Financial results for the nine months ended september 30, 2025 (consolidated and standalone)

‌October 30, 2025‌‌

Pakistan Stock Exchange Limited

Stock Exchange Building, Stock Exchange Road Karachi

Dear Sir / Madam,

We would like to inform you that the Board of Directors of Engro Holdings Limited (the “Company”) in their meeting held on Wednesday, October 29, 2025, at 02:00 p.m. (Pak Time) at the Harbor Front Building, Block 4, Clifton, Karachi, reviewed and approved the un-audited consolidated and standalone financial results of the Company for the nine months ended September 30, 2025, and recommended the following:

1. CASH DIVIDEND

   Nil

2. BONUS SHARES

   Nil

3. RIGHT SHARES

   Nil

4. ANY OTHER ENTITLEMENT / CORPORATE ACTION

   Nil

5. ANY OTHER PRICE-SENSITIVE INFORMATION

Nil

FINANCIAL RESULTS

The financial results of the Company consisting of Consolidated and Standalone (1) Statement of Financial Position; (2) Statement of Profit or Loss Statement; (3) Statement of Other Comprehensive Income; (4) Statement of Changes in Equity and (5) Statement of Cash Flows along with (6) Directors' Report are annexed.

EXPLANATION TO THE FINANCIAL RESULTS

1. As notified to PSX on August 28, 2025, following the termination of the Share Purchase Agreements (SPAs) related to the divestment of thermal energy assets by Engro Energy Limited, these assets have been reclassified as continuing operations in accordance with IFRS 5 – Non-Current Assets Held for Sale and Discontinued Operations. Consequently, the Group has reversed previously recognized impairment and other related adjustments amounting to PKR 54,174 million (Owners’ share: PKR 26,861 million) during the nine months ended September 30, 2025.

2. As notified to PSX on May 23, 2025, and August 28, 2025, the Scheme of Arrangement for amalgamation of Deodar (Private) Limited (“DPL”) was duly sanctioned by the Islamabad High Court. Following the effective date of June 3, 2025, the financial results of DPL, along with its assets and liabilities, have been incorporated into the Group’s consolidated financial statements for the nine months ended September 30, 2025.

Engro Holdings Limited (formerly Dawood Hercules Corporation Limited)

19thFloor, The Harbor Front Building, HC-3, Marine Drive, Block 4, Clifton, Karachi 75600, Pakistan.

T 00 92 (21) 35297501-10 F 00 92 (21) 35810663

engro.com

The Quarterly Report of the Company for the nine months ended September 30, 2025 will be transmitted through PUCARS separately, within the specified time and shall also be made available on our website https://www.engro.com.

Yours sincerely,

Company Secretary

Director / HOD, Listing Companies Department, Supervision Division, SECP, Islamabad

Engro Holdings Limited (formerly Dawood Hercules Corporation Limited)

19thFloor, The Harbor Front Building, HC-3, Marine Drive, Block 4, Clifton, Karachi 75600, Pakistan.

T 00 92 (21) 35297501-10 F 00 92 (21) 35810663

engro.com

‌Annexure A-1

CONSOLIDATED CONDENSED)NTERlMSTATEMENTOFFlNANCIALPOSlTlON

(Unaudited) (Audited) September 30, December 31,

2025 2024

--------------------Rupees--------------------

(Amounts in thousand)

(Unaudited) (Audited) September 30, December 31,

2025 2024

--------------------Rupees--------------------

OF PROFIT OR LOSS (UNAUDITED)

(Amounts in thousand except for earnings per share)

Quarter ended Nine months ended September 30, September 30, September 30, September 30,

2025 2024 2025 2024

5.35

5.12

34.89

13.21

Weighted average number of ordinary shares for determination of basic and diluted EPS - in thousand *

1,204,232 481,287 1,204,232 481,287

In accordance with the Scheme of Arrangement, 722,945 thousand shares have been issued to shareholders of Engro Corporation Limited (ECORP), other than the Company, resulting in an increase of Company's ownership in ECORP from 39.97% to 100%. Consequently, in the consolidated financial statements for the nine months ended September 30, 2025, the profit attributable to owners reflects 100% ownership interest in ECORP as compared to 39.97% in same period of 2024.

