Baba Farid Sugar Mills LimitedPSX: BAFS

Transmission of Annual Report for the Year Ended 30th Sep. 2025

· Issued by Baba Farid Sugar Mills Limited

BABA FARID

SUG AR MILLS LIMITED

ANNUAL REPORT 2025

Strong Today Stronger Tomorrow



TABLE OF CONTENTS

Company Information 02

Vision Statement, Mission Statement 03

Corporate Strategy, Core Values 04

Notice of Annual General Meeting 05

Statement of Material Facts 11

Notice of Annual General Meeting (Urdu) 15

Chairman's Review 24

Director's Report 26

Director's Report Urdu 31

6 Years Operating Results 36

Pattern of Holding of Shares 37

Categories of Share Holders 38

Statement of Compliance Code of Corporate Governance 41

Independent Auditor's Review Report to the Members 44

Independent Auditor's Report to the Members 45

Statement of Financial Position 50

Statement of Profit or Loss 51

Statement of Comprehensive Income 52

Statement of Cash Flows 53

Statement of Changes in Equity 54

Notes to the Financial Statements 55

Proxy Form



1



ANNUAL REPORT 2025

COMPANY INFORMATION

BOARD OF DIRECTORS

Mrs. Qaiser Shamim Khan Chairperson Mr. Muhammad Shamim Khan Chief Executive Mr. Adnan Ahmed Khan Director

Mr. Nauman Ahmed Khan Director

Mrs. Sarah Hajra Khan Director

Mrs. Farah Khan Director

Mr. Farid ud Din Ahmed Independent Director

Mr. Anwar Ahmed khan Independent Director Mr. Malik Manzoor Hussain Humayoon Independent Director

CHIEF FINANCIAL OFFICER

Mr. Wasif Mahmood

COMPANY SECRETARY

Mr. Muhammad Imran

AUDITORS

M/s BDO Ebrahim & Co. Chartered Accountants

Office No. 4, 6th Floor, Askari Corporate Tower, 75/76 D-1, Main Boulevard, Gulberg-III, Lahore

Tel: 042-35875709-10

Fax: 042-35717351

Email: info@bdo.com.pk

MILLS

5 K.M. Faisalabad Road, Okara Tel: 044-2714418-21

Fax: 044-2522978

BANKERS

Habib Bank Limited The Bank of Punjab Bank Al-Habib Limited MCB Bank Limited

MCB Islamic Bank Limited Meezan Bank Limited Bank Alfalah Limited Soneri Bank Limited

Allied Bank Limited Askari Bank Limited

National Bank of Pakistan - Aitemad

Bank Islami Pakistan Limited

HUMAN RESOURCES & REMUNERATION COMMITTEE

Mr. Farid-ud-Din Ahmad Chairman

Mr. Adnan Ahmed Khan Member Mr. Malik Manzoor Hussain Humayoon Member

AUDIT COMMITTEE

Mr. Farid-ud-Din Ahmad Chairman

Mrs. Sarah Hajra Khan Member Mr. Malik Manzoor Hussain Humayoon Member

NOMINATION COMMITTEE

Mr. Malik Manzoor Hussain Humayoon Chairman Mr. Farid-ud-Din Ahmad Member

RISK MANAGEMENT COMMITTEE

Mr. Malik Manzoor Hussain Humayoon Chairman Mr. Farid-ud-Din Ahmad Member

SHARE REGISTRAR

M/s Corplink (Pvt) Limited

Share Registrar, Wings Arcade,

1-K Commercial Model Town, Lahore. Tel: 042-35916714,

Fax: 042-35869037

Email: corplink786@gmail.com

REGISTERED OFFICE

2-D-1, Gulberg III, Lahore Tel: 042-35771066-71

Fax: 042-35756687

Email: info@bfsml.com Website: https://www.bfsml.com

LEGAL ADVISOR

M/s Ahmed & Pansota Advocate and Legal Consutants 20 - Sir Gangaram Mansions The Mall Lahore

Tel: 042-37313549, 37313520

Tel: 042-36672102

2



VISION & MISSION

STATEMENTS

We shall build on our core competencies and achieve excellence in performance to become a leading producer of best quality sugar. In doing so we aim to meet or accede the expectations of all our stakeholders.

Our goal is not only to attain technological advancements in the field of sugar but also to inculcate the most efficient, ethical and time tested business practices in our management.

Furthermore, we shall strive to innovate the ways for the improvement and increase in per acre yield of sugarcane and introduce improved varieties of sugarcane having better yield characters, high sucrose contents, disease and drought resistant and better ratooning crop in the region. We shall introduce the mechanized sugarcane cultivation mehtod to the growers and to educate regarding latest developments of agriculture technology and free consultancy of professionals.



OUR VISION

OUR MISSION

We aim to be a leading producer and supplier of quality sugar by adopting the most technological advancement. We intend to play a pivotal role in the economic development of Pakistan.

