CONTENTS
Key Figures 03
Company Information 04
Vision 06
Mission 06
Notice of 28th Annual General Meeting 08
Profile of the Board of Directors 12
Code of Conduct 14
Whistle Blowing Policy 20
Board Committees 22
Chairman's Review 24
Directors' Report 26
Directors' Report (Urdu) 35
Key Operating and Financial Data 36
Pattern of Shareholding 38
Categories of Shareholders 41
Pattern of Shareholding Additional Information 42
Corporates Holding 10,000 Shares and Above 44
Organizational Structure 47
Executive & Management Committees 48
50
Statement of Compliance with Listed companies
(Code of Corporate Governance) Regulations, 2019
Gender Pay Gap Statement Under Circular
10 of 2024 of the Securities and Exchange 53
Commission of Pakistan
Independent Auditor's Review Report to the Members of Kot Addu Power Company Limited
Review Report on the Statement of Compliance 54
contained in Listed Companies (Code of
Corporate Governance)Regulations, 2019
Independent Auditor's Report to the members
of Kot Addu Power Company Limited 55
Report on the Audit of the Financial Statements
FINANCIALS
Statement of Financial Position 60
Statement of Profit or Loss 62
Statement of Comprehensive Income 63
Statement of Changes in Equity 64
Statement of Cash Flows 65
Notes to the Financial Statements 66
Proxy Form (English) 121
Proxy Form (Urdu) 123
KOT ADDU POWER COMPANY LIMITED 01
KEY FIGURES
Operating Profit
Rs. 3,243 Million
Profit after Tax
Rs. 2,536 Million
Earnings per Share Rs. 2.88
KOT ADDU POWER COMPANY LIMITED 03
COMPANY
INFORMATION
Board of Directors
Lt. General (Retd) Muhammad Saeed*
(Chairman)
Mr. Shahab Qader Khan
(Chief Executive)
Mr. Aqeel Ahmed Nasir
Mr. Hafiz Mohammad Yousaf Mr. Saad Iqbal
Mr. Naveed Asghar Chaudhry Mr. Khawaja Khalil Shah
Ms. Mahwish Humayun Khan Mr. Muhammad Arfan
Audit Committee
Mr. Hafiz Mohammad Yousaf
(Chairman)
Mr. Saad Iqbal
Mr. Naveed Asghar Chaudhry Mr. Khawaja Khalil Shah
Mr. Muhammad Arfan
HR Committee
Ms. Mahwish Humayun Khan
(Chairperson)
Mr. Aqeel Ahmed Nasir
Mr. Hafiz Mohammad Yousaf Mr. Naveed Asghar Chaudhry Mr. Muhammad Arfan
Investment Committee
Mr. Naveed Asghar Chaudhry
(Chairman)
Mr. Aqeel Ahmed Nasir
Mr. Hafiz Mohammad Yousaf Mr. Saad Iqbal
Mr. Khawaja Khalil Shah
Special Committee
Mr. Muhammad Arfan
(Chairman)
Mr. Aqeel Ahmed Nasir
Mr. Naveed Asghar Chaudhry Mr. Saad Iqbal
CFO (Acting)
Mr. Zubair Aslam
Company Secretary / Head Legal Counsel
Mr. A. Anthony Rath
Head of Internal Audit
Mr. Sikandar Usmani
*Lt. General (Retd) Muhammad Saeed has been appointed Director w.e.f. August 15, 2025 in place of Lt. General (Retd) Sajjad Ghani.
04 Annual Report 2025
Auditors
A.F. Ferguson & Co. Chartered Accountants
Legal Advisor
Cornelius, Lane & Mufti
Banks
Conventional
Askari Bank Limited Bank Al-Habib Limited Habib Bank Limited
Habib Metropolitan Bank Limited MCB Bank Limited
National Bank of Pakistan
Standard Chartered Bank (Pakistan) Limited United Bank Limited
Islamic
AlBaraka Bank (Pakistan) Limited Askari Bank Limited-IBD
Bank Alfalah Limited
Dubai Islamic Bank Pakistan Limited Faysal Bank Limited
Meezan Bank Limited National Bank of Pakistan-IBD The Bank of Punjab-IBD
Share Registrar
THK Associates (Private) Limited Plot No. 32-C, Jami Commercial Street 2, DHA. Phase-VII
Karachi 75500, Pakistan
Tel: +92 (0)21 111 000 322
Fax: +92 (0)21 34168271
Registered Office
Office No. 309, 3rd Floor, Evacuee Trust Complex Agha Khan Road, F-5/1, Islamabad, Pakistan
Corporate Office
5 B/3, Gulberg III Lahore 54660, Pakistan
Tel: +92 (0)42 3577 2912-6
Fax: +92 (0)42 3577 2922
Power Project
Kot Addu Power Complex, Kot Addu District Muzaffargarh, Punjab, Pakistan Tel: +92 (0)66 230 1047-9
Fax: +92 (0)66 230 1025
Email / Website
Info@kapco.com.pk https://www.kapco.com.pk
KOT ADDU POWER COMPANY LIMITED 05
VISION
To be a leading power generation company, driven to exceed our shareholders' expectations and meet our customer's requirements
MISSIONTo be a responsible corporate citizen To maximise shareholders' return
To provide reliable and economical power for our customer
To excel in all aspects relating to safety, quality and environment
To create a work environment which fosters pride, job satisfaction and equal opportunity for career growth for the employees
06 Annual Report 2025
KOT ADDU POWER COMPANY LIMITED 07
NOTICE OF 29TH ANNUAL GENERAL MEETING
Notice is hereby given that the 29th Annual General Meeting of Kot Addu Power Company Limited will be held at Margala Hotel, M-2 Islamabad near Convention Center, 44000 Islamabad and through video link on Friday, October 24, 2025 at 10.30 a.m. to transact the following business:
ORDINARY BUSINESS
To confirm the Minutes of the 13th Extraordinary General Meeting of the Company held on July 15, 2025.
To receive, consider and adopt the Annual Audited Accounts of the Company for the year ended June 30, 2025 together with Directors' and Auditor's Reports thereon.
To approve the final cash dividend of Rs. 2.50 per share, that is, 25% for the year ended June 30, 2025 as recommended by the Board of Directors. This is in addition to the interim dividend of Rs. 4.50 per share, that is, 45% already paid making a total cash dividend of Rs. 7.00 per share, that is, 70% for the year.
To appoint Auditors and fix their remuneration for the year ending June 30, 2026. The present Auditors, Messrs. A. F. Ferguson & Co., Chartered Accountants being eligible, offer themselves for reappointment.
To transact any other business with the permission of the Chairman.
A. Anthony Rath
By Order of the Board
Lahore
September 15, 2025 Company Secretary
08 Annual Report 2025
Notes:
Closure of Share Transfer Books
The share transfer books of the Company will remain closed from October 18, 2025 to October 24, 2025 (both days inclusive). Transfers received in order at the office of the Company's Share Registrar, THK Associates (Private) Limited at the close of business on October 17, 2025 will be treated in time for the purposes of payment of the final cash dividend (subject to approval of the members) and to attend and vote at the Meeting.
Appointment of Proxy
A member entitled to attend and vote at the Meeting is entitled to appoint a proxy to attend and vote on his/her behalf, provided such proxy is also a member.
An instrument of proxy and the Power of Attorney or other authority (if any) under which it is signed, or a Notary Public certified copy of such Power of Attorney, in order to be valid, must be deposited with the Company's Share Registrar, THK Associates (Private) Limited not later than (48) forty-eight hours before the time of holding the Meeting.