Resultantly, the consolidated EPS for the nine months ended September 30, 2025, has been tabulated by dividing the profit attributable to owners with increased number of shares.

ENGRO HOLDINGS LIMITED (FORMERLY DAWOOD HERCULES CORPORATION LIMITED) CONSOLIDATED CONDEhISED INTERIM STATEMEhIT

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2025

(Amounts in thousand)

Quarter ended Nine months ended

Profit for the period

Other comprehensive income:

Items that may be reclassified subsequently to profit or loss

Loss arising during the period on hedging reserves Exchange differences on translation of

foreign operations

Gain on remeasurement of short-term investment

classified at fair value through other comprehensive income

Items that will not be reclassified subsequently to profit or loss Remeasurement of post employment benefits obligation

(Loss) / Profit on remeasurement of long-term investments classified at fair value through other comprehensive income

Other comprehensive income / (loss)

12,834,350 10,500,132 86,152,122 24,327,131

Annexure A-4

ENGRO HOLDINGS LIMITED (FORMERLY DAWOOD HERCULES CORPORATION LIMITED) CONSOLIDATED CONDENSED INTERIM STATEMENT OF CHANGES IN EQUITY

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2025

(Amounts in thousand)

cributable to Owners of the Holding Company

Share

Acquisifion Demerger transfer of

Hedging General Remeasurement Unappropriated

of post

-

-

(Z1,473)

(142,013)

-

554,BO4

6,385D48

12168.425

18,553,573

(9,106,119

(9,106,119

(1,203,218

(1,203,218

(1,203,218

t328 944

(1 532 162)

(2406,4Z6

(2,406,436

(2,406,436

Dividend by subsidiaries allocable to

(2224,854)

(2,224,854)

2,224,854

BaanceasatDmombu34,2024(AAited)

4 B12 871 - - - - 1 665 390 074 832 46B 464B6 700000 36 812

67 258 071

(56 263) 69 209 313 158 096 795 232 118 979

ENGRO HOLDINGS LIMITED (FORMERLY DAWOOD HERCULES CORPORATION LIMITED) CONSOLIDATED CONDENSED INTERIM STATEMENT OF CHANGES IN EQUITY

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2025

(Amounts in thousand)

/‘.tt"ibutable to Owners of the Holding Company

Share AcquisiGon Demerger dansferof

reserve on

Hedging General Remeasurement Unappropriated of post

Balance as at January 1, 2025 (Audited)

4,812.B74

7,229,449 136,220,468 (53,817,783) (10,063,279) 46,0D0,000

1,665 390,074 832,468

.u;

36,812

(46,000,000)

(56,Z63) 69,209,313 158,096,795 232,118,979

72,339,406 (89,632 Z4) (j0,O63,279)

42,017,308

-

-

27,276

(19B,447)

-

96,602

-

-

42017,308

(74569)

44,134,814

-

86,152,1Z2

(74,569)

Ad&ment for alocation of proM fiom

owner to NCI m

Dividend by subsidiaries allocable to

Transfer from unappropriated profit to

27,276 (198,447)

96,602

42,017,308

{901,436)

(901,436)

4d.134,814 86,077,553

901,436

- (71,249) - - -

10,585

(60.6b4) (23,269,O89) (23,329,753)

02,D42,320 036220 468 (53 817 783) (10 053.279) 4600D000 1 665 348 825 B59 744 (151 961) 700 000 (56263)

182529358 90231 BZ2 2B4 B03 500

Annexure A-5

ENGRO HOLDINGS LIMITED (FORMERLY DAWOOD HERCULES CORPORATION LIMITED) CONSOLIDATED CONDENSED INTERIM STATEMENT

OF CASH FLOWS (UNAUDITED)