3



ANNUAL REPORT 2025

CORPORATE STRATEGY

Our corporate strategy and objectives for the future are to find new and improved means of cost reduction, fuel economy and to acquire advanced manufacturing capabilities to support our product development efforts and product line expansion and stand ready to leverage our debt and be responsive to the changing economic scenario. We believe in harnessing the inherent strengths of available human resource and materials to the utmost and a commitment for building a solid foundation poised for sustainable growth for the long-term benefit of our shareholders and employees.

CORE VALUES

Strive for excellence and build on our core competencies.

Keep up with technological advancements in our biological control laboratory and extend the Research & Development Programme to control sugarcane crop diseases.

Inculcate efficient, ethical and time tested

business practices in our management. Work as a team and support each other.

Put the interest of the company before that of the individuals.

4



NOTICE OF ANNUAL GENERAL MEETING


BABA FARID

SUG AR MILLS LIMITED

Scan this QR Code with your smart mobile phone or Visit below Weblink for BFSML Annual Report 2025



https://bfsml.com/wp-content/uploads/2025/12/Notice-to-Shareholders-in-the-47th-AGM-of-BFSML.pdf

NOTICE OF ANNUAL GENERAL MEETING

Notice is hereby given that 47th Annual General Meeting of the Shareholders of the Baba Farid Sugar Mills Limited will be held on Monday, January 26, 2026 at 15:00 Hours at Registered Office, 2-D-1, Gulberg III, Lahore and via video link/Zoom application, to transact following businesses:

ORDINARY BUSINESS:

  1. To Confirm minutes of the 46th Annual General Meeting of the Baba Farid Sugar Mills Limited held on 28-01-2025 as

    submitted to PSX.

  2. To receive, consider and adopt Annual Audited Financial Statements of the Company for the year ended 30th September 2025 together with Auditor's and Board of Directors' reports thereon.

  3. To approve and declare final Cash Dividend for the year ended 30th September 2025 @ of Rs. 02.00 per share i.e. 20% (as recommended by the Board of Directors on 24th December 2025).

  4. To appoint Auditors of the Company for the next financial year 30th September, 2025-26 and to fix their remuneration. Present Auditors M/s. BDO Ebrahim & Co. Chartered Accountants, retired and being eligible, offer themselves for reappointment as Auditors of the Company.

    SPECIAL BUSINESS:

  5. To consider and approve the transactions carried out with related parties in normal course of business and if appropriate to pass the following resolutions as special resolutions with or without modification.

    1. "RESOLVED that transactions carried out by the Company in the normal course of business with related parties for the

      period ended September 30, 2025 be and are hereby ratified, approved and confirmed"

      Names (s)

      Nature of Transactions

      Amount (PKR)

      Naubahar Bottling Company (Pvt.) Limited

      Sale of Sugar

      1,743,399,967

      Paid/received/adjustment (net)

      1,743,399,967

      The Thal Industries Corporation Limited

      Purchases- Bio Fertilizer

      6,000,000

      Purchase- Trichograma

      870,000

      Purchase- Store items

      2,360,000

      Paid/ received/adjustment (net)

      9,230,000

      Almoiz Industries Limited

      Sale of scrap

      15,468,000

      Sale of store items

      1,974,170

      Sale of Bagasse

      46,497,768

      Paid/received/adjustment (net)

      59,762,938

      Purchase - steel items

      4,178,500

    2. "FURTHER RESOLVED that the Chief Executive Officer of the Company or his nominee be and is hereby authorized to approve all the transactions to be carried out in the normal course of business with related parties till the next Annual General Meeting of the Company and in this connection the Chief Executive Officer of the Company or his nominee be and is hereby authorized to take any and all necessary actions and sign/execute any and all such documents/ indentures as may be required in this regards on behalf of the Company"

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



BY ORDER OF THE BOARD

Lahore: MUHAMMAD IMRAN

December 24th, 2025 Company Secretary

NOTES:

  1. Closure of Shares Transfer Books:

    Share Transfer Books of the Company will remain closed from 19-01-2026 to 26-01-2026 (both days inclusive). No transfer of shares will be accepted for registration during the closed period. However, transfer received at the office of the Company's Share Registrar Office at M/s. Corplink (Pvt.) Limited, Wings Arcade, 1-K, Commercial Model Town, Lahore, Telephone No. 042-35916719, Email address: corplink786@gmail. com by the close of business hours (05:00 PM) on 18th January, 2026 will be considered in time to be eligible for the purpose of attending and voting at 47th AGM of the Company.

  2. Appointment of Proxy:

    A member entitled to attend and vote at the AGM is entitled to appoint another member as proxy to attend and vote instead of him/her. The instrument appointing a proxy must be received at the Registered Office of the Company not less than 48 hours before the time fixed for AGM.

