Transmission of Annual Report for the Year Ended 30-06-2025

Annual Report 2025

FINANCIAL HIGHLIGHTS 2025

Shareholders' Equity

47,955

Rs. in Million

2024: 41,090

Sales Revenue

37,536

Rs. in Million

2024: 38,648

Return on Equity

24.14

Percentage

2024: 21.64

Current Ratio

3.31

Times

2024: 2.90

Earnings per Share

11.97

2024: 9.06

EBITDA to Sales

51.58

Percentage

2024: 40.46

Price Earning Ratio

6.32

Times

2024: 5.41

Interest Cover Ratio

51.72

Times

2024: 21.34

Annual Report 2025 01

CONTENTS

133 135

Form of Proxy مراف یسکارپ

02

VISION, MISSION AND CORPORATE STRATEGY

Our Vision

Be the best in the eyes of all stakeholders

Our Mission is to Provide

• Our Customers with quality cement at competitive pricing

• Our Shareholders with good returns and sustainable growth

• Our Employees with care and career development opportunities

Our Corporate Strategy

Stay ahead of competition by adopting latest technology with efficient and progressive teamwork in an environment of good governance and professionalism.

Annual Report 2025 03

ABOUT THE COMPANY

Kohat Cement Company Limited was incorporated in 1980 and is one of the leading cement manufacturing companies of Pakistan. It is an ISO 9001-2015 certified company, with an annual capacity of 4.81 Million tons of Grey Clinker and 135 thousand tons of White Clinker. The Registered office and the Factory are located at Kohat, whereas the Head Office is located in Lahore.

Open communication, transparency and good ethical behavior form the basis of our corporate values.

Our executive management has a very 'hands on'

approach and thus is involved in the day-to-day activity of the company.

No person in the management hierarchy is unapproachable; our carefully designed communication procedures ensure that any complaint or feedback is brought to the notice of the management.

Our employees experience a healthy work life balance and a constant growth in both their professional and personal life.

To help achieve our employee's full potential and foster their learning, we

frequently nominate our employees for trainings, workshops and seminars.

04

CORPORATE INFORMATION

Mr. Aizaz Mansoor Sheikh Chairman/Non-Executive Director

Mr. Nadeem Atta Sheikh Chief Executive

Mr. Ahmad Sajjad Khan Independent Non-Executive Director

Mr. Talha Saeed Ahmed Independent Non-Executive Director

Mrs. Hijab Tariq Non-Executive Director Mr. Muhammad Rehman Sheikh Non-Executive Director Mr. Muhammad Atta Tanseer Sheikh Non-Executive Director Mr. Hamza Atta Sheikh Non-Executive Director

Mr. Talha Saeed Ahmed Chairman

Mr. Aizaz Mansoor Sheikh Member

Mr. Hamza Atta Sheikh Member

Mr. Ahmad Sajjad Khan Chairman

Mr. Nadeem Atta Sheikh Member

Mr. Muhammad Rehman Sheikh Member

Ms. Iqra Khalid

Imtiaz Siddiqui & Associates

KPMG Taseer Hadi & Co. Chartered Accountants

Hameed Majeed Associates (PVT) Limited

H.M. House,

7-Bank Square, Lahore Tel: 042 - 37235081-82

Fax: 042 - 37358817

Kohat Cement Company Limited Rawalpindi Road, Kohat.

Tel: 0922 - 560990

Fax: 0922 - 560405

36-37 P, Gulberg - II, Lahore. Tel: 042 - 11 111 5225

Fax: 042 - 3575 4990

Email: mis@kohatcement.com Web: https://www.kohatcement.com

Allied Bank Limited Askari Bank Limited Bank Alfalah Limited

Dubai Islamic Bank Limited Habib Bank Limited

Habib Metropolitan Bank Limited JS Bank Limited

MCB Bank Limited

MCB Islamic Bank Limited National Bank of Pakistan Samba Bank Limited Soneri Bank Limited

