Transmission of Annual Report for teh year ended 2025-06-30

CORPORATE INFORMATION

NOTICE OF ANNUAL GENERAL MEETING

COMPANY PROFILE

CHAIRMAN'S REVIEW REPORT

DIRECTORS' REPORT

DECADE AT A GLANCE

REVIEW REPORT ON THE STATEMENT OF COMPLIANCE CONTAINED IN LISTED COMPANIES (CODE OF CORPORATE GOVERNANCE) REGULATIONS, 2019

STATEMENT OF COMPLIANCE WITH LISTED COMPANIES (CODE OF CORPORATE GOVERNANCE) REGULATIONS, 2019

INDEPENDENT AUDITOR'S REPORT

STATEMENT OF FINANCIAL POSITION

STATEMENT OF PROFIT OR LOSS

STATEMENT OF COMPREHENSIVE INCOME

STATEMENT OF CASH FLOWS

STATEMENT OF CHANGES IN EQUITY

NOTES TO THE FINANCIAL STATEMENTS

GENDER PAY GAP STATEMENT UNDER CIRCULAR NO. 10 OF 2025

PATTERN OF SHAREHOLDING

FORM OF PROXY

BOARD OF DIRECTORS Mr. Khawar Anwar Khawaja (Chief Executive)

Mr. Khurram Anwar Khawaja (Chairman) Mr. Muhammad Tahir Butt

Mr. Ameer Khawar Khawaja Mr. Omer Khawar Khawaja Mrs. Nuzhat Khawar Khawaja Dr. Aamir Matin

Syed Zahoor Hassan

AUDIT COMMITTEE Syed Zahoor Hassan

Mr. Omer Khawar Khawaja Mr. Khurram Anwar Khawaja Arfan Shahzad (Secretary)

HUMAN RESOURCE AND

REMUNERATION COMMITTEE Syed Zahoor Hassan

Mr. Khurram Anwar Khawaja Mr. Khawar Anwar Khawaja Arfan Shahzad (Secretary)

CORPORATE SECRETARY / CFO Arfan Shahzad

HEAD OF INTERNAL AUDIT Asif Asghar

AUDITORS HLB Ijaz Tabussum & Company Chartered Accountants

303-Sawan Road, G10/1, Islamabad-Pakistan Phone: (051) 2354801-3

E-mail: admin@hlbitc.com

REGISTERED OFFICE Small Industries Estate

AND WORKS Sialkot 4, Pakistan

Phone: (052) 3555338-3563051-3563052

Fax: (052) 3551252

E-mail: info@gocpak.com Website: https://www.gocpak.com

SHARE REGISTRARS CorpTec Associates (Pvt) Limited 503-E, Johar Town, Lahore Phone: (042) 35170336-7

Fax: (042) 35170338

Grays Leasing Limited Head Office:

701-A, 7th Floor, City Towers

6-K, Main Boulevard, Gulberg II, Lahore Tel: (042) 35770381-2

Fax: (042) 35770389

E-mail: info@graysleasing.com

Liaison Offices:

Sialkot

Small Industries Estate, Shahabpura Road, Sialkot

Islamabad

Flat No. 2, Block No. 4-A Street No. 6, Sector I - 8 / 1 Islamabad

Karachi

House No. L-64, Block 12 Gulistan-e-Johar

Karachi

Anwar Khawaja Industries (Pvt) Limited

Roras Road, Sialkot

Anwar Khawaja Composites

Sadra Badra Daska Road, Sialkot

NOTICE OF ANNUAL GENERAL MEETING

Notice is hereby given that the 62nd Annual General Meeting of the members of GOC (Pak) Limited will be held at its Registered Office, Small Industries Estate, Sialkot on Wednesday, the 22nd October 2025 at 11:00 a.m. to transact the following business:

Ordinary Business:

1. To confirm the minutes of the last meeting.

   
   
   

2. To receive, consider and adopt Audited Financial Statements of the Company for the year ended 30 June 2025 together with the Chairman Review, Directors' and Auditors' Report thereon.

   https://drive.google.com/file/d/15AZmU-pedKDHunOzNpoQlyWTdHmOJrDy/view?usp=sharing

3. To approve the payment of final cash dividend @ Re. 1.00 per share (10.00%) for the year ended 30 June 2025 as recommended by the Board of Directors.

4. To appoint statutory auditors and fix their remuneration for the year ending on 30 June 2026.

   Special Business:

5. To ratify and approve transactions conducted with the Related Parties for the year ended 30 June 2025 by passing the following special resolution with or without modification:

   Resolved that the transactions conducted with the Related Parties as disclosed in the note 33 of the financial statements for the year ended 30 June 2025 be and are hereby ratified, approved and confirmed.

