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

BRR Guardian Limited 2025

Contents Page

Corporate Information 3

Mission Vision and Overall Corporate Strategy 4

Organogram 5

Notice of Annual General Meeting 6

Chairman's Review Report 18

27

Directors' Report 19

Statement of Compliance with the Code of Corporate Governance 34

Shariah Review Report 37

Shariah Auditors' Report 39

Auditors' Review Report 42

Auditors' Report to the Shareholders 43

Statement of Financial Position 47

Statement of Profit or Loss 49

Statement of Comprehensive Income 50

Statement of Cash Flows 51

Statement of Changes in Equity 53

Notes to the Financial Statements 54

Contents Page

104

Directors' Report to the Consolidated Financial Statements 96

Auditors' Report to the Shareholders 111

Consolidated Statement of Financial Position Consolidated Statement of Profit or Loss Consolidated Statement of Comprehensive Income Consolidated Statement of Cash Flows Consolidated Statement of Changes in Equity Notes to the Consolidated Financial Statements Pattern of Shareholding

Additional Information

Dividend / Share Claim form Form of Proxy

Financial Summary

115

117

118

119

121

122

162

164

165

166

168

CORPORATE INFORMATION

Chairperson Ms. Hamida Dawood

Chief Executive Mr. Ayaz Dawood

Directors Ms. Hamida Dawood Mr. Ayaz Dawood

Mr. Waqas Anwar Qureshi Mr. Amer Maqbool

Mr. Ghazanfar-ul-Islam Mr. Junaid Sakhi

Mr. Muhammad Ali Ayaz Dawood

Audit Committee Mr. Waqas Anwar Qureshi - Chairman

Mr. Muhammad Ali Ayaz Dawood - Member Mr. Amer Maqbool - Member

Shariah Advisor

Chief Financial Officer

Mufti Muhammad Aqeel Syed Tariq Masood

Company Secretary Mr. Tahir Mehmood Head of Internal Audit Abdul Rahman Subhan

Auditors Crowe Hussain Chaudhury & Co. Chartered Accountants Shariah Auditors S.M. Suhail & Co. Chartered Accountants

Legal Advisor Malik & Malik Law Associates

Bankers

Web-site

Registered Office & Head Office

Registrars

Al-Baraka Bank (Pakistan) Limited Habib Metropolition Bank Limited

https://www.firstdawood.com/brrgl

20th Floor BRR Tower, Hassan Ali Street, off: I. I. Chundrigar Road, Karachi-74000.

Tel No. : 92 (21) 32602401-6 and 32270181-6

Email : brr@firstdawood.com

F.D. Registrar Services (Pvt.) Limited

Suit 1705 - A. 17th Floor, Saima Trade Tower,

I.I. Chundrigar Road, Karachi.

Tel No. (92-21) 32271905-6 (92-21) 32213243

E-mail: info@fdregistrar.com complain@fdregistrar.com fdregistrar@yahoo.com

Branch Offices Office No. 405 4th Floor, 55-B, ISE Tower Jinnah Avenue, Islamabad

Security Vault

G-187, Block-2, Shahrah-e-Quaideen, PECHS Karachi-754000

MISSION & VISION

BRR Guardian Limited being a listed company at Pakistan Stock Exchange (PSX), our mission is crystal clear. We are fully committed to being the most prominent in the field of real estate development management & marketing company in Pakistan. Our vision is underpinned by a steadfast commitment to offering innovative and sustainable solutions to our valued customers. We are passionate about delivering high-quality properties that precisely align with our customers' needs and exceed their expectations. We believe that our success should always be rooted in integrity, and we are determined to ensure that all of our business practices are ethical and transparent at all times.

OVERALL CORPORATE STRATEGY

To become a market leader through:

( i ) maintaining highest standards of integrity and honesty; ( ii ) strict adherence with Sharia principles;

( iii ) making improvement in every department a process through education and professional development with latest innovations through awareness techniques;

( iv ) providing opportunities to employees for career development and rewarding them according to their caliber;

( v ) safeguarding the interests of certificate holders while providing best possible returns;

( vi ) building a long lasting relationship with the customers by suggesting the most suitable Islamic product for their needs at competitive rates;

( vii ) practical and conservative judgment of risks.

4

ORGANOGRAM

Board of Directors

Company Secretary Chief Executive Officer Audit Committee

Shariah Compliance

Internal Audit Department

Administration & HR

Finance / Accounts

Marketing / Operations

Recovery Department

Risk Management

Information Technology

NOTICE OF 3RD ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the 3rdAnnual General Meeting of the shareholders of BRR Guardian Limited "the Company" will be held on Thursday November 27, 2025 at 5:30 PM at Ground Floor BRR Tower Hassan Ali Street Off: I.I. Chundrigar Road, Karachi-74000 to transact the following business;

ORDINARY BUSINESS:

1. To confirm the minutes of the last General Meeting of the Company.

2. To receive, consider and adopt the Audited Financial Statements of the Company (Standalone and Consolidated) for the year ended June 30, 2025 together with the Director's and Auditor's Report thereon.

3. To approve, as recommended by the Board of Directors, the payment of final cash dividend of Re. 0.5 per share

   i.e. 5%

4. To elect the Seven (7) Directors of the Company as fixed by the Board of Directors. The following are the retiring directors and are eligible to offer themselves for re-election.

