DBCI | Dadabhoy Cement Industries Limited Transmission of Annual Report for the Year Ended 30 June 2025

CONTENTS

P A G E

COMPANY'S VISION & MISSION STATEMENT 1

COMPANY INFORMATION 2

NOTICE OF ANNUAL GENERAL MEETING 3

CHAIRMAN'S REVIEW 4

DIRECTORS' REPORT 5

STATEMENT OF COMPLIANCE WITH THE CODE 10

OF CORPARATE GOVERNANCE

FINANCIAL REVIEW OF SIX YEARS 13

REVIEW REPORT TO THE MEMBERS ON STATEMENT OF 14

COMPLIANCE WITH BEST PRACTICES OF CODE OF CORPORATE GOVERNANCE

AUDITOR'S REPORT TO THE MEMBERS 16

STATEMENT OF FINANCIAL POSITION 20

STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE 21

INCOME

STATEMENT OF CASH FLOWS 22

STATEMENT OF CHANGES IN EQUITY 23

NOTES TO THE FINANCIAL STATMENTS 24

PATTERN OF SHAREHOLDINGS 42

FORM OF PROXY 43

45THANNUAL REPORT

Vision Is recognized and accepted as leader in the country for manufacturing one of the best quality cement in Pakistan Mission

• To ha ve a diversified customer bas e

• To s erve the market through innova tion & creations

• To offer a high ra te of return to Sha reholders

• To create a good work environment for our emp loyees a nd faster tea m work & career develop ment

• To op erate ethically

• To s erve the country to achieve the national goals

45THANNUAL REPORT

COMPANY INFORMATION

BOARD OF DIRECTORS

Mr. Fazal Karim Dadabhoy Chief Executive

Mr. Danish Dadabhoy Chairman

Mr. Shahban Ali Mr. Jumma Baig

Mr. Mohammad Zaman Mr. Munir Hussain

Mr. Liaquat Hussain

CHIEF FINANCIAL OFFICER

Mr. Aslam Motan

COMPANY SECRETARY

Mr. Muhammad Rashid.

AUDITORS

M/s S.M. Suhail & Co., Chartered Accountants

LEGAL ADVISOR

Mr. Salim Thepdawala & Company

BANKER

Silk Bank Limited Bank Al Habib Limited

REGISTERED OFFICE

Noor Centre Office No.4, 2nd Floor Plot No. 30-C Ittehad Lane 12 Phase VII D.H.A, Karachi.

Tel : 021-35312004-9

URL : https://www.mhdadabhoy.com

SHARE REGISTRAR

Formerly M/s. Technology Trade (Pvt) Ltd. Dagia House, 241-C, Block 2, P.E.C.H.S. Off Shahrah-e-Quaideen, Karachi.

Telephone No. 43913 16-17, Fax No. 4391318

FACTORY

Nooriabad Deh Kalu Kohar, District Dadu (Sindh)

HUMAN RESOURCE & REMUNERATION COMMITTEE

Mr. Jumma Baig Chairman

Mr. Danish Dadabhoy Member

Mr. Fazal Karim Dadabhoy Member

AUDIT COMMITTEE

Mr. Shahban Ali Chairman

Mr. Liaquat Hussain Member

Mr. Munir Hussain Member

45THANNUAL REPORT

N O T I C E O F A N N U A L G E N E R A L M E E T I N G

Notice is hereby given that the 45thAnnual General Meeting of Dadabhoy Cement Industries Limited will be held on Tuesday the October 28th2025 at 03:00 p.m. at Plot# 28-30/C, Suite# 4, 2ndFloor, Noor Centre, Khayaban-e-Ittehad, Lane# 12, Phase-VII, DHA, Karachi, to transact the following business:

ORDINARY BUSINESS:

1. To read and confirm the minutes of 44thAnnual General Meeting (AGM) of the company held on October 28, 2024.

2. To receive, consider and adopt the Audited Accounts of the company for the year ended June 30, 2025 together with Directors and Auditors Reports thereon.

3. To appoint auditors for the year ending June 30, 2026 and fix their remuneration.

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

   Karachi. By Order of the Board

   October 07, 2025 Company Secretary

   Note:

   1. The Share Transfer Books of the company will remain closed from 21-10-2025 to 28-10-2025 (both days inclusive).

   2. A member entitled to attend, speak and vote at this meeting, may appoint another person as his / her proxy to attend, speak and vote on his / her behalf.