CDC Account Holders
CDC account holders in addition are required to follow the guidelines of Circular No.1 dated January 26, 2000 of the SECP for attending the Meeting:
In case of individuals: The account holder or sub account holder and / or the person whose securities are registered on CDS; 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. Members are also required to bring their Participants' I.D. Number and Account Numbers in CDS.
In case of a corporate entities: Board of Directors' Resolution / Power of Attorney with specimen signature of nominee shall be produced (unless it has been provided earlier) at the time of the Meeting.
A Proxy Form, both in English and Urdu language, is being separately sent to members along with the Notice of Meeting.
Notice of Meeting as well as Proxy Form in English and Urdu languages have been placed on the Company's website (https://www.kapco.com.pk).
KOT ADDU POWER COMPANY LIMITED 09
Video Conference Facility and Attendance
To attend the Meeting virtually, a member is required to send an email to general.meetings@kapco.com.pk with email address, name, folio number, CNIC and number of shares held in his/her name with subject "Registration for 29th AGM of KAPCO". A video link to join the meeting will be shared with a member whose email, containing all the required particulars, are received not later than 48 (forty-eight) hours before the time of the meeting.
Availability and Transmission of Annual Audited Financial Statement
In accordance with Section 223 of the Companies Act, 2017, and pursuant to S.R.O. 389(I)/2023 dated March 21, 2023, the financial statements of the Company have been uploaded on the website of the Company which can be downloaded from the following web link and QR enabled code:
https://www.kapco.com.pk/?page_id=54
Change of Address
Members are requested to immediately notify change of address to the Company's Share Registrar at the following address:
THK Associates (Private) Limited KAPCO Share Registrar
Plot No. 32-C, Jami Commercial Street 2 Phase VII, DHA
Karachi, 75500, Pakistan
Prohibition of Gift
In view of prohibition under Section 185 of the Companies Act, 2017, the Company does not distribute gifts in any form to its members in the general meetings.
Important Notes to the Members
CNIC Copy
Members are requested to submit a copy of their valid CNIC (only physical members), if not already provided to the Shares Registrar of the Company. Corporate account holders should submit National Tax Number, if not yet submitted. In case of non-submission of CNIC/NTN Certificate (copy), all future dividends will be withheld till provision of these documents.
E-Dividend (Mandatory)
In accordance with the provisions of Section 242 of the Companies Act, 2017 and E Dividend Regulations of the SECP through S.R.O. 1145(1)/2017 dated November 6, 2017, it is mandatory for the Company to pay cash dividend to the members only through electronic mode directly into the bank account designated by the Member.
In order to receive dividends directly into bank accounts, members are requested to fill in Dividend Mandate Request Form available at Company's website https://www.kapco.com.pk and to send the same duly signed along with copy of CNIC to the Company's Share Registrar, in case of physical shares. In case the shares are held on the CDS, the Form required to be submitted directly to the Member's broker/participant/ CDC Account Services.
In case of non-compliance, the Company will be constrained to withhold payment of dividend to such Member.
Unclaimed Dividend
The Company has previously discharged responsibility under Section 244 of the Companies Act, 2017 whereby the Company approached such members to claim their unclaimed dividend in accordance with the law.
Members, whose dividends are still unclaimed, are hereby once again advised to approach the Company to claim their outstanding dividend amounts. An updated list of unclaimed dividends is available on the Company's website https://www.kapco.com.pk.
Centralized Cash Dividend Register (CCDR)
Central Depository Company ("CDC") has developed Centralized Cash Dividend Register ("CCDR"), an eServices web portal which would incorporate details pertaining to cash dividends paid, unpaid or withheld by listed companies. The CCDR will help to maintain history of dividends paid to members by listed companies and access of all such information will be provided to the respective members. The web portal will facilitate members of listed companies in retrieving details of cash dividends from the centralized register and using the same for their record purposes.
10 Annual Report 2025
You may access CCDR via https://eservices.cdcaccess. com.pk. In addition, the Dividend/Zakat & Tax Deduction Report can also be obtained directly from your Participant (stock broker) which has been provided to them on their CDS terminals.
Conversion of Physical Shares into CDS
In compliance with the requirements of Section 72 of the Companies Act, every existing listed company is required to replace his/her physical shares with book-entry form in a manner as may be specified and from the date notified by the SECP, within a period not exceeding four years from the commencement of the Companies Act, that is, May 30, 2017.
Members having physical share certificates are requested to convert their shares from physical form into book entry form as early as possible. It would facilitate the members in many ways including safe custody of shares, no loss of shares, avoidance of formalities required for issuance of duplicate shares and readily available for sale and purchase in open market at better rates.
Deduction of Income Tax from Dividend under Section 150
The Government of Pakistan through Finance Act, 2019 made certain amendments to Section 150 of the Income Tax Ordinance, 2001 whereby different rates have been prescribed for deduction of withholding tax on the amount of dividend paid by the companies in the following manner:
For Active tax payers
15%
For non-active taxpayers
30%
Active taxpayers should ensure that their names duly appear on the Active Tax Payers List (ATPL) of the Federal Board of Revenue (FBR). You may visit the FBR website for assistance. Should the name of a member be absent on the ATPL, the Company will be constrained to deduct tax at 30% notwithstanding that such member may be an income tax filer.
In case of joint accounts, FBR has clarified that withholding tax will be determined separately on 'Active/ Non-Active' status of principal members as well as joint-holder(s) based on their shareholding proportions. Members holding shares jointly are advised to provide shareholding proportions of principal member and joint-holder(s) in respect of shares held by them, if not already provided, at the earliest to the Share Registrar on the following format, otherwise it will be assumed that share are held in equal proportion:
Company Name
Folio/CDS Accounts Number
Total Shares
Principal Shareholder
Joint Shareholders
Name &
Shareholding
Name &
Shareholding
CNIC
proportions
CNIC
proportions
(No. of
(No. of
Shares)
Shares)
In another clarification by FBR, valid tax exemption certificate for claim of exemption under section 150, 151 and 233 of the Income Tax Ordinance, 2001 is required where statutory exemption under clause 47B of Part-IV of the Second Schedule is available. Such certificate U/S 159(1) of the Income Tax Ordinance, 2001 issued by concerned Commissioner of Inland Revenue is to be produced to avail tax exemption.
Corporate members having CDC accounts are required to provide their National Tax Number (NTN) to their participants. Corporate physical members should send a copy of their NTN certificate to the Share Registrar. Members while sending NTN or NTN certificates, as the case may be, must quote company name and their respective Folio Numbers.
Circulation of Annual Audited Financial Statements through QR Enabled Code
Annual Financial Statements of the Company for the financial year ended June 30, 2025 have been placed on the Company's website (https://www.kapco.com.pk).
SECP vide its SRO No.389(1)1/2023 dated March 21, 2023 has allowed companies to circulate Annual Audited Financial Statements along with notice of general meeting to its members through QR enabled code at their registered addresses.
Notwithstanding the above, the Company will provide hard copies of the Annual Report, 2025, to any member on their request at their registered address within one (1) week of receiving such request.
KOT ADDU POWER COMPANY LIMITED 11
BOARD OF DIRECTORS
Lt. General (Retd) Muhammad Saeed(Chairman)
Lt. General (Retd) Muhammad Saeed, HI (M) has been appointed Director on August 15, 2025 and elected Chairman Board of Directors, on even date. He is also the Chairman of the Pakistan Water & Power Development Authority.
