Intermarket Securities LtdPSX: IMS

Adopted Annual Accounts (transition period) duly approved by shareholders in the AGM

· Issued by Intermarket Securities Ltd

HALF YEAR REPORT AUDITED

2025

S E C U R I T I E S L T D



S E C U R I T I E S L T D

Contents

02

Company Information

03

Vision & Mission Statements

04

Notice of Annual General Meeting

08

Profile of Board of Directors

10

Chairperson Review

11

Directors' Report to the Members

23

Six Years at a Glance

24

Gender Pay Gap Statement

25

Statement of Compliance with the code of Corporate Governance

27

Independent Auditors'Review Report

to the Members Statement of Compliance with the code of Corporate Governance

30

Independent Auditors' Report to the Members

35

Statement of Financial Position

36

Statement of Profit or Loss

and Other Comprehensive Income

37

Statement of Comprehensive Income

38

Statement of Changes in Equity

39

Statement of Cash Flows

40

Notes to the Financial Statements

78

Pattern of Shareholding

Annexure

Form of Proxy



S E C U R I T I E S L T D

Company Information

Board of Directors Mrs. Erum Bilwani - Chairperson Mr. Shehzad Hussain - Director

Mr. Muhammad Rehan Alam - Director Mr. Muhammad Ashfaq - Director

Mr. Muhammad Ahmed Masood - Director

* Mr. Raza Jafri - Director (Resigned on 21-07-2025) Mr. Wajid Hussain - CEO & Director

Audit Committee Mr. Muhammad Ashfaq - Chairman Mr. Muhammad Rehan Alam - Member Mr. Shehzad Hussain - Member

Mr. Ahmed Masood - Member

HR & R Committee * Mr. Muhammad Ashfaq - Chairman (appointed on 12-06-2025) Mr. Shehzad Hussain - Member

Mr. Rehan Alam - Member Mr. Wajid Hussain - Member

* Mr. Raza Jafri - Member

Company Secretary Mr. Shahid Kamal

Chief Financial Officer Mr. Zulfiqar Ali

Auditors M/s. Rahman Sarfaraz Rahim Iqbal Rafiq & Chartered Accountants

Plot # 180, Block-A, Sindhi Muslim Cooperative Housing Society (S.M, C.H.S Karachi, 74400).

Legal Advisors M/s. Mohsin Tayebaly & Co. (MTC) 1st Floor, Dime Centre,

BC-4, Block 9, Kehkshan, Clifton, Karachi, Pakistan.

Pinjani & Vadria Partner (Lawyers)

1st Floor, 24-C, Lane 9, Khayaban-e-Bukhari, Phase VI, DHA, Karachi.

Share Registrar M/s. F. D. Registrar Services (Pvt.) Limited

Office No. 1705-A, 17th Floor, Saima Trade Tower,

I.I. Chundrigar Road, Karachi, Pakistan.

Bankers Bank Alfalah Limited

Askari Bank Limited United Bank Limited Allied Bank Limited Bank Al Habib Limited

Habib Metropolitan Bank Limited Standard Chartered Bank Limited Habib Bank Limited

JS Bank Limited Meezan Bank Limited MCB Bank Limited Dubai Islamic Bank Summit Bank

Al Baraka Bank

Registered Office Bahria Complex-IV, 5th Floor, Extension Block, Ch. Khalique-uz-Zaman Road, Gizri, Karachi -75600, Pakistan.

Lahore Branch:

M.M Towers, Property No. 28, 11th Floor, Block K,

M.M Alam Road, Gulberg III.

Stock Exchange Branch 1:

Room Nos.1001 NB -1010NB, Stock Exchange New Building, Stock Exchange Road, Karachi.

Stock Exchange Branch 2:

Pakistan Stock Exchange Main Building, Suite No. 139-140 & 409, 3rd &

4th Floor, Karachi.

Bahadurabad: Balad Trade Centre, Suite No. 212, 2nd Floor, Block-3, B.M.C.H.S,

Karachi.

Koranig: Intermarket House, Plot No. 38-A, Adjacent Genix Pharma, Korangi Creek, Karachi.

Movenpick Branch: Office No. 34-35, Mezzanine Floor, Business Arcade, Movenpick Hotel, Plot No. CL-11,

Survey No. 2, Dr. Ziauddin Ahmed Road, Karachi.

Website https://www.imsecurities.com.pk

HALF YEAR REPORT (AUDITED) JUNE 2025 02



S E C U R I T I E S L T D

Our vision

Our vision is to develop Intermarket Securities on a professional basis in order to become the leading market player in the financial services sector and a valued contributor in the development of financial markets. We will offer best-in-class service in all our business lines and introduce superior technology solutions while keeping our clients' interests on top at all times.

Our mission

To become the preferred brokerage firm in Pakistan while playing a positive role in capital market development, leading to enhancement in the country's investor base.





S E C U R I T I E S L T D

Notice of 27thAnnual General Meeting

Notice is hereby given that 27th Annual General Meeting of the Members of Intermarket Securities Limited ('the Company') will be held on Wednesday, October 22, 2025 at 3:00 pm at ICAP Auditorium, Chartered Accountants Avenue, Clifton, Karachi and through video link arrangement, to transact the following businesses:

Ordinary Business:

  1. To receive, consider and adopt the six-month audited accounts (transition period) of the Company for the financial year ended June 30, 2025, together with the Directors' and Auditors' Reports thereon;

    Weblink

    QR Code

    https://http://www.imsecurities.com.pk/wp-content/uploads/2025/09/Annual_Report_2025.pdf



  2. To appoint Statutory Auditors of the Company for the financial year ending June 30, 2026 and to fix their remuneration. The present auditors, being eligible, have offered themselves for re-appointment.

    Special Business:

  3. To consider and, if deemed fit, approve a credit facility by the Company to Mrs. Erum Bilwani - Chairperson & Director of the Company, and to pass the following resolutions in accordance with Section 182 of the Companies Act, 2017, with or without modification(s), addition(s) and/or deletion(s):

    "RESOLVED THAT the approval oƒ the Shareholders oƒ the Company be and is hereby accorded, in addition to the existing outstanding amount oƒ PKR 50,750,482/- being availed till an extended term till Dec. 31, 2025, to an unsecured credit ƒacility oƒ Pakistani Rupees Forty Million (Rs. 40,000,000) by the Company to Mrs. Erum Bilwani - Chairperson oƒ the Company, ƒor the period oƒ two years (eƒƒective ƒrom actual disbursement) and on such terms and conditions as set out in the Loan Agreement to be executed between the Company and Mrs. Erum Bilwani, including but not limited to the amount, tenure, interest rate (iƒ any), repayment schedule, and other covenants as determined by the Authorized Person and subject to obtaining the approval oƒ the SECP beƒore sanctioning such ƒacility."

    "FURTHER RESOLVED THAT the approval oƒ the Shareholders oƒ the Company be and is hereby accorded ƒor the execution oƒ the Loan Agreement and any ancillary documents as may be necessary to give eƒƒect to the above resolution and the Authorized Persons are hereby authorized to amend the terms oƒ the loan as may be required by the SECP."