6. To authorize the Board of Directors of the Company to approve transactions with the related parties for the financial year ending on 30 June 2026 by passing the following special resolution with or without modification:

Resolved that the Board of Directors of the Company be and is hereby authorized to approve the transactions to be conducted with the Related Parties on case to case basis for the financial year ending on 30 June 2026.

Resolved further that the approval of these transactions by the Board shall be deemed to have been approved by the shareholders and shall be placed before the shareholders in the next Annual General Meeting for their formal ratification/approval.

By Order of the Board

Sialkot:

Dated: 01 October 2025

Notes:

(Arfan Shahzad)

Company Secretary

1. Book Closure: The share transfer books of the company will remain closed from 15 October 2025 to 22 October 2025 (both days inclusive). Transfers received in order at the office of the company's Independent Share Registrar, M/s Corptec Associates (Private) Limited, 503-E, Johar Town, Lahore by the close of business on 14 October 2025 will be considered in time to be eligible for the purpose of attending the Annual General Meeting.

2. Appointment of Proxy: A member entitled to attend and vote at the Annual General Meeting is entitled to appoint another member as a proxy to attend and vote instead of him/her. The instrument appointing a proxy must be received at the Registered Office of the company not less than 48 hours before the time appointed for the Meeting.

3. Participation in AGM: Members who have deposited their shares in the Central Depository System of the Central Depository Company of Pakistan Limited will have to follow the under mentioned guidelines as laid down by Securities and Exchange Commission of Pakistan:

   1. For Attending the Meeting

      1. In case of Individuals, the account holder and/or sub-account holder whose registration details are Uploaded as per the CDC Regulations, shall authenticate his/her identity by showing his/her original CNIC or original Passport along with Participant ID number and the Account number at the time of attending the Meeting.

         In case of corporate entity, the Board's resolution / power of attorney with specimen signature of the nominee shall be produced (unless it has been provided earlier) at the time of the Meeting.

   2. For Appointing Proxies

      1. In case of individuals, the account holder and/or sub-account holder whose registration details are uploaded as per the CDC Regulations, shall submit the proxy form as per above requirements.

      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 the CNIC or the passport of beneficial owners and the proxy shall be furnished with the proxy form.

      4. The proxy shall produce his original CNIC or original passport at the time of the Meeting.

      5. In case of corporate entity, the Board's resolution / power of attorney with specimen signature shall be furnished (unless it has been provided earlier) along with proxy form to the Company.

4. Electronic Transmission of Financial Statements: The members, who desire to opt to receive annual Audited Financial Statements and notice of AGM through e-mail, are requested to provide their written consent on the Standard Request Form available on the Company's website. The Company shall, however, provide hard copy of the annual Audited Financial Statements to its shareholders, on request, free of cost, within seven days of receipt of such request.

5. Video Conferencing Facility: If the Company receives consent from members holding aggregate 10% or more shareholding, residing in geographical location to participate in the meeting through video conference at least 7 days prior to the date of meeting, the Company will arrange video conference facility in that city subject to availability of such facility in that city. In this regard, please fill the following and submit to registered address of the Company, Small Industries Estate, Sialkot at least 7 days prior to the date of Annual General Meeting.

   "I/We, of , being a member of GOC (Pak) Limited , holder of ordinary share(s) as per Registered Folio / CDC Account No. hereby opt for video conference facility at .

   Signature of member "

6. Placement of Financial Statements on Website: The Company has placed the Audited Annual Financial Statements for the year ended 30 June 2025 along with Auditors' and Directors' Reports thereon on company's website https://www.gocpak.com

7. Deduction of Withholding Tax on the Amount of Dividend: Pursuant to the provisions of the Finance Act, 2019, the rates of deduction of income tax from dividend payments under the Income Tax Ordinance, 2001 have been revised as follows:

   - Active 15% - Non-Active 30%

   All shareholders are advised to check their status on Active Taxpayers List (ATL) available on FBR Website and may, if required, take necessary actions for inclusion of their name in ATL to avail the lower rate of tax deduction. In the case of shares registered in the name of two or more shareholders, each joint-holder is to be treated individually as either active or non-active and tax will be deducted by the company on the basis of shareholding of each joint-holder as may be notified to the Company in writing. The joint-holders are, therefore, requested to submit their shareholdings otherwise each joint holder shall be presumed to have an equal number of shares.