   1. Ms. Hamida Dawood

   2. Mr. Ayaz Dawood

   3. Mr. Muhammad Ali Ayaz Dawood

   4. Mr. Waqas Anwar Qureshi

   5. Mr. Amer Maqbool

   6. Mr. Junaid Sakhi

   7. Mr. Ghazanfar-UL-Islam

5. To appoint auditors and fix their remuneration for the year ending June 30, 2026. The present Auditors M/s. Crowe Hussain Chaudhry & Co, Chartered Accountants, shall retire and being eligible, offered themselves for re-appointment.

   SPECIAL BUSINESS:

6. To consider and if thought fit, pass with or without modification, The following resolutions as proposed special resolutions to amend the Memorandum of Association to include in its object clause that the company will act in accordance with Shariah vide SECP Shariah Compliance Certificate No. SECP/IFD/SCC/BRRGL/024 dated May 30, 2025 and To amend Article of Association to create, offer, issue and allot shares under BRR Guardian Limited Employees Stock Option Scheme 2025 (the ESOS Scheme) under Companies (Further Issue of Capital) Regulations, 2020.

   PROPOSED SPECIAL RESOLUTIONS:

   RESOLVED THAT New sub-clause (iA) in Memorandum of Association be and is hereby added/amended and "read as under"

   (iA) The Company will act in accordance with Shariah Rules and Principles.

   RESOLVED THAT New sub-article (19.1) in Article 19 be and is hereby added in Article of Association and "read as under"

   19.1 The Company may, by Special Resolution, reserve certain percentage of further issue for its employees under Employees Stock Option Scheme.

   RESOLVED THAT pursuant to section 83 and 83 (a) of the Companies Act, 2017 (the Act) read along with regulation 7 of the Companies (Further Issue of Capital) Regulations, 2020 and Memorandum and Articles of Association of the Company, approval of the members be and is hereby accorded to the Board of Directors of the Company, for setting aside of I0% of the shareholders Equity/Paid-Up Capital as Stock Options to be awarded to the employees, from time to time, as a mechanism to attract, retain and motive them to realize the stated business goals as per the Scheme.

   FURTHER RESOLVED THAT pursuant to section 83 and 83 (a) of the Companies Act, 2017 (the Act) read along with regulation 7 of the Companies (Further issue of Capital) Regulations, 2020 and Memorandum and Articles of Association of the Company, approval of the members be and is hereby accorded to the Board of Directors of the Company, to issue, offer and allot to eligible employees of the Company, options exercisable into equity shares of the Company of nominal value of Rs. 10 each upto 9,500,849/- shares under BRR Guardian Limited Employees Stock Option Scheme 2025 (the ESOS scheme) as per law.

   RESOLVED FURTHER THAT pursuant to section 83 and 83 (a) of the Act read with regulation 5 of the Companies (Further Issue of Capital) Regulations, 2020, the Company be and is hereby authorized to raise further paid - up capital and issue, up to 10% of the paid-up Capital i.e. 9,500,849/-further ordinary shares of PKR. 10/- each, without issue of right shares to its employees under the ESOS Scheme at the price mentioned in above resolution.

   RESOLVED FURTHER THAT the Board be and is hereby authorized to make modifications in the Scheme including in any ancillary documents thereto, as it may deem fit, from time to time in its absolute discretion in conformity with the provisions of the Act, the memorandum of association and articles of association of the Company and any other applicable laws.

   Statement under section 134(3) of the Companies Act, 2017 pertaining to the special businesses is annexed

7. Any other business with the permission of the Chair.

As required under section 223(7) of the Companies Act, 2017 and pursuant to the S.R.O. 389(I)/2023 dated 21 March 2023 issued by the Securities and Exchange Commission of Pakistan (SECP), the annual report of the Company for the financial year ended 30 June 2025 has been uploaded on the Company's website which can be downloaded accessing the following link and QR Code:

https://firstdawood.com/brrgl/wp-content/uploads/2025/10/Jun_2025.pdf

QR CODE

Karachi November 4,2025

By Order of the Board

Tahir Mehmood

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) Transfer received to our Share Registrar FD Registrar Services (Pvt.) Ltd at 1705, 17thFloor, Saima Trade Tower-A I.I. Chundrigar Road, Karachi before the close of business hours on November 20, 2025 will be treated in time for the purpose of above entitlement.

2. Any member who seeks to contest an election to the office of director shall, whether he is a retiring director or otherwise, file with the company, not later than fourteen days before the date of the meeting at which elections are to be held, a notice of his/her intention to offer himself/herself for election as a director in terms of section 159(3) of the Companies Act, 2017.

3. A member entitled to attend and vote at this meeting may appoint a proxy to attend and vote on his/her behalf. No person other than a member shall act as proxy. Proxy forms, in order to be effective, must be received at the Registered Office, duly stamped and signed not less than 48 hours before the meeting.

4. Members are requested to notify any change in their addresses immediately to the Share Registrar of the Company. Members having shares in their CDC accounts are required to have their addresses updated with their respective participants.CDC account holders will have to follow the under mentioned guidelines as laid down by the Securities & Exchange Commission of Pakistan:

   1. For attending the Meeting:

      1. In case of individuals, the account holders or sub-account holders and / or the persons whose shares are in group accounts and their registration details are uploaded as per CDC Regulations shall authenticate their identity by showing their computerized National Identity Card (CNIC) or original passport at the time of attending.

      2. In case of corporate entities, the Board of Directors resolution / power of attorney with specimen signature of the nominees shall be produced (unless it has been provided earlier).

