Transmission of Annual Financial Statements for the Year Ended June 30, 2025

BAWANY AIR

PRODUCTS LIMITED

CONTENTS

Corporate Information

Notice of Annual General Meeting Chairman's Review

Directors' Report

Gender Pay Gap Statement

Vision / Mission / Statement of Ethics & Business Practice

`

Statement of Compliance with Listed Companies (COCG) Regulation 2019 Independent Auditor's Review Report

Key Operation and Financial Date for the Decade Pattern of Shareholdings

Independent Auditors' Report Statement of Financial Position

Statement of Profit or Loss and Other Comprehensive Income Statement of Cash Flow

Statement of Changes in Equity Notes to the Financial Statements Form of Proxy

BOARD OF DIRECTORS Mr. Naim Anwer (Chief Executive Officer)

Mr. Mohabat Khan Mr. Zahir Khan

Mr. Muhammad Ali

Mr. Muhammad Afzal Shehzad Mr. Suhail Elahi

Ms. Saba Azam

AUDIT COMMITTEE Ms. Saba Azam (Chairman) Mr. Mohabat Khan

Mr. Muhammad Ali

HR REMUNERATION &

NOMINATION COMMITTEE Mr. Naim Anwar (Chairman)

Mr. Muhammad Ali Ms. Saba Azam

HEAD OF INTERNAL AUDIT Mr. Muhammad Munir

CHIEF FINANCIAL OFFICER &

COMPANY SECRETARY Mr. Muhammad Munir

AUDITORS Naveed Zafar Ashfaq Jaffery & Co.

Chartered Accountants

BANKERS United Bank Limited

Meezan Bank Limited National Bank of Pakistan Bank Makramah Limited

SHARE REGISTRAR F.D. Registrar Services (Pvt) Ltd. 17th Floor, Saima Trade Tower-A

I.I. Chundrigar Road, Karachi-74000 Te: 021-32271905-6

OFFICE 2nd Floor, Nadir House,

I.I. Chundrigar Road, Karachi

Tel: 021-32415473

BAWANY AIR PRODUCTS LIMITED NOTICE OF ANNUAL GENERAL MEETING

Notice is hereby given that the Forty Seventh Annual General Meeting of the Company will be held at the office situated at 2ndFloor, Nadir House, I.I. Chundrigar Road, Karachi, Sindh on Thursday 27thNovember 2025 at 10:00

a.m. to transact the following business:

ORDINARY BUSINESS

1. To confirm the minutes of the 46thAGM held on October 28th, 2024.

2. To receive, consider and adopt the audited financial statements of the Company for the year ended June 30, 2025 together with the Chairman's review, Directors' and Auditors' reports thereon.

   As required under Section 223(6) of the Companies Act, 2017 (the "Act"), Financial Statements of the Company have been uploaded on the website of the Company, which can be downloaded from the following QR enabled code:

   
   
   

3. To appoint auditors for the year 2025-2026 and fix their remuneration.

4. To elect eight (7) directors as fixed by the Board of Directors, in accordance with the provision of Section 159 (1) of the Companies Act, 2017 for a term of three years in place of the following retiring directors, who are eligible for re-election:

   1. Mr. Naim Anwar 2. Mr. Mohabat Khan

      3. Mr. Zahir Khan 4. Mr. Muhammad Ali

      5. Mr. Suhail Elahi 6. Mr. M. Afzal Shehzad

      7. Ms. Saba Azam

5. Transact any other business with permission of chair.

By order of the Board

Karachi: November 5, 2025 Company Secretary

NOTES:

1. The Share Transfer Books of the Company shall remain closed from November 21, 2025 to November 27, 2025 (both days inclusive). Transfers received at our registrar office M/s F. D. Registrar Services (Pvt.) Limited 17thFloor, Saima Trade Tower-A, I. I. Chundrigar Road Karachi by the close of business on November 20, 2025 will be treated in time.

2. A member entitled to attend and vote at this meeting may appoint another person as his/her proxy to attend, speak and vote instead of him/her behalf at the meeting. Proxies, in order to be valid, must be received at the registered office of the Company not later than 48 hours before the meeting. A member shall not be entitled to appoint more than one proxy.

3. Central Depository Company (CDC) shareholders are requested to bring their Computerized National Identity Cards, Account/Sub-Account and Participant's ID Number in the CDC for identification purpose when attending the meeting. In case of corporate entity, the Board's Resolution/Power of Attorney with specimen signature shall be furnished (unless it has been provided earlier) at the time of meeting.

4. Members who have not yet submitted photocopy of their Computerized National Identity Cards to the Registrar of the Company are requested to send the same at the earliest.