General Saeed got commissioned in an Infantry Battalion on April 13,1987. He is a graduate of Command and Staff College, Quetta and National Defence University, Islamabad. During his illustrious military career, he was employed on various command, staff and instructional appointments to include Brigade Major of an Independent Infantry Brigade, Deputy Assistant Military Secretary and Staff Officer to Military Secretary at Military Branch, Private Secretary to Chief of Army Staff and Director General Analysis at Inter-Services Intelligence. He has served on the faculty of School of Infantry and Tactics Quetta, Pakistan Military Academy Kakul and Command and Staff College Quetta. He has also been the President National Defence University, Islamabad.
General Saeed has commanded his parent unit, an Infantry Brigade, an Infantry Division, Pakistan Rangers (Sindh) and 5 Corps in Karachi. He served as Chief of General Staff at General Headquarters and finally served as National Coordinator of Special Investment Facilitation Council before his retirement. The Government of Pakistan awarded him Hilal-i-Imtiaz in recognition of his contributions during Operation "Bunyan-um-Marsoos" and Marka-e-Haq.
Mr. Shahab Qader Khan(Chief Executive)
Mr. Shahab Qader Khan has been appointed Chief Executive of the Company with effect from January 22, 2025. Mr. Khan has been associated with the energy sector for more than 28 years. During this time, he has been extensively involved in multiple large scale energy projects. His last association was with K-Electric as Chief Strategy Officer. Prior to this, he was with Engro Powergen Qadirpur Limited as Chief Executive. He has previously worked for Engro Energy Limited as Vice President Business Development, Siddiqsons Energy Limited as Chief Executive and as Head of Commercial for Sindh Engro Coal Mining Company. He holds an engineering degree from UET Lahore and is an alumnus of INSEAD France.
Mr. Aqeel Ahmed Nasir (Director)
Mr. Aqeel Ahmed Nasir has been a Director since March 2015. Mr. Nasir is the Company Secretary & Chief Legal Counsel of United Bank Limited (UBL). Mr. Nasir has to his credit more than 20 years experience in the legal and financial sector of both the public and private sector.
Mr. Nasir is a Master of Laws (LL.M.) from the University of London, England. He is the Chairman of Central Depository Company of Pakistan Limited (CDC). He is also a Director on the Board of Directors of UBL Currency Exchange Limited and Pakistan Railways Freight Transportation Company (PRFTC). His previous employments include Sui Southern Gas Pipelines Company Limited, Pakistan PTA Limited and ICI worldwide Group Company.
Mr. Hafiz Mohammad Yousaf (Director)
Mr. Hafiz Mohammad Yousaf has been Director since June 21, 2019. Mr. Yousaf is a highly qualified professional having diversified qualifications from the renowned Institutions of Pakistan, USA, and Canada. He is a Fellow Member of the Institute of Chartered Accountants of Pakistan (ICAP), Fellow Member of American Institute of Certified Public Accountants (AICPA) and Member of Canadian Institute of Chartered Professional Accountants (CICPA) besides being member of many other renowned international professional institutions.
Mr. Yousaf possesses over three decades of diversified post qualification experience as a Chartered Accountant, (including two decades at a Big 4 accounting firm as Partner/Country Leader Consulting). His core areas of specialization are corporate finance and restructuring, corporate compliance and regulations, governance and oversight, assurance, consulting and financial advisory services. He has handled, directed and managed a wide variety of complex professional assignments for private and public sectors, national and international entities.
Mr. Yousaf has the honor of serving the council of ICAP for eight years (2009-17) in various leadership positions including being its President for 2015-16 term and represented Pakistan on various prestigious international forums including International Federation of Accountants (IFAC), International Accounting Standard Board (IASB), Asian Oceana Standards Setters Group (AOSSG), CA Worldwide (CAW) and South Asian Federation of Accountants for many years on different meetings and conferences. He has also served on the Boards of State Bank of Pakistan (SBP), and Securities and Exchange Commission of Pakistan (SECP) including chairing their Audit and Oversight Committees respectively besides being part of many other important committees of the Boards. Currently he is also a Board Member of SAMBA Bank Limited, Pakistan Security Printing Corporation, Security Papers Limited and Security General Insurance Company Limited.
12 Annual Report 2025
Mr. Saad Iqbal(Director)
Mr. Saad Iqbal has been Director of the Company since November, 2016. Mr. Saad Iqbal brings over 10 years of strategic leadership, operational excellence, and visionary thinking to the organization. He started his career from his family business; under his leadership and direction the group of companies expanded to many renewable ventures. His dedication to continuous learning is evident through his acquisition of several certificates from esteemed institutions. With a proven track record of driving sustainable growth and fostering innovation, he has successfully led cross-functional teams, expanded market presence, and built strong stakeholder relationships. Mr. Saad Iqbal is known for his ability to align business objectives with long-term vision, ensuring both profitability and positive impact. Under his leadership, the company has achieved significant milestones, reinforcing its position as an industry leader. He is currently adding value to many listed businesses as CEO in Filters Pakistan (Pvt) Limited, Metro Wind Power Limited and Metro Solar Power Limited & Director in Gul Ahmed Energy Limited, Hub Power Company Limited, Metro Power Company Limited, Tariq Glass Industries Limited and Millat Tractors Limited. Passionate about empowering people and embracing change, Mr. Saad Iqbal continues to steer the organization toward new opportunities and greater success.
Mr. Naveed Asghar Chaudhry (Director)
Mr. Naveed Asghar Chaudhry has been Director since February 19, 2020. He is Fulbright Scholar and has done his MS in Finance and MA in Economics from Georgia State University, USA and an MBA from Australian National University. In addition, he has a BS in Electrical Engineering from University of Engineering & Technology Lahore. He belongs to the Pakistan Audit & Accounts Service and possesses more than 18 years of professional working experience. During his career he has served at senior positions including Director of a Department of the Auditor General of Pakistan, Economic Specialist at US Consulate General Karachi and Directing Staff at Civil Services Academy, Lahore.
He is a Member Finance of the Pakistan Water and Power Development Authority (WAPDA). Mr. Asghar is also a Director on the Board of Directors of Neelum Jhelum Hydropower Company Limited, Diamer Basha Dam Company and First Credit and Investment Bank Limited. He is Member of American Economic Association, member of American Finance Association and Member of Pakistan Engineering Council.
Mr. Khawaja Khalil Shah(Director)
Mr. Khawaja Khalil Shah has been elected Director of the Company on October 2, 2024. Khawaja Khalil Shah is currently the Chief Executive Officer of MCB Investment Management Limited which he joined in November 2023. He has around 35 years of extensive banking experience in corporate business development and risk management. Before his current role at MCB Investment Management Limited, he served as Chief Risk Officer at MCB Islamic Bank Limited, where he was instrumental in developing and implementing risk management framework from scratch. In his tenure as Business Head-Portfolio Management in the Wholesale Banking Group at MCB Bank Limited, he successfully managed large portfolios, driving significant business growth and fostering strong client relationships.
Khalil has also held key positions at Al-Faysal Investment Bank and Faysal Bank Limited, where he contributed to the development and execution of strategic initiatives that enhanced the banks' market positions. He has also worked at Union National Bank, Abu Dhabi on corporate relationship management side. His extensive experience in both conventional and Islamic banking has equipped him with a unique perspective and a comprehensive understanding of the banking and financial sectors. He holds an MBA degree from Lahore University of Management Sciences.
Ms. Mahwish Humayun Khan(Director)
Ms. Mahwish Humayun Khan has served on the Board of Directors of Kot Addu Power Company (KAPCO) since 2021 and is the Chairperson of the HR Committee. She brings more than 12 years of leadership experience in corporate governance, financial oversight, and strategic communications across the energy, development, and multilateral sectors.