8. Dividend Mandate: The provisions of Section 242 of the Companies Act, 2017 require the listed companies that any dividend payable in cash shall only be paid through electronic mode directly into the bank account designated by the entitled shareholders. The shareholders who have not provided their bank account details so far are advised to provide their below electronic dividend mandate information to Company's Share Registrar at the address given above and update their CDC accounts /Sub accounts as the case may be, enabling the Company to credit your future dividend promptly, if any

   1. Shareholder's Name 2. Father's / Husband's Name 3. Folio Number 4. Postal Address

   5. Name of Bank 6. Name of Branch 7. Address of Branch 8. Title of Bank Account

9. Bank Account Number (Complete with code) 10. IBAN Number (Complete with code)

   11. Cell Number 12. Telephone Number (if any) 13. CNIC Number (attach copy)

   14. NTN (in case of corporate entity, attach copy)

   Signature of Shareholder as on CNIC

   1. Submission of copy of CNIC (Mandatory): Individuals including all joint holders holding physical share certificates are requested to submit a copy of their valid CNIC to the Company or the Company's Share Registrar. All shareholders are once again requested to send a copy of their valid CNIC to our Share Registrar, M/s. Corptec Associates (Private) Limited, 503-E, Johar Town, Lahore. The Shareholders while sending CNIC must quote their respective folio numbers and name of the Company.

   2. Video Link Facility for Meeting: The members may attend the AGM via video link using smart phones/tablets. To attend the meeting through video link, members and their proxies are requested to register themselves by providing the following information along with valid copy of Computerized National Identity Card (both sides)/passport, attested copy of board resolution / power of attorney (in case of corporate shareholders) through email at cfo@gocpak.com not later than 48 hours before the time for holding the meeting.

      Name of Member/Proxyholder	CNIC No.	Folio No. / CDC Account No.	Cell No. WhatsApp No.	Email ID

   3. E-voting / Postal Ballot Facility: Members of the Company have right to vote through electronic voting facility and voting by post for all businesses classified as special business under the Companies Act, 2017, ("the Act") in the manner and subject to conditions contained in the Companies (Postal Ballot) Regulation, 2018, ("the Regulations").

      Polling on Special Business Resolutions:

      The members are hereby notified that pursuant to Companies (Postal Ballot) Regulations, 2018 ("the Regulations") amended through Notification dated December 05, 2022, issued by the Securities and Exchange Commission of Pakistan ("SECP"), 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. Accordingly, members of GOC (Pak) Limited (the "Company") will be allowed to exercise their right to vote through electronic voting facility or voting by post for the special business in its forthcoming Annual General Meeting to be held on 22-10-2025, at 11:00 A.M., in accordance with the requirements and subject to the conditions contained in the 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 14-10-2025.

      2. The web address, login details, and password, will be communicated to members via email. The security codes will be communicated to members through SMS from the web portal of Corptec Associates (Private) Limited (being 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 19-10-2025 and shall close on 21-10-2025 at 5:00 p.m. Members can cast their votes any time during 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 Voting Through Postal Ballot:

The members shall ensure that duly filled and signed ballot paper, along with copy of Computerized National Identity Card (CNIC), should reach the Chairman of the meeting through post on the Company's registered address Small Industries Estate, Sialkot, Pakistan or email at chairman@gocpak.com one day before the Annual General Meeting on 21-10-2025 up to 5.00 p.m. The signature on the ballot paper shall match the signature on CNIC. This postal Poll paper is also available for download from the website of the Company at https://www.gocpak.com or use the same as attached to this Notice and published in newspapers. Please note that in case of any dispute in voting including the casting of more than one vote, the Chairman shall be the deciding authority.

E-voting Service Provider:

M/s Corptec Associates (Private) Limited

1. Unclaimed Dividend / Shares

   Shareholders who could not collect their dividend / physical shares are advised to contact our Share Registrar to collect / enquire about their unclaimed dividend or shares, if any.

2. Conversion of Physical Shares into Book-entry Form: SECP has issued a letter No. CSD/ED/Misc./2016-639-640 dated March 26, 2021 addressed to all listed companies referring their attention towards the provision of Section 72 of the Companies Act, 2017 (the Act) which requires to all the then existing companies to replace shares issued by them in physical form with shares to be issued in the Book-Entry-form within a period not exceeding four years from the date of the promulgation of the Act. In order to ensure full compliance with the provisions of aforesaid Section 72 and to be benefitted from the facility of holding shares in the Book-Entry-Form, shareholders may contact a PSX member, CDC participant, or CDC Investor Account Service Provider, or our Share Registrar Office for assistance in opening CDSAccount and subsequent conversion of the physical shares into book-entry form.