    "FURTHER RESOLVED THAT, the Chieƒ Executive Oƒƒicer and/or Company Secretary oƒ the Company ("Authorized Persons") be and are hereby authorized singly to determine the terms oƒ the loan, ƒinalize, execute and deliver all documents, agreements including the loan agreement, and do all acts, deeds and things as may be necessary or incidental to give ƒull eƒƒect to the ƒoregoing resolution, including making an application to the SECP ƒor its approval."

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

Karachi: September 30, 2025

By order of the Board

SHAHID KAMAL

Company Secretary

NOTES:

  1. The Share Transfer Books of the Company will remain closed for the period from October 15 to October 22, 2025 (both days inclusive) and no transfer of shares will be accepted for registration during this period. Transfers received in order at the Office of Company's Share Registrar M/s. F.D. Registrar Services (Private) Ltd, Office#1705, 17th Floor, Saima Trade Tower A, I.I. Chundrigar Road Karachi, Pakistan ('Registrar') at the close of business on October 14, 2025 the last working day before the start of the book closure date will be considered in time to attend and vote at the Meeting.

  2. Entitlement to attend, participate and vote at the 27th Annual General Meeting will be according to the Register of Members as at October 14, 2025.

  3. Any member who wants to attend the meeting via video link must send their particulars (Name, copy of CNIC, Folio number, cell number through email at company.secretary@imsecurities.com.pk at least 48 hours before the time of the meeting. After due verification of the said particulars, a video link/ login details will be sent through email to connect the meeting.

  4. A member of the Company entitled to attend and vote at this meeting, may appoint another person as his/her proxy to attend and vote instead of him/her. An instrument of the proxy and the power of attorney or other authority (if any) under which it is signed, or a notarially certified copy of such power or authority, in order to be effective, must be received at the Registered Office of the Company not less than 48 hours before the time for holding the meeting.



  5. CDC shareholders entitled to attend and vote at the meeting must bring his/her Participant ID and Account/Sub-Account number along with original CNIC or original passport to authenticate his/her identity. In case of Corporate entity, resolution of Board of Directors/Power of Attorney with specimen signature of the nominee shall be produced (unless provided earlier) at the time of the meeting.

  6. For appointing the proxy; CDC shareholders shall submit the proxy form as per above requirements together with attested copy of CNIC or Passport of the beneficial owner and proxy. In case of corporate entity, the Board of Directors' resolution/power of attorney, along with the specimen signature of the nominee, shall be submitted along with the proxy form to the Company.

    • The proxy form shall be witnessed by two witnesses with their names, addresses, and CNIC numbers. The proxy shall produce his/her original CNIC or original Passport at the time of meeting.

  7. Members are requested to notify/submit the following information/documents, in case of book entry securities in CDS to their respective participants and in case of physical shares to the registrar of the Company by quoting their folio numbers and name of the Company at the above mentioned address, if not earlier notified/submitted:

    • Change in their addresses, if any.

    • Members, who have not yet submitted attested photocopy of their valid CNIC are requested to submit the same along with folio numbers at earliest, directly to the Company's Share Registrar M/s. F.D. Registrar Services (Pvt) Ltd.

  8. In accordance with regulation 4(7) of the Companies (Distribution of Dividends) Regulations, 2017, shareholders are requested to provide required dividend mandate information (IBAN) to their respective CDS accounts through their participants or to the Share Registrar (if shares are in physical form) for direct credit of cash dividends into their designated bank accounts through electronic modes.

  9. The shareholders of the Company are hereby informed that as per provisions of Section 72 of the Companies Act, 2017 ('the Act'), the companies are required to replace their physical shares with book-entry-form within a period not exceeding four years from the date of the commencement of the Act. The Securities and Exchange Commission of Pakistan ('SECP'), vide their letter File no. CSD/ED/Misc./2016-639-640 dated 26th March, 2021, has advised all listed companies to pursue their such shareholders who still hold their shares in physical form for converting the same into CDC. Therefore as advised by SECP, the shareholders who hold physical shares are requested to convert the same into book-entry-form as soon as possible.

  10. In accordance with the Companies (Postal Ballot) Regulation, 2018, (the "Regulations") the right to vote through electronic voting facility and voting by post shall be provided to members of every listed company for, inter alia, all businesses classified as special business under the Companies Act, 2017 in the manner and subject to conditions contained in the Regulations. Detail of E-Voting facility will be shared through e-mail with those members of the company who have valid cell numbers / e-mail addresses available in the Register of Members of the Company on October 14, 2025 by the e voting service provider.

    Identity of the members intending to cast vote through e-voting shall be authenticated through electronic signature or authentication for login. Members shall cast vote online from October 17, 2025 at 9:00 A.M. till October 21, 2025 5:00

    P.M. Voting shall close on October 21, 2025 at 5:00 P.M. Once the vote on the resolution has been casted by a Member, he/she shall not be allowed to change it subsequently.

    Members may alternatively opt for voting through postal ballot. For convenience of the members, Ballot Paper will be available on the Company's website https://www.imsecurities.com.pk/ . The members must ensure that the duly filled and signed ballot paper, along with a copy of Computerized National Identity Card (CNIC) should reach the Chairman of the meeting through post at the Company's registered address as above or email at chairman@imsecurities.com.pk one day before the AGM, i.e., on October 21, 2025 before 5:00 P.M. A postal ballot received after this time / date shall not be considered for voting. The signature on the Ballot Paper shall match with signature on the CNIC.

  11. Pursuance to the SECP's SRO No. 389(i)/2023 dated 21 March 2023 the Company has sought approval from members in the EOGM held on December 20, 2024. Therefore, audited financial statement for the financial year ended June 30, 2025 will be circulated through QR enabled code and web link. However, hard copies of the financial statements along with all respective report can be provided on written demand of the members at their registered address. Furthermore, aforesaid Financial Statements and reports will also be available at the website of the Company https://www.imsecurities.com.pk/ at least twenty-one days before the date of meeting.

  12. All corporate members are requested to provide list of ultimate beneficial shareholding having 10% and above controls in their organization.

  13. In adherence to the regulatory requirements set forth by the SECP, it is hereby stated that no gifts will be distributed at the meeting.

  14. For any query/information, members may contact the Company at email address: company.secretary@imsecurities.com.pk and/or the Share Registrar of the Company at above mentioned address. Members may also visit website of the Company https://www.imsecurities.com.pk/ for notices/information.



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

This statement sets out the material facts pertaining to the Special Business to be transacted at the Annual General Meeting of Intermarket Securities Limited (the "Company") to be held on Wednesday October 22, 2025.