   3. Proxy forms in order to be effective, must be completed and received at the registered office of the company, duly stamped and signed not less than 48 hours before the meeting.

   4. All the members and the proxy holders need to verify their identity by showing original CNIC at the time of attending the meeting. In case of corporate entity, a certified copy of the resolution of the board of directors/ valid power of attorney having the same name and specimen signature of the nominee should be produced at the time of the meeting.

   5. The Financial Statement of the Company for the year ended June 30, 2025 will also be available at its official website:- https://www.mhdadabhoy.com

45THANNUAL REPORT

DADABHOY CEMENT INDUSTRIES LIMITED

REVIEW REPORT BY THE CHAIRMAN

I am pleased to inform that for the financial year ended June 30, 2025, the overall performance of the Board has been satisfactory. However, there will always be room for improvement. Although the Company has been going through rough times in the recent past, especially due to the current economic situation of the country the Board has coped up well and have shown to be effective to the best of their abilities. The Board of Directors of the Company received agendas and supporting written material including follow up materials in sufficient time prior to the board and its committee meetings.

Furthermore, exciting times lie ahead for the Company as diversification strategies are being explored which will eventually benefit our shareholders.

Danish Dadabhoy Chairman

Karachi - October 07, 2025

45THANNUAL REPORT

DIRECTORS' REPORT

In the name of Allah, the Most Merciful and the Most Benevolent

The directors of your company are pleased to present the Annual report and the audited financialstatementsfor the year ended June 30, 2025 together with the auditor's report thereon.

FINANCIAL POSITION AT A GLANCE

The Comparativefinancialresults of the company are summarized below:

June 30, June 30

2025 2024

--- (Rupees in '000) ---

Administrative expenses (25,156) (17,714)

Finance cost - -

Operating loss (25,156) (17,714)

Other charges (528) (531)

Other income 13,959 23,411

Profit / (Loss) before taxation (11,725) 5,166

Taxation (760) (293)

Profit after taxation (12,485) 4,873

Profit per share (0.13) 0.05

The Company continued to be in a loss position because operationally it continued to stay inactive.

PRINCIPAL RISKS AND UNCERTAINTIES

The Company is exposed to certain inherent risks and uncertainties. However, we consider the following as key risks:

• Re-structuring of the team to align with the new strategic direction of the Company.

• Exploring new ventures for diversification.

The Company is working with internal and external stakeholders to mitigate / reduce to acceptable level the likely impacts of the aforesaid risks.

45THANNUAL REPORT

BUSINESS PERFORMANCE HIGHLIGHTS

The Company's performance from a business viewpoint remained status quo this year and the focus was on preparing and developing a strong strategic and financial plan. We are confident that in the coming years, the Company's performance will see an upward growth.

CORPORATE SOCIAL RESPONSIBILITY

No significant activities were undertaken from the platform of the Company as far as CSR is concerned since the Company was not operationally active this year. However, in the coming years as the revenue grows, the management will allocate a certain percentage to multiple initiatives such as child education and health as we believe these are the two key areas which require the most attention of the corporate sector.

OBSERVATION OF THE AUDITORS

As regards the material uncertainty to continue as a going concern, we would like state that the management is focused on reviving the operations of the Company which is further elaborated in 'Future Outlook' section of this Report.

AUDITORS

The present Auditors, M/s. S.M Suhail & Co., Chartered Accountants, retired and being eligible have offered themselves for reappointment. Audit committee has recommended the reappointment.

REMUNERATION POLICY OF NON-EXECUTIVE DIRECTORS

Owing to the financial outlook of the Company, Non-Executive and Independent Directors of the Company have voluntarily waived their remuneration for attending the Board and Committee meetings of the Company.

PATTERN OF SHARES HOLDING

Pattern of shareholding as at June 30, 2025 required under the reporting framework is annexed.

FUTURE OUTLOOK

We are fully determined to move the Company from present situation and give a strong strategic direction to the Company.

In this regard, we have been corresponding with the prospective investors to attract the investment in the Company. Considering the increasing demand and expected growth in cement industries, we are hopeful to achieve its objective.

45THANNUAL REPORT

The Securities and Exchange Commission of Pakistan (SECP) provided the Company with a hearing opportunity on March 31, 2021, leading to the submission of a board-approved revival plan on April 16, 2021, along with a request for the withdrawal of the impugned order. On March 25, 2024, as per the Pakistan Stock Exchange (PSX) notice (Reference PSX N-267), the impugned order dated October 28, 2019, was set aside, paving the way for the Company's continued progress and operational revival.