  3. Online Arrangements for AGM

    Online Arrangements for AGM: The Company has made both physical and online arrangements while also ensuring compliance with quorum and other legal / regulatory requirements of general meetings. Shareholders of the Company are encouraged to participate in AGM electronically through video link / Zoom Application and further encouraged to consolidate their attendance through proxies.

    1. Online Participation in AGM vis Zoom application:

      The shareholders may login and participate in the proceedings of AGM through their own smart phones/computers from their own convenient locations after completing all formalities as required for verification and identification of shareholders to attend the AGM electronically, the Login facility will be opened about half hour before start of AGM.

    2. The shareholders of BFSML, who wish to attend the AGM electronically through video link, are requested to register their following particulars by sending an e-mail at info@bfsml.com by or before the close of business hours (05:00 p.m) on 25-01-2026.

      Folio /CDC account No.

      No. of Shares held

      Name of Shareholder

      Father's/ Husband's Name

      CNIC

      No.

      Cell Phone No. with WhatsApp

      Active email address

      The video link and/or login credentials will be shared with the shareholders whose e-mail, containing all the requested particulars, are received at the given e-mail address by or before the date/time specified above. For any query regarding procedure/requirements of online participation in AGM, the members may please contact on the above cited e-mail address or at +92 42 35771066-71 during business hours.

    3. Online Submission of Comments / Suggestions:

      The shareholders are also encouraged to send their comments / suggestions in writing, related to the proposed agenda items of the AGM by sending an email at info@bfsml.com by the close of business hours (5:00 p.m.) on 25-01-2026.

  4. Verification and Identification of Participants at AGM:

    Each online participant shall authenticate his/her identity at AGM by enabling clear camera of his/her

    computer device / mobile etc. for verification and identification purposes.

    1. For Attending the Meeting (i) In case of Individuals, the account holder and/or sub-account holder whose registration details are uploaded as per the CDC Regulations, shall authenticate his/her identity by submitting online scan/photo of his/her original CNIC/Passport along with Participant ID & Account number at the time of login to the video link/Zoom application for attending online AGM. (ii) In case of corporate entity, scan/photo of the Board's resolution / power of attorney with specimen signature of the nominee shall be submitted online (unless it has been provided earlier) at the time of login to the video link/Zoom application for attending online AGM.

    2. For Appointing Proxies (i) In case of individuals, the account holder and/or sub-account holder, whose registration details are uploaded as per the CDC Regulations, shall submit scan/photo of the proxy form as per above requirements. (ii) The proxy form shall be (i) duly stamped with adhesive revenue tickets of PKR 50/- and (ii) witnessed by two persons, whose names, addresses and CNIC numbers shall be mentioned on the proxy form. (iii) Attested copies of CNIC or the Passport of beneficial owners and of the proxy shall be furnished with the proxy form. (iv) The proxy shall submit scan/photo of his original CNIC or Passport at the time of login to the video link/Zoom application for attending online AGM. (v) In case of corporate entity, scan/photo of the Board's resolution / power of attorney with specimen signature thereon shall be submitted online (unless it has been provided earlier) along with proxy form to the Company at the time of login to the video link/Zoom application for attending online AGM.

  5. Correspondence by Shareholders:

    The shareholders must identify themselves by quoting their respective Folio/ CDS Account numbers in all correspondence with the Company and/or with Share Registrar of the Company for any purpose including but not limited to the Online Participation in AGM, Comments & Suggestions on proposed agenda items in AGM / Transfers & Transmissions of shares, and Changes/Updates in CNIC/NICOP/Passport # IBAN/ Correspondence Address / Email Address / Mobile Phone # etc.

  6. Video Conferencing Facility:

    If the Company receives consent from members holding aggregate 10% or more shareholding, residing in geographical location to participate in the meeting through video conference at least 7 days prior to the date of AGM, the Company will arrange video conference facility in that city subject to availability of such facility in that city.

    In this regard, please fill the following and submit to registered address of the company at least 7 days prior

    to the date of AGM..

    "I/We, of , being a member of the Baba Farid Sugar Mills Limited, holder of ordinary share(s) as per Registered Folio/CDC Account/Sub Account No. hereby opt for video conference facility at .

  7. Placement of Notice & Proxy Forms and Financial Statements on the Company's Website:

    The Company has placed the Notice of AGM along with Form of Proxy in English & Urdu languages and the Audited Financial Statements for last completed financial year ended September 30, 2025 along with Auditor's and Directors' Reports thereon on the Company's website: https://www.bfsml.com and at PUCARS website of PSX.

  8. Transmission of Audited Financial Statements & Notices of General Meetings;

    Audited financial statements of the Company are being sent to shareholders through printing of QR Enabled

    Code and Weblink on the printed notice of AGM which is being sent/dispatched to all shareholders through

    post/courier. Soft copies of any or all the documents and information of the Company including audited financial statements and notices of general meeting are also being sent electronically through emails to shareholders whose email addresses are available with the Company, however, the Company shall provide hard copies of Audited Financial Statements and notices of general meetings to its shareholders, on their written request, free of cost, within seven days of receipt of such request.