   2. For Appointing Proxies:

      1. In case of individuals, the account holders or sub- account holders and or / persons whose shares are in group accounts and their registration details are uploaded as per CDC regulations, shall submit the proxy form accordingly.

      2. The proxy form shall be witnessed by two persons whose names, addresses and CNIC numbers shall be mentioned on the form.

      3. Attested copies of CNIC or the passport of the beneficial owners and the proxy shall be furnished with the proxy forms.

      4. The proxy shall produce their original CNIC or original passport at the time of the meeting.

      5. In respect of corporate entity, the Board of Directors Resolution / power of attorney with specimen signatures be produced at the time of meeting on behalf of entity.

5. Participation in the Annual General Meeting proceeding via video conference facility :

   Members are encouraged to attend the AGM proceedings via video-conferencing facility, which shall be made available by the Company. All Shareholders / Members interested in attending the AGM, either physically or through video-conferencing facility are requested to register their Name, Folio Number, Cell Number, CNIC /

   Passport number at e-mail brrgl_corp@firstdawood.com Confirmation email for physical meeting or video link and login credentials will be shared with only those Shareholders whose registration are received at least 48 hours before the time of AGM. Shareholders can also provide their comments and questions for the agenda items of the AGM at the email address brrgl_corp@firstdawood.com

6. Electronic Transmission of Financial Statements and Notices:

   Pursuant to Notification vide SRO 787(I) / 2014 of September 08, 2014, and In compliance with section 223(6) of the Act, 2017 the SECP has directed to facilitate the members of the company receiving annual financial statements and notices through electronic mail system (e-mail). We are pleased to offer this facility to our members who desire to receive annual financial statements and notices of the company through mail. In this respect members are requested to convey their consent via email on a standard request form which is available at the company website at https:/ https://www.firstdawood.com/brrgl

7. Replace physical share with book-entry form:

   In terms of section 72 of the Companies Act, 2017 every company having share capital, is required to have shares in book-entry form and every existing company is required to replace its physical shares with book-entry form. A period of four years was prescribed in the Act for implementation of this provision, the deadline was May 31, 2021 and therefore all members are requested to approach our share registrar to replace its physical shares with book-entry form.

8. Reminder to the shareholders for submission of bank account details/IBAN (E-Dividend):

   As per Section 242 of the Companies Act, 2017, any dividend payable in cash shall only be remitted through electronic mode directly into the bank account designated by the entitled shareholders. Therefore, through this notice, all shareholders whose shares are physical or book entry form are once again requested to update their bank accounts details which are as under :

   Name of Shareholder
   Folio No./CDC Account No.
   Title of the Bank Account
   IBAN Bank Account Number
   Bank's Name
   Branch Name and Address
   Cell Number of the
   Shareholder if any,
   Land Line Number of the Shareholder if any,
   CNIC No. and NTN (Please attach copy)

   Signature of Shareholder(s)

   (Signature should agree with specimen signature registered with the Company)

   In case of physical shares, please provide bank account details to our Share Registrar, M/s. F.D Registrar Services (Pvt) Limited. Please ensure an early update of your particulars to avoid any inconvenience in future.

9. Deduction of Income Tax from Dividends under Section 150 of the Income Tax Ordinance, 2001 (Mandatory)

   1. The rates of deduction of Withholding Income Tax from dividend payments under the Income-Tax Ordinance, 2001 shall be as follows:

      Persons appearing in Active Taxpayers List (ATL) - 15%. Persons not appearing in Active Taxpayers (ATL) - 30%

      Non-resident u/s (111A), Part IV of Second Schedule (who have not provided withholding tax exemption certificate as per Tenth Schedule -10%

   2. To enable the Company to make tax deduction on the amount of cash dividend @ 15% instead of-30%, shareholders whose names are not entered into the Active Taxpayers' List (ATL) provided on the website of FBR, despite the fact that they are filers, are advised to immediately make sure that their names are entered in ATL, otherwise tax on their cash dividend will be deducted @ 30% instead of 15%.

   3. Persons not appearing in the Active Taxpayers' List: The rate of tax required to be deducted/collected, as the case may be, is increased by 100% (as specified in the Tenth Schedule to the Income Tax Ordinance, 2001).

   4. Withholding Tax will be determined separately on 'person names appearing on ATL/person names not appearing on ATL' status of Principal Shareholder as well as Joint holder(s) based on their shareholding proportions, in case of joint accounts.

   5. In this regard, all shareholders who hold shares jointly are requested to provide shareholding proportions of Principal Shareholder and Joint holder(s) in respect of shares held by them (only if not already provided) to our Share Registrar, in writing as follows:

      Company Name	Folio/CDS Account #	Total Shares	Principal Shareholder		Joint Shareholder
      			Name and CNIC #	Shareholding Proportion (No. of Shares)	Name and CNIC #	Shareholding Proportion (No. of Shares)

   6. The required information must reach our Share Registrar within 10 days of this notice; otherwise, it will be assumed that the shares are equally held by the Principal Shareholder and Joint Holder(s).

   7. As per FBR Circulars C. No.1 (29) WHT/2006 dated 30 June 2010 and C. No. 1 (43) DG (WHT)/2008? Vol. II 66417R dated 12 May 2015, the valid exemption certificate is mandatory to claim exemption of withholding tax U/S 150 of the Income Tax Ordinance, 2001 (tax on dividend amount) where the statutory exemption under clause 47B of part - IV of Second Schedule is available

      The shareholders who fall in the category mentioned in the above clause and want to avail exemption U/S 150 of the Ordinance, must provide a valid Tax Exemption Certificate to our Share Registrar before book closure otherwise tax will be deducted on dividend as per applicable rates.