INTERNAL FINANCIAL CONTROLS

The directors are aware of their responsibility with respect to internal financial controls. Currently there are weak or no financial controls as the Company is not operationally active. However, strong controls will be implemented once the Company is in operation.

EARNING PER SHARE

The profit / (loss) per share of the company as at 2025 stood at Rs. (0.13)(2024: Rs. 0.05) per share.

STATEMENT ON CORPORATE AND FINANCIAL FRAMEWORK

The Directors of the Company are aware of their responsibilities under the Code of Corporate Governance incorporated in the Listing Regulations of the stock exchange where the Company is listed. All necessary steps are being taken to ensure appropriate Corporate Governance in the Company as required by the Code.

1. The Financial Statements prepared by the Management of the Company, present fairly the result of its operations, cash flows and changes in equity.

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

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

4. International Accounting and Financial reporting Standards, as applicable in Pakistan, have been followed in preparation of financial statements and any departure there from has been adequately disclosed.

5. As already stated above the Company has already developed a business plan and negotiations are underway with prospective investors from the hospitality sector. As such the management does not see any significant doubt to continue as going concern.

6. Key operating and financial data for last six years is annexed with financial statement.

7. The Company has neither declared dividend nor issued bonus shares for the current financial year because of operating and accumulated losses incurred.

   45THANNUAL REPORT

8. Information about taxes and levies is given in the notes to and forming part of financial statements.

9. The Company does not have any scheme for its employees.

10. During the year, 4 meetings of the Board of Directors,4meetings of the audit committee and 1 meeting of the Human Resource and Remuneration (HR&R) Committee were held separately. Attendance by each Director and member of the Committees is annexed below.

11. The Company has no overdue of any substantial bank loan since now the same have been cleared.

12. There was no trading in shares of the Company by its directors, CEO, CFO, Company Secretary and their spouses and minor children.

    THE COMPOSITION OF THE BOARD

    Total number of directors are seven as per the following:

    1. Male: Seven

    2. Female: None

Composition of the Board is as follows:

Category Names

1. Independent Directors Mr. Shahban Ali

   Mr. Muhammad Zaman Mr. Jumma Baig

2. Other Non-Executive Director Mr. Liaquat Hussain

   Mr. Munir Hussain

3. Executive Directors Mr. Fazal Karim Dadabhoy Mr. Danish Dadabhoy

MEETINGS OF THE BOARD OF DIRECTORS

During the year four meetings of Board of directors were held. Attendance by each director is as follows.

45THANNUAL REPORT

MEETINGS OF THE AUDIT COMMITTEE

During the year four meetings of Audit Committee were held. Attendance by each director is as follows.

MEETINGS OF THE HUMAN RESOURCE AND REMUNERATION COMMITTEE

During the year one meeting of HR&R Committee were held. Attendance by each director is as follows.

ACKNOWLEDGEMENT

We are pleased to record their appreciation for the continued dedications, commitment and loyalty of the employees of your company.

We are also thankful to all stakeholders for the loyalty they have shown during our difficult period.

We also appreciate the assistance and continued support of the various Government Departments, Bankers, Customers and Shareholders.

For and on behalf of the Board

Fazal Karim Dadabhoy Danish Dadabhoy Chief Executive Director

Karachi: October 07, 2025

45THANNUAL REPORT

Statement of Compliance with Listed Companies (Code of Corporate Governance) Regulations, 2019 Dadabhoy Cement Industries 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 as per the following:

   1. Male: Seven

   2. Female: None

2. The composition of board is as follows:

   Category Names

   1. Independent Directors Mr. Shahban Ali

      Mr. Muhammad Zaman Mr. Jumma Baig

   2. Other Non-Executive Director Mr. Liaquat Hussain

      Mr. Munir Hussain

   3. Executive Directors Mr. Fazal Karim Dadabhoy Mr. Danish Dadabhoy

3. The directors have confirmed that none of them is serving as a director on more than five 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. While significant policies of the company are in the process of formulation as the Company is planning for revival within the next financial year.

   
   
   

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

9. The Board has not arranged any training program during the year but ensures that, other than the exempt Directors, all the Directors acquire the prescribed certification under the training program within the stipulated time.

10. There has been no change in the position of the Company Secretary. While no appointment of head of internal audit has been made during the year due to operational inactivity of the Company.