Standard Chartered Bank (Pak) Ltd The Bank of Khyber

The Bank of Punjab United Bank Limited

Annual Report 2025 05

ORGANOGRAM

Audit Committee

Chief Executive Officer

HR & Remuneration Committee

Head of Internal Audit

Board of Directors

GM Works

Chief Financial Officer

Head of Planning & Development

Head of Human Resource

Head of IT

Company

Secretary

Head of Sales &

Marketing

06

NOTICE OF ANNUAL GENERAL MEETING

Ordinary Business

1. To receive, consider and adopt the audited financial statements of the Company for the year ended June 30, 2025 together with Auditors' and Directors' Reports and Chairman's Review.

2. To appoint Auditors of the Company and to fix their remuneration.

   The members are hereby notified that the present auditors, M/s. KPMG Taseer Hadi and Co., Chartered Accountants, retire at the conclusion of this Annual General Meeting.

   The Board Audit Committee and the Board of Directors have recommended the appointment of M/s. A.F. Ferguson & Co. Chartered Accountants as the auditors of the Company, who have consented to act as the auditors.

   Special Business

3. To ratify and approve transactions carried out with Related Parties in the ordinary course of business during the financial year ended June 30, 2025, under the authority of the special resolution passed in the last annual general meeting held on October 15, 2024.

4. To authorize the Chief Executive of the Company to approve all transactions with Related Parties carried out and to be carried out in the ordinary course of business during the financial year ending June 30, 2026 and till the date of next Annual General Meeting, and to further authorize him to take any and all necessary steps and to sign/execute any and all such documents/annexures on behalf of the Company as may be required.

5. To consider and if deemed fit, approve renewal of investment in the form of short-term running finance of upto PKR 600 Million in Ultra Kraft (Private) Limited (UKPL), an associated company, as per terms and conditions disclosed to the members.

Statement of Material facts as required under section 134(3) of the Companies Act, 2017 along with draft Special Resolutions are attached to this notice.

By order of the Board:

Iqra Khalid Company Secretary

Lahore: September 22, 2025

Annual Report 2025 07

This statement sets out the material facts concerning special business to be transacted at the Annual General Meeting (AGM) of the Company to be held on October 13, 2025.

The Company carried out transactions with its related parties in the ordinary course of business at arms' length basis in accordance with the Policy of related party transactions approved by the Board of Directors and under the authority of special resolution of the members passed by them in the last Annual General Meeting held on October 15, 2024. All the related party transactions summarized below were presented before the Board of Directors for their review and consideration as recommended by the Board Audit Committee on quarterly basis pursuant to Clause 15 of the Listed Companies (Code of Corporate Governance) Regulations, 2019.

The Directors have confirmed that they are only interested in these transactions to the extent of their directorship / trusteeship

/ shareholding in the related parties as disclosed above and that they do not have any other financial or other interest in these transactions.

The following resolution is proposed to be passed as Special Resolution with or without any modification:

"Resolved that following transactions carried out in the ordinary course of business at arm's length basis with the related parties, in accordance with the Policy of related party transactions approved by the Board of Directors of Kohat Cement Company Limited, during the financial year ended June 30, 2025 be and are hereby ratified, approved and confirmed.

The Company will continue to carry out transactions with its Related Parties (detailed as under) in its ordinary course of business at arm's length basis during the financial year ending June 30, 2026 and till the date of next annual general meeting.

The Directors have confirmed that they are only interested in these transactions to the extent of their directorship / trusteeship

/ shareholding in the related parties as disclosed above and that they do not have any other financial or other interest in these transactions.

Since, the majority of directors are interested in the proposed transactions as mentioned above, therefore, such related party transactions need approval of the members under the provisions of the Companies Act, 2017. Accordingly, these transactions shall be placed before the shareholders in the next AGM for their formal approval/ratification.