  9. Voting on Special Businesses:

    In accordance with the Companies (Postal Ballot) Regulations, 2018, as amended, entitled shareholders of the Company are being allowed to exercise their right to Vote through Electronic Voting and Voting by Post on Special Businesses of the notice of AGM, in the manner and subject to the conditions contained in the aforesaid regulations;

    1. Procedure for Electronic Voting:

      M/s. Corplink (Pvt) Limited/Share Registrar of the Company/E-Voting Service Provider for the Company) has been appointed as e-voting Service Provider of the Company for Special Businesses to be conducted in AGM; (i) Details of electronic voting (including website address, Login and Password) shall be provided to entitled shareholders of the Company through their email addresses as available with the Company, whereas security codes will be communicated to the shareholders through SMS on their mobile phone numbers as available with the Company from the web portal of Corplink; (ii) Identities of shareholders shall be authenticated through electronic signatures/authentication for login; (iii) E-voting lines will open at 9:00 hours on January 22, 2026 and close at 17:00 hours on January 25, 2026. No subsequent change will be allowed once the vote is cast during this period.

    2. Procedure for Voting by Post:

      Shareholders may complete and sign the Ballot Paper and send the same along with the copy of valid and legible copy of Computerized National Identity Card (CNIC) either through scan & email or via courier/post to the address as mentioned on the Ballot Paper till January 25, 2026. The signature on the ballot paper must match with signature on CNIC.

  10. Mandatory Conversion of Physical Share Certificates into Book Entry Form:

    As per Section 72 of the Companies Act, 2017 all existing companies are required to convert their physical shares into book-entry form within a period not exceeding four years from the date of commencement of the Companies Act. 2017. The Securities Exchange Commission of Pakistan (SECP) through its circular No. CSD/ED/Misc. /2016-639-640 dated March 26, 2021, has advised the listed companies to pursue their such members who still hold shares in physical form to convert their shares into book-entry form.

    We hereby requested all such members of BFSML who are holding shares in physical form to convert their shares into book-entry form at the earliest. They are also suggested to contact the Central Depository Company of Pakistan Limited or any active member/stockbroker of the Pakistan Stock Exchange to open an account in the CDC to facilitate the conversion of physical shares into book-entry form.

    Shareholders may contact Share Registrar of the Company (M/s. Corplink (Pvt.) Limited) to understand the process of conversion of physical shares into the book entry form and benefits of holding book entry shares.

  11. Payment of Dividend Electronically

    As per Section 242 of the Companies Act, 2017, any dividend payable in cash shall only be paid through electronic mode directly into the bank account designated by the entitled shareholders. Further, rule 3 of the Companies (Distribution of Dividends) Regulations, 2017 provides that the company should make

    payment of cash dividend within a period of ten (10) working days from the date of its declaration. Therefore, the registered shareholders of the Company are requested to provide bank account details to our Share Registrar M/s. Corplink (Pvt.) Limited, in order to credit their cash dividends directly to their international bank account number (IBAN), if declared.

  12. Deduction of Withholding Tax on the amount of dividend:

    Pursuant to Circular No.19/2014 dated October 24, 2014, SECP has directed all companies to inform shareholders about changes made in the section 150 of the Income Tax Ordinance 2001 from dividend payment have been revised as: for filers of Income Tax return 15.00% and Non-filers of Income Tax return 30.00% respectively. You are therefore advised to check and ensure your Filer status from Active Tax Payer List (ATL) available to FBR, website https://www.fbr.gov.pk as well as ensure that your CNIC/ Passport number has been recorded by your Participant/ Investor Account Services (in case your shareholding is in book entry form) or by Company's Share Registrar M/s. Corplink (Pvt.) Ltd. (in case of physical shareholding).

  13. MANDATORY INFORMAION - (EMAIL, CNIC, IBAN AND ZAKAT DICLARATION)

    In compliance with Section 119 of the Companies Act, 2017 and Regulation 19 Companies (General Provisions and Forms) Regulations, 2018 members are requested to immediately provide their mandatory information such as CNIC number, updated mailing address, email, contact mobile/telephone number and International Banking Account Number (IBAN) together with a copy of their CNIC to update our records and to avoid any non-compliance of the law, otherwise all dividends will be withheld in terms of Regulation 6 of the Companies (Distribution of Dividends) Regulations, 2017.

    Member are requested to submit a declaration (CZ-50) as per Zakat & Ushr Ordinance 1980 for zakat exemption shall be submitted to Broker/CDC (in case of CDS shareholder) and to the Company's Share Registrar (in case of physical shareholder), then his/her zakat status in the dividend entitlement register may be found as Muslim Zakat Payable, and the Company will be constrained to make compulsory deductions of Zakat @ 2.5% of face value of each share from the gross amounts of his/her cash dividends.