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

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

    Committees Names and Designation

    1. Audit Committee Mr. Shahban Ali- Chairman Mr. Liaquat Hussain

       Mr. Munir Hussain

    2. HR and Remuneration Committee Mr. Jumma Baig - Chairman

    Mr. Danish Dadabhoy

    Mr. Fazal Karim Dadabhoy

    -

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

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

    Committees Frequency of Meetings

    1. Audit Committee Four meetings were held in FY 2024-25.

    2. HR and Remuneration Committee One annual meeting held before June 30, 2025

15. Due to operational inactivity of the Company, the Board has not formed any internal audit function during the year.

    
    
    

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 or any of the partners of the firm, their spouses and minor children do not hold shares of the company and that the firm and all its partners are in compliance with International Federation of Accountants (IFAC) guidelines on code of ethics as adopted by the ICAP.

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. We confirm that all other requirements of the Regulations have been complied with except the following non-compliances with the Regulations which occurred due to the operational inactivity of the Company, but we assure our members that reasonable progress is being made by the Company's management and its Board to seek compliance by the end of next financial year:

    1. Executive directors of the Company are more than one-third of the elected directors;

    2. Formal and effective mechanism is in place for the annual evaluation of Board members;

    3. Related party transactions reviewed by the Audit Committee and approved by the Board;

    4. Orientation program arranged for the Directors during the year;

    5. Audit Committee and Human Resource and Remuneration Committee include executive members of the Board; and

    6. Code of conduct along with supporting policies and procedures are placed on the

Company's website.

Fazal Karim Dadabhoy Danish Dadabhoy Chief Executive Director

Karachi

Dated: October 07, 2025

DADABHOY CEMENT INDUSTRIES LIMITED

DADABHOY CEMENT INDUSTRIES LIMITED

FINANCIAL REVIEW FOR SIX YEARS

Particulars 2025 2024 2023 2022 2021 2020

45THANNUAL REPORT

S.U. SUHAIL & CO.

Chartered Accountants ‹ ‹

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INDEPENDENT AUDITOR'S REVI€¥¥ R5POIt't

TO THE MEMBERS OF DADABHOY CEMEN7 INDUSTRIN UMITED

REVIEW 8Ef'OK¥ ON THE STATEMENT Of• COMPLIANCE

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We hove reviewed the enclosed Statement of Compliance with the Listed Companies |Code of Corporate Governance) Regulations, 2019 (the Regulations) prepared by fhe Board of Directors of First Dodobhoy Cement lnaustries Limited {the Company) for tha year anded June 36, 202S. In accordance with the requirements of regulations 36 of fhe Regulofions.

Ihe responsibility for compliance with the Regulations is thot of the Board of Directors of the Company. Our responsibility is to review whether the Statement of Compliance reflects the status of fhe company's compliance with the provisions of the Regulations and report if It does not and to highlight any non-compliance, with the requirements of fhe Regulations. A review is limited primarily to inquiries of fhe Company's personnel oncl review of various documents prepared by fhe Company to comply with the Regulations.

isa part of ow audlf of fhe financial statements, we ore required to obtain an understanding of the accounting and internal control systems sufficient to pton the audit and develop on effective audit approach. We ore not required to consider whether the Board of Directors' statement on internal control covers all ñsks and controls or to form on opinion on the effectiveness of such Internal controls. the Company's corporate governance procedures and risks.

the Regulations require fhe Company to place before the Audit Committee, and recommendation of the Audit Committee, place before tho Board of Directors for their review and approval, its related party transactions. We ore only required and hove ensured com»ronce with this requFement 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 that causes us fo believe fhot the Sfotemenf of Compronce does nof appropriately reflect fhe company's compliance. in all material respects, with the requirements contoinecl In the Regulations as applicable to the Company for the year endecl Juno 30, 2025.

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S.M. SUHAIL & CO.

C h e rI o r eel A cco untants

Further, we highlight below instances of non-compliance with the requirement|s) of the Regulations as feftected in the paragraph reference where these are stated in the Statement of Compliance.

S.M. Suhail & Co. Chartered Accountants Karacni

Date: October 7, 2025

UDtN: CR2025) 0) 97PLJYT) c3O

Page 2 of 2

S.M. SUHAIL & CO.

Chartered Accountants

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INDEPENDENT AUDffO33' REPORT

7O TffE MEMBERS OF DADABI OY CEMENf INDUSTRIES LIMITED

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Opinion

We hove audited the annexed finonciolstotementsof Dodobhoy Cemenflnduslrles IJmlied (the Company), which comprise fbe statement of financial posltlen as of Jvne 30, 2025, fhe statement of profit or loss and other comprehensive income, statement of changes in equity, the statement of cashflows for the year then ended. and notes to the financial statements, Includinga summary of material accounting policies and other explanatory Information. and we state thot we hove obtained all the information and explanations which, fo fhe besf of our knowiodgo and belief, were necessary for the purpose of audit.