5. Shareholders are requested to notify to the Company's Share Registrar immediately of any change in their addresses.

6. The Company has arranged for participation of members in general meeting through electronic means (i.e., video-link, webinar, zooming etc.). In this regard, the interested shareholders can request by providing the relevant information (i.e. Name of the Shareholder, CNIC Number, Folio / CDC Account Number, Cell Number, Email Address etc.) to the Company Secretary at least 48 hours before the time of AGM at Email Address: munir@bawanyair.com.

7. Any person who seeks to contest the election to the office of a Director, whether he/she is a retiring director or otherwise, shall file required documents under section 159 of the Companies Act 2017, Companies (General Provisions and Forms) Regulations 2018, Listed Companies (Code of Corporate Governance) Regulations, 2019 and the eligibility criteria, as set out in Section 153 of the Companies Act, 2017 to act as director or an independent director of a listed Company with the Company Secretary, at the Registered Office of the Company, situated at 2nd Floor, Nadir House, I. I. Chundrigar Road, Karachi, 14 days before the date of the Annual General Meeting:

   The final list of contesting Directors will be circulated not later than seven days before the date of said meeting, in terms of Section 159(4) of the Companies Act, 2017.

8. It is hereby notified that pursuant to the Companies (Postal Ballot) Regulations, 2018 and its amendments notified vide SRO 2192(1)/2022 dated December 5, 2022, members will be allowed to exercise their right to vote for election of directors at the AGM, in accordance with the conditions mentioned in the aforesaid Regulations. The Company shall provide its members with the following options for voting:

   1. E-Voting Procedure

      1. Details of the e-voting facility will be shared through an email with those members of the Company who have their valid CNIC numbers, cell numbers, and email addresses available in the register of members of the Company within due course.

      2. The web address: login details, will be communicated to members via email.

      3. Identity of the members intending to cast vote through E-voting shall be authenticated through authenticated login.

      4. E-Voting lines will start from November 24, 2025 10:00 am and shall close on November 26, 2025 at 5

         p.m. Members can cast their votes any time in the period.

   2. Postal Ballot

      For voting through Postal Ballot members may exercise their right to vote as per provisions of the Companies (Postal Ballot) Regulations, 2018 subject to the requirement of Section 143 to 145 of the Companies Act, 2017. Further details in this regard will be communicated to the shareholders within the legal time frame as stipulated under these said Regulations, if required.

      The members shall ensure that duly filed and signed ballot paper along with copy of CNIC should reach the Chairman of the meeting through post on the Company's registered office one day before the AGM i.e. November 26, 2025 during the working hours. The signature on the ballot paper shall match with the signature on CNIC or Company records.

9. In accordance with the applicable law mentioned above in Note 7 above, M/S. DCCL (Private) Limited have been appointed as the e-voting service provider and M/s S.M Sohail & Co., Chartered Accountants, have been appointed as scrutinizer to monitor and validate voting for election of directors.

10. Members have the option to receive Annual Audited Financial Statements and Notice of General Meeting through email. Members can give their consent in this regard on prescribed format to the Shares Registrar. The Audited Accounts of the Company for the year ended June 30, 2025 are also available on the Company's website: https://www.bawanyair.com.

11. In accordance with the directive issued by the SECP vide it is S.R.O. 452(I)/2025 dated March 17, 2025 the Company would like to inform all the shareholder that no gifts will be distributed at the meeting.

12. Form of Proxy is enclosed.

CHAIRMAN's REVIEW

In the name of ALLAH, the Most Merciful and the Most Benevolent. Dear Shareholders,

I am pleased to enclose the financial statements of our Company for the year ended June 30, 2025.

Overview of performance of the Company and the Board

The Company incurred a net loss of Rs. 54.049 million for the year ended June 30, 2025, compared to a loss of Rs. 22.623 million in the previous year. As a result, accumulated losses increased to Rs.

104.279 million as of June 30, 2025, up from Rs. 50.231 million in the prior year, primarily due to the regulatory fee paid for the increase in authorized capital.

Business Transformation

• In 2025, the Company transformed its business from gas manufacturing to investment and securities. It signed an agreement to acquire 100% of Alman Seyyam Sugar Mills (ASSML) by issuing shares to its sponsors, and will offer Right Shares to existing shareholders post-takeover.

• The authorized capital has been raised to PKR 11 billion. ASSML's 10,000 MT/day sugar plant under construction at Dera Ismail Khan is expected to generate dividends and enhance shareholder value.

• Additionally, the Company has been shifted from the PSX non-compliant counter to the normal trading counter, marking a major achievement.

  Frequency of the meetings

  During the year five (5) meetings of the Board of Directors, four (4) meetings of its Audit Committee and four (1) meetings of the Human Resource Committee were held.

  Composition of the Board

  In pursuance of the Code, the Company encourages representation of Independent and Non-Executive Directors with gender diversity on its Board. The existing Board of the Company, comprising 7 (seven) members and having core competencies, diversity, requisite skills, knowledge, and experience, fulfils the criteria as considered relevant in the context of the company's operations. Details of the composition of the Board and its Committees are appearing in the "Statement of Compliance with Listed Companies Code of Corporate Governance".