   8. For any query/problem/information, the investors may contact the Company Secretary at phone: 021-32602401-3 and email address tmehmood@firstdawood.com and/or FD Registrar Services (Pvt.) Ltd. at phone 021?32213243 and email address: fdregistrar@yahoo.com.

   9. The corporate shareholders having CDC accounts are required to have their National Tax Number (NTN) updated with their respective participants, whereas corporate physical shareholders should send a copy of theirNTN certificate to the company or FD Registrar Services (Pvt.) Ltd. The shareholders while sending NTN or NTN certificates, as the case may be, must quote the company name and their respective folio numbers

10. Final Notice Under section 244(1) (b) of the Companies Act 2017

    Notice is hereby given that the dividends declared by BRRGL details whereof are appearing on the Company's Website i.e. https://www.firstdawood.com/brrgl have remained unclaimed for a period of more than 3 years from the date of their issue. In this regard, notices were sent by our Registrar namely F.D. Registrar Services (Pvt) Ltd by registered post on the last known addresses to the said shareholders advising them to submit their claims within 90 days to the Company The Company hereby invites the aforesaid shareholders to file their claims within 90 days to our Share Registrar at the aforesaid address, from the date of this Notice. In case no claim is received within the period mentioned herein, the Company shall be constrained to proceed for depositing the unclaimed dividend with the Federal government pursuant to the provision of Sub-Section (2) of Section 244 of the Companies Act, 2017 accordingly, if any.

11. Unclaimed Dividends (Important and Mandatory):

    Shareholders, who by any reason, could not claim their dividend are advised to contact our Share Registrar to collect / enquire about their unclaimed dividends, if any. Please note that any dividend unclaimed for more than three years shall be deposited with the Federal Government under section 244(2) of the Companies Act, 2017.

    The shareholders are hereby given a notice to claim any of their dividend within 90 days hereof thereafter the Company shall proceed with depositing the unclaimed dividend amount with the Federal Government as per the requirements of section 244 of the Companies Act, 2017. Claim form is annexed with the Annual Report 2025 and also available on the Company's website. https://www.firstdawood.com/brrgl

12. Submission of copies of CNIC not provided earlier:

    Individual shareholders are requested to submit a copy of their valid CNIC if not provided earlier to the Company's share Registrar.

13. Pursuant to Companies (Postal Ballot) Regulations, 2018 and read with Sections 143 and 144 of the Companies Act, 2017, Members will be allowed to exercise their right of vote through postal ballot, that is voting by post or through any electronic mode, in accordance with the requirements and procedure contained in the aforesaid Regulations. In accordance with the Regulation 11 of the Regulations, the Company has appointed M/s. S.M. Suhail & Co. Chartered Accountants a QCR rated audit firm, to act as the Scrutinizer of the Company for the election /special business to be transacted in the meeting and to undertake other responsibilities as defined in aforesaid Regulations.

    Procedure for E- Voting:

    1. Details of the e-voting facility will be shared through an e-mail with those members of the Company who have their valid CNIC numbers, cell numbers, and e-mail addresses available in the register of members of the Company by the close of business on November 20, 2025 by the e-voting service provider

    2. The web address, login details, will be communicated to members via email. The security codes will be communicated to members through SMS from web portal of the e-voting service provider.

    3. Identity of the Members intending to cast vote through e-Voting shall be authenticated through electronic signature or authentication for login.

    4. E-Voting lines will start from November 24, 2025 at 09:00 a.m. and shall close on November 26, 2025 at 5:00 p.m. Members can cast their votes any time in this period. Once the vote on a resolution is cast by a Member, he / she shall not be allowed to change it subsequently.

    PROCEDURE FOR E-VOTING & VOTING THROUGH POSTAL BALLOT:

    Pursuant to the Regulation 4 of the Companies (Postal Ballot) Regulations, 2018, the right to vote through electronic voting facility and voting by post shall be provided to the members if the number of persons who offer themselves to be elected is more than the number of directors fixed by board of directors of the Company. The members are hereby notified that pursuant to Companies (Postal Ballot) Regulations, 2018 amended through Notification vide SRO 2192(1)/2022 dated December 05, 2022 issued by the SECP. The SECP has directed all the listed companies to provide the right to vote through electronic voting facility and voting by post to the members on all businesses classified as special business and in case of election of directors, if the number of persons who offer themselves to be elected is more than the number of directors fixed under sub-section (1) of section 159 of the Act. Accordingly, members of BRR Guardian Limited (the "Company") will be allowed to exercise their right to vote through e-voting facility or voting by post for special business and the election of directors in its forthcoming Annual General Meeting to be held on Thursday November 27, 2025 at 5:30 PM in accordance with the requirements and subject to the conditions contained in the aforesaid Regulations.

14. Statutory Code of Conduct at Annual General Meeting Section 215 of the Companies Act, 2017 and Regulation 55 of the Companies Regulations 2024, state

    the Code of Conduct of Shareholders, as follows: Shareholders are not permitted to exert influence or approach the management directly for decisions which may lead to creation of hurdles in the smooth functioning of management. The law states that Shareholders shall not bring material that may cause threat to participants or premises where the Annual General Meeting is being held, confine themselves to the agenda items covered in the notice of Annual General Meeting and shall not conduct themselves in a manner to disclose any political affiliation or offend religious susceptibility of other members.