The following resolutions are proposed to be passed as Special Resolutions with or without modification:

"Resolved that Kohat Cement Company Limited (the Company) be and is hereby authorized to carry out the transactions with its Related Parties (detailed as under) as and when required in the ordinary course of business at arm's length basis during the financial year ending June 30, 2026 and till the next Annual General Meeting, without any limitation on the amounts of the transactions.

Further Resolved that Chief Executive of the Company be and is hereby authorized to undertake the transaction and take all necessary steps and to sign/execute any purchase order/document on behalf of the Company as may be required and to authorize any other officer of the Company to do so in order to implement the aforesaid Resolution(s)."

The Members of the Company, in their last AGM held on October 15, 2024, approved and renewed the Short Term Running Finance of upto Rs. 600 Million in the associated Company, Ultra Kraft (Pvt) Limited (UKPL), to meet its short term finance requirements for a period of one year which is valid till October 28, 2025. UKPL has requested the Company to further extend the facility for another term of one year on existing terms and conditions. The members of the Company are accordingly required to consider and if deemed fit, approve the renewal request in terms of Section 199 of the Companies Act, 2017 read with the provisions of the Companies (Investment in Associated Companies or Associated Undertakings) Regulations, 2017.

The information required under the Companies (Investment in Associated Companies or Associated Undertakings) Regulations, 2017 is as under:

UKPL is a private limited company incorporated on September 03, 2020. KCCL and UKPL are associated Companies by way of common holding company, M/s ANS Capital (Private) Limited (ANS). ANS holds 60% and 76% equity shares of KCCL and UKPL respectively. UKPL has set up a Paper Sack manufacturing plant in M3 Industrial City Faisalabad with production capacity of 120 million bags per annum. The commercial production has started in August 2023 and as on 30th June, 2025 UKPL has utilized PKR 540 million out of total sanctioned short-term running finance facility of PKR 600 million.

The disinterested directors have certified that the proposed investment is being made after due diligence and financial health of the group as a whole as well as of UKPL and ANS Capital (Pvt.) Limited (the holding company) along with the sponsors commitment signifies that it has the ability to repay the loan as per agreement. Due diligence report shall be made available for inspection of members in the AGM.

The audited financial statements of UKPL for the year ended 30 June 2025 shall be made available to the members for inspection at the AGM.

UKPL is not a member of the Company, however, its following sponsors/directors are employees/members of the Company. They have no other interest except to the extent of their remunerations and the shareholdings in the Company, detailed as under:

Disclosures regarding associated company and investment

1. Regarding associated company: -

   Sr.	Requirements	Information
   i	Name of associated company	Ultra Kraft (Private) Limited (UKPL)
   ii	Basis of relationship	UKPL is an associated company of KCCL as both UKPL and KCCL are subsidiaries of ANS Capital (Private) Limited (ANS). ANS owns and controls 76% equity shares of UKPL and 60% equity shares of KCCL.
   iii	Earnings per share for the last three financial years (PKR per share)	2023; 2024; 2025;	(2.93) (28.26) (39.95)
   iv	Break-up value per share, based on the latest audited financial statements for financial year ended June 30, 2025	Rs. 53.12- with Sponsors Loan Rs. (62.60)- without Sponsors Loan
   v	Financial position, including main items of statement of financial position and profit and loss account on the basis of its latest un-audited financial statements for the year ended June 30, 2025	Balance Sheet Profit and Loss Account

   Name of interested director, his relatives and position in KCCL	Position in ANS Capital
   Aizaz Sheikh, Director	Member / Director
   Nadeem Atta Sheikh, Director	Member / Director
   Shahnaz Aizaz, spouse of Aizaz Sheikh	Member
   Hafsa Nadeem, spouse of Nadeem Atta Sheikh	Member
   Omer Aizaz Sheikh, son of Aizaz Sheikh and employee in KCCL	Member / Director
   Muhammad Rehman Sheikh, Director	Member / Director
   Faisal Atta Sheikh, son of Nadeem Sheikh and employee in KCCL	Member / Director
   Asad Atta Sheikh, son of Nadeem Sheikh and employee in KCCL	Member / Director
   Hamza Atta Sheikh, Director	Member