In addition to her role at KAPCO, Mahwish has advised several United Nations agencies, including the UN Statistics Division, UNICEF, UN-Habitat, WHO, and the UN Resident Coordinator's Office. Her international work has focused on governance, strategic communications, program visibility, and stakeholder engagement, with a strong emphasis on sustainable development. She has also worked with the International Food Policy Research Institute (IFPRI) in Washington DC, supporting global programs on food security and policy reporting.
She holds an MBA in Finance & Investment from NUST Business School, Pakistan, and a Master's in International Political Economy & Development from Fordham University, New York, where she attended as a Fulbright Scholar.
Mr. Muhammad Arfan(Director)
Mr. Muhammad Arfan has been appointed as Director of the Company with effect from April 21, 2025. Mr. Arfan is the Acting Member (Power) of WAPDA and the Chief Executive of Neelum Jhelum Hydro Power Company (Private) Limited. He has comprehensive experience of more than thirty years in Hydropower Planning, Construction, Operation and Maintenance for sector development with more than six years of experience as Chief Executive and in-charge WAPDA Rehabilitation Projects; project director and responsible for maintenance and operation of Mega Hydropower Plant; and Principal, WAPDA Administrative Staff College. Mr. Arfan is successfully leading and executing large-scale hydropower projects including Optimization of Plant Performance, Managing Multidisciplinary teams, and implementing Innovative solutions to enhance operational efficiency and reliability.
Mr. Arfan has done his BSc. Mechanical Engineering (Gold Medalist) from the University of Engineering and Technology, Peshawar. He has also done his Master of Engineering in Mechanical from the Asian Institute of Technology, Bangkok, Thailand. He also attended various trainings in Pakistan and abroad. He is also the director of Diamer Basha Hydro Power Company (Private) Limited.
KOT ADDU POWER COMPANY LIMITED 13
CODE OF CONDUCTIntroduction
This Code of Conduct (this "Code") establishes a standard of conduct for Directors and employees of the Company; deters wrongdoing and promotes honest and ethical conduct of Directors and employees. It also promotes compliance with applicable laws, rules and regulations which apply to the Company, its Directors and employees.
This Code is not meant to cover all possible situations that may occur. It is designed to provide a frame of reference against which to measure activities. You should seek guidance when in doubt about the proper course of action in a given situation, as it is ultimately your responsibility to "do the right thing".
You should always be guided by the following basic principles:
Avoid any conduct that could damage or risk the Company or its reputation.
Act legally and honestly.
Put the Company's interests ahead of personal or other interests.
This Code is a living document, which may change over time.
This Code is not an employment contract between you and the Company. Violations of this Code may lead to disciplinary action and also culminate in termination of employment.
This Code does not supersede, change or alter any Company policies and procedures already in place or which may be put in place, from time to time.
This Code is not intended to and does not create any rights in any employee, customer, supplier, competitor, shareholder or any other person or entity.
Scope
This Code applies to the Company's Directors to the extent of carrying out their director-related activities.
For the purposes of this Code, references to "employee(s)" include officers, staff, trainees, temporary employees, and contract employees (including those employed by third party contractors).
Section I
Compliance with Laws, Rules and Regulations
The Company, its Directors and employees are bound by the law. Compliance with all applicable laws and regulations must not be compromised. No one will be subject to retaliation because of a good faith report of a suspected violation. If an employee fails to comply with an applicable law, rule or regulation, he/she may be subject to disciplinary measures, upto and including termination of employment.
To avoid inadvertent violations, you are encouraged to ask questions when there is uncertainty. To encourage open communication, you may discuss the matter with the Company Secretary.
Section II
Conflicts of Interest
A conflict of interest occurs when your personal interests (financial or other) interfere, or even appear to interfere, in any way, with the interests of the Company. Conflicts of interest can also arise when you take actions or have interests, or a member of your family has interests, that may make it difficult for you to perform your duties to the Company objectively and effectively. When a potential conflict of interest arises, it is important that you act with great care to avoid even the appearance that your actions were not in the best interest of the Company.
Some examples for avoiding conflicts of interest are as follow:
You will deal with all suppliers, customers, and all other persons doing business with the Company in a completely fair and objective manner without favour or preference based upon personal financial or relationship considerations.
You will not accept from or give to any supplier or, customer any gift or entertainment except as allowed under Section III (Gifts, Meals and Entertainment) below.
You will not do business on behalf of the Company with a member of your family or a close relative, unless the transaction is disclosed in writing, to the Chief Executive, who determines that the transaction is on arms-length terms and is consistent with the purposes of this Principle. A close relative would include a spouse, parent, parent-in-law, sibling, sibling-in-law, child or son/ daughter-in-law.
14 Annual Report 2025
You will not, directly or indirectly, have a financial interest with any individual, firm or company which does or seeks to do business with the Company whether as a customer, supplier, contractor, sub-contractor or service provider.
You will not use your position in the Company to gain an unfair advantage over a customer, supplier, contractor or service provider including to the extent of obtaining any goods or services on credit, rebate or discount which is not available generally.
Conflicts of interest may not always be clear-cut. If in doubt you should consult with the Company Secretary. If an actual or potential conflict of interest arises, you are required to intimate the same in writing to the Company Secretary (or with respect to the Company Secretary, the Chief Executive) forthwith; and the Company Secretary is to report the same to the Chief Executive. The Company Secretary shall maintain a record of such reporting.
Section III
Gifts, Meals and Entertainment
You will not seek, accept, offer, promise, or give (directly or indirectly) anything of value including payments, fees, loans, services, entertainment, favours or gifts from or to any person or firm as a condition or result of doing business with the Company.
You may accept gifts, services or other items of value under the following circumstances:
You may accept meals, travel, lodging, refreshment, or other normal business courtesies of reasonable value either in the course of a business meeting or to satisfy a reasonable business purpose of the Company.
You may accept meals and entertainment, such as the occasional sporting event, provided that you do not do so frequently or under circumstances where your judgment could be influenced, or where the cumulative value of the entertainment is excessive. Any meals and entertainment involving substantial travel or an extended number of days cannot be accepted without the permission of the Chief Executive.
You may accept discounts or rebates on merchandise or services that do not exceed those available to members of the general public.
You may accept gifts of reasonable value including for commonly-recognised events or occasions, such as a promotion, new job, wedding, retirement, birthday or holiday.
You may receive awards from civic, charitable, educational or religious organisations of reasonable value in recognition of services and accomplishments.
You may receive gifts, gratuities, amenities or favours received because of family or personal relationships when the circumstances make it clear that it is those relationships rather than business of the Company that are the motivating factor.
If you receive gifts, services or other items of value under the above, you are required to intimate the same in writing to the Company Secretary (or with respect to the Company Secretary, the Chief Executive) forthwith. The Company Secretary shall maintain a record of such receivings.
If you are offered gifts, services or other items of value not in conformity with the exceptions noted above, or if either arrives at your office or home, you must report it to your superior in writing with a copy to the Company Secretary (or with respect to the Company Secretary, the Chief Executive).
Section IV
Outside Directorships and other Outside Activities
Outside of the Company, no activities shall be pursued if such activities will interfere with the employee's responsibilities for the Company, or if they create risks for the Company's reputation or if they in any other way are likely to conflict with the interests of the Company.
Unless requested by the Company to take up a particular position or activity, an employee shall pursue outside activities and positions at his own risk and within his spare time only subject to the condition that such position or activity do not in any manner whatsoever adversely impact the employee in the performance of his official duties and responsibilities and provided further that it is permissible to so do in terms of the employees employment contract with the Company.