Agenda Item No. 5 of The Notice - Ratification and Approval of the Related Party Transactions:

Transactions conducted with the related parties have to be approved by the Board of Directors duly recommended by the Audit Committee on quarterly basis pursuant to regulation 15 of the Listed Companies (Code of Corporate Governance) Regulations, 2019. However, since majority of the Company's Directors were interested due to their common directorships and therefore these transactions are being placed for the approval by shareholders in the Annual General Meeting. All transactions with related parties to be ratified have been disclosed in the note 33 to the financial statements for the year ended 30 June 2025. Detail of compensation to key management personnel comprising of chief executive officer, directors and executives is disclosed in Note 32 to the financial statements for the year ended 30 June 2025. The Company carries out transactions in the normal course of business. All transactions entered into with related parties require the approval of the Audit Committee of the Company. Upon the recommendation of the Audit Committee, such transactions were placed before the Board of Directors for approval. The nature of relationship with these related parties has also been indicated in the financial statements for the year ended 30 June 2025. The Directors are interested in the resolution only to the extent of their shareholding and having their common directorships in such related parties.

Agenda Item No. 6 of the Notice - Authorization for the Board of Directors to approve the Related Party Transactions during the Year Ending on 30 June 2026.

The Company shall be conducting transactions with its related parties during the year ending on 30 June 2026 in the normal course of business. The majority of Directors are interested due to their common directorship in the associated undertakings. In order to promote transparent business practices, the shareholders are required to authorize the Board of Directors to approve transactions with the related parties from time-to-time and on case to case basis for the year ending on 30 June 2026, which transactions shall be deemed to be approved by the Shareholders. These transactions shall be placed before the shareholders in the next AGM for their formal approval/ratification. The Directors are interested in the resolution only to the extent of their shareholding and/or only their common directorships in such related parties.

INDUSTRIAL PROFILE

GOC (Pak) Limited was incorporated in Pakistan on June 02,1964 to incarnate a strong yearn of Late Anwar Khawaja, the first Managing Director of the Company, of making the WORLD'S BEST hockey stick in collaboration with Messrs H.J. Gray & Sons of Cambridge, England [presently named as "Grays of Cambridge (International) Limited" under an agreement made and signed in1963.

The formal inauguration of this Pak-British joint enterprise was held on May 08, 1965 although the unit commenced its commercial production on April 01,1965 under the elite supervision of an English technician, Mr. D. Fosket who had actually made hockey sticks with his own hands for more than half a century. This great expert gave training to Pakistani workers and carved them into a team of adroit and enchanting craftsmen by inculcating them with all his expertise, elegance and excellence.

During 1983, while the Company continued progressively conventional hockey sticks (around 90,000 sticks a year), the management acquired technical know-how from Mr. Toon Coolen of Netherlands and started making a Novelty Stick with a U-Shaped head approved by the Rules Committee of the International Hockey Federation. By virtue of this blending mechanization with the skills of the local craftsmen, the hockey sticks produced by this unit have met with a global acceptance as the best ever-made and the venture proved to be an International success. The fact that the first mark of 17,590 hockey sticks produced and exported during 1965 has culminated to its present volume of more than hundred sixty thousand sticks a year has evidently placed GOC fairly and squarely on the World Hockey Map.

Equally important was the year 1973, which also witnessed expansion in Company's Product Line. A Cricket Ball manufacturing unit was established to produce balls with the World's most famous brand names "DUKE & SONS" and "GRAY-NICOLLS". This unit has also shown a tremendous growth as evidenced by rising production of completely hand-sewn cricket balls from a few thousand in its first year of inception to around hundred thousand a year at present. These balls are being used in first class as well as the Test Cricket in Pakistan and abroad.

The Company has a global net work of marketing agents as well as a full fledged quality control wing consisting of on job trained supervisors headed by a professional, all working under a regular control of the Company's Chief Executive / Technical Director Mr. Khawar Anwar Khawaja who did his B.E. from the University of Engineering and Technology, Lahore.

CORPORATE PROFILE

The Company which was incorporated as a private limited went public in April 1986 and was listed on Pakistan Stock Exchange in January 1987. The issue was very well received by public and was over-subscribed by 200 times, a record response by public. Since then, the share of the Company has a very strong demand which is well supported by the fact that its 10 rupees shares has touched a 450 rupees price and is being quoted at rupees 136.07 at present.

At the same time, a plan for diversification in financial and economic activities is also underway, and as a result thereof, the Company co-sponsored a leasing company named GRAYS LEASING LIMITED, listed on Pakistan Stock Exchange with an equity capital of 100 million Rupees which was also over subscribed even under the prevailing crunch in the investment market.

The financial performance of the Company is also revealed by a simple statistic that the shareholders' equity was 225 thousand rupees in 1965 and 677 million rupees in 2025.

The Company has been declared as one of the Top 25 Companies by the Pakistan Stock Exchange for eight consecutive years from 1989 to 1996. For the years 1997 and 1998, company was not ranked among Top 25 Companies just for lack of some membership criteria. For 1999 to 2002 it has again been ranked among the Top 25 Companies.