2. General disclosures: -

   Sr. Requirements Information
   i	Maximum amount of investment to be made	PKR 600 million
   ii	Purpose, benefits likely to accrue to the investing company and its members from such investment and period of investment;	To support the associated company in meeting its working capital requirements and to earn Mark-up on short term finance which shall increase the profitability of the Company and add to the shareholders' value. Period of investment is one year commencing from October 29, 2025.
   iii	Sources of funds to be utilized for investment and where the investment is intended to be made using borrowed funds:	The investment will be made from the Company's own funds.
   iv	Salient features of the agreement(s), if any, with associated company with regards to the proposed investment;	Agreement will be executed after approval of shareholders. Maximum amount of short-term running finance shall be PKR 600 million. Tenure shall be one year from October 29, 2025. Mark up shall be charged @ 3M KIBOR + 1.50% or at average borrowing cost of the Company, whichever is higher. Mark up shall be recovered on quarterly basis within 15 days of the end of each quarter. Non-payment of mark-up within stipulated time period shall entail a further mark-up/penalty at the rate of 5% per annum on unpaid amount.
   v	Direct or indirect interest of directors, sponsors, majority shareholders and their relatives, if any, in the associated company or the transaction under consideration;	UKPL and KCCL are subsidiaries of ANS Capital (Private) Limited. The directors, sponsors and majority shareholders of KCCL are also directors / members of ANS Capital (Private) Limited, holding company of UKPL as mentioned herein. None of the directors, sponsors, majority shareholders and their relatives have any interest directly or indirectly in the UKPL or the proposed arrangement, except that the following directors and their relatives are the members / directors in ANS Capital (Pvt.) Limited, which is the holding company of UKPL.

   1. justification for investment through borrowings;

   2. detail of collateral, guarantees provided and assets pledged for obtaining such funds; and

   3. cost benefit analysis;

   Sr. Requirements Information
   Vi	In case any investment in associated company has already been made, the performance review of such investment including complete information / justification for any impairment or write offs; and	KCCL in its EOGM held on April 14, 2022 approved to issue a Corporate Guarantee for an amount of upto PKR 400 million for a period of seven (7) years in favour of National Bank of Pakistan (NBP) along with lien/charge/ mortgage on immovable property of the Company, to secure long-term financial assistance to be extended by NBP to Ultra Kraft (Private) Limited. In line with this approved facility, KCCL issued a Corporate Guarantee amounting to PKR 390 million in favour of NBP on behalf of UKPL and also mortgaged its commercial properties bearing Plot no. 36 & 37, Block P, Gulberg-II, Lahore. Out of approved Short Term Running Finance Facility of PKR 600 million, UKPL has utilized PKR 540 million as on June 30, 2025 for its short term financing needs including the purchase of raw material i.e. Kraft paper, the most essential ingredient to run the business. UKPL is regularly serving the commission and mark up on the approved facilities to KCCL in accordance with the agreed terms. Moreover, UKPL is also current on all its debt obligations with its lenders including NBP. KCCL has not accounted for any impairment / write off in respect of the facilities extended by it to UKPL.
   vii	Any other important details necessary for the members to understand the transaction;	N/A

   Muhammad Atta Tanseer Sheikh, Director	Member
   Ali Aizaz Sheikh son of Aizaz Sheikh and employee in KCCL	Member
   Aminah Aizaz Sheikh daughter of Aizaz Sheikh	Member
   Muhammad Mustafa Mansoor Sheikh son of Muhammad Rehman Sheikh	Member
   Muhammad Murtaza Mansoor Sheikh son of Muhammad Rehman Sheikh	Member
   Malika Rehman Sheikh daughter of Muhammad Rehman Sheikh	Member

3. Additional disclosure in case of investments in the form of loans, advances and guarantees: -

The following resolutions are proposed to be passed as Special Resolutions with or without any modification:

"Resolved that approval of members of Kohat Cement Company Limited (the "Company") be and is hereby accorded and the Company be and is hereby authorized in terms of Section 199 and other applicable provisions of the Companies Act, 2017, for renewal of investment by way of short term running finance of upto PKR 600 Million in Ultra Kraft (Private) Limited (UKPL), an associated Company, to meet its short term financing requirements for a term of one year from October 29, 2025 at a mark-up rate of 1.50% above three months KIBOR or at the average borrowing cost of the Company, whichever is higher, which shall be paid by UKPL within fifteen (15) days of end of each quarter and as per other terms and conditions disclosed to the members and non-payment of mark-up within stipulated time period shall entail a further mark-up/penalty at the rate of 5% per annum on unpaid amount.

Further Resolved that Chief Executive of the Company or any officer of the Company authorized by him be and is hereby authorized to enter into agreement with UKPL in line with the terms approved by the members and to do all acts, matters, deeds and things, take any or all necessary actions including signing and execution of agreement(s)/documents and to complete all legal formalities including filing of documents as may be necessary or incidental or expedient for the purpose of implementing the aforesaid resolutions."

1. Closure of Share Transfer Books

   The register of members and the share transfer books of the Company will remain closed from Monday, October 06, 2025 to Monday, October 13, 2025 (both days inclusive). Physical transfers / CDS transactions IDs received in order at the Company's Independent Share Registrar Office, M/s Hameed Majeed Associates (Pvt.) Limited, H.M. House, 7-Bank Square, Lahore, up to the close of business on Saturday, October 04, 2025 will be treated in time for the purpose of attending and voting at the AGM.

2. Right to appoint Proxy

   A member is entitled to appoint a proxy in his/her place to attend, speak and vote instead of him/her. A member can appoint only one proxy in his/her place who can exercise all rights of a member in the meeting. The instrument appointing a proxy, duly stamped and signed, and the power of attorney or other authority (if any) under which it is signed or a notarially certified copy of the power of attorney or authority must be deposited at the Head Office of the Company, 37-P, Gulberg-II, Lahore not later than 48 hours (excluding non-working days) before the time of the meeting. A proxy must be a member of the Company. Form of proxy in English and Urdu Language is enclosed herewith and also available on Company's website: https://www.kohatcement.com.

3. Attendance through Video-Conference

Pursuant to the provisions of the Companies Act, 2017, the shareholder(s) residing in a city holding at least 10% of the total paid up share capital may demand the Company to provide the facility of video-link for participating in the AGM. The demand for video-link facility shall be received by the Company Secretary at the head office of the Company, 37-P, Gulberg II, Lahore, at least seven (7) days prior to the date of the meeting on the Standard Form which can be downloaded from the Company's website: https://www.kohatcement.com.

The Company shall provide video link facility for attending this meeting. The members are encouraged to attend the AGM online through ZOOM, by following the below guidelines:

1. 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) to the Company Secretary through WhatsApp at 0324-4184734 or email ID; mis@kohatcement.com by October 10, 2025.

   Name of member	CNIC No.	CDC Account No/Folio No.	Cell Number	Email address

2. The members who shall be registered after the necessary verification shall be provided a zoom link in email to attend the meeting. The login facility will remain open from start of the meeting till its proceedings are concluded.

3. Members may send their comments / suggestions on the agenda item to the Company Secretary on her email ID; mis@kohatcement.com or WhatsApp no. 0324-4184734.

   1. Voting through Postal Ballot (electronic voting and by ballot paper)

      In terms of SECP's Notification No. 451(I)/2025 dated 13th March, 2025; the members of Kohat Cement Company Limited can only cast their votes through postal ballot (by post or through e-voting) in respect of all Special Business. Accordingly, the members shall be provided e-voting and postal ballot facilities for casting their votes in respect of Special Business in the manner and subject to the conditions contained in the Companies (Postal Ballot) Regulations, 2018.