KOT ADDU POWER COMPANY LIMITED 15
An employee will not seek directorship in any company (public or private) without the prior written consent of the Chief Executive (and in case of the Chief Executive, the Board of Directors); and the directorships in other companies shall be capped at 4.
You will not participate, directly or indirectly, in a joint venture, partnership or other business arrangement with the Company.
Section V
Corporate Opportunities
When presented with opportunities related to the Company's business interests, you must first offer those opportunities to the Company. You will not take for yourself personally, or for members of your family and friends opportunities that are discovered through the use of Company property, information or position; nor use Company property, information, or position for personal gain. You may participate in such opportunities only with the prior written approval of the Chief Executive (or, with respect to the Directors, written approval of the Board of Directors).
Section VI
Fair Dealing
You will deal honestly and ethically with the Company and with the Company's customers, suppliers, employees and other stakeholders.
You will treat people fairly. You must not take unfair advantage of anyone through manipulation, concealment, abuse of privileged or otherwise undisclosed information, misrepresentation of material facts or any other unfair-dealing practices.
You are prohibited from taking any action (or inaction) to improperly influence, coerce, manipulate or mislead the Company's internal or external auditors; or to prevent such persons from performing a diligent audit of the Company in accordance with their respective mandates.
Section VII
Accuracy and Integrity of Books, Records and Accounts
All Company books, records and accounts must accurately reflect the nature of the transactions recorded. Books and records include but are not limited to ledgers, vouchers, bills, invoices, time sheets, expense reports, payroll and benefits records and other essential Company data. All assets and liabilities of the Company must be properly recorded in the regular books of account. No undisclosed or unrecorded fund or asset shall be established in any amount for any purpose. No transaction or arrangement shall be structured to circumvent the Company's internal control systems. No false or artificial entries shall be made for any purpose. No payment shall be made, nor purchase price agreed to with the intention or understanding that any part of such payment is to be used for any purpose other than that described in the document supporting the payment.
Section VIII
Protection and Proper use of Company Assets
You are expected to protect the Company's assets and ensure their efficient use, and are prohibited from engaging in theft, carelessness, or waste. All Company assets should be used for legitimate business purposes, but incidental personal use may be permitted if ancillary to a business purpose. You are prohibited from making any improper use of Company property such as Company funds, software, e-mail systems, voice mail systems, computer networks, Company vehicles, rental cars rented on behalf of the Company, and facilities for personal benefit or profit.
Section IX
Insider Trading
You, your spouse or minor children shall not trade in or recommend to any third party the purchase or sale of the Company's shares (or any other equity or debt securities of the Company) while you are in possession of material nonpublic information regarding the financial, operational or other prospects of the Company that have not been publicly disclosed and disseminated.
16 Annual Report 2025
You, your spouse or minor children shall also similarly abstain from trading in, or recommending the purchase or sale of the securities of any other company that issues publicly-traded shares/securities of which you may have obtained material non-public information as a result of your employment by or affiliation with the Company.
You shall not pass-on, tip or disclose any material nonpublic information to third parties except when done so for valid business purposes (and covered by an appropriate confidential disclosure agreement) under proper authorisation.
As per the securities laws, the communication by an "insider" of purchase or sale of a security while in possession of "material non-public information" is illegal and a crime and is subject to substantial fines, damages, imprisonment and other proceedings. "Insiders" include employee's relatives and other who have access to a Director or an employee. Any use by the "insider" of this information for trading securities or by disclosure by way of "tips" to third parties is dubbed as "insider trading".
The Company shall impose a 'closed period', from time to time, during which the Directors and certain identified employees shall be prohibited directly or indirectly, from engaging in transactions involving the Company's shares (or any other equity or debt securities of the Company).
In the absence of the above conditions, you may make investments in listed securities (including those of the Company).
Section X
Workplace Harassment
The Company is an equal opportunity employer and is committed to cultivating a diverse work environment where individual differences are appreciated and respected. It is the Company's policy, through responsible management, to recruit, hire, train, and promote persons regardless of their cast, colour, sex or religion.
You will maintain an environment that is free from harassment in which all employees are equally respected. Workplace harassment would include but not be limited to sexual harassment, disparaging comments and insinuations based on gender, religion, race and ethnicity.
Section XI
Families and Relatives
Family members may be hired as employees or consultants only if the appointment is based on qualifications, performance, skills and experience and provided that there is no direct reporting relationship between the employee and his or her relative. These principles of fair employment will apply to all aspects of employment, including compensation, promotions and transfers, as well as in case that the relationship develops after the respective employee has joined the Company.
If your spouse, your children, parents, or in-laws, or someone else with whom you have a family relationship is a customer or supplier of the Company or is employed by one, you must disclose the situation to the Company Secretary (or, with respect to the Company Secretary, to the Chief Executive) so that the Company may assess the nature and extent of any concern and how it can be resolved. If you have any doubt as to whether or not conduct or a relationship would be considered an actual or apparent conflict of interest or could be expected to give rise to such a conflict, you should consult with the Company Secretary.
Section XII
Weapons, Workplace Violence, Drugs, Alcohol and Gambling
You will not display and/or carry weapons or explosives on Company premises (including the residential colony), unless as a security personnel you have a licensed weapon. Similarly, the Company will not tolerate any level of violence in the workplace or in any work-related setting or the residential colony.
Without prejudice to the contents of the preceding paragraph, in case of a licensed weapon, you shall be required to give written notice to the Security Manager and provide him with a true copy of the license (and renewal thereof). Further, it shall be your obligation to ensure that such licensed weapon is duly and properly secured in a safe and secure place.
The use of alcohol and illegal drugs is strictly prohibited in the workplace; and all forms of gambling on Company premises is forbidden.
KOT ADDU POWER COMPANY LIMITED 17
Section XIII
Confidential Information
For the purposes of this Code, Confidential Information of the Company includes all non-public information, correspondence, documents, papers, records, drawings and data (collectively, the "Confidential Information").
You must maintain the confidentiality of Confidential Information entrusted to you by the Company or which comes to your knowledge on account of the position you hold. You may disclose Confidential Information if you are duly authorised by the Company or legally mandated to do so. Prior to making a disclosure of any Confidential Information which is legally mandated, you are required to consult with the Company Secretary.
You shall not keep or make or keep for personal use copies of any Confidential Information. All Confidential Information should be surrendered to the Company when you cease (for whatever reason) to be a Director or employee (as the case may be) of the Company.
The Company respects that third parties have a similar interest in protecting their confidential information. In case that third parties including suppliers or customers share with the Company confidential information, such information shall be treated with the same care as if it was the Company's confidential information.
Section XIV
Responding to Inquiries from the Press and Others
Those of you who are not official spokespersons of the Company shall not speak with any third party as Company representatives. Officer(s) authorised by the Chief Executive shall respond to requests for financial or other information about the Company from the media (print or electronic), financial analysts, or the public. Requests for information from regulators or the government should be referred to the Company Secretary. In each of these instances the Officer(s)
18 Annual Report 2025
authorised or the Company Secretary (as the case may be) shall in a timely manner seek instructions from the Chief Executive and intimate him the details of the responses made.
Section XV
Accountability for Adherence to the Code
Each of us is responsible for our decision-making and for adherence to the Principles set forth in this Code.
Internal Investigations
The Company will promptly investigate all alleged violations and potential violations of this Code, or of any related Company standard, policy or procedure. Any allegations will be treated confidentially, to the extent consistent with the Company's interests and its legal obligations.
