Co. (a member firm of PwC), where he gained valuable exposure in assurance, business advisory, and taxation across multiple industries.

Before joining Arif Habib Corporation Limited as Chief Financial Officer in July 2025, Mr. Aamir Hafeez held senior finance leadership roles at Arif Habib Dolmen REIT Management Limited and Pace (Pakistan) Limited. At Arif Habib Dolmen REIT Management Limited, Pakistan's pioneering REIT Management Company, he was responsible for managing the finance and compliance functions of multiple REIT schemes. His role included financial reporting, budgeting, treasury management, stakeholder engagement, and regulatory compliance, along with contributing to the launch of new REIT schemes and arranging financing.

Mr. Aamir Hafeez brings strong expertise in financial planning, corporate governance, and investment management, enabling him to contribute significantly towards the growth and value creation objectives of Arif Habib Corporation Limited.

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Mr. Manzoor Raza has served as the Company Secretary of Arif Habib Corporation Limited since 2015. With nearly two decades of extensive experience in corporate law, compliance, and secretarial functions, he plays a vital role in ensuring that the organization adheres to the highest standards of governance.

Mr. Manzoor Raza

Company Secretary

His responsibilities span corporate affairs, regulatory compliance, and the oversight of legal and secretarial matters for listed, public unlisted, and private entities within the group.

Mr. Raza is a member of the Institute of Chartered Secretaries and Managers and has been associated with the Arif Habib Group since 2003. Before assuming his current role, he was a Senior Manager of Corporate Compliance & Taxation at Arif Habib Corporation and worked at Arif Habib Investments Limited, where he rose to the position of Assistant Vice President in Finance. His well-rounded background also includes significant experience in finance, treasury, and taxation.

In addition to his role at Arif Habib Corporation, Mr. Raza also serves as Company Secretary for Aisha Steel Mills Limited and previously held the same position at Arif Habib Dolmen REIT Management Limited. He has previously served as a director of Arif Habib Limited.

He has been instrumental in driving various complex corporate initiatives, including mergers, demergers, capital reductions, and share buy-back processes. His leadership has been pivotal in shaping the legal and governance frameworks within the group, and he has made significant contributions to the development of policies and manuals in accordance with corporate laws.

With an impressive track record of managing regulatory relationships, conducting board meetings, and ensuring compliance with statutory requirements, Mr. Raza's expertise ensures that Arif Habib Corporation Limited continues to operate with transparency and efficiency. His commitment to good governance and collaboration with the board and executive management has fostered a culture of accountability and strong stakeholder engagement within the organization.

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With over 15 years of extensive experience in the multi-sectoral conglomerate industry, Saher is a dynamic and

results-driven professional. Demonstrating exceptional leadership skills and a collaborative approach, she currently serves as the Chief of Staff and oversees Corporate Communication.

Saher Mangi

Chief of Staff

As a strategic advisor to C-suite executives, Saher plays a pivotal role in guiding high-level decision-making processes, leveraging deep industry insights to offer strategic counsel on business development, market positioning, and organizational growth.

Her expertise extends to cultivating robust PR and Media Relations strategies, fostering positive relationships with stakeholders, and enhancing the conglomerate's visibility in the market. Saher excels in crisis communications and proactive efforts to maintain a positive public image.

Moreover, she is actively involved in leading marketing activities, developing comprehensive strategies, and overseeing creative executions. In addition to marketing and communication responsibilities, Saher leads partner affiliations.

Corporate Responsibilities As Director

Pakistan Engineering Company (Pvt.) Limited

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Directors' Report

Dear Fellow Shareholders,

The Board of Directors is pleased to present the Annual Report of Arif Habib Corporation Limited (AHCL) along with the audited financial statements and the auditors' report for the financial year ended30th June2025.

Principal Activities

Arif Habib Corporation Limited (AHCL) is the holding company of the Arif Habib Group, with investments in a diversified portfolio spanning fertilizers, financial services, energy, cement, steel, real estate, and listed securities.

The Economy

Pakistan's economy in FY25 consolidated steadily, supported by IMF-backed reforms, a stronger external sector, and a gradual recovery in activity. Real GDP expanded by 2.68%, driven by services and industry, while remittances climbed to USD 38.3 billion, enabling the country to post its first external surplus since FY11. Foreign exchange reserves rose

54.5% to USD 14.5 billion, the PKR appreciated by 1.4%, and technology exports advanced 18% YoY. Inflation fell sharply to 4.5%, allowing interest rates to ease from 20.5% to 11%, setting the foundation for a more sustainable growth path.