  14. Appointment of Scrutinizer and Purpose of Appointment:

M/s. BDO Ebrahim & Co. Chartered Accountants (External Auditors of the BFSML) has been appointed by

the Board as Scrutinizer for the purposes of Special Business to be conducted in the AGM.

STATEMENT OF MATERIAL FACTS UNDER SECTION 134 (3) OF THE

COMPANIES ACT 2017

This statement sets out the material facts pertaining to the special businesses to be transacted at the 47th Annual General Meeting (AGM) of Baba Farid Sugar Mills Limited to be held on Monday January 26, 2026 at 15:00 Hours at Registered office at 2-D-1, Gulberg III, Lahore, and through electronically video link/Zoom application.

STATEMENT U/S 134(3) OF THE COMPANIES ACT, 2017

The transactions with associated company were carried out during the year, therefore, these transactions have

been placed before the shareholders of the Company for their approval.

  1. Agenda Item No. 5 of Notice of AGM: Ratification and Approval of Related Party Transactions: (Associated

    Companies)

    The Company is and shall be conducting all transactions of sales and purchase of goods with Naubahar Bottling Company (Pvt.) Limited, The Thal Industries Corporation Limited and Almoiz Industries Limited (Associated undertaking of the Company) for the period commencing from October 1st, 2024 to period ends September 30, 2025 in the normal course of business. The prices, terms and conditions agreed between the companies are based on Arm Length Basis under Related Party Transactions Policy of the Company. The directors of the company have no interest whatsoever both directly or indirectly except for common directorship. Record consisting of details of all the transactions along with all supporting documents is maintained as per legal requirements and available in the registered office of the company.

    Nature and amount of transactions along with applicable pricing policy are detailed below:

    Names(s)

    Nature of Transactions

    Amount (PKR)

    Pricing Policy

    Naubahar

    Sale of Sugar

    1,743,399,967

    As per approved contract between

    Bottling

    Paid/received/adjustment (net)

    1,743,399,967

    BFSML & NBC, Related Party

    Company (Pvt.)

    Transactions Policy and approval of

    Limited

    shareholders in AGM.

    The Thal

    Purchases- Bio Fertilizer

    6,000,000

    As per approved contract between

    Industries

    Purchase- Trichograma

    870,000

    BFSML & TICL Related Party

    Corporation

    Purchase- Store items

    2,360,000

    Transactions Policy and approval of the

    Limited

    Paid/ received/adjustment (net)

    9,230,000

    shareholders in AGM.

    Almoiz

    Sale of scrap

    15,468,000

    As per approved contract between

    Industries

    Sale of store items

    1,974,170

    BFSML & AIL, Related Party Transactions

    Limited

    Sale of Bagasse

    46,497,768

    Policy and approval of shareholders in

    Paid/received/adjustment (net)

    59,762,938

    AGM.

    Purchase - steel items

    4,178,500

    The Directors are interested in the resolution to the extent of their common directorship in the Associated undertakings. The following were the common directors in Baba Farid Sugar Mills Ltd with the Almoiz Industries Ltd, The Thal Industries Corporation Ltd and Naubahar Bottling Company (Pvt.) Ltd and respectively: (i) Mr. Muhammad Shamim Khan (ii) Mrs. Qaiser Shamim Khan (iii) Mr. Adnan Ahmed Khan (iv) Mr. Nauman Ahmed Khan (v) Mrs. Sarah Hajra Khan (vi) Mrs. Farah Khan.

    The Company shall continue to carry out transactions with the related parties in the ordinary course of business till next the Annual General Meeting. The nature and scop of such related party transactions are explained above in the statement of relevant agenda item. Therefore, such transactions with related parties have to be approved by the shareholders. The shareholders may authorize the Chief Executive or his nominee to approve such transactions till the next Annual General Meeting.

  2. Authorization for the Board of Directors to approval related party transactions during the financial

year ended Sep. 30, 2025

The Company is and shall be conducting transactions of sale and purchase of goods with NBC, TICL & AIL during the financial year ending Sep. 30, 2025 and subsequently, in the ordinary course of business and at Arm's Length Basis as per the approved policy with respect to transactions with related parties in the normal course of business, and therefore, all the future transactions with NBC, TICL & AIL shall be approved by the Board of Directors on quarterly basis. Considering the interests/concerns of six out of nine Directors due to their common directorship and /or relationship with Directors of NBC, TICL & AIL, the related parties' transactions of the fiscal year 2025 are suggested to be placed before the shareholders.

Accordingly, approval of the shareholders is being sought to authorized Board of Directors of the Company to approve all transactions carry out with the related parties in the ordinary course of business till next the Annual General Meeting. The nature and scope of such related party transactions are explained above in the statement of relevant agenda item. Therefore, such transactions with related parties have to be approved by the shareholders. The shareholders may authorize the Chief Executive or his nominee to approve such transactions till the next Annual General Meeting for their formal approval/rectification.