As such, this statement of material facts pertains to the credit facility of PKR 40,000,000, if deemed fit and approved, to be extended by the Company to Mrs. Erum Bilwani - Chairperson & Director of the Company, subject to the approval of the SECP. Pursuant to a Board Resolution dated July 1, 2024, the Company, in accordance with the applicable laws, approved a loan of up to PKR 250,000,000/- to its directors and/or relatives, which was availed by Ms. Erum Bilwani pursuant to a Loan Agreement dated July 1, 2024, as amended by an Amendment Agreement dated June 1, 2025 extending the term of the Loan Agreement till Dec. 31, 2025 An amount of PKR 200,000,000/- has been repaid by Ms. Erum Bilwani, while and amount of PKR 50,750,482/-remains outstanding and is repayable by the end of the extended term.

Following are the details of the new loan to be extended in accordance with S.R.O. 423 (I)/2018:

S. No.

Description

Information Required

(i)

Name of the Person

Erum Bilwani

(ii)

Description and purpose of the loan

Personal

(iii)

Amount of loan

40 million

(iv)

Rate of interest, mark up etc

KIBOR plus 2%

(v)

Security if any, obtained/ to be obtained by the company

Unsecured

(vi)

Repayment schedule

Repayment in Installment as agreed between the parties within two years.

(vii)

Disclosure regarding mandatory approval of the Commission

Approval of Commission will be sought after approval of Shareholders

(viii)

Other principal terms and conditions

As per agreement

(ix)

A brief on company's policy regarding the loans for directors or their relatives.

As per the board approved policy, the Company can give loan to directors in compliance with requirement of Companies Act, 2017

No other director has any interest, directly or indirectly, in the resolutions except to the extent of their shareholding in the Company.



Ballot Paper

Ballot Paper for Voting through Post for the Special Business at the Annual General Meeting of Intermarket Securities Limited to be held on October 22, 2025 at 3:00 pm at ICAP Auditorium, Chartered Accountants Avenue, Clifton, Karachi

Duly filled/signed ballot paper to be sent to the Chairman, Intermarket Securities Limited, Registered Office: 5th Floor, Bahria Complex IV, Ext. Block, Gizri, Karachi, Pakistan (website https://www.imsecurities.com.pk) or by email at chairman@imsecurities.com.pk

Name of shareholder/joint shareholders

Registered Address

Folio / CDS Account Number

Number of shares held

Name of Proxy Holder

CNIC/Passport Number (copy to be attached)

Additional Information and enclosures (In case of representative of body corporate, corporation and Federal Government.)

Name of Authorized Signatory

CNIC/Passport Number (copy to be attached)

1. Please indicate your Vote by ticking (?) the relevant box.

2. In case both the boxes are marked as (?), your ballot paper shall be treated as "Rejected".

I/we hereby exercise my/our vote in respect of the following Special Resolution through postal ballot by conveying my/our assent or dissent to the following resolution by placing tick (?) mark in the appropriate box below:

.

Description of Special Resolutions

I / We assent to the Resolutions (FOR)

I / We dissent to the Resolutions (AGAINST)

"RESOLVED THAT the approval of the Shareholders of the Company be and is hereby accorded, in addition to the existing outstanding amount of PKR 50,750,482/- being availed till an extended term till Dee.31, 2025, to an unsecured credit facility of Pakistani Rupees Forty Million (Rs. 40,000,000) by the Company to Mrs. Erum Bilwani - Chairperson of the Company, for the period of two years (effective from actual disbursement) and on such terms and conditions as set out in the Loan Agreement to be executed between the Company and Mrs. Erum Bilwani, including but not limited to the amount, tenure, interest rate (if any), repayment schedule, and other covenants as determined by the Authorized Person and subject to obtaining the approval of the SECP before sanctioning such facility."

"FURTHER RESOLVED THAT the approval of the Shareholders of the Company be and is hereby accorded for the execution of the Loan Agreement and any ancillary documents as may be necessary to give effect to the above resolution and the Authorized Persons are hereby authorized to amend the terms of the loan as may be required by the SECP."

"FURTHER RESOLVED THAT, the Chief Executive Officer and/or Company Secretary of the Company ("Authorized Persons") be and are hereby authorized singly to determine the terms of the loan, finalize, execute and deliver all documents, agreements including the loan agreement, and do all acts, deeds and things as may be necessary or incidental to give full effect to the foregoing resolution, including making an application to the SECP for its approval."

Signature of shareholder(s)/ Proxy Holder/Authorized Signatory Place: Date:

NOTES/PROCEDURE FOR SUBMISSION OF BALLOT PAPER:

  1. Copy of CNIC/Passport (in case of foreigner) should be enclosed with the postal ballot form.

  2. Signature on postal ballot should match with signature on CNIC/Passport (in case of foreigner).

  3. Incomplete, unsigned, incorrect, defaced, torn, mutilated, over written ballot paper will be rejected



Directors' Profile

ERUM BILWANI

Chairperson

Mrs. Bilwani is the sponsor and major shareholder of Intermarket Securities, which was created post the acquisition of ING Barings Pakistan operations in the early 2000s.

She is a successful Pakistani businesswoman and investor with diversified experience in the financial sector primarily in the capital market. She is also a philanthropist and has worked with various NGOs in Pakistan, with a keen focus on making Pakistan better for women and developing opportunities for women to gain education and work in a safe and reputable environment.

WAJID HUSSAIN

Chief Executive Officer

Mr. Wajid has over 25 years of experience in Pakistan's capital market and has held key management positions throughout his career. Before joining Intermarket Securities Ltd in 2018, he was the CEO and Board member at Global Securities for almost 15 years. He has forged strong business relationships with the top financial institutions in Pakistan. Since joining IMS, he has been instrumental in initiating new trading relationships to expand the firm's client base and market share.

SYED RAZA HAIDER JAFRI

Executive Director (Resigned on 21-07-2025)

Mr. Raza possesses more than 15 years of experience in sell-side equity research and sales. Prior to rejoining Intermarket Securities Ltd, Raza was the Chief Executive Officer of EFG Hermes Pakistan. Raza commenced his career at AKD Securities Limited, and was last associated with AKD in the capacity of Head of Research. Raza carries an in-depth understanding of majors sectors at the PSX with a specialization in covering Commercial Banks. He was awarded "Best Analyst of 2015/16? by CFA Society Pakistan, and also received " Best Equity Salesperson" from CFA Society Pakistan two years in a row. Raza graduated from the Lahore University of Management Sciences and is a CFA charter holder.

SHEHZAD HUSSAIN

Non-Executive Director

Mr. Shehzad has over 20 years' experience in Pakistan's capital markets and has had a distinguished career representing some of the country's leading financial institutions.

Mr. Shehzad served as CEO of Intermarket Securities from 2014-2018. During his tenure at IMS, the company launched research and investment banking, as well as an institutional trading desk, leading to a rapid increase in market share. Earlier, Mr. Shehzad served as an advisor to the fund management function of the Employees Old Age Benefit Institution (EOBI) which is the national contribution and pension institution with AUMs of US$3 bn.

Prior to EOBI, he served as Vice President Capital Markets at Pak Oman Investment Company - a specialized financial institution formed as a JV between the Government of Pakistan and the Sultanate of Oman.

