Transmission of Annual Report for the Year Ended December 31, 2025

LALPIR POWER LIMITED

Annual Report

LALPIR POWER LIMITED

CONTENTS

1. Company Profile

2. Vision & Mission Statement

3. Notice of Annual General Meeting

20 Directors' Profile

22 Chairman's Review

23 Chairman's Review (Urdu)

24 Directors' Report

31 Directors' Report (Urdu)

37 Pattern of Shareholding

41 Gender Pay Gap Statement

42 Statement of Compliance with the Code of Corporate Governance

TABLE OF

45 Review Report to the Members

47 Auditors' Report To The Members

52 Statement of Financial Position

54 Statement of Profit or Loss and Other Comprehensive Income

55 Statement of Changes in Equity

56 Statement of Cash Flows

57 Notes to the Financial Statements

113 Ballot Paper For Voting Through Post

117 Form of Proxy

Annual Report2O25

THE COMPANY

Lalpir Power Limited ("the Company") was incorporated in Pakistan on 8 May 1994 under the repealed Companies Ordinance, 1984 (now the Companies Act, 2017). The registered office is situated at 53-A, Lawrence Road, Lahore. The principal activities of the Company are to own, operate and maintain an oil fired power station ("the Complex") having gross capacity of 362 MW in Mehmood Kot, Muzaffargarh, Punjab, Pakistan.

LALPIR POWER LIMITED

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COMPANY PROFILE

Mian Hassan Mansha Chairman Mr. Zaheer Ahmad Ghanghro

Mr. Mahmood Akhtar Mr. Muhammad Azam Mr. Farrukh Ifzal

Mr. Inayat Ullah Niazi Mrs. Hajra Arham

Mr. Mahmood Akhtar

Mr. Zaheer Ahmad Ghanghro Chairman Mr. Inayat Ullah Niazi

Mrs. Hajra Arham

Mian Hassan Mansha

Mrs. Hajra Arham Chairperson Mr. Inayat Ullah Niazi

Riaz Ahmad & Co. Chartered Accountants

53-A, Lawrence Road, Lahore-Pakistan UAN: +92 42-111-11-33-33

+92 42 36367414

CDC Share Registrar Services Limited CDC House,99-B, Block-B, S.M.C.H.S

Shahra-e-Faisal, Karachi - 74400 Tel: (92-21) 111-111-500

Fax: (92-21) 34326053

Mr. Awais Majeed Khan

Mr. Khalid Mahmood Chohan

Habib Bank Limited The Bank of Punjab United Bank Limited Allied Bank Limited

National Bank of Pakistan Bank Alfalah Limited Faysal Bank Limited Askari Bank Limited

Habib Metropolitan Bank Limited MCB Bank Limited

Bank Islami Pakistan Limited

Standard Chartered Bank (Pakistan) Limited Al Baraka Bank (Pakistan) Limited

Meezan Bank Limited Silk Bank Limited

Mr. M. Aurangzeb Khan Advocate High Court

1. B, Aziz Avenue, Gulberg-V, Lahore- Pakistan Tel: +92 42-35717090-96

   Fax: +92 42-35717239

   PLANT

   Mehmood Kot, Muzaffargarh, Punjab - Pakistan.

   Annual Report2O25

   3

   VISION & MISSION STATEMENT

   VISION

   ENLIGHTEN THE FUTURE THROUGH EXCELLENCE, COMMITMENT, INTEGRITY AND HONESTY.

MISSION

LALPIR POWER LIMITED

4

NOTICE OF

ANNUAL GENERAL MEETING

Notice is hereby given that Annual General Meeting of the Members of Lalpir Power Limited ("the Company") will be held on April 27, 2026 (Monday) at 11:30 a.m. at Emporium Mall, The Nishat Hotel, Trade and Finance Centre Block, Near Expo Centre, Abdul Haq Road, Johar Town, Lahore to transact the following businesses:

Ordinary Business: -

RESOLVED FURTHER THAT as part and parcel of the foregoing consent, the Board of Directors be and are hereby authorized and empowered to undertake, finalize and complete the sale of the Assets, on such terms and conditions as it may deem fit and in the best interest of the Company and its shareholders, including securing the best available market price.