There is no specific interest of the directors in these special resolutions, except that mentioned above.

BALLOT PAPER

Ballot paper for voting through post for poll to be held at Annual General Meeting on 15:00 hours January 26, 2026 at Registered office 2-D-1, Gulberg III, Lahore.

Baba Farid Sugar Mills Limited

Registered office, 2-D-1, Gulberg III, Lahore. (https://www.bfsml.com)

Designated email address of the Chairman at which the duly filled in ballot paper may be sent: qaiser.shamim@nbcpepsi.com

Name of shareholder/joint shareholders

Registered Address

Number of shares held and folio number

CNIC Number (copy to be attached)

Additional Information and enclosures (In case of representative of body corporate, corporation and Federal Government.)

Names(s)

Nature of Transactions

Transactions during the period Amount (PKR)

Naubahar

Sale of Sugar

1,743,399,967

Bottling

Paid/received/adjustment (net)

1,743,399,967

Company

(Pvt.)

Limited

The Thal

Purchases- Bio Fertilizer

6,000,000

Industries

Purchase- Trichograma

870,000

Corporation

Purchase- Store items

2,360,000

Limited

Paid/ received/adjustment (net)

9,230,000

Almoiz

Sale of scrap

15,468,000

Industries

Sale of store items

1,974,170

Limited

Sale of Bagasse

46,497,768

Paid/received/adjustment (net)

59,762,938

Purchase - steel items

4,178,500

I/we hereby exercise my/our vote in respect of the following resolutions through postal ballot by conveying my/ our assent or dissent to the following resolution by placing tick (√) mark in the appropriate box below (delete as appropriate);

Sr. No

Nature and Description of resolutions

No. of ordinary shares for which votes cast

I/We assent to the Resolutions (FOR)

I/We dissent to the

Resolutions (AGAINST)

1.

Special Resolution under Agenda No.5 of Notice of AGM

"RESOLVED that transactions carried out by the Company in the normal course of business with related parties for the period ended September 30, 2025 be and are hereby ratified, approved and confirmed"

"FURTHER RESOLVED that the Chief Executive Officer of the Company or his nominee be and is hereby authorized to approve all the transactions to be carried out in the normal course of business with related parties till the next Annual General Meeting of the Company and in this connection the Chief Executive Officer of the Company or his nominee be and is hereby authorized to take any and all necessary actions and sign/execute any and all such documents/ indentures as may be required in this regards on behalf of the Company"

Signature of shareholder(s) Place: Date:

NOTES:

  1. Dully filled postal ballot should be sent to chairperson of BFSML Mrs. Qaiser Shamim Khan, 2-D-1, Gulberg III, Lahore, Pakistan. (email: qaiser.shamim@nbcpepsi.com)

  2. Copy of CNIC should be enclosed with the postal ballot form.

  3. Postal ballot forms should reach chairman of the meeting on or before January 26, 2026. Any postal ballot

    received after this date, will not be considered for voting.

  4. Signature on postal ballot should match with signature on CNIC.

  5. Incomplete, unsigned, incorrect, defaced, torn, mutilated, over written ballot paper will be rejected.























1,743,399,967

1,743,399,967







6,000,000











870, 000

2,360,000

9,230,000

15,468,000











1,974,170

46,497,768

59,762,938

4,178,500



15



ANNUAL REPORT 2025

















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ANNUAL REPORT 2025





























































CHAIRMAN'S

REVIEW

I am pleased to present my review for the fiscal year ended September 30, 2025. Despite a challenging and evolving economic environment, the year demonstrated the Company's resilience, strategic adaptability, and continued commitment to its stakeholders.

The global sugar market remained volatile due to climatic uncertainties and fluctuating energy prices. Domestically, Pakistan's economy faced inflationary pressures, currency volatility, and tight monetary conditions, while the agricultural sector encountered challenges related to water availability, crop yields, and rising input costs. Nonetheless, demand for sugar and its by-products remained strong, enabling the Company to sustain its market position through efficient operations and disciplined cost management.

Pakistan's agriculture sector continued to support economic stability, contributing 23.5% to GDP and employing over 37% of the workforce. During FY 2025, the sector recorded modest growth of 0.56%, supported by livestock, fisheries, and forestry, despite a contraction in major crops due to adverse climatic conditions. The manufacturing sector, particularly large-scale manufacturing, remained under pressure amid IMF-led stabilization measures.

Against this backdrop, the Company delivered a resilient performance by enhancing operational efficiencies, optimizing procurement, and strengthening customer relationships to ensure long-term sustainability. Our employees' dedication and resilience remained central to our success, supported by

continued investments in skill development, workplace safety, and community initiatives, in line with local and international standards.