  Role of the Chairman

  In my capacity as Chairman, I always try to ensure that:

• Board receives adequate, accurate, clear, complete, and reliable information in a timely manner.

• Board members are briefed on important and significant matters.

• All key issues are discussed in detail by the Board.

We remain grateful for the support, trust and confidence of all our stakeholders including our shareholders, employees and their families.

Naim Anwar Chairman

Karachi

Dated: November 05, 2025

DIRECTOR'S REPORT TO THE MEMBERS

Dear Shareholders,

Directors of your Company are pleased to present the Annual Report along with the audited financial statements for the year ended June 30, 2025.

OVERVIEW

The year 2025 has seen revival of the Company with change in object clause from manufacturing, production and trading of oxygen gas, dissolved acetylene and nitrogen gas to invest in and acquire and hold and otherwise deal in shares, stock, debenture, debenture stock, bonds, obligations and securities issued or guaranteed. The Company has signed Share Purchase Agreement with Alman Seyyem Sugar Mills (Pvt.) Limited (ASSML) whereby the Company will acquire 100% shareholding in ASSML from the sponsor shareholders of ASSML and in consideration of this acquisition the Company will issue shares Otherwise than Right to the Sponsor shareholders of ASSML. Intention of Takeover under the takeover Regulations have also been given by the sponsor shareholders of ASSML.

The Company has also announced Right shares which will be offered to existing shareholders after completion of the Takeover Process. The authorized capital of the company has been increased to PKR 11 billion for which a fee of PKR 43.8 million has already been paid.

The acquisition of ASSML a 10,000 MT / Day crushing capacity plant, currently under construction at Dera Ismail Khan will greatly benefit the shareholders. ASSML plant components are of Pakistan, UK, German, Japan and China origin. With 10,000 MTCD already planned, ASSML has targeted a substantial share in the local and international markets as a quality producer of refined white sugar & molasses. By investing in ASSML the company can earn return in the form of dividends, consequently give returns to the shareholders.

PSX removal of the Company from non-complaint counter to normal trading counter marks a significant step achieved after many years of being in the non-compliant counter.

The Financial Highlights of the Company as compared to last year are as follows:

PERFORMANCE ANALYSIS:

Current Assets and Current Liabilities

The company's current assets grew substantially from Rs. 30,580,645 in 2024 to Rs. 3,184,701,641 in 2025. Current liabilities decreased from Rs. 6,517,965, in 2024 to Rs.

5,373,123 in 2025.

Net Loss:

The company reported a net loss after tax of Rs. 54,048,786 in 2025, compared to a net loss of Rs. 22,623,294 in 2024. The increase in net loss is largely due to expenses incurred for the enhancement of authorized capital, amounting to Rs. 43.86 million.

AUDIT REPORT AND MANAGEMENT COMMENTS THEREON

The auditors have included an emphasis of matter in the audit report, drawing attention to Note 1.3, which highlights the Company's net loss of PKR 54.048 million for the year ended June 30, 2025, which is mainly due to increase in authorized capital fee charged to P&L account. Accumulated losses have also risen to PKR 104.28. The Company has taken steps to improve its financial position, including passing of resolution for increase its authorized capital and restructuring its board. Furthermore, it signed an agreement to acquire Alman Seyyam Sugar Mill and shifted its business focus to investments.

KEY OPERATING AND FINANCIAL DATA FOR LAST 10 YEARS

BOARD OF DIRECTORS

Following are the changes in the composition of Board of Directors during the year ended June 30, 2025:

AUDITORS

The present auditors, M/s Naveed Zafar Ashfaq Jaffery & Co., Chartered Accountants shall retire at the conclusion of the Annual General Meeting, and being eligible, for re-appointment as external auditors for the year ending June 30, 2026.

STATEMENT OF CORPORATE AND FINANCIAL REPORTING FRAMEWORK

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

2. Proper books of accounts of the Company have been maintained;

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

4. International accounting standards, as applicable in Pakistan, have been followed in preparation of financial statements;

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

6. Auditors note on going concern is due to loss in the year which is mainly due to increase in authorized capital fee of PKR 43.8 million charged to P&L account. The financials have been prepared on going concern basis.

7. There has been no material departure from the best practices of corporate governance, as detailed in the listing regulations, exceptions, if any have been notified in the Statement of Compliance with the Code of Corporate Governance;

8. Key operating and financial data for the last ten years have been summarized;

   During the year 5 meetings of the Board of Directors were held. Attendance by each Director is as follows:

   Name of the Directors No. of meetings

   attended

   Mr. Naim Anwar 5

   Mr. Mohabat Khan 1

   Mr. Zahir Khan 1

   Mr. Muhammad Ali 2

   Mr. M. Afzal Shehzad 5

   Mr. Suhail Elahi 5

   Ms. Saba Azam 5

   Leave of absence was granted to Director(s) who could not attend some of the Board meetings.