MUHAMMAD ASHFAQ

Independent Director

Mr. Ashfaq is a seasoned Chartered Accountant with over 25 years of audit and advisory experience, primarily in the financial services sector. Holding prestigious certifications, including FCA (Pakistan), CIMA and CGMA (UK), and CPA (Australia), he has built a distinguished career in financial advisory, internal audit, and corporate governance.



S E C U R I T I E S L T D

His expertise spans due diligence, internal control systems, and agreed-upon procedures for strategic organizations across the Middle East. He has played a key role in establishing internal audit functions for large corporations and has held leadership positions, including Director of Internal Audit at Savola Group. His extensive market experience in the Middle East positions him as a highly skilled professional in financial oversight and strategic advisory.

MUHAMMAD REHAN ALAM

Non-Executive Director

Mr. Rehan began his professional career at KPMG Taseer Hadi & Co., a member firm of KPMG International, where he gained valuable experience working with multinational clients across various economic sectors, including Maersk Pakistan and Singer Pakistan.

In late 2014, he joined Intermarket Securities, bringing with him diverse expertise in finance, compliance, audit, and assurance. His broad industry exposure and strong professional background enable him to contribute effectively to financial and regulatory functions.

MUHAMMAD AHMED MASOOD

Independent Director

Mr. Ahmed Masood graduated with outstanding merit from the Lahore University of Management Sciences in the year 2011 and soon thereafter joined the firm of MCAS & W, as an associate, beginning his journey on to becoming the Senior Partner of Haider Waheed Partners. During his years of practice, he has established himself as an adept litigator, known for his ability to identify the particulars needs of his clients, their circumstances and deliver to them effectively. His practice before the bar has demonstrated a sound understanding of the law that is well grounded in research, coupled with an argumentative style that is innovative, assertive and tackles even the most challenging propositions. His areas of specialty range from taxation and customs, land and property, election disputes as well as claims pertaining to labour/ service and other contractual matters.



S E C U R I T I E S L T D

Chairperson Review

Review Report by the Chairperson on the overall performance of Board and effectiveness of the role played by the Board in achieving the Company's objectives:

  • The Board of Directors ("the Board") of Intermarket Securities Limited ("IMS") has performed their duties meticulously in safeguarding the best interest of shareholders' of the Company and has managed the affairs of the Company in an effective and efficient manner, towards achieving its objective, in accordance with applicable laws and regulations.

  • The Board is comprised of diverse experience of professionals. They brought with them local and international working expertise in various segments of the business. The Board has ensured that there is adequate representation of non-executive and independent directors on the Board and its committees as required under the Code of Corporate Governance ("Code") and that members of the Board and its respective committees has adequate skill experience and knowledge to manage the affairs of the Company.

  • The Board has formed an Audit Committee and Human Resource and Remuneration Committee and has approved their respective TORs as required under the Code and has assigned them with adequate resources to achieve the desired objective effectively.

  • The Board has established and put in place the rigorous mechanism for an annual evaluation of its own performance and that of its committees and individual directors.

  • The Board has ensured that the directors are provided with orientation courses to enable them to perform their duties in an effective manner and that the one director on the Board have already taken certification under the Directors Training Program and the remaining directors meet the qualification and experience criteria of the Code.

  • The Board has ensured that the meetings of the Board and that of its committee were held with the requisite quorum, all the decision making were taken through Board resolution and that the minutes of all the meetings including its committee are appropriately recorded and maintained.

  • The Board has developed a code of conduct setting forth the professional standards and corporate values adhered through the Company and has developed significant policies for smooth functioning.

  • The Board has actively participated in strategic planning process enterprise risk management system, policy development, and financial structure, monitoring and approval.

  • All the significant issues throughout the year were presented before the Board or its committees to strengthen and formalize the corporate decision making process.

  • The Board has ensured that the adequate system of internal control is in place and its regular assessment through self-assessment mechanism and /or internal audit activities.

  • The Board has ensured that adequate information is shared among its members in a timely manner and the Board members are kept abreast of developments between meetings.

  • The Board has exercised its powers in light of the power assigned to the Board in accordance with the relevant laws and regulation applicable on the Company and the Board has always prioritized the Compliance with all the applicable laws and regulation in terms of their conduct as directors and exercising their powers and decision making.

On behalf of the Board, I would like to thank all the stakeholders for their trust and support. I am confident that the Company has all the ingredients necessary to achieve the expectations of all its stakeholders.

In conclusion, we pray to almighty Allah for his blessings, guidance, health and prosperity to us, our Company and its Group Company, Country and Nation.

ERUM BILWANI

Chairperson



Karachi: September 01, 2025



S E C U R I T I E S L T D

Directors' Report to the Members

The Directors of your Company are pleased to present herewith Six-Months Audited Financial Statements (for the transition period due to change of financial year) of the Company for the financial year ended June 30, 2025, together with the Auditors' Report thereon.

Principle Activities of the Business & Performance Review

The core business activity of your Company is equity brokerage. The Company posted an operating revenues of Rs. 643.56 million during the six months under review. However, the operating revenue numbers are not comparable due to change in financial year. The company's before and after-tax profits were stood at Rs. 218.73 million and Rs. 155.37 million, respectively.

The operating results of the Company for the six-month ended June 30, 2025 are summarized as follows:

January 01, 2025 to

June 30, 2025

Rupees

Operating revenue

643,561,264

Income from investments net

(10,074,694)

633,486,570

Administrative expenses

(417,451,249)

Other expenses

(18,397,963)

Other income

57,557,612

255,194,970

Finance costs

(35,135,486)

Profit before levies and taxation

220,059,484

Levies

(1,332,167)

Profit before taxation

218,727,317

Taxation net

(63,355,740)

Profit after taxation

155,371,577

Earning per share basic and diluted

0.12

The Company reported net profit of Rs. 155 million (EPS Rs. 0.12 per share) in the 2nd half of Financial year 2025.

The company's market share has increased to 7.58% from 5.82% in the corresponding period last year backed by strong market performance. The increase in market share mainly attributed to the business from foreign and retail clients. Brokerage revenue from foreign clients increased by 40x to PKR 48.70 million (2HFY24: PKR 1.2 million). Whereas, Business from local financial institutions has shown growth of 88% to PKR 99.70 million (2HFY24: PKR 52.43 million). Following the merger with EFG Hermes, the company has also expanded its reach among foreign clients and broker dealers. With an effective business and marketing strategies, the company retail business has also posted an increase of 100% to PKR 400.34 million (2HFY24: PKR 220 million). The company will continue to explore opportunities within retail segments to increase its clients base.