GOC under the Chairmanship of Mr. Khurram Anwar Khawaja and Chief Executive Officer, Mr. Khawar Anwar Khawaja, has pledged itself to very strong commitment to realism and honesty with its principals which legislates for the benefits of the public and not least of the sports and sportsmen.

Review Report by Chairman u/s 192 of the Companies Act, 2017

The year under review, the board members diligently performed their duties and thoroughly reviewed, discussed and approved business strategies, Corporate Objectives, Plans, Financial Statements and other reports. All the significant issues throughout the year were presented before the Board regularly by the management, internal and external auditors and other independent consultants. The Board has exercised its powers in accordance with the laws and regulations applicable on the Company. All the directors on the Board are fully conversant with their duties and responsibilities as directors of the Company. The Board of your Company has been assigned the role and responsibilities as defined by the Code of Corporate Governance and the Companies Act 2017, briefly enumerated below:

• Performance of fiduciary and statutory duties with a sense of objective judgment and in good faith, in the best interest of the Company and its stakeholders.

• Maintenance of high corporate governance standards, including governance of risk management.

• Adherence to the Company objectives, vision and mission.

• Performance of specific tasks as outlined in Regulation 10 of Code of Corporate Governance.

During the year under review, the overall performance of the Board on basis of approved criteria was satisfactory.

Sialkot: (Khurram Anwar Khawaja)

26 September 2025 Chairman

The Directors have the pleasure to present you the Annual Report for the year ended 30 June 2025 of the GOC (Pak) Limited along with the audited financial statements and the Auditors' Report thereon. The statement of compliance with best practices of Code of Corporate Governance and the Auditors' Report thereon are also given for your perusal.

NATIONAL ECONOMY

Pakistan's economy showed some recovery during the year ended 30 June 2025, with GDP growing by 2.7%, supported by a noticeable reduction in inflation, record remittance inflows, and the monetary policy rate reducing to 11%. Despite this macroeconomic improvement, the industry remained under pressure due to reduced demand and increase in taxes and duties, resulting in reduced dispatches and lower capacity utilization. As the economy is projected to grow, albeit at a slow pace, a gradual recovery is expected during the next financial year.

PERFORMANCE REVIEW

Revenue for the year is Rs. 472,315,817 compared to Rs. 578,667,000 showing 18.38% decrease over the same period of last year. Exports of wooden hockey sticks and composite hockey sticks have shown declining trend during the year.

We kept on putting efforts for increasing our share in the composite sticks market and we kept our focus on research and development which resulted in very good feedback from the customers and international players. The Company overheads remained under control due to management strategies despite of inflationary trend in the cost of inputs.

In order to increase our market share in an increasingly competitive environment, the Company has continued to invest in its brands and their distribution. We believe that in the coming years, the Company will need to increase investment in distribution and promotion to withstand challenges surrounding the business environment.

The Company has continued to focus on reassessing the changing needs of the markets and investing in product quality and innovation.

Keeping in view the present market situation your Directors express their satisfaction over the progress and show determination for gaining the position of one of the top supplier of sports goods.

The Board of Directors and the Audit Committee of the Board regularly review the risk matrix in terms of impact and probability of occurrence. The senior management team, led by the Chief Executive Officer and Executive Director is responsible for risk mitigation measures. The Company's ability to continually assess market conditions and then react decisively, allows the Company to manage risks responsibly and take opportunities to strengthen the position of the Company when they arise. The major risk to which company is exposed and their mitigation is explained in note 34 of the financial statements.

MATERIAL CHANGES

No adverse material changes affecting the financial position of the Company have occurred between the end of the financial year to which this statement of financial position relates and the date of the Director's Report.

ENVIRONMENT, HEALTH & SAFETY

Your Company is striving to meet the environmental, health and operational practices through introducing products that are pollution free through with low emissions. Firefighting drills and safety workshops executed at Company office and plant location. Your Company continued focusing on safety and risk control which enables minimizing the risks of injuries and accidents through use of helmets and other precautionary measures.

CORPORATE SOCIAL RESPONSIBILITY

On CSR, the Company's management continued its focus on helping the community during the current year.

FUTURE OUTLOOK

Your Company has successfully developed a range of composite sticks and hopefully the sales will grow in this area in the years to come due to which we hope to increase our profitability. We expect growth in future years in export of cricket ball in the cricket playing countries like South Africa, Australia and England as well as in local sales in Pakistan.

Your management is always cognizant of the challenges that might lie ahead and will continue to proactively adapt in order to ensure optimum performance by your Company and superior returns for its shareholders.

DIVIDEND

The Board of Directors has recommended payment of cash Dividend @ 10% i.e. Re. 1 per share for the year under review.