No person covered by this Code may conduct his/her own investigation. Each of us is expected to cooperate in the investigation of an alleged violation of this Code.
If the Company determines that corrective action is necessary to fix a problem and avoid the likelihood of its recurrence, the Company will promptly decide what steps to take, including legal proceedings when appropriate.
Disciplinary Action
Appropriate disciplinary action will be taken for violation of this Code, or any related Company standard, policy or procedure, including for:
Authorisation of or participation in violations.
Failure to report a violation or potential violation.
Refusal to cooperate in the investigation of an alleged violation.
Failure by a violator's supervisor(s) to detect and report a violation, if such failure reflects inadequate supervision or lack of oversight.
Section XVI
Waivers and Amendments
The Board of Directors may waive or amend a provision of this Code subject to any applicable regulation/law.
KOT ADDU POWER COMPANY LIMITED 19
WHISTLE BLOWING POLICY & PROCEDURE
Policy Statement
The Company is committed to achieving and maintaining high standards of behaviour at work from its employees. Employees are expected to conduct themselves with integrity, impartiality and honesty. The Company seeks to develop a culture where inappropriate behaviour at all levels is challenged. To achieve this, the Company encourages reporting of genuine concerns of malpractices, illegal acts or failures to comply with recognised standards of work without fear of reprisal or victimisation.
This Policy is accompanied by a Procedure that should be followed when "blowing the whistle".
The Company will not tolerate harassment or victimisation of a genuine whistle blower (including informal pressures) and will treat such conduct as gross misconduct, which if proven, may result in dismissal.
The Board of Directors reserves the right to amend this Policy and Procedure as necessary to meet any change in requirements.
If there is anything which you think the Company should know about, kindly use the Procedure. By knowing of a malpractice at an early stage, the Company can take necessary steps to safeguard the interests of others and protect the organisation. Please do not hesitate to "blow the whistle" on wrongdoing.
What is Whistleblowing?
This Policy is designed to deal with concerns raised in relation to specific issues which are detailed in paragraph
below.
The Company's other policies and procedures deal with matters not covered by paragraph 2.2 below. The relevant policy should be followed where appropriate.
Whistleblowing is specific and means a disclosure of information made by an employee where he/she reasonably believes that one or more of the following matters is happening now, took place in the past or is likely to happen in the future:
incorrect financial reporting;
unlawful activity;
danger to health and safety of any individual;
activity not in line with Company policy, including the Code of Conduct;
activity, which otherwise amounts to serious improper conduct; or
deliberate concealment of information tending to show any of the above.
This Policy does not extend to mismanagement which may arise from error of judgment or incompetence.
This Policy does extend to matters arising out of a personal grievance which should continue to be pursued through your line managers in accordance with your local grievance procedure.
Only genuine concerns should be reported. Disclosures must be made in good faith with a reasonable belief that any information and/or allegation is substantially true, and that the disclosure is not made for personal gain.
Malicious or false allegations will be treated as a serious disciplinary offence.
20 Annual Report 2025
Who Does the Policy Apply to?
This Policy applies to all officers, staff, trainees, temporary employees, and contract employees (including those employed by third party contractors).
The Company's Whistleblowing Procedure
If you wish to disclose information as contemplated in this Policy you may send a written communication to the Disciplinary Committee at the address and e-mail notified by the Company.
All incidences of whistleblowing to the Disciplinary Committee are to be reported by the Disciplinary Committee to the Members of the HR Committee of the Board of Directors at the immediately next Board Meeting.
The Disciplinary Committee shall consist on three (3) members; and one of its members will act as Coordinator. The Chief Executive will appoint the members of the Disciplinary Committee. To avoid a conflict of interest, if a whistleblowing instance involves a member of the Disciplinary Committee, the Chief Executive will reconstitute the Disciplinary Committee.
Anonymous allegations are not automatically disregarded but given the safeguards which are in place for those making allegations under this Policy, anonymous allegations are less powerful than those from named individuals.
The Disciplinary Committee will decide how the investigation should proceed.
If you are unhappy with the response that you receive you may report the matter to the Chairman of the Audit Committee. This option will not apply where an allegation has been dismissed following an investigation.
If in doubt, you should speak to the Company Secretary. Your conversation will be treated in absolute confidence.
The Investigation
The Disciplinary Committee will decide how to respond in a responsible and appropriate manner under this Policy. An investigation will be conducted as speedily and sensitively as possible. An official written record will be kept at each stage of the procedure.
A decision as to whether a preliminary investigation should be carried out will be made within two (2) weeks of the complaint having been received. Where this is not possible, the employee making the complaint will receive an explanation of the delay.
You are entitled to be accompanied by a work colleague throughout the proceedings when reporting your concerns.
Outcome of the Investigation
If there is a case to answer, and if appropriate, the disciplinary proceedings will be initiated against the person(s) who are the subject of the allegation(s).
You will be informed of the outcome of the investigation within 5 working days of completion of the investigation (including any disciplinary investigation). However, the exact nature of any disciplinary action taken against any person will remain confidential.
Whether there was a case to answer or not, and provided that your disclosure was made in good faith because you reasonably believed it to be true, the Company will ensure that you are protected from reprisal or victimisation as a result of your complaint.
Only where it is established that your allegations were false and made maliciously will disciplinary action be taken against you. Such disclosures will be treated as gross misconduct and may result in your dismissal without notice or payment in lieu of notice.
If, as a result of investigations you are implicated in some way in any wrong doings disciplinary action may be taken against you. The fact that you have blown the whistle will be taken into account if an action is considered.
KOT ADDU POWER COMPANY LIMITED 21
BOARD COMMITTEESAudit Committee
During the year, eight (8) meetings of the Audit Committee were held. Attendance of meetings is as follows:
Name of Director
No. of Meetings Attended
Mr. Hafiz Mohammad Yousaf (Chairman)
8
Mr. Naveed Asghar Chaudhry
8
Mr. Saad Iqbal
8
Mr. Jamil Akhtar1
6
Mr. Khawaja Khalil Shah
7
Mr. Muhammad Arfan2
2
The Audit Committee among other things is responsible for recommending to the Board of Directors' the appointment of External Auditors and for considering any questions of resignation or removal of the External Auditors and their audit fees.
The Audit Committee's responsibilities also include the following:
determination of appropriate measures to safeguard the Company's assets;
review of preliminary announcements of results prior to publication;
review of quarterly, half-yearly and annual financial statements of the Company, prior to their approval by the Board of Directors;
Facilitating the external audit and discussion with the External Auditors on major observations arising from interim and final audits and any matter that the External Auditors may wish to highlight (in the absence of management, where necessary);
Review of the Management Letter issued by the External Auditors and Management's response thereto;
Ensuring coordination between the Internal Auditors and External Auditors of the Company;
HR Committee
Review of the scope and extent of Internal Audit ensuring that the Internal Audit function has adequate resources and is appropriately placed within the Company;
Consideration of major findings of internal investigations of activities characterized by fraud, corruption and abuse of power and management's response thereto;
Ascertaining that the internal control systems including financial and operational controls, accounting system for timely and appropriate recording of purchases and sales, receipts and payments, assets and liabilities and reporting structure are adequate and effective;
Review of the Company's statement on internal control systems prior to endorsement by the Board of Directors and internal audit reports;
Determination of compliance with relevant statutory requirements;
Monitoring compliance with the best practices of corporate governance and identification of significant violations thereof; and
Consideration of any other issue or matter on its own or as may be assigned by the Board of Directors.