9. The pattern of shareholding is annexed; and

10. Neither the Chief Executive Officer nor any other Directors have purchased any shares of the Company.

ACKNOWLEDGEMENT

The Board wishes to express appreciation and place on record its gratitude for the faith reposed in and co-operation extended to the Company by the State Government, various Government agencies / Departments, Financial Institutions, Banks, Customers, Suppliers and Investors of the Company. Your Directors place on record their appreciation of the dedicated and sincere services rendered by the Employees of the Company.

We are grateful to our valued shareholders for the continuous support extended to the management.

On behalf of the Board

Naim Anwar Muhammad Ali

Chief Executive Officer Director

Karachi

Dated: November 5, 2025

ی· کارا ئے ارب ٹروپر یکزٹر کیرئاڈ

،ناگتفای صصح متر حم

ئر رک شیپ 2025 نوج 30 ریذپ ماتتخا لاس ئے ارب تانایب یلام ہدش ٹڈآ ہعمب ٹروپر ہی وکزتر کیرئاڈ ےک نی پمک یک پآ ۔ہ یہر وہ سوسحم شی وخ ئے وہ

ہزئاج

دصقم اک نی پمک ۔نے گ یک یلیدبت یں م دصاقم ےک نی پمک نارود ےک سج ،ہے اوہ تباث لاس اک یلاحب یک نی پمک 2025 لاس ،کاٹسا ،صصح رک لدب ےس تراجت روا راوادیپ ،یرایت یک سیگ نجوتر ئان روا یی ں لیٹیسیا ڈولازڈِ ،سیگ نجیسکآ رارق انرک نید یی ں ل روا لوصح ،یراک ہیامرس یں م تی ں ٹرویکیس ہتفای تنامض روا تابجاو ،زڈناب ،کاٹسا رچنبیڈ ،رچنبیڈ

۔ہ ایگ اید

Purchase Share) ہدہاعم یرادیرخ تے یش ھتاس ےک (ASSML) ڈٹیمل (ٹیویئارپ) زلم رگوش میئیس نملا نی نپمی ک

ں ی

صصح %100 ےس ناگتفای صصح رسناپسا ےک ASSML نی پمک تحت ےک سج ،یں ہ یک طختسد رپ (Agreement

"Right Otherwise than" زٹے یش وک ناگتفای صصح رسناپسا نی پمک ضوع ےک یرادیرخ سا ۔یک ےرک لصاح

ی ی ی ی

کیٹ تحت ےک تشیلوگیر رووا کیٹ ن ناگتفای صصح رسناپسا ےک ASSML ،ںیزا ہوالع۔یک ےرک یراج رپ روط ےک

ہ ید رکرہاظ یھب (Intention of Takeover) تین یکرووا

ی

صصح ہدوجوم دعب ےک لیمکت یک لمع ےک رووا کیٹ وج ،ہے ایک نالعا یھب اک ارجا ےک زٹے یش ٹئار نی نی پمک برا 11 ےسا ےک رک ہفاضا یں م (Authorized Capital) ہیامرس زاجم ےک نی پمک ۔ےک یں ئاج یں ک شیپ وک ناگتفای

ی ۔ہ یکچ اج یک ادا یہ· ےلہپ سیر ف یک ئ ور ھکال 38 ڑورک 4 یں ل ےک سج ،ہ ایگ اید رک ئ ور

ہے ٹنالپ الاو نھکر تیحالص یک گنشرک ند ف نٹ کٹیم 10,000 ہکوج ڈٹیمل (ٹیویئارپ) زلم رگوش میئیس نملا

ی

ر ے · ·

تباث دنم ہدئاف تیاہن یں ل ےک ناگتفای صصح یرادیرخ یک ،ہے تں معت ریز یں م ناخ لیعامسا ہریڈ تقو سا یروا نٹ کتیم1000۔یں ہ یگ یں کرایت ےس ی چ روا ناپاج ،نمرج ،ہیناطرب ،ناتسکاپ ءازجا ےک ٹنالپ ےک ASSML ۔یکوہ دیفس ڈنئافیر یک رایعم یلٰعا یں م ںویڈنم یماوقالا یی ں ب روا یماقم نی ASSML ،ھتاس ےک شئاجنگ یک گنشرک ہیموی رگوش میئیس نملا.ہے ایک ررقم فدہ اک ئی رک لصاح تے یش ٹیکرام اڑب رپ روط ےک رئالپس ںایامن ےک سسالوم روا نی یچ رخآلاب وج ،یک ےکس رک لصاح عفانم یں م تروص یک زڈنڈیویڈ نی پمک ےعیرذ ےک یراک ہیامرس یں م ڈٹیمل (ٹیویئارپ) زلم