GRAYS LEASING LIMITED

GOC (Pak) Limited holds 37.21 percent of the paid up capital of Grays Leasing Limited. The shareholders' equity of this company as on 30 June 2025 is Rupees 76.583 million as compared with Rupees 71.153 million on 30 June 2024.

CODE OF CORPORATE GOVERNANCE

The requirements of the Code of Corporate Governance, relevant for the year ended 30 June 2025 have been adopted by the Company and have been duly complied with. A statement to this effect is annexed to the report. The transaction conducted the related parties are disclosed in the note 33 of the financial statements for the year ended 30 June 2025.

BOARD OF DIRECTORS

The Board of Directors is responsible for the overall governance and administration of the Company. All directors are aware of their duties and powers. They exercise their fiduciary responsibilities through board meetings which are held every quarter for reviewing and approving the adoption of company's financial statements in addition to review and adoption of company's significant plans, decisions, projections, forecasts, and budgets having regard to the recommendations of the Sub-committees. The responsibilities include establishing the Company's strategic objectives, providing leadership supervising the management of the business and reporting to shareholders on their stewardship.

Board Of Directors as at June 30, 2025 consists of:

Numbers of Directors

1. Male 07

2. Female 01

Composition of Board:

Independent Directors: 02

Non-Executive Directors: 04

Executive Directors: 02

MEETINGS OF BOARD OF DIRECTORS

During the year, four meetings of the board were held. Attendance of each director is as under:

ANNUAL BOARD PERFORMANCE

The Board considers its performance assessment as a key contributor to good governance as it provides feedback from the directors on their perceptions of how the Board is currently performing its roles and responsibilities. Envisaging the same, the Board devised in-house questionnaires based on emerging and leading practices to assist performance of the Board as a whole, of its committees and of its members. The Company Secretary presents the summarized report for discussion and review of the Board annually.

DIRECTORS' REMUNERATION

The remuneration of the Board members is approved by the Board itself. However, in accordance with the Code of Corporate Governance (CCG), it is ensured that no director takes part in deciding his own remuneration. The company does not pay remuneration to non-executive directors except fee for attending the meetings, in order to retain the best talent, the company's remuneration policies are structured in line with prevailing industry trends and business practices. For information on remuneration of directors and CEO in 2024-25, please refer note 32 to the financial statements.

MEETINGS OF AUDIT COMMITTEE

During the year, four meetings of the audit committee were held. Attendance of each director is as under:

MEETING OF HUMAN RESOURCE AND REMUNERATION COMMITTEE

During the year, one meeting of the human resource and remuneration committee was held. Attendance of each director is as under:

CORPORATE AND FINANCIAL REPORTING FRAME WORK

In compliance with the Code of Corporate Governance, we give below statements on Corporate and Financial Reporting Framework:

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

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

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

• International Financial Reporting Standards, as applicable in Pakistan, have been followed in preparation of financial statements.

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

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

• There has been no material departure from the best practice of corporate governance.

INFORMATION SYSTEM

The Company has implemented a computer-based management information system which provide a centralized database, support integration between the manufacturing and financial systems, and assist the Company in providing meaningful data in time for management decision making. This system is being continuously reviewed by internal and statutory auditors.

PERSONNELAND WORKING ENVIRONMENT

Your Company is well aware of the importance of a team of skilled workers and staff. Therefore, in-house programs designed for this purpose are regularly undertaken. Fresh apprentices are trained through on-job practical working methods. At the same time, other important areas like health, safety and better working environment are also being looked after very well.

The Company also affords opportunity to its employees to attend workshops and training seminars arranged by various management training institutions.

RETIREMENT BENEFITS

The Company operates a funded contributory provident fund scheme for its employees. Fair value of investment based on respective un-audited accounts is Rupees 26.652 million (2024: Rupees 22.165 million).

AUDITORS

The present auditors Messrs. HLB Ijaz Tabussum & Company, Chartered Accountants, retires, and there is a proposal for appointment of Messrs Tabussum Saleem & Company, Chartered Accountants. The Audit Committee has recommended the same.

KEY OPERATING AND FINANCIAL DATA

Key operating and financial data for the last decade is given in a summarized form hereafter this report.

PATTERN OF SHAREHOLDING

A statement of the pattern of shareholding of certain class of shareholders as at 30 June 2025, whose disclosure is required under the reporting framework, is included in the report.

No training program for directors was required during the year as two (2) directors of the Company are exempt from directors' training program due to 14 years of education and 15 years of experience on the board of a listed company and six (6) remaining directors have completed the directors' training program.

The Directors, CEO, CFO, Company Secretary and their spouses or minor children did not carry out any trade in the shares of the Company during the year.

APPRECIATION

Before conclusion, I, on behalf of the Board of Directors, wish to place on record my very special thanks to all whose contributions helped us to achieve this performance.