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2025

(Amounts in thousand)

Cash flows from operating activities

Nine months ended September 30, September 30,

2025 2024

--------------------Rupees--------------------

ENGRO HOLDINGS LIMITED (FORMERLY DAWOOD HERCULES CORPORATION LIMITED) UNCONSOLIDATED CONDENSED INTERIM STATEMENT OF FINANCIAL POSITION

AS AT SEPTEMBER 30, 2025

ENGRO HOLDINGS LIMITED (FORMERLY DAWOOD HERCULES CORPORATION LIMITED) UNCONSOLIDATED CONDENSED INTERIM STATEMENT OF PROFIT OR LOSS (UNAUDITED) FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2025

(Amounts in thousand except for earnings per share)

Quarter ended Nine months ended September 30, September 30, September 30, September 30,

2025 2024 2025 2024

-------------------------------------------Rupees-------------------------------------------

of basic and diluted EPS - in thousand 1 204 232 481 287 1,204 232 481 287

* The decline in profitability is due to transfer of other income-generating investments to DH Partners Limited under the Scheme of Arrangement that became effective on January 1, 2025 coupled with reduction in dividends from Engro Corporation Limited where earnings are being retained to fund the towers' acquisition.

ENGRO HOLDILIGS LIMITED (FORMERLY DAWOOD HERCULES CORPORATION LIMITED) UNCONSOLIDATED CONDENSED INTERIM STATEMENT OF COMPREHENSIVE INCOME (UNAUDITED) FOR THE NINE MOLITHS EhIDED SEPTEMBER 30, 2025

(Amounts in thousand)

Quarter ended Nine months ended September 30, September 30, September 30, September 30,

2025 2024 2025 2024

-------------------------------------------Rupees-------------------------------------------

Profit for the period

Other comprehensive income for the period

Items that will not be reclassified to profit or loss

Remeasurements of post-retirement benefit liabilities

Total comprehensive income for

302,832

1,937,391

369,730

6,114,271

806

the period 302,832 1,937,391 369,730 6,115,077

ENGRO HOLDINGS LIMITED (FORMERLY DAWOOD HERCULES CORPORATION LIMITED) UNCONSOLIDATED CONDENSED INTERIM STATEMENT OF CHANGES IN EQUITY

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2025

(Amounts in thousand)

Share Capital

Reserves

Issued, Capital Reserves Revenue reserves

subscribed Reserve arising as a consequence

RFIDp£Iid-UP of Scheme of Arrangement capital

Sub-total

Total

Balance as at January 1, 2024 (Audited)

Total comprehensive Income Profit for the period

Other comprehensive income

Total comprehensive income for the nine months

4,812,871 700,000 23,060,295

23,760,295

28,573,166

Profit for the period

Other comprehensive loss

Total comprehensive income for the three months

Profit for the period

Other comprehensive income

Total comprehensive income for the nine months

ENGRO HOLDINGS LIMITED (FORMERLY DAWOOD HERCULES CORPORATION LIMITED) UNCONSOLIDATED CONDENSED INTERIM STATEMENT OF CASH FLOWS (UNAUDITED) FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2025

(Amounts in thousand)

Nine months ended September 30, September 30,

2025 2024

-------------------Rupees-------------------

‌Directors’ Report for the nine months ended September 30, 2025

Dear Shareholders,

Engro remains committed to its objective of being a responsible custodian of shareholder capital. The Company continues to define success through its commitment to maximizing long-term shareholder value, a principle that guides all capital allocation and investment decisions. Engro recognizes the importance of transparency and accountability in communicating progress toward this objective, as the confidence and trust of shareholders remain central to the Company’s governance philosophy and long-term strategic direction.