Financial Results

For the financial year 2024-25, AHCL reported a consolidated profit-after-tax attributable to equity holders of the Parent Company of PKR 10,389 million, compared to PKR 7,820 million in the previous year. This translates to earnings of PKR 2.46 per share, compared to PKR 1.85 per share (restated) last year.

On an unconsolidated basis, AHCL posted a profit-after-tax of PKR 23,775 million, equating to earnings of PKR 5.64 per share, a notable improvement compared to the profit-after-tax of PKR 9,431 million (or PKR 2.24 per share (restated)) recorded last year. The enhanced profitability is primarily driven by dividends and realized and unrealized gains on investments.

The Board has recommended declaration of a final Cash Dividend for the year ended 30th June 2025 at 100% of the face value of Re.1/- per share i.e. Re.1. This entitlement shall be available to those shareholders whose names appear on the shareholders' register at the close of business on 16th October 2025.

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CAPITAL RESTRUCTURING

The following material changes occurred in the Company's share capital during the year under review:

  • Allotment of Shares Pursuant to Scheme of Arrangement

    As part of a Scheme of Arrangement sanctioned by the Honourable High Court of Sindh on 21st October 2024, the Company allotted 13,321,747 ordinary shares to eligible shareholders of Arif Habib Limited on 31st October 2024. Consequently, the number of issued ordinary shares increased from 408,375,000 to 421,696,747.

  • Share Subdivision

To enhance liquidity and broaden investor participation, the shareholders approved a share subdivision on 19th March 2025. The face value of each ordinary share was reduced from PKR 10 to PKR 1, resulting in an increase in the number of issued shares to 4,216,967,470, without affecting the Company's total paid-up capital or shareholders' rights.

In line with IAS 33 - Earnings Per Share, EPS for all periods presented has been retrospectively adjusted to reflect the effect of the share subdivision as if it had occurred at the beginning of the earliest period presented.

PERFORMANCE OF INVESTEE COMPANIES

A brief review of our investee companies is as follows:

FERTILISERS

Fatima Fertilizer Company Limited (FATIMA), an associate of the Company, delivered strong operational and financial results for the year ended 30th June 2025. FATIMA posted an after-tax profit of PKR 39,746 million, compared to PKR 31,358 million in the previous year. Despite a contraction in the local fertilizer market due to stressed farmer economics, the company strengthened its market share. This performance was supported by improved plant efficiencies, uninterrupted operations with all plants exceeding their production targets, and energy conservation initiatives. AHCL received dividends of PKR 2,288 million from FATIMA during the year.

FINANCIAL SERVICES

Supported by IMF-backed reforms and improved investor sentiment FY25 marked a year of consolidation for Pakistan's economy, with the KSE-100 index closing at a record 125,627 points. Arif

Habib Limited (AHL), AHCL's corporate brokerage house, delivered strong results, with profit after tax rising 60% year-on-year to PKR 979 million and operating revenues growing 37% to PKR 1,537 million. Earnings per share stood at PKR 14.99, and the Board approved a 100% cash dividend amounting to PKR 653 million.

AHCL earned a dividend of PKR 250 million from AHL during the year.

WIND POWER

Sachal Energy Development (Pvt) Limited (SEDPL), AHCL's wind power project, sustained its strong operational performance during FY25, maintaining a plant availability factor of over 99% since COD and continuing to supply clean energy to the national grid. SEDPL posted an after-tax profit of PKR 3,527 million, down from PKR 3,708 million in the previous year.

AHCL earned a dividend of PKR 1,373 million from SEDPL during the year.

REAL ESTATE

Javedan Corporation Limited (JCL) sustained strong momentum at Naya Nazimabad during the year. Upholding the Arif Habib Group's commitment to transparency and documentation, projects continued to progress through REIT structures with construction on schedule. Key milestones included the launch of the Business Enclave, handover of commercial shops in Rahat Residency Phase II, and steady advancement of apartment developments, reinforcing Naya Nazimabad's position as Karachi's leading master-planned community. JCL posted a profit after tax of PKR 1,636 million, translating into earnings per share of PKR 4.30.

AHCL has earned PKR 602 million in dividends from its real estate investments.