ON BEHALF OF THE BOARD OF DIRECTORS

Sialkot: 26 September 2025 (Khawar Anwar Khawaja) (Muhammad Tahir Butt)

Chief Executive Officer Director

(Rupees in thousand)

INCOME

Sales and revenues Cost of sales

Operating and other costs Taxes on income

Profit / (loss) after taxation

19

FINANCIAL POSITION

Current assets

Less: Current liabilities Net working capital

Fixed assets and long term deposits Shareholders' equity

STATISTICS AND RATIOS

Dividend Percent

Profit on shareholders' equity Percent Profit before tax to sales Percent Current ratio

496,102

309,260

149,242

11,768

25,832

587,428

92,591

494,837

182,433

677,270

10.00

5.55

7.96

6,34:1

606,642

364,393

131,306

12,092

98,850

557,948

88,938

469,010

196,994

666,004

20.00

16.66

19.17

6.27:1

730,596

437,666

129,395

9,780

153,755

459,172

58,069

401,103

184,180

585,283

25.00

27.94

23.65

7.91:1

337,249

156,986

77,115

5,788

97,361

385,577

46,993

338,584

100,672

439,256

10.00

23.48

43.32

8.20:1

209,291

142,318

55,985

5,264

5,724

273,150

40,030

233,120

108,851

341,971

-3.21

5.37

6.82:1

262,297

171,261

69,518

2,639

18,879

292,586

54,402

238,184

105,324

343,508

10.00

6.26

8.37

5.38:1

328,732

192,918

60,825

3,457

71,531

289,269

43,503

245,766

93,541

339,306

20.00

22.10

24.58

6.65 :1

238,865

157,764

51,033

3,769

26,300

241,790

51,665

190,126

85,085

275,210

10.00

10.93

12.58

4.68 :1

215,542

150,304

51,286

2,125

11,827

221,079

41,967

179,111

74,675

253,786

6.50

5.50

6.51

5.27 :1

266,459

ANNUAL REPORT 2025

177,480

47,560

3,512

37,907

239,659

52,519

187,140

70,142

257,283

21.00

16.10

15.64

4.56 :1

Statement of Compliance with Listed Companies (Code of Corporate Governance) Regulations, 2019 ("the Regulations")

Name of Company: GOC (Pak) Limited 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 eight (8) as per the following:

   1. Male: 7

   2. Female: 1

2. The composition of the Board is as follows:

   Category	Names
   Independent Directors	Syed Zahoor Hassan Dr. Aamir Matin
   Non-Executive Directors	Mr. Khurram Anwar Khawaja Mr. Muhammad Tahir Butt Mr. Omer Khawar Khawaja Mrs. Nuzhat Khawar Khawaja (Female Director)
   Executive Directors	Mr. Khawar Anwar Khawaja (Chief Executive Officer) Mr. Ameer Khawar Khawaja

3. The Directors have confirmed that none of them is serving as a Director on more than seven listed companies, including this company;

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

5. The Board has developed a vision / mission statement, overall corporate strategy and significant policies of the company. The Board has ensured that complete record of particulars of the significant policies along with their date of approval or updating is maintained by the Company;

6. All the powers of the Board have been duly exercised and decisions on relevant matters have been taken by the Board / shareholders as empowered by the relevant provisions of the Companies Act, 2017 (the Act) and the Regulations;

7. The meetings of the Board were presided over by the Chairman and, in his absence, by a Director elected by the Board for this purpose. The Board has complied with the requirements of the Companies Act, 2017 (the Act) and the Regulations with respect to frequency, recording and circulating minutes of meeting of the Board;

8. The Board have a formal policy and transparent procedures for remuneration of Directors in accordance with the Act and the Regulations;

9. Following Directors have attained the directors training program certification:

   Names of Directors

   Dr. Aamir Matin Syed Zahoor Hassan Mr. Muhammad Tahir Butt Mr. Omer Khawar Khawaja Mrs. Nuzhat Khawar Khawaja Mr. Ameer Khawar Khawaja

   Following Directors meets the exemption criteria of minimum of 14 years of education and 15 years of experience on the Boards of listed companies, hence are exempted from Directors' training program:

   Names of Directors

   Mr. Khurram Anwar Khawaja Mr. Khawar Anwar Khawaja

10. The Board has approved appointment of Chief Financial Officer, Company Secretary and Head of Internal Audit, including their remuneration and terms and conditions of employment and complied with relevant requirements of the Regulations;

11. Chief Financial Officer and Chief Executive Officer duly endorsed the financial statements before approval of the Board;

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

    1. Audit Committee

       Names	Designation held
       Syed Zahoor Hassan	Chairman
       Mr. Omer Khawar Khawaja	Member
       Mr. Khurram Anwar Khawaja	Member
       Arfan Shahzad	Secretary

    2. HR and Remuneration Committee

    Names	Designation held
    Syed Zahoor Hassan	Chairman
    Mr. Khawar Anwar Khawaja	Member
    Mr. Khurram Anwar Khawaja	Member
    Arfan Shahzad	Secretary
    	20

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 (quarterly / half yearly / yearly) of the committee were as per following:

    1. Audit Committee

       Four quarterly meetings were held during the financial year ended June 30, 2025.