15. Prohibition on grant of gifts to Shareholders

Additionally, the Company is not permitted to distribute gifts in any form to its shareholders in its meetings as per Section 185 of Companies Act, 2017.

STATEMENT OF MATERIAL FACTS UNDER SECTION 166(3) OF THE COMPANIES ACT, 2017.

This Statement sets out the material facts pertaining to the Ordinary Business as described in the Notice of AGM of the Company.

Agenda Item 4

The term of office of the current directors of the Company will expire at AGM In accordance with Section 159(1) of the Act, the Board of Directors have fixed the number of Directors to be elected at seven (07) to hold the office of director for a period of three (3) years commencing from the date of the AGM. Independent Directors shall be selected in accordance with the provisions of the Act, the Listed Companies (Code of Corporate Governance) Regulations, 2019 and the Companies (Manner and Selection of Independent Directors) Regulations, 2018.

In order to safeguard the interest of the minority shareholders, any member can send his / her nomination for contesting the election

Any member who seeks to contest an election to the office of director shall, whether he is a retiring director or otherwise, file with the company, not later than fourteen days before the date of the meeting at which elections are to be held, a notice of his/her intention to offer himself/herself for election as a director in terms of section 159(3) of the Companies Act, 2017 and submit the following documents to the Company Secretary at 20th Floor, BRR Tower Hassan Ali Street Off: I.I. Chundrigar Road Karachi.

1. Notice of his/her intention to offer himself / herself for the election of directors as per Section 159(3) of the Act, and consent to act as a director on Form 9 as prescribed under the Act, and the Companies Regulations, 2024.

2. Any person contesting the election of directors must be a Member of the Company at the time of filing his / her consent unless such person is representing a Member which is not a natural person.

3. A signed declaration confirming that:

   1. He / she is aware of his/her duties and powers under the Act, the Listed Companies (Code of Corporate Governance) Regulations, 2019, the Rule Book of Pakistan Stock Exchange Limited, Memorandum and Articles of Association of the Company and other relevant laws and regulations.

   2. He / she is not ineligible to become a director of a listed company under the provisions of the Act, the Listed Companies (Code of Corporate Governance) Regulations, 2019 and other applicable laws/regulations.

4. A detailed profile along with his/her office address for placement on the Company's website as required under SRO 1196 (I)/2019 dated October 03, 2019.

5. Detail of other directorships held.

6. Copy of valid CNIC or Passport (in case of a foreign national) along with NTN and Folio Number / CDC Account or Sub Account number

7. The following additional documents are required to be submitted by the candidates intending to contest the election as an independent Director:

   1. Declaration of independence under Regulation 6(3) of the Listed Companies (Code of Corporate Governance) Regulations, 2019.

   2. Undertaking on non-judicial stamp paper that he/she meets the requirements of Regulation 4(1) of the Companies (Manner and Selection of Independent Directors) Regulations, 2018.

All the notices received of Independent Director shall be subject to due diligence by the Company as prescribed under Section 166 of the Act and of the Listed Companies (Code of Corporate Governance) Regulations, 2019.

The final list of candidates contesting the election will be circulated not later than seven (7) days before the date of the AGM in terms of Section 159(4) of the Act. The website of the Company will be updated with the required information and Directors' profile.

STATEMENT OF MATERIAL FACTS UNDER SECTION 134(3) OF THE COMPANIES ACT, 2017.

This Statement sets out the material facts pertaining to the Special Business as described in the Notice of the AGM of the Company.

Agenda item no. 6

To amend the Memorandum of Association to include in its object clause that the company will act in accordance with Shariah vide SECP Shariah Compliance Certificate No. SECP/IFD/SCC/BRRGL/024 dated May 30, 2025 and To amend Article of Association to create, offer, issue and allot shares under BRR Guardian Limited Employees Stock Option Scheme 2025 (the ESOS Scheme) under Companies (Further Issue of Capital) Regulations, 2020.

Further, the Employees Stock Option Scheme 2025 (the ESOS Scheme) is available at Registered Office of the Company.

No Directors have direct or indirect interest in the above said resolutions except upto the extent the shareholding of the Company.

Ballot Paper for Voting through Post

Ballot paper for voting through post for poll to be held at the Annual General Meeting of BRR Guardian Limited being held on Thursday November 27, 2025 at 5:30 PM at Ground Floor BRR Tower Hassan Ali Street Off: I.I. Chundrigar Road, Karachi-74000

Complete contact details, where ballot paper may be sent

Business Address: The Chairperson, BRR Guardian Limited-20th Floor, BRR Tower Hassan Ali Street Off: I.I. Chundrigar Road Karachi

Attention-Company Secretary

Designated email address: brrgl_corp@firstdawood.com at which the duly filled in ballot paper may be sent:

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);

Signature of shareholder(s) Place:

Date:

NOTES:

1. Duly filled postal ballot should be sent to the above mentioned address and email.

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 November 24, 2025 upto 3:00 PM 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.