During the year, eight (8) meetings of the HR Committee were held. Attendance of meetings is as follows:
Name of Director | No. of Meetings Attended |
Ms. Mahwish Humayun Khan (Chairperson) | 8 |
Mr. Aftab Mahmood Butt3 | 1 |
Mr. Aqeel Ahmed Nasir | 7 |
Mr. Hafiz Mohammad Yousaf | 5 |
Mr. Naveed Asghar Chaudhry | 7 |
Mr. Jamil Akhtar | 7 |
Mr. Muhammad Arfan | 1 |
1Mr. Jamil Akhtar resigned from the BoD on March 27, 2025.
2Mr. Muhammad Arfan was appointed Director of the Company on April 21, 2025.
3Mr. Aftab Mahmood Butt, Chief Executive having completed his term of office ceased to be Chief Executive of the Company w.e.f. July 31, 2024.
22 Annual Report 2025
The HR Committee will review and make recommendations, where appropriate, to the Board of Directors to ensure that the Company's Human Resources policies are aligned with its overall business objectives; Departmental/Divisional team performances are in line with business results for each year; and the remuneration philosophy, strategy and framework is in place.
The HR Committee's responsibilities shall also include the following:
provide general guidelines for HR policies including terms of employment and HR Head Count and to make recommendations for Board of Directors' approval;
determine a comprehensive compensation philosophy, strategy and framework and to make recommendation for Board of Directors' approval;
review a graphical presentation on the overall Departmental/ Divisional team performances vis-à-vis overall commercial results of the Company after the close of a financial year of the Company and to appraise the Board of Directors' on the overall performances with regards to the Human Resource Key Performance Indicators;
review periodically the monitoring and enforcement of and compliance with the Company's Code of Conduct;
Investment Committee
periodically review appointments, exits, retirements and promotions in the Company;
review the Company's overall remuneration competitiveness with the market and to make recommends to the Board of Directors for appropriate actions, if required;
review collective bargaining mandates and tentative settlements and to make recommendations to the Board of Directors;
recommend to the Board of Directors the selection, evaluation, compensation and succession planning of the Chief Executive;
review with the Chief Executive and recommend to the Board of Directors the selection, evaluation and compensation of a General Manager(s) including Chief Financial Officer or to recommend his removal;
review with the Chief Executive and recommend to the Board of Directors the selection, evaluation, and compensation of the Company Secretary or to recommend his removal;
review with the Chief Executive and recommend to the Board of Directors the selection, evaluation, and compensation of the Head of Internal Audit or to recommend his removal; and
consideration of any other issue or matter as may be assigned by the Board of Directors.
The Investment Committee is a committee constituted by the Board of Directors ("BoD") to assist and guide in expanding, diversifying and effective management of the business portfolio for the Company and to prepare a workable financial model for renewal/extension of the Company's Power Purchase Agreement ("PPA") and to evaluate and implement any approved investment schemes.
During the year, seven (7) meetings of the Investment Committee were held. Attendance of meetings is as follows:
Name of Director
No. of Meetings Attended
Mr. Naveed Asghar Chaudhry (Chairman)
7
Mr. Aqeel Ahmed Nasir4
1
Mr. Hafiz Mohammad Yousaf
7
Mr. Saad Iqbal
5
Mr. Jamil Akhtar
6
Mr. Khawaja Khalil Shah
3
Special Committee (Decommissioning of Power Plant and Fuel Disposal)
During the year, four (4) meetings of the Special Committee were held. Attendance of meetings is as follows:
Name of Director
No. of Meetings Attended
Mr. Muhammad Arfan (Chairman)5
-
Mr. Aqeel Ahmed Nasir
4
Mr. Naveed Asghar Chaudhry
4
Mr. Saad Iqbal
4
Mr. Jamil Akhtar
3
4Mr. Aqeel Ahmed Nasir was appointed Member of Investment Committee on February 25, 2025 in Place of Mr. Jamil Akhtar.
5Mr. Muhammad Arfan was appointed Chairman, Special Committee of the Company on April 21, 2025.
KOT ADDU POWER COMPANY LIMITED 23
CHAIRMAN'S REVIEW
I am pleased to present the Annual Report of the Company for the financial year ended on June 30, 2025.
Update on Tri-Partite Power Purchase Agreement (TPPA)
The Tri-Partite Purchase Agreement (TPPA) was signed between the Central Power Purchasing Agency (Guarantee) Limited (CPPA-G, ) the National Grid Company of Pakistan Limited and the Company on June 3, 2025, following regulatory approvals. On September 12, 2025, the Initial Tested Capacity and Initial Heat Rate Test were successfully completed in accordance with the terms of the TPPA and the TPPA became effective from September 13, 2025.
Since the signing of the TPPA, the Company has at the request of the National Power Control Centre (NPCC) been providing support to the system and as at June 30, 2025 it generated 52,705 MWh of electricity. In addition to this, the Company has been continuing to support the system through availability of its switchyard notwithstanding the expiry of its power purchase agreement in October 2022.
The Company was included in the Indicative Generation Capacity Expansion Plan (IGCEP) 2022-31 until September 30, 2025; and the updated IGCEP 2025-35 submitted to NEPRA for approval includes the Company until 2028.
Financial Performance
The profit before levy and income tax stands at Rs. 2,995 Million and profit after tax is Rs. 2,536 Million. This translates into an earnings per share (EPS) of Rs. 2.88 per share of Rs. 10 each.
Diversification of Business
The Company's bids for K-Electric's solar projects at Deh Metha Ghar, Sindh (150 MW) and Deh Halkani, District West, Karachi (120 MW) is the lowest, at a proposed tariff of PKR 9.8319/kWh (3.4061 cents/kWh at a reference exchange rate of USD/PKR 288.65). Formal award of these projects is subject to approval from the National Electric Power Regulatory Authority (NEPRA) based on the recommendations of K-Electric's Auction and Evaluation Committee.
The Company jointly with Fauji Foundation submitted a binding offer to Pharaon Investment Group Limited S.A.L for the acquisition of its entire shareholding in Attock Cement Pakistan Limited (ACPL), representing 84.06% of the issued and paid-up capital of ACPL. The offer remains subject to the seller's acceptance, execution of definitive agreements, regulatory approvals, and satisfaction of other conditions precedent.
The Company, with the strong support of its major shareholder WAPDA, is pursuing diversification of the Company's business to ensure sustainable growth and long-term value creation.
Board of Directors, Board Committees and Company Matters
The Board of Directors has constituted Board Committees, which function under approved terms of reference and, as appropriate, these Board Committees make recommendations to the Board of Directors.
Company policies and procedures have been adopted and implemented to ensure compliance with applicable laws, regulations and best practices included under the Listed Companies (Code of Corporate Governance) Regulations, 2019 and the Companies Act, 2017.
The Directors skills include financial, engineering, banking, legal and management experience.
The Board of Directors has a formal mechanism for its annual evaluation and the evaluation of the Board of Directors' Committees. An assessment questionnaire covers attributes skill sets of professional experience, Company knowledge, industry knowledge, governance issues, specific competency, business judgment, strategic vision, attendance, meeting preparation, team player, active participation and overall contribution.
I take this opportunity to thank Management and employees of the Company for their commitment and support during the year.
Lt. General (Retd.) Muhammad Saeed
Chairman, Board of Directors
Lahore
September 15, 2025
KOT ADDU POWER COMPANY LIMITED 25
DIRECTORS' REPORT
We present the Directors' Report together with the Financial Statements (audited) for the year ended June 30, 2025.