    2. HR and Remuneration Committee

    One meeting of HR and Remuneration Committee was held during the financial year ended June 30, 2025.

15. The board has set up an effective internal audit function who are considered suitably qualified and experienced for the purpose and are conversant with the policies and procedures of the company.

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 Institute of Chartered Accountants of Pakistan and registered with Audit Oversight Board of Pakistan, that they and all their partners are in compliance with International Federation of Accountants (IFAC) guidelines on code of ethics as adopted by the Institute of Chartered Accountants of Pakistan and that they and the partners of the firm involved in the audit are not a close relative (spouse, parent, dependent and non-dependent children) of the Chief Executive Officer, Chief Financial Officer, Head of Internal Audit, Company Secretary or Director of the company;

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

18. We confirm that all requirements of regulations 3, 6, 7, 8, 27, 32, 33 and 36 of the Regulations have been complied with;

19. Explanations for non-compliance with requirements, other than regulations 3, 6, 7, 8, 27, 32, 33 and 36 are below:

    Sr. No.	Requirement	Explanation of Non-Compliance	Regulation Number
    1	Nomination Committee The Board may constitute a separate committee, designated as the nomination committee, of such number and class of directors, as it may deem appropriate in its circumstances.	Currently, the Board has not constituted a separate nomination committee and the functions are being performed by the human resource and remuneration committee. The Board shall consider to constitute nomination committee when required.	29
    2	Risk Management Committee The Board may constitute the risk management committee, of such number and class of directors, as it may deem appropriate in its circumstances, to carry out a review of effectiveness of risk management procedures and present a report to the Board.	Currently, the Board has not constituted a risk management committee and senior officer of the Company performs the requisite functions and apprise the Board accordingly. The Board shall consider to constitute risk management committee when required.	30
    3	Disclosure of significant policies on website The Company may post key elements of its significant policies, brief synopsis of terms of reference of the Board's committees on its website and key elements of the directors' remuneration policy.	Although these are well circulated among the relevant employees and directors, the Board shall consider posting such policies and synopsis on its website in near future.	35
    4	Directors' Training Companies are encouraged to arrange training for at least one head of department every year under the Directors' Training Program from July 2022.	The Company has planned to arrange Directors' Training Program certification for head of department in next few years.	19(3)
    5	Responsibilities of the Board and its members The Board is responsible for adoption of corporate governance practices by the company.	Non-mandatory provisions of the Regulations are partially complied. The Company is deliberating on full compliance with all the provisions of the Regulations.	10(1)
    6	Significant policies The Board is required to approve anti-harassment policy to safeguard the rights and well-being of employees.	During the year, Securities and Exchange Commission of Pakistan (SECP) amended regulation 10 of the Regulations on 12 June 2024. Currently, the management is assessing this amendment and compliance thereof, as applicable, will be performed in due course of time.	10(4)(xvi)
    7	Role of the Board and its members to address Sustainability Risks and Opportunities The Board is responsible for governance and oversight of sustainability risks and opportunities within the Company by setting the Company's sustainability strategies, priorities and targets to create long term corporate value.	SECP introduced new regulation 10A in the Regulations on 12 June 2024. Currently, the management is assessing this amendment and compliance thereof, as applicable, will be performed in due course of time.	10(A)

20. The two elected independent directors have requisite competencies, skills, knowledge and experience to discharge and execute their duties competently, as per applicable laws and regulations. As they fulfill the necessary requirements as per applicable laws and regulations, hence, appointment of a third independent director is not warranted.

(KHURRAM ANWAR KHAWAJA)

Chairman

26 September 2025 Sialkot

IJAZ TABUSSUM & CO.

Chartered Accountants

EQUITY AND LIABILITIES

SHARE CAPITAL AND RESERVES

Authorized share capital

2025 2024

Note Rupees Rupees

CONTINGENCIES AND COMMITMENTS TOTAL EQUITY AND LIABILITIES

8

769,861,285 754,942,343

The annexed notes from 1 to 44 form an integral part of these financial statements.

KHAWAR ANWAR KHAWAJA ARFAN SHAHZAD

CHIEF EXECUTIVE CHIEF FINANCIAL OFFICER

MUHAMMAD TAHIR BUTT

DIRECTOR