6. Ballot Paper has also been placed on company's website at https://www.firstdawood.com/brrgl Shareholders may download the ballot paper from the website or use the original / photocopy published in the news paper

7. M/s. S.M. Suhail & Co, Chartered Accountants is appointed as Scrutinizer under Regulation 11(1)(b) of Companies Postal Ballot Regulations 2018 for the Special Business and in case of election of directors for the Notice of AGM. M/s. S.M. Suhail & Co, Chartered Accountants is the Statutory Auditors of BRR Guardian Limited and has necessary knowledge and experience to independently the scrutinize voting process

   Review Report by the Chairman on Board's overall Performance u/s 192 of the Companies Act 2017:

   Dear Shareholders,

   As required under the Listed Companies (Code of Corporate Governance) Regulations, 2019 an annual evaluation of the Board of Directors of BRR Guardian Limited is carried out. The purpose of this evaluation is to ensure that the Board's overall performance and effectiveness are measured and benchmarked against expectations in the context of the objectives set for the Company.

   I am delighted to present an overview of BRR Guardian Limited's performance for the fiscal year ending on June 30, 2025. Pakistan's macroeconomic landscape showed signs of modest recovery with fiscal consolidation, declining inflationary pressures, and improving reserves boosting investor confidence that resulted in 2.7% GDP growth for the fiscal year 2024-25 representing a rebound from the previous year's contraction. A major achievement was the surplus in the current account balance for the first time in years, driven by record growth in remittances. However, the growth was below the targeted 3.6% for the year and highlights ongoing structural challenges that require further attention. Key challenges persist such as weak demand, tariffs, the need for industrial upgrading, human capital investment and export diversification remain significant. Despite these hurdles, the Pakistan Stock Exchange has delivered strong returns in FY25, driven by improved economic indicators and renewed investor confidence. The KSE-100 index closed at 125,627 at the end of FY25, a significant increase from 78,445 at the end of FY24. We expect the record run on the PSX to continue.

   The company record strong financial results for the year ended June 30, 2025. Profit before taxation and levy grew by 45% times to PKR 784.343 million, while net profit grew by 45% times to PKR 648.636 million. Earnings per share (EPS) saw a substantial rise to PKR 6.83 from PKR 4.72 in the previous year, highlighting the company's focus on growth and shareholder value creation.

   The Board is fully aware of its responsibilities concerning the Corporate and Financial Reporting Framework and recognizes its strategic importance in achieving the Company's primary goals. We are dedicated to enhancing returns for our shareholders and other stakeholders, continuing to provide high-quality products and services to our esteemed customers.

   Sincerely,

   
   
   

   HAMIDA DAWOOD

   Chairperson

   DIRECTORS' REPORT

   On behalf of the Board of Directors of BRR Guardian Limited ('BRRG'), it gives us great pleasure to present to you the Annual Report and Standalone Audited Financial Statements for the year ended June 30, 2025.

   FINACIAL PERFORMANCE:

   Summary of the financial performance is given below:

   	June 30, 2025	June 30, 2024
   	.…... Rupees …....	.…... Rupees …....
   Profit Before Levy &Taxation	784,343,426	541,744,029
   Levy &Taxation	135,706,959	93,274,347
   Net profit for the year	648,636,467	448,469,682
   Earning per share	6.83	4.72

   The company delivered strong financial results for the year ended June 30, 2025. Profit before taxation and levy grew by 45% to PKR 784.343 million, while net profit grew by 45% to PKR 648.636 million. Earnings per share (EPS) saw a substantial rise to a record PKR 6.83 from PKR 4.72 in the previous year, highlighting the company's focus on growth and shareholder value creation.

   Dividend:

   The Board of Directors has recommended final cash dividend at the rate of 5% i.e. Rs. 0.50 per share for the year ended June 30, 2025.

   NATURE OF BUSINESS AND MARKET DYNAMICS:

   BRR Guardian Limited also known as BRRG is an emerging real estate development and marketing company with their head office located in heart of cosmopolitan city Karachi and develops property for rental purposes.

   The company is founded with a clear purpose to address the rapidly growing demand in the real estate sector of the country by offering innovative and sustainable solutions to its clients. As a company, BRRGL is unwavering in its commitment to delivering top-notch properties that are both high-quality and affordable, and which meet the diverse needs of its customers. BRR Tower on Hassan Ali Street Off: I.I. Chundrigar Road Karachi is our flagship project.

   BRR Security Vault

   The Company built a state of the art BRR Security Vault which was opened for business in July 1989. This custom built fort-like building on Shahrah-e-Quaideen, offers a unique blend of high security with a pleasant and friendly atmosphere within and around the building. The security vault has 4 floors of lockers in all sizes catering to business, commercial and individual clients alike.

   ECONOMIC REVIEW

   Pakistan's macroeconomic landscape showed signs of modest recovery with fiscal consolidation, declining inflationary pressures, and improving reserves boosting investor confidence that resulted in 2.7% GDP growth for the fiscal year 2024-25 representing a rebound from the previous year's contraction. A major achievement was the surplus

   in the current account balance for the first time in years, driven by record growth in remittances. However, the growth was below the targeted 3.6% for the year and highlights ongoing structural challenges that require further attention. Key challenges persist such as weak demand, tariffs, the need for industrial upgrading, human capital investment and export diversification remain significant. Despite these hurdles, the Pakistan Stock Exchange has delivered strong returns in FY25, driven by improved economic indicators and renewed investor confidence. The KSE-100 index closed at 125,627 at the end of FY25, a significant increase from 78,445 at the end of FY24. We expect the record run on the PSX to continue.

   STRATEGY FOR BUSINESS SUSTAINABILITY

   As our business strategy, we shall remain focused on following areas in FY 2025-2026:

   Renting out of properties to high rated customers.
   
   
   Enhance size of investment in sound, stable and dividend paying listed securities along with Sukuk and Musharaka based debt securities.
   