In our opinion oncl to the best of our information and according to fhe explanations given to us. the statement of financial position. statement of profit or loss and other comprehensive income, stafement of changes in equity and sfotement of cashflows together with the notes forming port thereof conform with the occounfing and reporting standards as oppFcable in Pakistan and give the Information required by the Companies Act, 20 7 (XIX of 2017), in the manner so required and respectively give e True ana lair view of tr›e state of the Company's affairs os of June 30, 2025, and of the loss, other comprehensive loss. the changes in equity andIts cosh flows for the year then ended.

Bocls of Opinion

We conducted our audit in accordance with International Standards on Auditing (ISAs) as applicable in Pakistan. Our responsib ties uncier those stonclards ore furlher described in the Auditor's Responsibilities for the AucJit of the Finonclol Statements section of our report. We ore independent of the Company in accordance with the International Ethics Standards Board for Accountants' Code of Efhics for Profeuionol Accountants as adopted by the Institute of Chartered Accountants of Pakistan (the Code) and we have fulfilled our other ethical responsibilities in accordance with the Code. we believe that the ouclit evidence we have obtained is sufficien1 and appropriate to providea basis for our opinion.

We draw attention to note J.2 to the financial statements. which indicates thot the Company has accumulated losses as on the year end date omovnting to Rs.782.77 million (2024: Rs.770.28 million). The operations of the Company hove been closed since financial year 2009 due to which the Company has been facing financial and operational difficulties and was unable to cFochorge lh financial and operational liabilities in ordinary course of businau. These factors indicate the existence of material uncertainty thot may cost significant doubts regarding the Company's ability to continue asa going concern. Our opinion Is not modified In respect of thb

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E-mall: sms@smsco.pk

USA: https://www.tmsco.pk

8.M. BUNAIL A CO.

chartered Aoaount•nta

We clraw attention to note 1.3to the financial statements, which inclicofes that, on acceptance of the submitted revival plan by the Company, the SECP Appotlote bench has set aside the winding up order of the Company, and the Company's Advocate has confirmed subsequently about the said order. Considering the economic conditions and other relevantfactors, the Board of Directors has approved to revive the Company and initiated neceuory steps in this matter. Accordingly, the financial sfotements ore prepared ona going concern basis. The management remains confident of Implementing the required measures in the subsequent year. Our opinion is not modified in respect of this matter

Key AudM ââatters

Key audit matters are fhose matters fhof, in ourprofessionoijudgmen1.wereofmostsignificance in our audit of the financial statements of the current period. These matters were addressed in the context of our audit of the financial statements os a whole, and in forming our opinion thereon and we do not providea separate opinion on these matters. We have determined thot there ore no other key audit matters to communicate in our report.

Information Othermon tbe Flnonclol Slotemenfs and Aud0or's aeport thereon

Management is responsible for the other information. The other information comprises the information included in the Annual Report but does nof include fhe financial statements and our auditors' report thereon.

Our opinion on the financial statements does nof cover the other informofion and we do not

exprex 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 dolng so, consider whether the other information Is materially inconsistent with the financial statements or our knoMedge obtained in the audit or otherwise appears to be materially misstoted.

If. based on the work we have performed, we concIucle thot there ias material misstatement of

this other information. we are required to report thot fact. We have nothing to report in this regard

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Management isresponsible for the preparation and fair presentation of the financial statements in accordance with me accounting and reporting standards as applicable in Pakistan and the requirements of the Companies Act, 2DJ7 (XIX of 2017j, and for such internal control as management b necessary to enable the preparation of financial statement thot ore free from mateflol miutotement, whether due to fraud or error.

In preparing the financial statements. management Is responsible for assessing the Company's obzity to continue asa going concern. disclasing. as applicable. matters related fo going concern and using the going concern basis of accounting. unleu the management ellher intends to liquidate tho Company or to cease the operations or has no realistic alternative but to clo so.

Board of Directors ore responsible for overseeing the Company's financial reporting process.

Page 2 of 4

1. • 8UHAJL g CO.