In Numbers

For the nine months ended September 30, 2025, the Company posted a consolidated profit after tax (PAT) of PKR 86,152 million (of which PKR 42,017 million was attributable to Engro shareholders), with an EPS of PKR 34.89 this year versus PKR 13.21 last year. Much of the increase arises from reversal of previously recognized impairment during 2023 and 2024, linked to our thermal energy assets, which were previously classified as “held for sale.” Excluding this one-off impact, consolidated PAT attributable to shareholders stood at PKR 15,156 million, reflecting core earnings.

On a standalone basis, the Company posted a PAT of PKR 370 million compared with PKR 6,114 million in the same period last year, translating into an EPS of PKR 0.31 versus PKR 12.70. As noted earlier, the numbers do not reflect a decline in the underlying health of the business. The drop is primarily due to the transfer of income-generating investments to DH Partners under the Scheme of Arrangement that became effective on January 1, 2025, coupled with reduction in dividends from Engro Corp as it retains its earnings to fund the Deodar transaction. .

As highlighted earlier, performance during this period was influenced by following three major factors. For shareholders, it is important to note that movements in reported EPS and PAT largely stem from structural changes and a one-time impairment reversal, rather than any shift in the underlying strength of the businesses.

1. Creation of Engro Holdings: Effective January 1, 2025, Engro Corporation became a wholly owned subsidiary of the Company. As a result, profit attributable to owners now reflects 100% versus 39.97% last year. In addition, 723 million new shares were issued. This expanded base impacts EPS comparisons.
2. Thermal Energy Assets: Engro Energy’s divestment agreements of its thermal assets were terminated, leading to their reclassification as continuing operations under IFRS 5. This resulted in the reversal of previously recognized impairment and other related adjustments amounting to PKR 54,174 million (Owners’ share: PKR 26,861 million).

   Engro Holdings Limited (formerly Dawood Hercules Corporation Limited)

   19thFloor, The Harbor Front Building, HC-3, Marine Drive, Block 4, Clifton, Karachi 75600, Pakistan.

   T 00 92 (21) 35297501-10 F 00 92 (21) 35810663

   engro.com

3. Consolidation of Deodar Towers: On June 3, 2025, the Group consolidated Deodar (~10,600 towers) following completion of the transaction with PMCL. The assets and liabilities were recorded at provisional fair values of PKR 220,612 million and PKR 167,679 million respectively, with Deodar’s results included in the financials from that date onwards.

Asset developments

Our fertilizer business remains the cornerstone of Engro’s portfolio. During the period, industry off-takes were impacted by weaker farmer economics and flood-related damage to cropped areas, weighing on short-term demand. The business continues to navigate these challenges through agile customer engagement, while management remains focused on operational discipline and efficiency to ensure long-term strength and resilience.

Our polymer business continues to operate in the most challenging environment across our portfolio. It is contending with several headwinds simultaneously: historically low core delta, sharp increases in gas prices, weaker market demand, and tariff rationalization. Our management teams remain focused on improving cashflows, lowering breakeven cost per ton, and strengthening the balance sheet to ensure the business remains resilient through the cycle. In parallel, securing a reliable and affordable energy solution remains a strategic priority, as energy forms the foundation of long-term competitiveness in this business.

Our decision to consolidate Deodar and scale into a 15,000-tower portfolio is one of the most important capital allocations call we have made. Our immediate priorities are clear: integrate the business effectively, invest in efficiency, provide better solutions to our customers that translate into higher tenancy, and build new infrastructure profitably where networks need strengthening. This disciplined approach will allow the business to compound value for years to come.

There are challenges as well. The recent increase in minimum taxes on the sector makes it harder to invest, which in turn slows down the pace at which society can benefit from shared infrastructure. We will continue to engage with stakeholders to address this, while maintaining focus on the fundamentals we control.

Our energy businesses remain stable and resilient. EPTL dispatched a Net Electrical Output of 2,789 GWh during the period, versus 2,573 GWH in the same period last year, despite undergoing planned maintenance, and remains one of the lowest-cost thermal baseload plants in the system, delivering reliable operations and steady cash generation for the Group. While debt service obligations will continue until 2029, the reduction in tariff after repayment will make Thar power an even cheaper source of energy for the country.