      Procedure for E-Voting

      1. Details of e-voting facility (including web address, login details and password) will be shared through an e-mail with those members of the Company who have their valid CNIC numbers, cell numbers and e-mails address available in the register of members of the Company.

      2. The security codes will be communicated to members through SMS from the web portal of Corplink (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 October 10, 2025, 09:00 a.m. and shall close on October 12, 2025 at 05:00 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 ballot paper

         1. The members may alternatively opt for voting through postal ballot. Ballot paper in prescribed form is attached with this Notice and is also available on the Company's website https://www.kohatcement.com to download.

         2. The members must ensure that the duly filled and signed ballot paper, along with Computerized National Identity Card (CNIC) should reach the Chairman of the meeting through post at the Company's registered address, Kohat Cement Factory, Rawalpindi Road, Kohat or email at mis@kohatcement.com, by 5:00 pm, October 12, 2025. 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.

   2. Transmission of Annual Report

      1. In terms of the approval of the members of the Company in their Extra Ordinary General Meeting held on June 22, 2023 and pursuant to the SECP's Notification No. SRO 389 (1)/2023 dated March 21, 2023 and SRO 452 (I)/ 2025 dated March 17, 2025, the Annual Report for the financial year ended on June 30, 2025 of the Company containing inter alia the notice of annual general meeting, audited financial statements, auditors report, directors' and Chairman's reports thereon may be viewed and downloaded by following the QR Code and web-link as given hereunder:

         Weblink	QR Code
         https://http://www.kohatcement.com/financial_reports.aspx

      2. Annual Report has also been e-mailed to those shareholders who have provided their valid e-mail IDs to the Company.

      3. The shareholders who wish to receive hard copy of the Annual Report may send to the Company Secretary / Share Registrar, the Standard Request Form available on the website of the Company https://www.kohatcement.com and the Company will supply hard copies of the aforesaid document to the shareholders on demand, free of cost, within one week of such demand.

   3. Appointment of Scrutinizer

      M/s Ishtiaq Rana & Co., Chartered Accountants, 6/B, Block-H, Gulberg-III, Lahore, have been appointed as Scrutinizer, who fulfil the requirements stated in Section 247 of the Companies Act, 2017, have a satisfactory QCR rating from the Institute of Chartered Accountants of Pakistan and have necessary knowledge and experience to independently scrutinize the voting process. The purpose of the appointment of the scrutinizer is to observe the voting process for the Special Business and to validate the voting results and the proxy forms, in accordance with the Companies (Postal Ballot) Regulations, 2018.

   4. Attendance at AGM

A corporation or company being a member of the Company may appoint any of its officials or any other person through a resolution of its board of directors to attend and vote at the meeting.

The members should quote their folio number/ CDS IDs in all correspondence with the Company and should bring original document at the time of attending the AGM.

CDC account holders will further have to follow the following guidelines as laid down in Circular No. 1 dated 26th January 2000 issued by the Securities & Exchange Commission of Pakistan.

1. In case of individuals, the account holder or sub account holder and/ or the person whose securities are in group account and their registration details are uploaded as per the Regulations, shall authenticate his/her identity by showing his/ her original Computerized National Identity Card (CNIC) or original passport at the time of attending the meeting.

2. In case of corporate entity, the Board of Directors' resolution/ power of attorney with specimen signature of the nominee along with his/her original CNIC or original passport shall be produced (unless it has been provided earlier) at the time of the meeting.

1. In case of individuals, the account holder or sub account holder and/ or the person whose securities are in group account and their registration details are uploaded as per the Regulations, shall submit the proxy form as per the requirements stated above.

2. Attested copies of CNIC or the passport of the beneficial owners and the proxy shall be furnished with the Proxy Form.

3. The proxy shall produce his/ her original CNIC or original passport at the time of the meeting.

4. In case of corporate entity, the Board of Directors' resolution/ power of attorney with specimen signature along with his/ her original CNIC or original passport shall be submitted (unless it has been provided earlier) along with proxy form to the Company.