   Chartered Aceeuntantc

   
   
   

   Our objectives ore to obtain reasonable assurance about whefher ths financial statements as a whole ore free

   material misstatement. whether due to fraud or error and to issue on auditors' report thot includes or opinion. Reasonable assurance isa high level of assurance but is nota guarantee fhot on audit conducted in accordance wtth the ISAs as applicable in Pakistan will always detecfa moferlol misstatement when it exists. Misstatements can ortse from fraud or error and are considered material if, Individually or in the aggregate. they could reasonably be expected fo influence the economic decisions of users taken based on these financial statements.
   
   

   As port of on oudlt in accordance with the ISAs as applicable in Paldston, we exercise

   professional judgment and molntoin professional skeptlcism throughout the audit. We also:

   • Identify and assess the risks of moteñol misstatement of the financial statements, whether due to froucl or error. design and perform audit procedures responsive fo those risks, and obtain audit evidence thot Is sufficient and appropriate to providea basis for our opinion. The risk of not detectinga material misstatement resulting from fraud is higher than for one resulting from error, as may involve collusion, forgery, Intentional omiuions, misrepresentations, or the override of internal control.

   • Obtain on understanding of internal control relevant to the audit in order to design audit procedures fhot ore appropriate in the circumstances. but nof for the purpose of express on opinion on the eWecliveness of the Company's internal control.

   • Evaluate the appropriofeneu of accounting policies used and fhe reasonableness of accounting estimates and related disclosures mode 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 conclitions thot may cost significant doubt on tho Company's obEity to continue asa going concern. If we conclude thota motertal uncertainty exists, we ore requFed to clrow attention in ourouditcx's report to tho related disclosures in the financial statements or, if such disclosures are inadequate. to modify our opinion. Our conclusions ore based on the audi? evidence obtained up to the dote of our auditor's report. However, future evenfs or conciltions may cause the Company to cease fo continue asa going concern.

   • Evaluate the overall presentation. structure. and content of the financial statement, including the disclosures, and whether the financial statements represent the underlying tronsocfions and events ina manner thot achieves fair presentation.

We communicate with the boorcl of directors regarding, among other matters, the planned scope and timing of fhe oudlt and significant audit finaings. including any significant deflclencles in Internal control identlflecl during our audit.

We also provide the board of d¥ectors wlfha statement fhot we hove complied with relevant ethical requirements regarding independence. and to communicate wifh them allrelotionshlps and other matters thot may reasonably be thought to bear on our independence. and where applicable. relotecl safeguards.

Page 3 of 4

S.M. SUHAIL 6 CO.

C harter ed Acco untanI s

From the matters communicated with the boarcl of directors, we cletermine those matters that were of most significance in the audit of the financial sfotemenfs 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.

Iteport on Other Legal and Regulatory Requirements

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

a) proper books of account hove been kept by the Company as required by the Companies Act. 20a 7 CXIX of 2017):

D) the statement of financial position, the statement of profit or loss and other comprehensive income. the statement of changes in equity, and the statement of cash flows together with The notes thereon hove been drawn up in conformity with the Companies Act, 2017 (XIX of 20) 7j and are in agreement with the books of account and returns;

investments mode, expenditures incurred and guarantees extended during the year were for the purpose of the Company's business: and

no zakat was deductible at source under tne Zakat and Ushr Ordinance. 1980 (XVIII of

1980).

The engagement partner on the audit resulfing in this independent auditors' report is

S.M. SuhoiT, FCA.

S.M Suhail & Co. Chartered Accountants Karachi

Date: October 7, 2025

UDIN: AR202510197YswbDFjnU

Page 4 of 4

STATEMENT OF FINANCIAL POSITION AS AT JUNE 30, 2025

ASSETS Note

2025 2024

(Rupees in thousand)

The annexed notes from 1 to 24 from an integral part of these financial statements.

___________________

Chief Executive Director Chief Financial Officer

STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME FOR THE YEAR ENDED JUNE 30, 2025

Note

2025 2024

(Rupees in thousand)

The annexed notes from 1 to 24 from an integral part of these financial statements.

_

Chief Executive Director Chief Financial Officer

STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED JUNE 30, 2025

Share Capital Capital

Revenue

Reserve Reserve

Issued, subscribed and paid up capital

Other capital reserve

Accumulated losses

Shareholders' equity

- - - - - - - - - - - (Rupees in thousand) - - - - - - - - - - - -

The annexed notes from 1 to 24 from an integral part of these financial statements.