۔اگ ےلم سپاو یں م تروص یک عفانم وک ناگتفای صصح

یں م ٹر نؤاک گنڈیرٹ لمران رک اٹہ ےس ٹر نؤاک ٹنئالپمک نان وک نی پمک ےس بناج یک (PSX) جنیچسکیا کاٹسا ناتسکاپ ۔ہ لیم گِنس رکذ لباق الاو ئی وہ لصاح دعب لاس نے کوج ،ہ تفر شیپ مہا کیا انرک لماش

:یں ہ لیذ جرد یں م ےلباقم ےک لاس ہتشزگ تاکن ںایامن ےک یکی درکراک یلام یک نی پمک

:ہیزجت اک یکی درکراک

تابجاو ہدوجوم روا ثے اثا ہدوجوم

یں م 2025 لاس رک ھڑب ےسئے ور 30,580,645 یں م 2024 لاس وج ،ہے اوہ ہفاضا ںایامن یں م نے اثا ہدوجوم ےک نی پمک

یں م 2024 لاس وج ،ہے ئوہے عقاو یمک یں م تابجاو ہدوجوم ،بناج یرسود ۔یگے وہ ئورے 3,184,701,641

۔یں ہ نے گ ہرئے ور 5,373,123 یں م 2025 لاس رکوہ مک ےس ئے ور6,517,965

:ناصقن صلاخ

ئی وہ یں م 2024 لاس ہک وج ،ہے ایک رہاظ ناصقن صلاخ اک 54,048,786 ئے ور دعب ےک سکیٹ یں م 2025 لاس نی نی پمک

ہیامرس زاجم ہجو یڑب یک فی اضا سا یں م ناصقن صلاخ ۔ہے ہدایز ےس ناصقن صلاخ ےک 22,623,294 ئورے ےلاو

۔یں ہ ربارب ےک یی ں لم 43.86 ئے ور وج ،یں ہ تاجارخا قلعتم ےس فی اضا یں م (Authorized Capital)

:ےرصبت ےک ہیماظتنا رپ سا روا ٹروپر ٹڈآ

نے گ ئے ارک لوذبم ہجوت بناج یک 1.3 ٹون یں م سج ،ہے یک لماش "Emphasis of Matter" یں م ٹروپر نی پا نی زتر یڈآ یک ناصقن صلاخ ےک یی ں لم 54.048 ئے ور ےک لاس یلام ےلاو ئی وہ متخ وک 2025 نوج 30 لاس ےک نی پمک یں م ٹون سا ۔ہے ثعاب ےک ئی رک جراچ یں م نر اھک ےک ناصقن و عفانم وک سیف یک ہیامرس زاجم رپ روط یداینب وج ،ہے نے گ یک تحاضو نی نی پمک ،مہات۔یں ہ یے گوہ یی ں لم 104.28 ئے ور رک ھڑب یھب (Accumulated Losses) تاناصقن ہدش عمج ےک نی پمک۔اوہ یک ڈروب ،یروظنم یک دادرارق یک فی اضا یں م ہیامرس زاجم یں م نج ،یں ہ یں ک تامادقا ددعتم یں ل ےک نی انب تر ہب تلاح یلام نی پا

ہوالع ےک سا ۔یں ہ لماش طختسد رپ ےدہاعم یں ل ےک لوصح ےک زلم رگوش میئیس نملا روا ،(Restructuring) ون مِیظنت

۔ہے اید رک لقتنم فرط یک ںویراک ہیامرس سکوف یرابوراک انپا نی نی پمک

زٹر کیرئاڈ فآ ڈروب

:یں ہ نے گ یک ںایلیدبت لیذ جرد یں م لیکشت یکزتر کیرئاڈ فآ ڈروب نارود ےک 2025 نوج 30 ہدش متخ لاس

زٹر یڈآ

ﺮﺋﺎﮣ�ر ﺮﭘ مﺎﺘﺘﺧا 3 ﮓﻨ�ﯿﻣ ل�. ﺟ ﮧﻧﻻﺎﺳ ﺲ�ﻨ�ﻧؤﺎ�ا ڈﺮﮢرﺎﭼ ،�. ﭙﻤ� ﮉﻨﯾای یﺮﻔﻌﺟ قﺎﻔﺷا ﺮﻔﻇ ﺪ��ﻧ ز��ﻣ ،ز�& ﯾڈآ ەدﻮﺟﻮﻣ

& . . .