The Company remains committed to strong corporate governance. During the year, the Board conducted its annual performance evaluation in compliance with the Code of Corporate Governance and ensured effective oversight through independent Audit and Human Resource & Remuneration Committees. The Board fulfilled its responsibilities under the Companies Act, 2017, including policy approvals, financial oversight, risk management, and internal control systems.

Looking ahead, the Board and management are focused on strengthening the Company's competitive position through operational improvements, cost controls, portfolio diversification, expanded manufacturing capabilities, and enhanced research and development. We remain confident in management's ability to navigate ongoing challenges and deliver sustainable growth.

I extend my sincere appreciation to our employees, management, business partners, bankers, and shareholders for their continued trust and support. With a strong foundation, prudent strategy, and disciplined execution, the Company remains cautiously optimistic and well-positioned to create long-term value for all stakeholders.



Lahore: Mrs. Qaiser Shamim Khan

24 December 2025 Chairperson

DIRECTOR'S REPORT TO THE MEMBERS



The Directors of your Company are pleased to present the 46th Annual Report along with the audited financial statements and the auditor's report for the financial year ended September 30, 2025.

INDUSTRY OVERVIEW

Sugarcane continues to be a foundational pillar of Pakistan's agricultural economy, with the sugar sector recognized as the second-largest agro based industry after textiles. According to recent data, the sector contributes approximately 3.5% to the agricultural value addition. On a national scale, the sugar industry accounts for approximately 0.8% of Pakistan's GDP.

The sugarcane crop witnessed decline in production primarily due to adverse weather conditions and impact of pest attack mostly in the flood region. While modern cultivation techniques helped mitigate some of these impacts, sugarcane yield per acre declined by an estimated 3.4% during the season.

As part of initial step towards deregulation of sugar industry, the provincial government did not notify official support prices for sugar cane during the season, allowing market forces

to dictate sugarcane pricing. The company purchased sugarcane during the period at an average rate of PKR 422.505 per 40 kg..

PERFORMANCE OF THE COMPANY

The company successfully processed 569,620.090 metric tons of sugarcane during the fiscal year ending September 30, 2025, producing 54,991.500 metric tons of white refined sugar with an average recovery rate of 9.653%. This represents an increase as compared to the previous year of 524,174.100 metric tons of sugarcane crushed, resulting in production of 52,798.400 metric tons of white refined sugar at an average recovery rate of 10.068%. The decrease in recovery is primarily due to reduced rainfall and high temperature. While the Company's sugar production increased to 4.15% due to availability of sugarcane in the area and better yield per acre and due to better sugarcane varieties cultivation.

FINANCIAL HIGHLIGHTS

For the fiscal year ended September 30, 2025, the Company achieved a strong financial turnaround, recording a pretax profit of Rs. 982.716 million and a profit after tax of Rs.

814.797 million. This represents a significant improvement over the previous year, which reported a pretax loss of Rs. 550.271 million and an after-tax loss of Rs. 623.366 million.

The notable increase in profitability was mainly driven by higher sales volumes and an improvement in average selling prices during the year. Furthermore, a substantial reduction in finance costs-resulting from a decline in benchmark interest rates from 22% to 11% since January 2025-also contributed positively to overall earnings.

Net sales for the year amounted to Rs. 10,246.168 million, reflecting a robust growth of 75.44% compared to Rs. 5,840.322 million in the preceding year. This increase was primarily attributable to a 15% decline in national sugar production compared to last year, which supported higher sales volumes and strengthened pricing. The improvement in selling prices was further reinforced by the Government's decision to allow sugar exports, enabling the Company to capitalize on favorable market premiums.

The Company remains focused on enhancing production efficiency and profitability through the adoption of modern technologies, improved operational processes, and strict cost controls. Key initiatives include the deployment of advanced equipment, continuous monitoring to reduce production costs, and the promotion of high-quality sugarcane cultivation. By providing growers with access to improved seed varieties, fertilizers, and pesticides, along with ongoing technical support, the Company aims to achieve higher sugar recovery rates while delivering sustainable financial benefits to cane growers.

EARNING PER SHARE:

The earning per share of the company for the year under review stood at Rs. 86.22 (2024: Loss per share Rs. 65.96).

DIVIDEND

Your Board has recommended 20% (2024: Nil) cash dividend for the financial year that ended 30, September 2025.

RISK MITIGATION

The Board of Directors, Board's Audit Committee, and Steering Committee comprising of the senior management team led by the Chief Executive Officer are responsible for oversight of Company's operations and to evolve proactive strategies to mitigate any potential adverse impact of major risks.

CAPITAL MANAGEMENT

The Company's policy is to maintain a strong capital base to maintain investors, creditors, and market confidence and to safeguard its ability to continue as a going concern. The Company manages its capital structure and makes appropriate adjustments to move with economic changes and the risks associated with safeguarding its asset base. Your Company's management believes in maintaining an appropriate debt-equity ratio and optimal mix of long and short-term debts.