FURTHER RESOLVED THAT the Board of Directors be and is hereby authorized to delegate any of its powers in connection with the foregoing to the Chief Executive Officer (CEO) or any other person with full authority to conduct negotiations, obtaining offers, enter into agreement, execute documents and do all acts, deeds and things necessary or incidental for the purpose of implementing and completing the sale of the Assets and to secure the best available market price for the Assets.

FURTHER RESOLVED THAT the Chief Executive Officer and/or the Company Secretary be and are hereby singly/jointly authorized to take all necessary steps, actions and filings, and to do all acts, deeds and things as may be necessary or expedient to give effect to this resolution.

A Statement of Material Facts as required under Section 166(3) of the Companies Act, 2017, and the Statement under Section 134(3) of the Companies Act, 2017 concerning Special Business are annexed to the notice of meeting circulated to the members of the Company.

By order of the Board

LAHORE (KHALID MAHMOOD CHOHAN)

March 31, 2026 COMPANY SECRETARY

NOTES:

BOOK CLOSURE NOTICE:-

The Ordinary Shares Transfer Books of the Company will remain closed from 13.04.2026 to 27.04.2026 (both days inclusive) for attending and voting at Annual General Meeting. Physical transfers/ CDS Transactions IDs received in order in all respects up to 1:00 p.m. on 10.04.2026 at the office of Share Registrar, at CDC Share Registrar Services Limited, CDC House, 99-B, Block 'B', S.M.C.H.S., Main Shahrah-e-Faisal, Karachi, will be considered in time for attending of meeting.

NO GIFTS WILL BE DISTRIBUTED AT THE MEETING ATTENDANCE AT MEETING

A member entitled to attend, speak and vote at this meeting may appoint any other member as his/her proxy to do the aforesaid. The Instrument appointing a proxy and the power of attorney or other authority under which it is signed or a notarially attested copy of the power of attorney must be deposited at the registered office of the Company at least 48 hours before the time of the meeting. A proxy must be a member of the company. ,The proxy form in English and Urdu languages is attached. The same is also available on the Company's website: https://www.lalpir.com.

Members through book entry system under Central Depositary Company of Pakistan Limited, are advised to must bring their original National Identity Cards / Passport along with copy of their particulars of CDC Account duly authenticated by the concerned Participant/Investor Account Services for verification and also follow the under mentioned guidelines as laid down by the Securities and Exchange Commission of Pakistan under Circular No.1 of 2000:

1. For Attending the Meeting

   1. In case of Individuals, the account holder and/or sub-account holder whose registration details are uploaded as per the CDC Regulations, shall authenticate his/her identity by showing his/her original CNIC or, original Passport along with copy of CDC Account Registration details duly authenticated by the concerned Participant/Investor Account Services at the time of attending the Meeting.

   2. In case of corporate entity, the person attending the meeting on behalf of the corporate entity must produce Board Resolution duly certified by the Chief Executive Officer/Director and/or a duly notarized power of attorney in his favor along with copy of proxy form submitted with the Company, the Board Resolution/Power of Attorney must contain specimen signature of the person attending meeting.

2. For Appointing Proxies

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

   2. The proxy form shall be witnessed by two persons, whose names, addresses and CNIC numbers shall be mentioned on the form.

   3. Attested copies of the CNIC or the passport of beneficial owners, proxy holder and witnesses shall be furnished with the proxy form.

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

   5. In case of corporate entity, Board Resolution duly certified by the Chief Executive Officer/Director and/or a duly notarized power of attorney in favor of proxy holder along with proxy form to the Company The Board Resolution/Power of Attorney must contain specimen signature of proxy holder.