ی

ﻮہ ﻞﮨا �� ﻟ 3 یرﺮﻘﺗ ەرﺎ�ود ﺮﭘ رﻮﻃ 3 ز�ﯾڈآ �و�� ﺑ �� ﻟ 3 لﺎﺳ �او �ﻮہ ﻢﺘﺧ ﻮﮐ 2026 نﻮﺟ 30 روا ،3 �. � ﺋﺎﺟ ﻮہ

۔3 �� ﺋﺎﺟ

نایب اک کرو میرف گنٹروپر نی ایلام روا ٹیروپراک

ی

نر یوکیا روا ؤاہب دقن ،یکدرکراک جِئاتن ،روما یلام ےک نی پمک تانایب یلام ہدرک رایت ےس بناج یک ہیماظتنا ےک نی پمک

؛یں ہ ئر رکرہاظ رپ روط تسرد وک ںویلیدبت یں م a

؛یں ہ نے گ یھکر رارقرب بتک یک سٹنؤاکا ہدعاقاب یک نی پمک

نی یمخت گنٹنؤاکا روا ہے ایگ ایک ذفان رپ روط لقتسم یں م یرایت یک تانایب یلام وک تی ں سیلاپ گنٹنؤاکا بسانم c ؛یں ہ نی بم رپ ںولصیف طاتحم روا لوقعم

؛ہے ایگ ایانپا یں م یرایت یک تانایب یلام وک تارایعم گنٹنؤاکا یماوقالا یی ں ب ذفان یں م ناتسکاپ ؛ہے ایگ ایکتر ینام و ذفان رپ روط رثؤم روا ہے طوبضم ےس ظاحل ےک نئازیڈ ماظن اک لوتر نک ئی وردنا

43.8 سیف ہیامرس زاجم رپ روط یداینب وج ،ہے ےس ہجو یک ناصقن ےک لاس ٹون "نرسنک گناِوگ" اک زتر یڈآ

رپ داینب یک "نرسنک گناِوگ" تانایب یلام ۔اوہ ےس ہجو یک ئی وہ جراچ یں م ٹنؤاکا ناصقن و عفانم ےک ئے ور یی ں لم f

؛یں ہ یے گ یں کرایت

جرد یں م تی ی شیلوگیر گنٹسل ہک اسیج ،اوہ یں ہن فارحنا ںایامن ئے وک ےس ںولوصا نیتر ہب ےک سننروگ ٹیروپراک

ایگ ایک رہاظ یں م نایب ےک لیمعت یک قالخا ہطباض ےک سننروگ ٹیروپراک ےسا یں م تروص یک انثتسا یسک ،ہے ؛ہے

۔ہ ایگ ایک ہصالخ وکرامش و دادعا ئر ایلام روا گنٹیرپآ یدیلک ےک ںولاس سد ہتشزگ

:ہے لیذ جرد یضی اح یکتر کیرئاڈ رہ ۔ئے وہ دقعنم سالجا چناپ ےک زتر کیرئاڈ فآ ڈروب نارود ےک لاس

دادعت یک ںوسالجا ےلاو ئ· وہ ض· اح مان ےک زٹر کیرئاڈ

5 رونا میعن تر سم

1 ناخ تبحم تر سم

1 ناخ رہاظ تر سم

2 یلع دمحم تر سم

5 دازہش لضفا ۔میا تر سم

ٰ ر

5 یہلا لیہس تسم

5 مظعا ابص ہمتر حم

۔نے گ یکروظنم نر ھچ یک یضی اح تں غ یں ہنا ،ےکس رک یں ہن تکرسی یں م ںوسالجا ضعب ےک ڈروب وج زتر کیرئاڈ ہو

؛ہے ایگ ایک کلسنم نتر یپ اک گنڈلوہ تے یش i

۔یں ہ ےدیرخ تے یش ئے وک ےک نی پمک نی تر کیرئاڈ ےرسود یسک یہ ہن روا رسیفآ وٹکیزگیا فیچ وت ہن j

راہظا اکرکشت

،ںوکنیب ،ںورادا ئر ایلام ،ںومکحم / ںورادا یراکرس فلتخم ،تموکح نر سایر ہو ہک ہے اتہاچ انرک راہظا اک رما سا ڈروب رازگ رکش رپ روط یلد یں ل ےک نواعت روا دامتعا یے گ یں کرپ نی پمک ےس بناج یک ںوراک ہیامرس ےک نی پمک روا زرئالپس ،یی ں فراص یک نا ئے وہ ئر رک فاتر عا اک تامدخ کھتنا روا ہناصلخم یلاو نی اج ید ےس بناج یک یی ں مزالم ےک نی پمکزتر کیرئاڈ ےک پآ۔ہے ۔یں ہ ئر رک ئی ادردق

۔یک مہارف تیامح لسلسم وک ہیماظتنا نی ںوہنج یں ہ رازگرکش یھب ےک زرڈلوہ تے یش ززعم نی پا مہ

ےس بناج یک ڈروب

یلع دمحم رونا میعن ٹر کیرئاڈ رسیفآ وٹکیزگیا فیچ

چ ارک

2025 ،تر مون 5 :خ••••یرات

GENDER PAY GAP STATEMENT

under SECP Circular 10 of 2024

Bawany Air Products Limited (BAPL) is committed to cultivating a fair and equitable workplace. Our commitment to Diversity, Equity, and Inclusion (DE&I) is central to our talent acquisition and employee engagement strategies, strengthen our diverse talent pipeline, and reinforce our foundational commitment to building an inclusive organization where every employee can thrive.