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Chief Executive Director Chief Financial Officer

STATEMENT OF CASH FLOWS

FOR THE YEAR ENDED JUNE 30, 2025

CASH FLOW FROM OPERATING ACTIVITIES Note

2025 2024

(Rupees in thousand)

(Increase) / decrease in current assets

Advances and other receivables (382) (487)

Decrease / (Increase) in current liabilities

The annexed notes from 1 to 24 from an integral part of these financial statements.

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Chief Executive Director Chief Financial Officer

1. STATUS AND NATURE OF BUSINESS

   1. Dadabhoy Cement Industries Limited (DCIL) was incorporated on 09 August 1979 as a public limited company in Pakistan and is listed on Pakistan Stock Exchange Limited - PSX. Company is a subsidiary of Leo (Pvt.) Limited. The objective of Company is manufacturing and sale of ordinary portland, slag and sulphate resistant cement.

      Geographical Location

      The Company's registered office is situated at Suite # 4, 2nd Floor, Plot no. 28-30 / C, Noor Centre, Khayaban-e-Ittehad, Lane no.12, Phase VII, D.H.A., Karachi.

   2. Going concern assumption

      The Company has accumulated losses at June 30, 2025 amounting to Rs. 782.77 million (2024: Rs. 770.28 million). The company is not operational because it suspended commercial production since financial year 2009 due to which the Company has been facing financial and operational difficulties and was unable to discharge its financial and operational liabilities. The Company had been reporting nil sales since then and is totally dependent on return from investments and the financial support of its directors and associates.

      The management of the Company has prepared these financial statements on going concern basis due to the following reasons:

      1. The management intends to revive the operations of the Company in the cement industry for which the planning is still on the initial stage as on the reporting date.

         Pakistan's domestic cement demand was largely stagnant and experienced decline in prior years, but a surge in exports, offered industry growth. This export growth was driven by global demand and lower international coal prices. Further, the decreased inflation and falling interest rates are expected to improve domestic demand in future

      2. Considering the expected growth in cement demand, the Company is hopeful to achieve its objective, as Government of Pakistan does not allow new companies to undertake cement manufacturing projects, thereby only existing companies can engage in cement manufacturing.

      3. To achieve the objective mentioned in para (a) above, the Company has been corresponding with the prospective investors to attract the investment in the Company.

      Management is confident that the Company would be able to revive its operations in the foreseeable future which will result in improving the overall financial and operational outlook of the Company.

   3. The Securities and Exchange Commission of Pakistan (SECP) vide its order dated October 28, 2019 under clause (m) Of Section 301 read with clause (b) of the Section 304 of the Companies Act, 2017 (under clause (b) of Section 309 read with clause (c) of Section 305 of the Companies Ordinance, 1984) has ordered that the Company is labile to wound up thereby authorizing the Registrar, the Company Registration Office Karachi, to present a petition for winding up of the Company. Pakistan Stock Exchange (PSX) has also issued notice bearing number PSX/N-1385 dated October 29, 2019 in this respect.

      The Company had filed an Appeal under the Securities and Exchange Commission of Pakistan (Appellate Bench Procedure) Rules, 2003 against the Order dated October 28, 2019 in which the Company has challenged the Impugned Order.

      The SECP provided a hearing opportunity on March 31, 2021, during which it was decided that the Company would submit the revival plan, along with board approval, to the SECP. On April 16, 2021, the Company submitted the revival plan to the SECP and requested the withdrawal of the impugned order. On March 25, 2024, as per the notice issued by PSX Reference PSX N-267, the impugned order dated October 28, 2019, was set aside.

2. BASIS OF PREPARATION

   1. Statement of compliance

      These financial statements have been prepared in accordance with the accounting and reporting standards as applicable in Pakistan. Accounting and reporting standards applicable in Pakistan comprise of:

      • International Financial Reporting Standards (IFRS Standards) issued by the International Accounting Standards Board (IASB) as notified under the Companies Act, 2017 (Act); and

      • provisions and directives issued under the Companies Act, 2017.

        Where provisions of and directives issued under the Companies Act, 2017 differ from the IFRSs, the provisions of and directives issued under the Companies Act, 2017 have been followed.

   2. Basis of measurement

      These financial statements have been prepared under the historical cost convention. Further accrual basis of accounting is followed except for cash flow information.

   3. Functional and presentation currency

      Items included in the financial statements are measured using the currency of the primary economic environment in which the Company operates. The financial statements are presented in Pak Rupees, which is also the functional currency of the Company.