Election of Directors:

Any member (including a retiring Director) who seeks to contest election of directors shall file with the Company at its registered office, Nishat House, 53-A, Lawrence Road, Lahore, not later than 14 days before the said meeting his / her intention to offer himself / herself for the election of the directors in terms of Section 159(3) of the Companies Act, 2017 together with:

1. His/her folio No./CDC Investor Account No. / CDC Participant No./ Sub-Account No.

2. Notice of his / her intention to offer himself/herself for election as a director, along with duly completed and signed Annexure to Form-9 giving his / her consent to act as Director of the Company if elected (under Section 167(1) of the Companies Act, 2017), and certify that he is not ineligible to become a Director under any applicable laws, Rules and Regulations.

3. Detailed profile along with office address to be placed on the Company's website.

4. A declaration confirming that:

   1. He/she is aware of duties and powers under the relevant applicable laws, Memorandum & Articles of Association of Company, the Listed Companies (Code of Corporate Governance) Regulations, 2019 and listing regulations of Pakistan Stock Exchange Limited;

   2. He/she is not serving as a director in more than seven (7) listed companies simultaneously including as an alternate Director;

   3. He/she is not ineligible to become a Director of a listed company under Section 153 of the Companies Act, 2017 and any other applicable laws and regulations

5. Attested copy of valid Computerized National Identity Card /Passport and NTN certificate.

6. Declaration by Independent Director(s) under Clause 6(3) of the Listed Companies (Code of Corporate Governance) Regulation 2019 that he/she qualifies the criteria of independence stipulated under Section 166 of the Companies Act, 2017.

7. Detail of other offices and offices held;

8. The candidates are requested to read the relevant provisions / requirements relating to the Election of Directors, as stipulated in the Companies Act, 2017 and the Listed Companies (Code of Corporate Governance) Regulations, 2019, the other applicable laws and regulations and ensure the compliance with the same in letter and spirit.

E-VOTING / POSTAL BALLOT FACILITY

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

POLLING ON ELECTION OF DIRECTORS:

If the number of persons offered to contest the election is more than the number of Directors fixed under Section 159 (1) of the Companies Act, 2017, right to vote through electronic voting facility and voting by postal ballot will be provided to the members.

POLLING ON SPECIAL BUSINESS RESOLUTIONS:

The members are hereby notified that pursuant to Companies (Postal Ballot) Regulations, 2018 ("the Regulations") amended through Notification dated December 05, 2022, issued by the Securities and Exchange Commission of Pakistan ("SECP"), SECP has directed all the listed companies to provide the right to vote through electronic voting facility and voting by post to the members on all businesses classified as special business.

Accordingly, members of Lalpir Power Limited (the "Company") will be allowed to exercise their right to vote through electronic voting facility or voting by post for the special business in its forthcoming Annual General Meeting to be held on 27-04-2026, at 11:30 A.M., in accordance with the requirements and subject to the conditions contained in the aforesaid Regulations.

Procedure for E-Voting:

1. Details of the e-voting facility will be shared through an e-mail with those members of the Company who have their valid CNIC numbers, cell numbers, and e-mail addresses available in the register of members of the Company by the close of business on 20-04- 2026.

2. The web address, login details, and password, will be communicated to members via email. The security codes will be communicated to members through SMS from the web portal of CDC Share Registrar Services 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 24-04-2026, 09:00 a.m. and shall close on 26-04-2026 at 5:00 p.m. Members can cast their votes any time during this period. Once the vote on a resolution is cast by a Member, he / she shall not be allowed to change it subsequently.

   Procedure for Voting Through Postal Ballot:

   The members shall ensure that duly filled and signed ballot paper, along with copy of Computerized National Identity Card (CNIC), should reach the Chairman of the meeting through post on the Company's registered address Nishat House 53-A, Lawrence Road, Lahore, Pakistan or email at chairman@lalpir.com one day before the Annual General Meeting on 26-04-2026 up to 5 p.m. The signature on the ballot paper shall match the signature on CNIC.

   This Postal Ballot Paper is also available for download from the website of the Company at www.lalpir.com or use the same as attached to this Notice and published in newspapers.