The year closed on a strong note, with the merger with EFG Hermes already delivering tangible benefits, supported by improving macroeconomic conditions such as multi-year low inflation and a current account surplus. This favorable backdrop has boosted investor confidence, driving stronger market participation and higher daily trading volumes and values. With the merger now complete, we are building on this momentum by expanding our market share, currently over 7%, through targeted initiatives across diverse client segments. Looking ahead, performance is expected to further strengthen as the government's focus on sustainable growth under the IMF program helps preserve macro stability, though strict compliance with IMF conditions and progress on structural reforms will remain crucial. While short-term risks persist-particularly from recent floods in Punjab, likely to extend into Sindh, that could impact agriculture (c.25% of GDP) and weigh on market activity-we remain confident that medium-term prospects will stay intact, driving improved performance for your company.

Dividend and other appropriations

During the period under review, your Company paid an interim cash dividend of 20% (Rs. 2.0 per share prior to stock split) to all eligible shareholders in respect of the financial year ended June 30, 2025 (Transition period).

Post Balance Sheet Events

No material changes and commitments affecting the financial position of the Company have occurred between the end of the financial year of the Company to which the balance sheet relates and the date of this report.



S E C U R I T I E S L T D

Financial Statements

These financial statements have been endorsed by the Chief Executive Officer and Chief Financial Officer of the Company, recommended for approval by the Audit Committee of the Board, and approved by the Board of Directors for presenting before the Members and for Members' consideration, approval and adoption. The auditors of the Company, M/s. Rehman Sarfaraz Rahim Iqbal Rafiq, Chartered Accountants, audited the financial statements and have issued an unqualified report to the Members.

Auditors

The present auditors, M/s Rahman Sarfraz Rahim Iqbal Rafiq, Chartered Accountants, shall retire at the conclusion of Annual General Meeting and being eligible for reappointment have offered themselves for the same. The Board of Directors of your Company, based on the recommendation of the audit committee of the Board, proposed M/s Rahman Sarfraz Rahim Iqbal Rafiq, Chartered Accountants, for appointment /reappointment as auditors of the Company for the ensuing year.

Change of Financial Year

The Company has changed its financial year from December end to June end to align with the tax year, in line with the requirements of the Tax Authority and the Group, for ease of tax reporting. In this regard, the Company has already obtained approval from the Tax Authority and made the requisite disclosure in accordance with the Listed Companies Regulations.

Sub-division of Ordinary Shares

Your company sub-divided its ordinary shares by reducing the par value from Rs. 10 per share to Re. 1 per share with effect from June 16, 2025. Complete disclosure has been provided under note 12 to the Audited Accounts.

Entity Credit Rating

The Pakistan Credit Rating Agency (PACRA) has maintained credit rating of the Company as for long term A- (A minus) and for short term A1 (A one) ratings have been assigned. These ratings reflect low expectation of credit risk and strong capacity for timely repayments of financial commitments.

Broker Fiduciary Rating (BFR)

PACRA has maintained the Fiduciary Rating of the Company as BFR2+. The outlook on the assigned ratings is 'Stable'. This certification has endorsed the Company's Strong quality of management and client services, and high likelihood of sustaining operations.

Broker Management Rating (BMR)

PACRA has maintained the management rating of the Company as BMR2+. The outlook on the assigned ratings is 'Stable'. This certification has endorsed the Company's capability in upholding sound regulatory compliance, control environment, and financial management. Further, governance and risk management frameworks are effective while Human Resource, Information Technology and customer services are proactive.

Pattern of Shareholding

The detailed pattern of the shareholding and categories of shareholders of the Company as at June 30, 2025, as required under the listing regulations, have been appended to this Annual Report.

Corporate Social Responsibility (CSR) Statement

The Company recognizes the significance of Corporate Social Responsibility (CSR) and remains committed to conducting its business in an ethical, transparent, and socially responsible manner. We take necessary measures to fulfill our responsibilities toward our stakeholders, society, and the environment.

As a service-based organization, the Company ensures responsible energy consumption, environmental protection, and workplace safety within its office premises. Initiatives are undertaken to promote sustainability, including efficient resource utilization and a safe, healthy work environment for employees.

To uphold integrity and professionalism, the Company has implemented robust systems and procedures to prevent corruption, maintain ethical business practices, and safeguard the interests of clients and stakeholders.

The Company maintains strong and collaborative relationships with its peers, banking partners, regulators, and other relevant institutions, fostering trust and goodwill in the corporate ecosystem.

The Board of Directors acknowledges the importance of social welfare and remains committed to supporting charitable initiatives, subject to the Company's financial position. During the period under review, the Company made donations to charitable institutions and extended support to individuals in need, reinforcing its dedication to community welfare. Furthermore, the Company contributes to the national economy by fulfilling its tax obligations, with details of taxes and levies disclosed in the financial statements.

Sustainability Risks, Mitigation, and Diversity, Equity & Inclusion (DE&I)

Your Board recognizes the importance of sustainability and responsible business practices in ensuring the long-term resilience of Intermarket Securities Limited ("the Company"). In line with the Code of Corporate Governance and international best practices, the following key areas have been identified:



S E C U R I T I E S L T D

  1. Sustainability Risks

    The Company faces certain sustainability-related risks, including:

    • Market Volatility: Exposure to fluctuations in domestic and international capital markets impacting revenues and client activity.

    • Regulatory Compliance Risks: Increased scrutiny by SECP, PSX, and other regulators, requiring robust governance and compliance frameworks.

    • Technology and Cybersecurity Risks: Growing reliance on digital trading platforms exposes the Company to operational and data security vulnerabilities.

    • Environmental & Social Expectations: Stakeholders, including institutional investors, increasingly demand responsible business conduct, transparency, and ESG integration.

  2. Mitigation Measures

    To address these risks, the Company has adopted the following measures:

    • Robust Risk Management Framework: Continuous monitoring of market, credit, and operational risks through documented policies and oversight by the Board Risk Committee.

    • Regulatory Alignment: Strengthened compliance function to ensure timely implementation of SECP/PSX directives, AML/CFT requirements, and client protection measures.

    • Technology & Cybersecurity Controls: Investment in secure trading systems, data protection tools, and periodic IT audits to minimize system downtime and cyber threats.

    • Sustainability & ESG Commitment: Adoption of responsible business practices, enhanced disclosure in line with SECP ESG guidelines, and integration of sustainability considerations in strategic planning.

  3. Diversity, Equity & Inclusion (DE&I)

    The Company is committed to fostering an inclusive, diverse, and equitable workplace where talent can thrive regardless of gender, age, background, or beliefs. Key measures include:

    • Equal Opportunity Employment: Recruitment and promotion policies ensuring merit-based decisions and elimination of bias.

    • Gender Diversity: Initiatives to increase representation of women across all levels, in line with SECP's requirement of female directors on the Board.

    • Inclusive Workplace: Implementation of the Workplace Harassment Policy in compliance with the law, supported by employee awareness and reporting mechanisms.

    • Employee Development & Wellbeing: Training, mentorship programs, and flexible work arrangements to support employee growth and work-life balance.

The Board remains committed to continuously enhancing its sustainability, risk management, and DE&I initiatives to safeguard stakeholder interests and strengthen long-term corporate resilience.