Engro Holdings Limited (formerly Dawood Hercules Corporation Limited)

19thFloor, The Harbor Front Building, HC-3, Marine Drive, Block 4, Clifton, Karachi 75600, Pakistan.

T 00 92 (21) 35297501-10 F 00 92 (21) 35810663

engro.com

EPQL dispatched 570 GWH to the national grid, versus 649 GWH in the same period last year. The asset remains under evaluation for monetization. SECMC’s Phase III expansion is progressing, enhancing both the durability of returns and Pakistan’s long-term energy security.

The power sector has been undergoing adjustments as the government works to address structural challenges in the market. In this environment, our focus remains on being a reliable partner, operating efficiently, honouring commitments, and ensuring our assets continue to serve both national needs and shareholder interests.

Our foods business has continued to demonstrate resilience despite a difficult operating environment. The imposition of sales tax on the formal dairy sector, combined with weak legislation, has distorted the market in favour of the informal sector. This reduces our ability to scale, limits investment in productivity, and ultimately constrains the sector’s contribution to both national growth and shareholder returns. Against these headwinds, management has responded with operational improvements and cost discipline, ensuring performance remains stable.

Our terminal businesses continue to play a critical role in ensuring the country’s gas and chemical supply chains function smoothly, accounting for ~15% of the total gas supply of the country. The businesses continue to provide stable cashflows and remain strategically important to Pakistan’s energy and industrial value chains. However, the recent increase in minimum taxes on the sector has put additional financial pressures, indirectly affecting the broader benefits the terminals provide to industry and society. We continue to engage with stakeholders to address this issue while maintaining focus on operational excellence and the fundamentals within our control.

Engro Eximp FZE, the Company’s international trading subsidiary, continued to demonstrate growth during the period, delivering a strong topline performance driven by enhanced trading activity and higher volumes. Beyond its financial contribution, the business provides the Group with a strategic international presence, thereby diversifying the portfolio and enhancing exposure to global markets.

Dividend Policy

Your Board has elected not to declare an interim dividend for 2025, reflecting a measured and deliberate approach to capital deployment aimed at maximizing long-term shareholder value.

The immediate priority remains to fund the remaining obligations of the towers transaction, which the Board continues to view as a strategic investment of significant importance in Engro’s history. This transaction is expected to generate stable and enduring cash flows in the years ahead. Accordingly, the retention of earnings to support this investment represents, in the Board’s view, the most prudent course to create sustainable value for shareholders.

Engro Holdings Limited (formerly Dawood Hercules Corporation Limited)

19thFloor, The Harbor Front Building, HC-3, Marine Drive, Block 4, Clifton, Karachi 75600, Pakistan.

T 00 92 (21) 35297501-10 F 00 92 (21) 35810663

engro.com

Outlook

As we look ahead, Pakistan’s economy shows signs of cautious optimism. Inflation is easing, reserves are more stable, and growth could strengthen if reforms continue. Yet Pakistan’s vulnerabilities and structural challenges remain formidable, requiring concerted adjustment and committed reform efforts.

For us, these uncertainties only reinforce the importance of our central goal: every decision we make on your capital is aimed at delivering sustainable, compounding cashflows per share.