   Please note that in case of any dispute in voting including the casting of more than one vote, the Chairman of the meeting shall be the deciding authority.

   E-voting Service Provider:

   M/s CDC Share Registrar Services Limited

   Scrutinizer:

   As required under Regulation 11 of the Companies (Postal Ballot) Regulations, 2018, M/s Riaz Ahmad & Co., Chartered

   Accountants have been appointed to act as Scrutinizer for the forthcoming election of directors.

   Video Link Facility for Meeting:-

   To attend the meeting through video link, members and their proxies are requested to register themselves by providing the following information along with valid copy of Computerized National Identity Card (both sides)/passport, attested copy of board resolution / power of attorney (in case of corporate shareholders) through email at kchohan@lalpir.com or smahmood@dgcement.com by April 20, 2026.

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

   Conversion of Physical Shares into Book Entry Form

   We once again strongly advise members of the Company, in their best interest, to convert their physical shares into book-entry form at earliest.

   STATEMENT OF MATERIAL FACTS UNDER SECTION 166(3) OF THE COMPANIES ACT, 2017

   Pursuant to the requirements of Section 166(3) of the Companies Act, 2017, independent directors will be elected through the process of election of directors as laid down under Section 159 of the Companies Act, 2017.

   The company shall exercise due diligence before selecting a person from the data bank that the contestant meets the independence criteria as mentioned in Section 166(2) of the Companies Act, 2017 and are competent and experienced.

   The candidates are requested to read the relevant provisions/requirements relating to the appointment/election of directors, as mentioned in the Companies Act, 2017 and the Listed Companies (Code of Corporate Governance) Regulations, 2017 and ensure compliance with the same in letter and spirit.

   The present directors are interested to the extent that they are eligible for re-election as Directors of the Company, subject to eligibility criteria.

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

   This statement sets out the material facts pertaining to the special business to be transacted at the Annual General Meeting of the Company to be held on April 27, 2026.

   1. Change of the object clause/principal line of business in the Memorandum of Association of the Company: The Company had entered into a Power Purchase Agreement ("PPA") with Central Power Purchasing Agency (Guarantee) Limited ("CPPA-G") for the sale of electricity, along with an Implementation Agreement ("IA") and a sovereign guarantee issued by the Government of Pakistan. Pursuant to a policy decision of the Government of Pakistan, implemented through a Task Force constituted by the Prime Minister of Pakistan, the aforesaid PPA, IA and the related Government Guarantee stand terminated with effect from October 01, 2024. Consequent to the termination of the aforesaid arrangements, the Company presently does not have any customer for the sale of electricity and has not undertaken any electricity sales thereafter. In the circumstances, the Company's asset base now substantially comprises investments, and its revenue stream is primarily derived, and is expected to continue to be derived, from returns on such investments. In order to align the Company's principal line of business with its existing asset composition and revenue model, and to regularize its operations within the framework of applicable law, the Board of Directors has recommended the alteration of Clause III (Principal Line of Business) of the Memorandum of Association of the Company. The proposed alteration requires approval of the members by way of a special resolution. The Board of Directors recommends that the members approve the Special Resolution as set out above. None of the directors or their spouses have any direct or indirect interest in the proposed resolution except to the extent of their shareholding in the Company.

      Key Disclosures required under the statement of material facts:

      i)	Existing and proposed principal line of business of the company	Existing Clause III: The objects for which the Company is established are all or any of the following (and in construing the following sub - clauses, the scope of no one of such sub clauses shall be deemed to limit or affect the scope of any other such sub - clauses):-
      		1. To design, insure, construct, acquitted own, operate and maintain power generation complexes and to carry on the business of electricity generation, power transmission and distribution services, over hauling and re-powering of power plants and to deal in electrical and other appliances cables, dry cells accumulators, lamps and to work, generate, accumulate, distribute and supply electricity for the purpose of light, heat, motive power and for all other purposes for which electrical energy can be employed and to manufacture and deal in all apparatuses and things required for or capable of being used in connection with the generation, distribution, supply, accumulation and employment of electricity, including in the term electricity all power that may be incidentally hereafter discovered in dealing with electricity.
      		2. To engage in reforestation, and other works relating to pollution abatement and to acquire land for this purpose.
      		3. To adopt such means of making known the products and business of the Company as may seem expedient and in particular by advertisement and publicity in the presss or otherwise exhibitions publication of books and periodicals and by granting prizes, rewards and donations.
      		4. To purchase or acquire, protect, prolong and renew, whether, whether in Pakistan or elsewhere, any patent rights, brevetted, inventions, licenses, protections, concessions, and the like, which may appear to be advantageous or useful to the Company and to use, turn to account and / or manufacture under or grant licenses or privileges in respect of the same and to spend money in experimenting upon and testing in or improving or seeking to improve any patents, inventions or rights which the Company may acquire or propose to acquire.
      		5. To acquire, hold or dispose of investments in shares, modaraba certificates, term finance certificates, muaharika certificates, unit trust certificates, mutual fund certificates, debentures, debenture stocks, bonds, obligations and securities issued or guaranteed by any company, any Government, commission, public body,

      authority, supreme, municipal, local or otherwise.

      1. To borrow, raise or secure the payment of money by the issue of musharika certificates, unit trust certificates, mutual fund certificates, debentures, debenture-stocks, bonds, obligations and securities of all kinds, and secure the same as may seem expedient with full power to make the same transferable by delivery or by instrument of transfer or otherwise on the undertaking of the Company or upon any specific property and rights present and future of the Company including its capital or otherwise, however collaterally or further to secure any securities of the Company by a trust deed or any other assurance.

      2. To pay for any property or rights acquired by the Company, either in cash or fully paid shares or by the issue of securities, or partly in one mode and partly in another and generally on such terms as may be determined

      3. To draw, make, accept, endorse, discount, execute and issue cheque's, promissory notes, bills of exchange, bills of lading, warrants, debentures and other negotiable or transferable instruments but not to act as a banking company.

      4. To support and subscribe to any charitable or public object including donations to charitable and benevolent foundations and any institution, society, or club or for any purpose which may be for the benefit of the Company or its employees or maybe connected with or for the benefit and welfare of any town or place where the Company carries on business, to give pensions, gratuities or charitable aid to any persons who may have been Directors of or may have served the Company, or the wives, children, or other relatives or dependents of such persons to make payments towards insurance, and to form and contribute to provident and benevolent funds for the benefit of any such persons, or of their wives, children or other relatives or dependents.

      5. To deal with the surplus monies of the Company not immediately required in such lawful form as may be thought expedient.

      6. To open an account or accounts with any Bank or Banks and to pay into and to withdraw monies from such account or accounts.

      7. To promote a Company to be registered or recognised in any foreign country or any place for the promotion of any business of the Company.

      8. To enter into partnership or arrangement in the nature of a partnership, cooperation or union of interest, with any person or persons, company or corporation engaged or interested or about to

      become engaged or interested in the carrying on or conduct of any business or enterprise which the Company is authorized to carry on or conduct or from which the Company would or might derive any benefit

      1. To sell or dispose of the undertaking of the Company or any part thereof in such manner and for such consideration as the Company may think fit and in particular for shares, debentures, debenture stock, or securities of any other company whether promoted by this Company for the purpose or not, and to improve, manage, develop, exchange, lease, dispose of urn to account or otherwise deal with all or any part of the property and rights of the Company.

      2. To pay all preliminary expenses of any kind and incidental to the formation and incorporation of the Company out of the funds of the Company.

      3. To distribute any of the Company's property among the members in specie or many manner whatsoever

      4. To accept shares, modaraba certificates, term finance certificates, musharika certificates, bonds, debentures or other securities of any other Company in payment or part payment of any services rendered or for any sale made to or debt owing from any such company.

      5. To advance money to staff members, customers and obligations of the Company in relation to the payment of any loan, debenture stock, bonds, obligations or securities by or in favour of the Company and to guarantee the payment or return on such investments or of dividends on any share of the Company.