Board Performance Evaluation

In compliance with the Listed Companies (Code of Corporate Governance) Regulations, 2019, the Board has carried out its annual performance evaluation. The Board concluded that it has been effective in performing its roles, responsibilities, and fiduciary duties, and continues to provide strategic guidance, oversight of management, and safeguard the interests of all stakeholders.

Related party Disclosure

The transactions between the related parties were carried out at arm's length prices. The Company has fully complied with the best practices on transfer pricing.

Corporate Governance

The Directors confirm compliance with the Corporate & Financial Reporting Framework of the Code of Corporate Governance for the annexed below:

  1. 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.

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

  3. Appropriate accounting policies have been consistently applied in the preparation of financial statements except for the changes given in notes to the financial statements, if any; and accounting estimates are based on reasonable and prudent judgments.

  4. International Financial Reporting Standards, as applicable in Pakistan, have been followed in the preparation of financial statements and any departures there from has been adequately disclosed and explained.

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

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

  7. Key operating and financial data for the last six years in a summarized form is annexed.



    S E C U R I T I E S L T D

  8. There are no statutory payments on account of taxes, duties, levies, and charges which are outstanding as on June 30, 2025, except for those disclosed in financial statements.

  9. The Company operates an approved contributory provident fund for its eligible employees. Value of investments as per un-audited financial statements for the period ended June 30, 2025 amounts to approximately Rs. 58,657,211/-.

  10. During the period Six (6) meetings of Board of Directors were held. Attendance by each Director was as follows:

    S. No.

    Name of Director

    No. of meetings eligible to attend

    No. of meetings attended

    1

    Mrs. Erum Bilwani

    6

    5

    2

    Mr. Shehzad Hussain

    6

    6

    3

    Mr. Muhammad Rehan Alam

    6

    6

    4

    Mr. Muhammad Ashfaq

    6

    5

    5

    Mr. Muhammad Ahmed Masood

    6

    6

    6

    *Syed Raza Haider Jafri

    6

    6

    7

    Mr. Wajid Hussain

    6

    6

    *Syed Raza Haider Jafri resigned on 21-07-2025.

    - Leave of absence was granted to Directors who could not attend the meetings.

    - During the period, two (2) meetings of Audit Committee were held. Attendance by each Member was as follows:

    S. No.

    Name of Director

    No. of meetings eligible to attend

    No. of meetings attended

    1.

    Mr. Muhammad Ashfaq

    2

    2

    2.

    Mr. Shehzad Hussain

    2

    2

    3.

    Mr. Muhammad Rehan Alam

    2

    2

    4.

    Mr. Muhammad Ahmed Masood

    2

    2

    • Leave of absence was granted to Members who could not attend the Audit Committee meetings.

    • During the period, one (1) meeting of Human Resource and Remuneration Committee (HRRC) was held.

      S. No.

      Name of Director

      No. of meetings eligible to attend

      No. of meetings attended

      1

      Mr. Wajid Hussain

      1

      1

      2

      Mr. Muhammad Rehan Alam

      1

      1

      3

      Mr. Shehzad Hussain

      1

      1

      4

      *Syed Raza Haider Jafri

      1

      1

      *Syed Raza Haider Jafri resigned on 21-07-2025. The Board appointed Mr. Muhammad Ashfaq as Chairman of the Committee, and Mr. Shehzad Hussain will continue to be a member of the committee.

    • Leave of absence was granted to Members who could not attend the HRR Committee meetings.

    • Further, the board of directors has also approved formation of new board committees, like the Risk Management Committee, Nomination Committee, and ESG Committee along with respective TORs of the committee, effective from September 01, 2025, as per the requirements of the Code of Corporate Governance regulations.

  11. Pattern of shareholding is annexed at the end of the report.

  12. Newly elected directors has gone through a full-day orientation program held on May 03, 2025. The Company has a plan to send newly appointed/elected directors who don't have DTP certification to attend Directors Training Program till December 20, 2025.

  13. Two directors and an executive has sought certification in respect of the Directors' Training Program.



    S E C U R I T I E S L T D

  14. The Company is not in default or likely to default in any loans, sukuks or other debt instruments.

  15. The Board has made out and attached to the financial statements the Statement of Compliance with the Listed Companies (Code of Corporate Governance) Regulations, 2019.

  16. Share transaction(s) (if any), in the shares of the Company, has been reported by the Directors and Executives, including their respective spouses and minor children during the review period June 30, 2025 are annexed in pattern of shareholding.

    (For the clause 'P' above under Code of Corporate Governance the expression 'Executive' includes, in addition to Chief Executive Officer, Chief Operating Officer, Chief Financial Officer, Head of Internal Audit and Company Secretary by whatever name called, all other employees of the Company having basic salary of Rs. 1,200,000/- or above in a financial year.)

    Economic Overview

    Pakistan's economy has underwent noticeable stabilization, underpinned by the three-year US$7bn IMF EFF secured in September 2024 and the government's commitment to fiscal and monetary discipline. The State Bank's aggressive tightening stance was instrumental in taming inflation. Consequently, CPI eased sharply from its peak of 38.0% in May 2023 to 3.2% YoY by June 2025, and led to a sharp reduction in interest rates which halved to 11% from its peak of 22%, providing much-needed relief to households and businesses. External accounts also improved materially, with Pakistan registering a rare current account surplus of US$1.1bn during 1HCY25. This was supported by a robust 22% YoY increase in workers' remittances, which reached US$20.4bn, coupled with restrained imports and a modest recovery in exports. The PKR exhibited stability, consolidating around PKR 280/USD.

    While these developments reflect a successful stabilization phase, the durability of this progress hinges on continued compliance with the IMF benchmarks and implementation of structural reforms. Key priorities include broadening the tax base, accelerating privatization, and ensuring fiscal prudence. These measures will be crucial in safeguarding macroeconomic stability, strengthening external buffers, and paving the way for a transition from stabilization to sustainable, inclusive growth.

    Market Performance

    The KSE100 Index delivered a strong performance in 1HCY25, extending the rally witnessed in 2024. The benchmark KSE-100 Index advanced 9.1% to close at 125,627 points, underpinned by improving macroeconomic fundamentals, moderating inflation, and expectations of a sustained monetary easing cycle. Market participation remained buoyant, with average daily volumes rising 30% YoY to 577mn shares, while average daily traded value climbed to PKR28.6bn (US$102mn), reflecting robust institutional activity. In terms of investor flows, companies led with net purchases of US$66mn, followed by mutual funds (US$47mn) and individuals (US$41mn). Conversely, foreign institutional investors booked profits amid the sharp market uptrend and U.S tariff related uncertainties.

    Future Prospect and Outlook

    In 1HCY25, Intermarket Securities Limited continued to consolidate following its successful merger with EFG Hermes Pakistan in 2024, placing the Company on a strong footing to capitalize on elevated equity trading activity at the Pakistan Stock Exchange. The market outlook remains contingent on the government's ability to sustain reform momentum and position the economy on a stable growth trajectory, which could keep investor participation robust; however, any reversal in hard-won macroeconomic stability would weigh on both equity market performance and brokerage activity. Overall, we remain constructive on the outlook, supported by resilient investor sentiment, improved trading volumes, and a more stable macroeconomic backdrop.