   4. Use of estimates and judgments

      The preparation of financial statements in conformity with the approved accounting standards, as applicable in Pakistan, requires management to make judgments, estimates and assumptions that affect the application of policies and the reported amounts of assets, liabilities, income and expenses.

      The estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstances, the results of which form the basis of making the judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates.

      The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.

      Judgments made by management in the application of approved accounting standard as, applicable in Pakistan, that have significant effect on the financial statements and estimates with a significant risk of material judgment in the next year are as follows:

      Advances and other receivables

      Company reviews its advances and other receivables for any provision required for any doubtful balances on an on-going balance. The provision is made while taking into consideration expected recoveries, if any.

      Income taxes

      In making the estimates for income taxes currently payable by the Company, the management looks at the current income tax laws as applicable in Pakistan.

      Investments

      Company has made judgments and assumptions in determining that it has control over subsidiary and significant influence over associates, impairment of investments in subsidiaries, associates and other investees.

      Provision for contingencies

      Company has made judgments and assumptions in disclosure and assessment of provision for contingencies.

      Useful life of assets

      Company has made estimates in determining the useful life of assets.

   5. Standards, amendments to published standards and interpretations that are effective for the year and are relevent to the Company.

      (a)

      (b)

      -

      -

      -

      -

      Standards, interpretations and amendments to approved accounting and reporting standards which are effective during the year:

      There are certain amendments and interpretations to the accounting and reporting standards which are mandatory for the Company's annual accounting period which began on July 1, 2024. However, these do not have any material impact on the Company's financial reporting and, therefore, have not been disclosed in these financial statements except for:

      An amendment to IAS 1 'Presentation of Financial Statements' (IAS-1) was introduced addressing the classification of non-current liabilities subject to covenants. This amendment clarifies that liabilities should be classified as either current or non-current based on the rights available at the end of the reporting period, without consideration of future expectations or events occurring after this date. The amendment also mandates specific disclosures if a liability is classified as non-current but is subject covenants that must be complied with within twelve months of the reporting date.

      Standards and amendments to published approved accounting and reporting standards that are not yet effective:

      There are certain amendments and interpretations to the accounting and reporting standards that will be mandatory for the Company's annual accounting periods beginning on or after July 1, 2025. The following amendments and standard have not been early adopted by the Company:

      Amendment to IFRS 9 and IFRS 7 - Classification and Measurement of Financial Instruments:

      clarify the requirements for the timing of recognition and derecognition of some financial assets and liabilities, with a new exception for some financial liabilities settled through an electronic cash transfer system;

      clarify and add further guidance for assessing whether a financial asset meets the solely payments of principal and interest (SPPI) criterion;

      add new disclosures for certain instruments with contractual terms that can change cashflows (such as some instruments with features linked to the achievement of environment,social and governance (ESG) targets); and

      make updates to the disclosures for equity instruments designated at Fair Value through Other Comprehensive Income (FVOCI).

      The management is in process of assessing the impact of above changes.

      Other than the aforesaid standards, interpretations and amendments, International Accounting Standards Board (IASB) has also issued IFRS 18 Presentation and Disclosure in Financial Statements with applicability date of July 1, 2027, which has not been notified locally by the Securities and Exchange

3. MATERIAL ACCOUNTING POLICY INFORMATION

   1. Property, plant and equipment

      These are stated at cost less accumulated depreciation and impairment, if any. Cost includes expenditure that are directly attributable to the acquisition of the assets.

      Depreciation is charged to income applying the diminishing balance method at the rates given in depreciation schedule, whereby the cost of an assets is written-off over its estimated useful life. Full month's depreciation is charged in the month in which asset is put to use while no depreciation is charged in the month of which the asset is disposed off.

      Gain or loss on disposal of fixed assets is taken to income. Normal repairs and maintenance costs are charged to income. Major renewals and improvements are capitalized.

   2. Investments

      These represent investments in shares of companies that are directly controlled by the Company or in which a substantive interest in the voting power is owned directly by the directors of the Company.

      Investment in associates is accounted for using the equity method whereby investment is carried in the statement of financial position at cost as adjusted by the post-acquisition changes in the company's share of net assets of the associate less any impairment in the value of investment.

   3. Advances and other receivables

These are initially stated at amortized cost. Provision for doubtful balance is established where there is an objective evidence that the Company will not be able to collect the due amounts. Balances considered irrecoverable are written off.

Financial assets and financial liabilities are recognized when an entity becomes a party to the contractual provisions of the instruments. A financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability or equity instrument of another entity.