   

   CORPORATE GOVERNANCE AND FINANCIAL REPORTING FRAMEWORK

   As required by the Code of Corporate Governance, the directors are pleased to confirm that:

   The financial statements, prepared by the management of the Company, present fairly its state of affairs, the result of its operations, cash flows, and changes in equity
   
   
   Proper books of accounts of the Company and of its subsidiary have been maintained
   
   
   Chief Executive and Chief Financial Officer duly endorsed the financial statements before the approval of the Board;
   
   
   Appropriately accounting policies have been consistently applied in the 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 the preparation of financial statements and there have been no departures therefrom
   
   
   The system of internal control is sound in design and has been effectively implemented and monitored
   
   
   There are no significant doubts about the Company's ability to continue as a going concern
   
   
   There has been no material departure from the best practices of corporate governance as detailed in listing regulations
   
   

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

   TRADING / DEALING IN SHARES OF BRRG

   During the fiscal year, no trade in the Shares of the Company were carried out by the Directors, Chairperson, CFO, Company Secretary and their spouses and minor children except that the CEO has purchased 505,218 shares

   CODE OF CONDUCT:

   This is the Code of Conduct to which the company is committed voluntarily maintaining the highest standards of conduct and ethical behavior is a moral right and legal requirement that requires the personal commitment of every person associated/connected with the company. The Code of Conduct of the company indicates good business conduct that generally promote the qualities of honesty, fairness, consideration and enlightened professionalism.

   OUR CORE VALUES

   Be customer focused
   
   
   Bring a positive energy and attitude to everything you do
   
   
   Work hard, work smart, and always get the job done
   
   
   Be a team player stepping in to help whenever needed.
   
   

   Our recipe is quite simple. We take care of our customers, we bring a positive attitude and energy to everything we do by working harder and smarter, we always get the job done. And, through teamwork and collaboration, we have what it takes to be unstoppable!

   STAFF RETIREMENT BENEFITS:

   BRR Guardian Limited operates a Provident Fund scheme for all permanent employees. The value of investments as at June 30, 2025 is Rs.350.329 million.

   POST BALANCE SHEET EVENTS:

   No circumstances have arisen since the Balance Sheet date, which require adjustment to disclosure in the Financial Statements.

   TRANSACTION WITH CONNECTED PERSONS / RELATED PARTIES:

   All transactions between BRR Guardian Limited (BRRG) and connected person/related parties are carried at an arm's length basis except for those transactions whose justification has been recorded.

   AUDITORS:

   We would also like to apprise that on recommendation of Audit Committee, the appointment of Crowe Hussain Chaudhury & Co - Chartered Accountants have been recommended as the auditors of the company for the financial year 2025-26.

   KEY OPERATING AND FINANCIAL DATA:

   The Key Operating and Financial data has been presented with analysis summarized on the last page of our annual financial statements.

   RISK MANAGEMENT:

   Risk taking is an integral part of any business and is rooted in the philosophy of risk versus reward, (the higher the risk the greater the reward). Our fundamental objective is to maximize certificate's value, but this must be carried out in a clearly articulated risk tolerance framework. The Company has a robust risk management framework to identify, measure and mitigate business risks and opportunities. The company is susceptible to the following principal risks which are mitigated via specific policies and plans:

   Operational Risks

   Operational risks are those which hinder the entity from running its operations smoothly. Our main operational risks are:

   Taxation Regime:

   Significant measures in overall tax regime of Pakistan are required to rationalize tax laws and increase investors' confidence which may directly result in changed tax rates for companies and thereby affect company's profitability. We have paid Rs.37.48 million in taxes during the year.

   Economic Risk & Volatility:

   The country's overall economic situation due to possible adverse changes in Macro Economic / Political scenario may affect the business of the company and result in overdue and defaults. Further, changes in discount rates by State Bank of Pakistan and volatility of the Pakistan Stock Exchange (PSX) may also adversely affect the investment income of the company.

   Financial Risks

   Financial risks may cause financial loss to the company. Financial risk has been described in detail in the attached financial statements.

   Compliance & Regulatory Risk

   Non-compliance with applicable laws and regulations may result in imposition of penalties and other adverse legal action. Therefore a comprehensive and effective compliance function is in place and Company's Code of Conduct clearly defines expectations from its employees. The employees and business partners are encouraged to report compliance violations that they may encounter. Further, changes in law and regulations could have a material impact on the revenues and cost of doing business for the company.

   BOARD COMPOSITION & REMUNERATION

   Composition of the Board and the names of members of Board Committees are as follows: The total number of directors including the following:

   1. Male Six

   2. Female One

The composition including the following

1. Independent directors Mr. Waqas Anwar Qureshi Mr. Amer Maqbool

   Mr. Junaid Sakhi

2. Non-executive directors Mr. Ghazanfar-Ul-Islam

   Mr. Muhammad Ali Ayaz Dawood Ms. Hamida Dawood

3. Executive-director Mr. Ayaz Dawood and

4. Female-director Ms. Hamida Dawood

Audit Committee

Mr. Waqas Anwar Qureshi - Chairman Mr. Muhammad Ali Ayaz Dawood - Member Mr. Amer Maqbool - Member

Changes to the Audit Committee

Mr. Muhammad Ali Ayaz Dawood has been appointed as Member of Audit Committee in place of Mr. Ghazanfar-Ul-Islam during the period.

The Board of Directors has a formal policy and transparent procedures for remuneration of its directors in accordance with Companies Act 2017 and the Listed Companies (Code of Corporate Governance) Regulations 2019.