The gender pay gap on an overall basis for the year ended June 30, 2025, is as under:

• Median Gender Pay Gap is -100%.

• Mean Gender Pay Gap is -100%

The remuneration philosophy at BAPL does not differentiate based on gender. Employee remuneration is determined based on several factors, including professional experience, tenure, education, job role, performance, market dynamics and geographical location.

Naim Anwar

Chief Executive Office

Karachi

November 05, 2025

VISION

MISSION

Our mission is to be a dynamic, professional and growth oriented organization and to always strive for excellence by making quality investments with focused strategy.

STATEMENT OF ETHICS AND BUSINESS PRACTICES

We the directors and staff members of Bawany Air Products Limited adhere to the best practices of business and ethics based on the following principles:

1. Respect of individuals.

2. Fair business practices.

3. Company with all the regulatory requirements and laws of the country.

4. Transparency in transaction and following proper, acceptable accounting procedures as approved by international and national standards and regulations.

5. Anticipate integrity, honesty and responsibility from all the employees in doing business.

6. Safeguarding and proper use of Company's assets.

7. Avoid political affiliations and contributions.

Statement of Compliance with

Listed Companies (Code of Corporate Governance) Regulations, 2019

BAWANY AIR PRODUCTS LIMITED FOR THE YEAR ENDED JUNE 30, 2025

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

1. The total number of directors are seven (7) as per the following:

   1. Male: 6

   2. Female: 1

2. The composition of board of directors is as follows:

   Category	Names
   Independent Directors	Mr. Mohabat Khan Ms. Saba Azam
   Chief Executive Officer	Mr. Naim Anwar
   Non - Executive Directors	Mr. Zahir Khan Mr. Muhammad Ali Mr. M. Afzal Shehzad Mr. Suhail Elahi

   The independent director meets the criteria of independence as laid down under the Code, Regulations and Companies Act, 2017.

   It is mandatory for every listed company to have at least two or one-third of the Board members as independent directors. Since the Company has only two independent directors on the approved list, therefore the company has opted to have only two directors which is in compliance with the CCG requirements.

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

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

5. The board has developed a vision/mission statement, overall corporate strategy and significant policies of the Company. A complete record of particulars of significant policies along-with the dates on which they were approved or amended has not been maintained, however, the Board is in the process of developing the said policies

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

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

   meeting of board.

8. The board of directors has a formal policy and transparent procedures for remuneration of directors in accordance with the Act and the Regulations.

9. One of the directors who has long experience has been exempted from the training by the commission. All other directors who have been newly appointed will undertake the director training program once the restructuring of the company is completed.

10. There was no new appointment of Chief Financial Officer (CFO) or Company Secretary or Head of Internal Audit during the year.

11. CEO and CFO have duly endorsed the financial statements before approval of the board.

12. The board has formed the following committees comprising of the members given below:

    1. Audit Committee

       Ms. Saba Azam Chairperson

       Mr. Mohabat Khan Member

       Mr. Muhammad Ali Member

    2. HR Remuneration & Nomination Committee

    Mr. Naim Anwar Chairman

    Mr. Muhammad Ali Member

    Ms. Saba Azam Member

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

14. The frequency of meetings of the committees were as per the following basis:

    1. Audit Committee - Quarterly basis

    2. HR Remuneration & Nomination Committee - Annual basis

15. The board has not set up an effective internal audit function and its members are not considered suitably qualified.

16. The statutory auditors of the company have confirmed that they have been given a satisfactory rating under the quality control review program of the ICAP and registered with Audit Oversight Board of Pakistan, that they and their partners are in compliance with International Federation of Accountants (IFAC) guidelines on code of ethics as adopted by the ICAP and that they and the partners of the firm involved in the audit are not close relative (spouses, parent dependent and non-dependent children) of the Chief Executive Officer, Head of Internal Audit, Company Secretary, CFO and Director of the Company.

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

18. The board has been recently re-constituted and as the company is undergoing restructuring scheme, the board will get over the period awareness of both current and emerging sustainability /ESG-related risk and opportunities, and it consistently monitors and oversees the organization's progress in achieving its set goals in these areas.

19. We confirm that all other requirements of the Regulations 3, 6, 7, 8, 27, 32, 33 & 36 of Regulations have been complied with.