RESEARCH AND DEVELOPMENT

Agricultural R&D is an integral part of the Company's policy which entails identification and multiplication of promising new sugarcane varieties and their subsequent commercial sowing through progressive growers with best agricultural practices. This not only increases per acre yield of sugar cane but also enhances growers earning and creates more enthusiasm for sowing sugarcane compared to competing crops. It also increases the sugarcane supply to the Company and boosts overall sugar recovery, directly improving the bottom line of the company.

Like previous years, your management is committed to providing new improved varieties of sugarcane seed with high yield/recovery and disease/frost resistance along with fertilizers and pesticides to cane growers on credit basis as well as free of cost timely services of biological laboratory at their door step so that sugarcane procurement for the next crushing season may not

suffer.

FUTURE OUT LOOK

In the ongoing crushing season, preliminary assessments indicates that the sugarcane crop size will be higher as compared to

the previous year, hence increased sugar production in the country may put pressure on the sugar prices. The Government has granted sugar mills greater autonomy in determining cane procurement prices. As a result, the average procurement price for the season will be finalized upon completion of the crushing cycle, based on market dynamics and prevailing cane supply conditions.

Government's primary focus is on ensuring a stable domestic market and preventing price shocks, however the domestic sugar market is expected to remain supply-surplus position, unless there is any unexpected change in estimate lateron in per acre yields . The Government has shifted its policy stance toward prioritizing local market availability, with measures aimed at stabilizing prices and ensuring adequate supply across the country.

The State Bank of Pakistan (SBP) has maintained the policy rate at 11% since January 2025, providing some relief to the industry by improving cash flows and supporting profitability. Nevertheless, ongoing inflationary pressures are expected to increase operating costs, requiring the Company to exercise prudent financial management and implement strategic measures to sustain operations. Looking ahead, key determinants of profitability will include cane procurement costs, recovery rates, and sugar prices. Furthermore, evolving global economic conditions and geopolitical developments are likely to influence the domestic economy, which may impact market dynamics and operational performance in the coming year.

RELATED PARTIES DISCLOSURE

The transactions between the related parties were carried out at arm's length prices determined in accordance with the comparable uncontrolled market prices method. The Company has fully complied with the best practices on transfer pricing.

CORPORATE AND FINANCIAL REPORTING

FRAMEWORK

The Company has fully complied with requirements of the Listed Companies (Code of Corporate Governance) Regulations, 2019. A

Statement of Compliance is provided under the relevant section of the report.

Following are the Statements on Corporate and

Financial Reporting Framework:

  • The financial statements prepared by the management of the Company present its state of affairs fairly, the result of its operations, cash flows and changes in equity.

  • Proper books of accounts of the Company have been maintained.

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

  • International Financial Reporting Standards, as applicable in Pakistan, have been followed in preparation of financial statements and any departure, if any, therefrom has been adequately disclosed and explained.

  • The system of internal controls is sound in design and has been effectively implemented and monitored.

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

  • There has been no material departure from the

    best practices of corporate governance.

  • Key operating and financial data for last six (6) years in summarized form is annexed.

  • Statement of Shareholding pattern along with categories of shareholding of the company is annexed in the report.

  • There is nothing outstanding against your Company on account of taxes, duties, levies and charges except for those which are being made in normal course of business and appropriately disclosed in the financial statements.

    BOARD OF DIRECTORS

    The total number of Directors on the Board is 7 and its composition is as follows:

    • Male Directors 6

    • Female Directors 3

Category

Names

Independent Directors

Mr. Farid-ud-Din Ahmad

Mr. Malik Manzoor Hussain Humayoon Mr. Anwar Ahmed Khan

Executive Director

Mr. Muhammad Shamim Khan (CEO) Mr. Adnan Ahmed Khan

Non-Executive Directors

Mrs. Qaiser Shamim Khan Mr. Nauman Ahmed Khan Mrs. Sarah Hajra Khan Mrs. Farah Khan

During the year 4 Board meetings were held. The minutes of the meetings were appropriately recorded and circulated. Attendance of such meetings was as under:

Name of Directors

Designation

No. of Meeting

Attended

Mrs. Qaiser Shamim Khan

Chair Person

4

Mr. Muhammad Shamim Khan

Chief Executive

4

Mr. Adnan Ahmed Khan

Director

2

Mr. Nauman Ahmed Khan

Director

4

Mrs. Sarah Hajra Khan

Director

3

Mrs. Farah Khan

Director

1

Mr. Farid Ud Din Ahmed

Independent Director

2

Mr. Malik Manzoor Hussain Humayoon

Independent Director

4

Mr. Anwar Ahmed Khan

Independent Director

2

The Board has formed committees comprising of members given below:

AUDIT COMMITTEE

  1. Mr. Farid-ud-Din Ahmad (Chairman); and

  2. Mr. Malik Manzoor Hussain Humayoon

  3. Mrs. Sarah Hajra Khan;

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