    Acknowledgements

    The Board of Directors of your Company wishes to place on record its gratitude to the regulators, its bankers, members, clients and business partners for their continued cooperation and support. Further, the Board appreciates the valuable, loyal, and commendable services rendered to the Company by its employees and look forward to their continued support and participation in sustaining the growth of the Company in the coming years.

    In conclusion, we pray to almighty Allah for his blessings, guidance, health and prosperity to us, our Company, Country and Nation.

    On behalf of the Board of Directors

    Chief Executive Officer

    Director



    Karachi: September 01, 2025































    Six Years at a Galance

    PARTICULARS

    June 30,

    2025

    December 31,

    2024

    December 31,

    2023

    December 31,

    2022

    December 31,

    2021

    December 31,

    2020

    Operating Performance (Rupees in 000)

    Revenue

    643,561

    996,212

    455,087

    266,850

    432,231

    415,444

    Operating expenses

    435,849

    701,816

    354,667

    249,600

    341,479

    301,622

    Financial expenses

    35,135

    134,128

    74,951

    35,061

    4,101

    26,370

    Other income

    57,558

    113,106

    17,801

    4,089

    7,734

    8,414

    Gain / (loss) on investments - net

    (10,075)

    240,042

    181,516

    (170,009)

    (66,734)

    (1,635)

    Profit / (loss) before lavies and tax

    220,060

    513,416

    224,786

    (183,731)

    27,650

    94,234

    Profit / (loss) after lavies and tax

    155,372

    477,023

    203,295

    (197,958)

    (160,491)

    72,970

    Per Ordinary Shares (Rupees)

    Earnings / (loss) per share (Note2)

    0.12

    4.06

    1.87

    (0.18)

    (0.15)

    0.07

    Break-up value per share (Note 2)

    1.25

    0.89

    0.70

    0.88

    0.86

    Dividends (Percentage)

    Cash

    20%(i) (D)

    -

    -

    -

    -

    -

    Bonus shares

    -

    -

    -

    -

    -

    -

    Assets & Liabilities (Rupees in 000)

    Total assets

    3,362,260

    3,940,522

    2,138,898

    1,201,579

    1,396,762

    1,700,716

    Current assets

    3,071,971

    3,726,550

    2,051,579

    1,136,581

    1,316,672

    1,589,644

    Current liabilities

    1,748,678

    2,283,421

    1,163,026

    437,657

    437,261

    721,984

    Financial Position (Rupees in 000)

    Shareholder's equity

    1,501,456

    1,603,587

    965,837

    761,542

    959,501

    939,526

    Share capital

    665,131

    665,131

    503,405

    503,405

    503,405

    503,405

    Reserves

    Shares outstanding- (Number in 000)

    1,287,510,240

    1,287,510,240

    1,087,353,740

    1,087,353,740

    1,087,353,740

    1,087,353,740

    (Ref Note 1 and 3)

    Return on capital employed-(%)

    10.35%

    29.75%

    21.05%

    -25.99%

    -16.73%

    7.77%

    Return on total assets-(%)

    4.62%

    12.11%

    9.50%

    -16.47%

    -11.49%

    4.29%

    Current ratio-times

    1.76

    1.63

    1.76

    2.60

    3.01

    2.20

    Notes

    1. The sharecapital of the year ended Dec 19 to Dec 23 have been retroactively restated to reflect the effect of merger.

    2. On June 16, 2025, the Company sub-divided its issued ordinary shares by reducing par value from Rs. 10/share to Re. 1/share. Consequently, the ordinary shares increased proportionately, with no change in aggregate share capital. Accordingly, the ordinary shares of the comparative periods are restated. (Refer Note 12 of the Financial Statements).

    3. The Financial statements as of June 30, 2025 represents financial results for the six-month period from January 01 2025 to June 30, 2025 being transitional year as company has undergone change in Financial year from December 31 to June 30. Accordingly, the comparative information is not comparable. (Refer Note2.4 to the Financial Statements).



      S E C U R I T I E S L T D

      Gender Pay Gap Statement

      Gender pay gap statement under Circular 10 of 2024

      Following is gender pay gap calculated for the half year ended 2025:

      1. Mean Gender Pay Gap: 31%

      2. Median Gender Pay Gap: 18%

      3. Any other data/Details as deemed relevant: the above ratio reflect the overall gender pay gap across the organization

Chief Executive Officer



September 01, 2025



S E C U R I T I E S L T D

Statement of Compliance with Listed Companies

(Code of Corporate Governance) Regulations, 2019 for the transitional period from January 1, 2025 to June 30, 2025

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

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

    1. Male: 6 directors

    2. Female: 1 director

  2. The composition of board is as follows:

    CATEGORY

    NAMES

    a) Independent Directors

    b) Non-Executive Directors

    c) Female Non-Executive Director

    5) Mrs. Erum Bilwani

    d) Executive Director

    1. Mr. Muhammad Ashfaq

    2. Mr. Ahmed Masood

    1. Mr. Shehzad Hussain

    2. Mr. Muhammad Rehan Alam

    1. Mr. Wajid Hussain

    2. Mr. Syed Raza Haider Jafri

  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 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 Chairperson and, in his absence, by a director elected by the board for this purpose. The board has complied with the requirements of Act and the Regulations with respect to frequency, recording and circulating minutes of meeting of the board.

  8. The board has a formal policy and transparent procedures for remuneration of directors in accordance with the Act and these Regulations. In this respect, all directors except Executive Directors are paid a board meeting attendance fee of Rs. 100,000/- for the quarterly meetings they attend.

  9. The Company encourages its directors to attend the Directors' Training Program. To date, two directors and one executive completed the prescribed training. As per regulations, newly appointed directors are allowed one year to complete the training, i.e., by December 20, 2025. Accordingly, the Company intends to nominate the remaining directors to complete the program within this timeframe. It is also noted that the fourth director, Mr. Syed Raza Haider Jafri, resigned on July 21, 2025.

  10. The Board has approved appointment of CFO, 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. CFO and CEO duly endorsed the financial statements before approval of the board.