20. Explanations for non-compliance with requirements, other than regulations 3, 7, 8, 27, 32, 33 & 36 (non-mandatory requirements) are below:

MUHAMMAD ALI NAIM ANWAR

Director Chief Executive Officer

Dated: November 05, 2025

Independent Auditor's Review Report to the members of Bawany Air Products Limited on the Statement of Compliance contained in Listed Companies (Code of Corporate Governance) Regulations, 2019

We have reviewed the enclosed Statement of Compliance with the Listed Companies (Code of Corporate Governance) Regulations, 2019 (the Regulations) prepared by the Board of Directors of Bawany Air Products Limited (the Company) for the year ended June, 30 2025 in accordance with the requirements of regulation 36 of the Regulations.

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

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

The Regulations require the Company to place before the Audit Committee, and upon recommendation of the Audit Committee, place before the Board of Directors for their review and approval, its related party transactions and also ensure compliance with the requirements of Section 208 of the Companies Act, 2017. We are only required and have ensured compliance of this requirement to the extent of the approval of the related party transactions by the Board of Directors upon recommendation of the Audit Committee.

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

Further, we highlighted below instances of non-compliance with the requirements of the Regulations as reflected in the note/paragraph reference where it is stated in the Statement of Compliance."

Chartered Accountants

Engagement Partner:

Karachi

Dated : November 06, 2025 UDIN : CR2025105320t1h3NxJ2

KEY OPERATING AND FINANCIAL DATA FOR THE DECADE

BAWANY AIR PRODUCTS LIMITED PATTERN OF CERTIFICATE HOLDING - FORM "34" SHAREHOLDERS STATISTICS AS AT JUNE 30, 2025

BAWANY AIR PRODUCTS LIMITED

Categories Shareholders as on June 30, 2025

S. No. Categories Shareholders Shareholders Shares Held Total

1 Directors, Chief Executive office and their spouse(s) and minor

7 4,000

Shareholders Holding 10% or More In The Company

Number of %

Shares

WEAVERS PAKISTAN (PRIVATE) LIMITED 2,181,394 29.08

INDEPENDENT AUDITORS' REPORT

TO THE MEMBERS OF BAWANY AIR PRODUCTS LIMITED

Report on the Audit of the Financial Statements Qualified Opinion

We have audited the annexed financial statements of Bawany Air Products Limited (the Company),

which comprise the statement of financial position as at June 30, 2025, the statement of profit or loss, the statement of other comprehensive income, the statement of changes in equity, the statement of cash flows for the year then ended, and notes to the financial statements, including a summary of material accounting policy information and other explanatory information and we state that we have obtained all the information and explanations which, to the best of our knowledge and belief, were necessary for the purposes of the audit, except for the matter discussed in basis for qualified opinion.

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

Basis for Qualified Opinion

As disclosed in Note 8 to the financial statements, the Company has provided advance of Rs. 3,174,110,000 to Al-man Seyyam Sugar Mills (Private) Limited (ASSML) for working capital and project completion of ASSML. This advance was funded by share deposit application money received in advance from Weavers Pakistan (Private) Limited (WPPL), major shareholder of the Company, for the purpose as given in right offer document. However, we were unable to obtain sufficient appropriate audit evidence to verify the nature, terms, conditions, and recoverability of this advance, as there is no formal agreement between the Company and ASSML outlining the repayment terms and other conditions for this advance.

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

Material Uncertainty Relating to Going Concern

We draw attention to notes 1.2 and 1.3 to the financial statements, which indicate that the Company incurred a net loss of Rs. 54,048,786 and has net negative operating cash flows during the year and has also not generated any operational revenue in recent years. As stated in note 1.2 these events or conditions along with other matters as described therein indicate that a material uncertainty exists that may cast significant doubt on the company's ability to continue as going concern. Our opinion is not modified in respect of this matter.

Key Audit Matter(s)

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of the current year. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. Except for the matters described in Basis for Qualified Opinion and Material Uncertainty Related to Going Concern, there are no Key Audit Matters to be communicated in our report.

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

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

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

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated.

If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Responsibilities of Management and Board of Directors for the Financial Statements

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

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

Board of directors are responsible for overseeing the Company's financial reporting process.

Auditor's Responsibilities for the Audit of the Financial Statements

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

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

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

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

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

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

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

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

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

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

Report on Other Legal and Regulatory Requirements

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

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

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

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

4. no zakat was deductible at source under the Zakat and Ushr Ordinance, 1980 (XVIII of 1980).

Other Matter

The annual financial statements of the company for the year ended June 30, 2024 were audited by another firm of chartered accountants, whose audit report date October 7, 2024 expressed an unmodified opinion on the aforementioned financial statements.

The engagement partner on the audit resulting in this independent auditor's report is Ahsan Elahi Vohra

Chartered Accountants

Karachi

Date : November 06, 2025 UDIN : AR202510532usylSbVFJ