Independent and / or Non- Executive Director(s) may receive remuneration by way of fee for attending meetings of the Board or Committee(s) thereof as per Articles of Association of the Company. Details of directors remuneration is disclosed in detail in note 35 of the attached financial statements.

Board of Directors Meetings of the Company

The status of Board of Directors Meetings is as follows:

Audit Committee Meetings of the Company

The status of Audit Committee Meetings is as follows:

INTERNAL CONTROL AND AUDIT FUNCTION:

The Board is responsible for effective implementation of a sound internal control system including compliance with control procedures. At BRRG, Audit Committee has in-house Internal Audit Function, for wider functions and role identified as below:

1. Review accounting and internal control system

2. Review the economy, efficiency and effectiveness of operations (Value for Money Audits / VFM Audits)

3. Examining financial and operational information.

4. Assisting with the identification of significant risks.

Dedicated Internal Audit Function helps to accomplish its objectives by bringing a systematic, disciplined approach to evaluate and improve the effectiveness of risk management, control, and governance processes. It is a control which functions by examining and evaluating the adequacy and effectiveness of other controls.

HUMAN RESOURCE MANAGEMENT POLICIES & SUCCESSION PLANNING:

We are 'an equal opportunity employer' and the Management of BRRG is committed to induct talented professionals through a transparent and competitive process while complying with best legal and ethical practices that has prescribed in our Human Resource Policy.

Our employees are our biggest asset and we go to great lengths to facilitate them. The compensation and benefit policies are designed not only to keep the employees motivated but also to attract and retain the competent valued workforce.

Employees' career management is being managed in parallel lines through utilizing a multidimensional approach. Performance management and annual appraisal are important part of career management. The Limited provides training to various disciplines and with a view to extend support to the Accounting & Finance professional as part of our CSR program.

SUCCESSION PLAN:

Our management policy is not only to take on board talented & dedicated professionals but also grooms and develops their skills for future leadership roles.

At BRRG, we believe in empowering people by providing them challenging opportunities to enhance their potential and develop their abilities. Succession plan contain information on performance and potential. In many cases succession plan is prepared for possible moves of key personnel and therefore treated in a highly confidential manner.

CORPORATE SUSTAINABILITY:

At BRRG, we recognize that we have responsibilities not only towards our customers, employees and shareholders, but also the communities in which we operate.

We believe that a sustainable company must be consistently profitable, but not solely concerned with making a profit. Success for BRRG means providing our customers with the products and services they need and want, understanding and managing the impact we have on society and the environment, and investing in the future of our employees and the communities we serve. These measures help us to carry out our work in a way that is both commercially astute and ethically sound.

Further, The Board has already approved the Procurement and Administrative Policy and the Environmental, Sustainability Social and Governance (ESG) Policy along with Diversity, equity and inclusion (DE&I) in accordance with the (Code of Corporate Governance) Regulations, 2019 as amended through SRO 920 (1)/2024 dated 12th June 2024 including 10A Regulation.

The Board may address Sustainability Risks and opportunities for governance and oversight of sustainability risks and opportunities which includes the environmental, social and governance considerations within the company and approve the ESG-policy and DE&I regarding the assessment of sustainability related risks and to promote DE&I in the company and procurement policy, in compliance/ required under 10(A) of the Listed Companies (Code of Corporate Governance) Regulations, 2019

Further, ESG policy power and DE&I has been delegated to Audit Committee

Corporate Social Responsibility:

In an age in which environmental and social issues are top of mind for many consumers, businesses can no longer exist in a bubble. Today's shoppers aren't just looking for the best price and quality they expect the companies they patronize to do well with their money and make a positive impact on the world around them. To this end, many organizations are now making social responsibility a top priority.

Health, Safety & Environment

At BRRG, we are committed to maintain a safe and healthy working environment for our employees. Through our proactive approach, we ensured that occupational safety is upheld by relevant contract workforce through code of conduct contractors. We are confident that our office premises have proper electric wiring, installation of fire extinguisher, ready first aid to office inmates while maintaining smoking free environment.

BRRG has valid Takaful policies against all possible perils relating to the property. BRRG has also provided group family and health Takaful to all its employees against natural and incidental health related hazards.

PATTERN OFSHAREHOLDING

The pattern of Shareholding as on June 30, 2025 along with disclosure is annexed.

DIRECTORS' TRAINING PROGRAM:

The Board has arranged Directors Training program for the following. Mr. Waqas Anwar Qureshi Certified from ICMA

Mr. Ayaz Dawood Certified from PICG

Mr. Ghazanfar-Ul-Islam Certified from ICAP

Further, remaining directors of the company have been provided with copies of the Code of Corporate Governance, Rules, Company's Memorandum and Articles of Association, and all other relevant rules and regulations and hence are conversant of the relevant laws applicable to the Company its policies and procedures and provisions of memorandum and article of Associations and of their duties and responsibilities. and Company is in process of obtaining said certification in respect of remaining four directors

CONCLUSION / FUTURE PROSPECT:

We are closely watching the political scenario and our target is to continue to be profitable for our shareholders with the expectation of monetary easing we expect properties and equity to enhance in values.

On Behalf of the Board of Directors

BRR Guardian Limited

Ayaz Dawood

Amer Maqbool

Director

Chief Executive Officer

October 27, 2025 Karachi.

2025

648.636

6.83

4.72

784.343

2025-2026

350.329 2025

2025-26

39.79