STEEL

Aisha Steel Mills Limited (ASML) closed the year with sales of 148,942 tonnes (including 25,456 tonnes exports) and production of 162,599 tonnes. Revenue stood at PKR 33,752 million, while margins came under pressure from volatile HRC prices and low-cost imports, leading to a net loss of PKR 1,352 million.

Despite these challenges, overall demand for CRC and GI improved, and the Board has advised management to focus on enhancing market share and capitalizing on opportunities to strengthen ASML's competitive position.

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Annual Report 2025

CEMENT AND CONSTRUCTION ALLIED

Power Cement Limited delivered a strong turnaround in FY25, posting a net profit of PKR 815 million against a loss of PKR 2,703 million last year. Gross profit rose by 24% to PKR 8,399 million, supported by higher selling prices, efficiency gains, and greater use of alternative fuels. Finance costs declined substantially on the back of lower policy rates, disciplined working capital management, and debt repayments. These measures strengthened margins and restored profitability, placing Power Cement on a solid path for sustained growth.

Safe Mix Concrete Limited performed steadily, reporting a profit after tax of PKR 103 million.

FUTURE OUTLOOK

FY26 is expected to build on recent momentum, with real GDP growth projected at 3.3-3.5% driven by an incremental saving in agriculture and steady gains in services and industry. Inflation is anticipated to remain contained at 5-7%, while the current account deficit is likely to stay manageable despite recovering imports. Stability in the PKR, supported by IMF programs and access to international financing, along with for further rate cuts during the current year, strengthen the outlook for sustained growth.

However, the Climate Change driven recent devastating rains, as well as the glacier-melt caused floods in the provinces of Khyber Pakhtunkhwa and Punjab have caused damage to infrastructure, crops, and private property. The extent of losses is still being assessed, though initial reports suggest they are marginal. Nevertheless, the Government is actively engaged with the international community to take effective and urgent measures to mitigate the global warming and prevent the adverse impact which our region is likely to suffer, despite it being no fault of countries in the region.

Investee companies are well-positioned for the current year, supported by continued growth in fertilizers and brokerage, resilience in real estate and power, and improving prospects in cement and steel. With a strategic focus on efficiency, growth, and value creation, the Company is confident of delivering consistent and sustainable improved performance going forward.

RISK MANAGEMENT

A comprehensive risk management system, devised by the Board, is in place to integrate organizational and procedural controls that identify, assess, and manage risks that could impact the Company's

going-concern status. This framework promotes a balanced approach to risk-taking across all levels, ensuring that opportunities and risks are recognized at an early stage, measured effectively, and addressed through suitable instruments and controls.

As an investment-focused company, AHCL has evolved its risk management practices in line with its investment strategy. An annual review of business risks is conducted to ensure robust systems of risk identification, monitoring, and internal control are in place to safeguard the Company's assets, resources, reputation, and shareholder interests. Since inception, the Company has followed a disciplined policy of diversification across sectors and companies, underpinned by fundamental analysis and value investing principles. Risks are managed by applying prudence in security selection, avoiding concentration risk, ensuring adequate collateral and cash flow potential, and evaluating counterparty capacity. The Company has also contributed to strengthening capital market infrastructure through the active role of its representatives.

For strategic investments, risk management processes are tailored to the nature of each project. Decisions are taken after comprehensive analysis of risks and opportunities, with focus areas including strong governance, clear policies and procedures, continuous monitoring, robust management information systems, and effective internal controls. Management undertakes systematic reviews of risk and compliance, covering financial reporting, CSR, integrity, code of conduct, and regulatory requirements. Operational risks are mitigated through detailed pre-investment assessments, active representation on investee boards by experienced professionals, application of budgetary and internal controls, and continuous performance reviews, with divestment pursued where necessary. Oversight is further strengthened through the Board's Investment Committee, which vets and monitors all strategic investments with support from timely management reporting. Detailed qualitative and quantitative disclosures on risk management are presented in Note # 38 to the financial statements.

As an investment holding company, AHCL also promotes responsible business practices across its investee companies. While not directly engaged in manufacturing, we actively encourage our portfolio companies to integrate environmental, social, and governance (ESG) principles into their operations, including climate risk mitigation, community engagement, and sustainable practices. We further advocate for diversity, equity, and inclusion (DE&I), promoting policies that enhance gender equality and foster greater female participation in leadership roles.

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