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

    1. Audit Committee

      Mr. Muhammad Ashfaq Chairman

      Mr. Shehzad Hussain Member

      Mr. Rehan Alam Member

      Mr. Ahmed Masood Member



      S E C U R I T I E S L T D

    2. HR and Remuneration Committee

    Mr. Muhammad Ashfaq Chairman

    Mr. Shehzad Hussain Member

    Mr. Rehan Alam Member

    Mr. Wajid Hussain Member

    Mr. Raza Jafri Member

  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 was as per following:

    1. Audit Committee Quarterly

    2. HR and Remuneration Committee Yearly

  15. The board has outsourced the 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 other requirements under Regulations 3, 6, 7, 8, 27, 32, 33, and 36 of the Code of Corporate Governance have been duly complied with. During the period under review, the designation of Mr. Shehzad Hussain was changed from Independent Director to Non-Executive Director as he becomes ineligible to be an independent director upon becoming a director in an associated private limited company. As per Regulation 6 of the Code, the Company is required to have at least two (02) or one-third of the total number of directors, whichever is higher, as Independent Directors. With a Board size of seven (07), one-third equates to 2.33. The Company has currently two (02) Independent Directors, deemed to be sufficient to enable the Board and its Committees to effectively discharge their functions. However, the company shall induct an additional Independent Director, if and when considered necessary. Further, subsequent to the reporting period, Mr. Raza Jafri, one of the Executive Directors, resigned from the Board and said casual vacancy shall be filled within the stipulated timeframe in accordance with the applicable regulations.

  19. Explanation for non-compliance (non-mandatory provision) with requirements, other than regulations 3, 6, 7, 8, 27,

32, 33 and 36 are below;

  1. In respect of Regulation 10A, which requires the establishment of a Sustainability Committee, compliance with this requirement is under process. The matter is scheduled to be placed before the Board for consideration and approval in the forthcoming meeting, after which the a dedicated Committee will be constituted to assume and discharge all responsibilities prescribed under Regulation 10A.

  2. The Company has not yet constituted a separate Nomination Committee. However, the Board currently comprises members with relevant expertise in areas covered under Regulation 29(2) of the Code of Corporate Governance. The formation of a dedicated Nomination Committee is under consideration and is expected to be approved in the upcoming Board meeting.

  3. The Company has not yet constituted a separate Risk Management Committee. However, the Board currently includes members with relevant expertise in areas specified under Regulation 30(2) of the Code of Corporate Governance. The formation of a dedicated Risk Management Committee is under consideration and is expected to be approved in the upcoming Board meeting.

Signature (s)

ERUM BILWANI



Chairperson

Karachi: September 01, 2025

INDEPENDENT AUDITOR'S REVIEW REPORT

To the members of M/s. Intermarket Securities Limited (Formerly EFG Hermes Pakistan Limited)

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

We have reviewed the enclosed Statement of Compliance with the Listed Companies (Code of Corporate Governance) Regulations, 2019 ('the Regulations') prepared by the Board of Directors of Intermarket Securities Limited (Formerly EFG Hermes Pakistan Limited) for the transition period from January 01, 2025 to June 30, 2025 in accordance with the requirements of regulation 36 of the Regulations.

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

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

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

Based on our review, nothing has come to our attention which causes us to believe that the Statement of Compliance does not appropriately reflect the Company's compliance, in all material respects, with the requirements contained in the Regulations as applicable to the Company for the transition period from January 01, 2025 to June 30, 2025.

Further, we highlight below instances of non-compliance with the non-mandatory requirements of the Regulations as stated in the below-referred paragraphs of the Statement of Compliance:

S.

No.

Nature of the Requirement

Paragraph No.

Description of the Non-Compliance

(1)

Explanation for noncompliance is required (Non-Mandatory)

9

As per Regulation 19, it is encouraged that all directors serving on the Board obtain the prescribed certification under a Directors' Training Program offered by institutions, whether local or foreign, that meet the criteria specified and approved by the Commission. A newly appointed director may obtain the certification within one year from the date of appointment to the Board.

To date, two directors and one executive have successfully completed the prescribed training. In accordance with the regulations, newly appointed directors are required to complete the Directors' Training Program within one year of their appointment, i.e., by December 20, 2025. The Company therefore intends to nominate the remaining directors to complete the program within the stipulated timeframe. It may be noted that one of the Director Syed Raza Haider Jafri resigned on July 21, 2025 and the Company intends to fill the casual vacancy within the stipulated timeframe in accordance with the relevant provisions.

Cont'd...P/2

S.

No.

Nature of the Requirement

Paragraph No.

Description of the Non-Compliance

(2)

Mandatory

18

As per Regulation 6(1) of the Regulations, a listed company is required to have at least two independent directors or one-third of the total board members, whichever is higher. Furthermore, where one-third of the board results in a fraction, the company must provide an explanation in its statement of compliance if such fraction has not been rounded up to the next whole number.

Based on the seven members on the Board of the Company, it is mandatorily required to have one-third thereof as independent directors, which comes to 2.33 members out of seven. As of December 31, 2024, there were 3 independent directors on the Company's Board. One of the said directors is now a non-executive director, which reduces the said members to 2. The company explained that its existing strength of two independent directors is, however, considered sufficient to fulfill the responsibilities of the respective committees and the Board and it shall appoint an independent director as and when it is considered necessary by it.

(3)

Explanation for noncompliance is required (Non-Mandatory)

19

As per the Regulation 10A, the Board is responsible for governance and oversight of sustainability risks and opportunities and, for this purpose, is required / encouraged to take a number of measures including, in particular, implementation of policies to promote diversity, equity and inclusion (DE&I); taking steps to proactively understand and address the principal as well as emerging sustainability risks and opportunities; ensuring that the Company's sustainability and DE&I related strategies, priorities and targets as well as performance against these targets are periodically reviewed and monitored; and establishment of dedicated sustainability committee having at least one female director, or assignment of additional responsibilities to an existing board committee.

In respect of Regulation 10A, which requires the establishment of a Sustainability Committee, compliance with this requirement is in process. The matter is scheduled to be presented to the Board for consideration and approval in the forthcoming meeting, after which a dedicated Committee will be constituted to assume and discharge all responsibilities prescribed under Regulation 10A.

(4)

Explanation for noncompliance is required (Non-Mandatory)

19

As per the Regulation no. 29 of the Regulations, 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 the circumstances.

As stated in paragraph 19 of the Statement of Compliance, The Company has not yet constituted a separate Nomination Committee. However, the Board currently comprises members with relevant expertise in areas covered under Regulation 29(2) of the Code of Corporate Governance. The formation of a dedicated Nomination Committee is under consideration and is expected to be approved in the upcoming Board meeting.

Cont'd...P/3

S.

No.

Nature of the Requirement

Paragraph No.

Description of the Non-Compliance

(5)

Explanation for noncompliance is required (Non-Mandatory)

19

As per the Regulation no. 30 of the Regulations, the Board may constitute a separate committee, designated as the Risk Management Committee, of such number and class of directors, as it may deem appropriate in the circumstances.

As stated in paragraph 19 of the Statement of Compliance, The Company has not yet constituted a separate Risk Management Committee. However, the Board currently includes members with relevant expertise in areas specified under Regulation 30(2) of the Code of Corporate Governance. The formation of a dedicated Risk Management Committee is under consideration and is expected to be approved in the upcoming Board meeting.

RAHMAN SARFARAZ RAHIM IQBAL RAFIQ

Chartered Accountants



Karachi.

Date : September 02, 2025 UDIN : CR202510213N9fFX4q0A

Attention: This is an excerpt of the original content. To continue reading it, access the original document here.

Earlier from Intermarket Securities

All Intermarket Securities news releases