Principal Activities of the Company
The principal activities of the Company are the ownership, operation and maintenance of the 1,600 MW nameplate capacity multi fuel (gas / RLNG, furnace oil and high-speed diesel) fired Power Plant at Kot Addu, Punjab. The Company is permitted under its Memorandum of Association to make investments in other businesses.
The Company is listed on the Pakistan Stock Exchange; and is a KSE 100 index company.
Operational Highlights
The Company submitted an Addendum to the Tariff Petition dated February 12, 2025 before the National Electric Power Regulatory Authority (NEPRA); and NEPRA approved a Provisional Tariff (application for Final Tariff Determination is still pending) for 495 MW (Energy Block-1 (GT-1 & STG-9) and Energy Block-2 (GT-13, 14 & STG-15)) through tariff determination dated April 9, 2025.
Following approval from the National Electric Power Regulatory Authority (NEPRA), the Central Power Purchasing Agency (Guarantee) Limited (CPPA-G), the National Grid Company of Pakistan Limited (NGCPL) and the Company signed a Tripartite Power Purchase Agreement (TPPA) on June 3, 2025 for 495 MW capacity. The Initial Tested Capacity and Initial Heat Rate Test were duly completed on September 12, 2025 in accordance with the provisions of the TPPA following which the TPPA became effective on September 13, 2025.
Following the signing of the TPPA, the Company generated electricity of 52,705 MWh during the last month of the reporting period at the request of the National Power Control Centre (NPCC). Since the TPPA became effective on September 13, 2025, the Company will be raising invoices for payment of invoices in line with the applicable Fuel Cost Component rates specified under the TPPA.
The Company was included in the Indicative Generation Capacity Expansion Plan (IGCEP) 2022-31 till September 30, 2025. IGCEP 2025-35 is in the approval process and has been submitted to NEPRA. The Company has been included in IGCEP 2025-35 till 2028. The term of the TPPA is subject to the Company's inclusion in IGCEP and Power Acquisition Plan.
Financial Highlights
Turnover for the year is Rs. 1,563 Million (2024: Rs. Nil); with corresponding cost of sales of Rs. 2,001 Million (2024: Rs. Nil). Operating profit for the year stood at Rs. 3,243 Million (2024: Rs. 9,319 Million) resulting mainly from investment income.
The profit before levy and income tax is Rs. 2,995 Million (2024: Rs. 5,539 Million), whereas profit after tax is Rs. 2,536 Million (2024: Rs. 4,314 Million), which gives earnings per share (EPS) of Rs. 2.88 per share of Rs. 10 each (2024: Rs. 4.90 per share).
As on June 30, 2025, the disputed receivables due from the Power Purchaser stood at Rs. 2,499 Million (gross), which are backed by a GoP Guarantee; and the Company's investments in Mutual Funds are Rs. 41,072 Million (book value), which are primarily held to meet working capital requirements and growth/diversification plans of the Company.
Diversification of Business
The Company has been reviewing different investment options for diversification of its portfolio. The Pakistan Water and Power Development Authority (WAPDA), being a major shareholder strongly supports the diversification plans of the Company.
Attock Cement Pakistan Limited (ACPL): The Company jointly with Fauji Foundation submitted a binding offer to Pharaon Investment Group Limited S.A.L (Seller) for the purchase of the Seller's entire shareholding in ACPL consisting of 84.06% of the total issued and paid-up capital of ACPL. The binding offer is subject to acceptance by the Seller and execution of the share purchase agreement and related transaction documents, along with satisfaction of regulatory approvals and other conditions precedent specified therein.
Solar Projects: The Company's bids for the proposed K-Electric solar projects to be set-up respectively at Deh Metha Ghar, Sindh (150 MW); and at Deh Halkani, District West, Karachi, (120 MW) are the lowest bids at proposed bid tariff respectively of 9.8319 PKR/kWh (3.4061 Cents/kWh at reference exchange rate for USD/PKR 288.65). The formal award for the Projects to the Company will be subject to approval from NEPRA based on the Report of Auction and Evaluation Committee of K-Electric.
KOT ADDU POWER COMPANY LIMITED 27
Disposal of Lot-1
Following shareholder approval at the 13th Extraordinary General Meeting of the Company held on July 15, 2025 for the disposal of Lot-1 consisting of two gas turbines and two heat recovery steam generators (HRSGs) commissioned in 1991 (along with associated parts and components), the decommissioning process is underway and is expected to be completed by February 2026.
Health, Safety & Environment
Due to the absence of operating and maintenance regime since the expiry of the power purchase agreement in October 2022, certifications to the Integrated Management Systems (ISO 9001: 2015 Quality Management Systems; ISO 45001: 2018 Occupational Health and Safety Management Systems; and ISO 14001: 2015 Environmental Management Systems) were withdrawn.
Directors' Training
During the year, Ms. Mahwish Humayun Khan (Director) participated in the assessments carried out by the Lahore University of Management Sciences under its Corporate Governance Leadership Skills - Directors Education Program.
Directors' Remuneration
Non-executive Directors and the Independent Directors are entitled to a Directors' fee for meetings attended. For further details refer to Note 31 of the Financial Statements.
Election of Directors
The Election of Directors was held at the 12th Extraordinary General Meeting on October 2, 2024 at which eight Directors were duly elected. The names of the elected Directors are as follows:
Lt. General (Retd.) Sajjad Ghani1
Mr. Aqeel Ahmed Nasir
Mr. Hafiz Mohammad Yousaf
Mr. Saad Iqbal
Mr. Naveed Asghar Chaudhry
Mr. Khawaja Khalil Shah
Ms. Mahwish Humayun Khan
Mr. Jamil Akhtar2
Filling in of Vacany on the Board of Directors & Election of Chairman
The Board of Directors filled-in the casual vacancy created due resignation of Lt. General (Retd.) Sajjad Ghani by appointing Lt. General (Retd.) Muhammad Saeed as Director of the Company on August 15, 2025 for the remaining term of Lt. General (Retd.) Sajjad Ghani. Lt. General (Retd.) Muhammad Saeed was also elected Chairman Board of Directors on even-date in accordance with the Articles of Association of the Company.
Appointment of Chief Executive
Mr. Shahab Qader Khan was appointed Chief Executive of the Company for a period of three years commencing from January 22, 2025 at a remuneration agreed by the Board of Directors.
Casual Vacancy on the Board of Directors'
One casual vacancy on the Board of Directors due to the resignation of Mr. Jamil Akhtar was filled in by the appointment of Mr. Muhammad Arfan for the remaining term of Mr. Akhtar on April 21, 2025.
Board of Directors Composition3
The Board of Directors as at June 30, 2025 consists of:
Total number of Directors: | |
a) Male | 7 |
b) Female | 1 |
Composition | |
i) Independent Directors | 3 |
ii) Non-executive Directors | 4 |
iii) Executive Director | 1 |
iv) Female Director | 1 |
1Lt. General (Retd.) Sajjad Ghani resigned from the BoD on June 26, 2025; and his vacant position was filled-in on August 15, 2025 by Lt. General (Retd.) Muhammad Saeed.
2Mr. Jamil Akhtar resigned from the BoD on March 27, 2025; and his vacant position was filled-in on April 21, 2025 by Mr. Muhammad Arfan.
3The Board of Directors of the Company consists of 9 members including the Chief Executive. Lt. General (Retd.) Sajjad Ghani who resigned from the BoD on June 26, 2025; and his vacant position was filled-in on August 15, 2025 by Lt. General (Retd.) Muhammad Saeed.
28 Annual Report 2025
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