• Fertilizers are expected to benefit from improved farmer economics driven by stronger wheat prices, sustaining cotton price parity, and enhanced irrigation prospects following above-average water availability due to heavy monsoon inflows. While these trends support short-term performance, they also reinforce our belief in the potential of this business.
• Polymers will remain under pressure until energy costs and global demand stabilise. Here, our capital discipline is about optimizing cashflows, reducing costs to reduce the cash breakeven per ton and strengthening our balance sheet so that returns can compound when the cycle inevitably turns.
• Telecom infrastructure is a growth engine. As data demand rises with Pakistan's digital ambitions, telecom infrastructure will remain essential. Through integration, tenancy growth, and disciplined capital deployment, our tower portfolio is positioned to become one of the most reliable sources of long-term cashflows, underscoring our confidence in the structural strength of this business.
• Energy will continue to deliver stable operations. EPTL will become even cheaper source of power post-2029 as debt is repaid, while monetisation of EPQL and expansion at SECMC will help rebalance the portfolio in line with our priorities.
• Foods faces distorted policy headwinds. We remain confident in the long-term opportunity as sector formalisation unlocks demand, improves yields, and positions Pakistan for export potential.
• Terminals and Trading will continue to provide stability and diversification, anchoring resilience and expanding our strategic reach internationally.

Looking forward, we believe Engro’s portfolio is positioned at the intersection of several national priorities - food security, water infrastructure, digital connectivity, and energy resilience. These are not just societal imperatives but also long-term demand drivers for our businesses. By aligning with them, we aim to create enduring value for both Pakistan and our shareholders.

Character and Good Manners

At the heart of our culture is Character and Good Manners (CGM) — our guiding framework shaped by Truth, Trust, Humility, Integrity, and Striving in Hardship (TTHIS). At Engro, CGM and TTHIS are more than just guiding philosophies; they form the foundation of our values, shaping the way we conduct business and interact with stakeholders. These principles are embedded in our code of conduct, driving ethical decision-making, creating a culture of trust, and ensuring that we operate with integrity and resilience. As we continue to expand and innovate, this framework serves as our foundation, helping us build a purpose-driven organization that delivers excellence.

Engro Holdings Limited (formerly Dawood Hercules Corporation Limited)

19thFloor, The Harbor Front Building, HC-3, Marine Drive, Block 4, Clifton, Karachi 75600, Pakistan.

T 00 92 (21) 35297501-10 F 00 92 (21) 35810663

engro.com

Business Sustainability

Engro’s diverse businesses operate within an increasingly complex environment, requiring continuous evaluation of both strategic direction and the level of risk each business is prepared to assume. To enable this, clear responsibilities are embedded across the organization, ensuring that risk oversight is integrated into the way we protect and sustain long-term business performance.

We view risk management not as a control mechanism, but as a core enabler of sustainable value creation, essential to protecting and enhancing shareholder returns. Our approach includes managing externalities and risks that impact sustainable operations, including those related to social and natural capital. A comprehensive, risk-based Health, Safety, and Environment (HSE) management system, built around effective barrier management, has been tailored for Engro, enabling the proactive identification, prevention, and mitigation of risks across P-E-A-R: People, Environment, Assets, and Reputation.

Our broader sustainability vision is anchored in environmental stewardship, positive societal impact, and responsible business practices, all of which are detailed in Engro’s Sustainability Report.

DE&I

Guided by the belief that a diverse workforce is not only a social imperative but an economic one, we view Diversity & Inclusion as a strategic priority in building a future-ready organization. Our people strategy, initiatives, and employment practices are designed to promote gender diversity, support individuals with disabilities, and embrace generational inclusion. From recruitment to coaching and mentoring, we implement programs such as break key baad program ensuring equal opportunities, fair representation, and an environment where all talent is empowered to grow, contribute, and reach their full potential.

Closing

The Board extends its appreciation to our shareholders for their continued trust, our colleagues for their dedication, our regulators and government partners for their support, and our customers for their confidence. Together, these stakeholders enable Engro to remain disciplined, diversified, and focused on creating sustainable long-term value.

Hussain Dawood Abdul Samad Dawood

Chairman Chief Executive Officer

Engro Holdings Limited (formerly Dawood Hercules Corporation Limited)

19thFloor, The Harbor Front Building, HC-3, Marine Drive, Block 4, Clifton, Karachi 75600, Pakistan.

T 00 92 (21) 35297501-10 F 00 92 (21) 35810663

engro.com