      6. To guarantee the performance of the contacts and obligations of the Company in relation to the payment of any loan, debenture stock, bonds, obligations or securities by or in favor of the Company and guarantee the payment or return on such investments or of dividends on any share of the Company.

      7. To underwrite, acquire, hold or dispose of any shares, debentures, debenture stocks, modaraba certificates, unit trust certificates, mutual fund certificates, term finance certificates, bonds, obligations or securities by original subscriptions, participation in syndicate, tender, purchase, exchange or otherwise and to guarantee the subscription thereof and to exercise and enforce all rights and powers conferred by or incidental to the ownership thereof.

      8. To create any reserve fund, sinking fund, insurance fund or any other special fund whether

      for depreciation or for repairing, insuring, improving, extending, or maintaining any of the property of the Company or for any other purpose conducive in the interests of the Company. Proposed Clause III:

      1. To issue any share of the Company at par or at premium or at a discount subject to any permission required by law

      2. To remunerate any person or company for services rendered or to be rendering in placing or assisting to place or guaranteeing the placing of the underwriting of any of the shares in the Company's capital or any debentures, debenture stocks or other securities of the Company, or in or about the formation and promotion of the Company or the conduct of this business.

      3. To enter into any arrangement with any Government or authority, supreme, municipal, local or otherwise that may seem conducive to the Company's objects or any of them and to obtain from any such Government or authority all rights, concessions and privileges which the Company may think fit and desirable to obtain and to carry out, exercise and comply with any such arrangements, rights, privileges and concessions

      4. And generally to do all such other things as are incidental or conducive to the attainment of the above objects or any of them.

      5. It is declared that notwithstanding anything contained in the foregoing object clauses of the Memorandum of association nothing contained therein shall be construed as empowering the Company to undertake or indulge in the business of a banking company, leasing, investment managing agency or insurance business directly or indirectly as restricted under the law or any other unlawful business operations.

         1. The principle line of business of the company shall be to buy, sell, hold or otherwise acquire or invest in any sort of financial instruments, either debt or equity, including but not limited to shares, stocks of companies, debentures, debenture stocks, bonds, mutual fund certificates, modaraba certificates, musharika certificates, sukuk, participation term certificates (PTCs), term finance certificates, unit trust certificates and any other marketable securities and/or certificates of any kind, obligations and securities issued or guaranteed by the Government of Pakistan.

         2. Except for the businesses mentioned in sub-clause (iii) hereunder, the company shall engage in all the lawful businesses and shall be authorized to take all necessary steps and actions in connection therewith and ancillary thereto.

      ii)	Reasons for change in the principal line of business	The Power Purchase Agreement ("PPA") for the sale of electricity to Central Power Purchasing Agency (Guarantee) Limited ("CPPA-G"), together with the Implementation Agreement ("IA") and the sovereign guarantee of the Government of Pakistan, stands terminated with effect from October 01, 2024, pursuant to a decision of the Task Force constituted by the Prime Minister of Pakistan. Following such termination, the Company no longer has any customer for the sale of electricity and has not undertaken any electricity sale thereafter. In the intervening period, the Company's asset base has substantially transitioned to investments, and its principal source of income comprises, and is expected to continue to comprise, returns generated from such investments. In view of the foregoing, the Board of Directors of the Company has recommended a change in the principal line of business of the company so as to align the same with the current operations and revenue model.

      1. Notwithstanding anything contained in the foregoing sub-clauses of this clause nothing contained herein shall be construed as empowering the Company to undertake or indulge, directly or indirectly in the business of a Banking Company, Non-banking Finance Company (Asset Management Services, Leasing, Investment Finance Services, Investment Advisory Services, REIT management Services, Housing Finance Services, Private Equity and Venture Capital Fund Management Services, Discounting Services, Pension Fund Scheme Business, Micro Financing), Corporate Restructuring Company, Insurance Business, Modaraba management company, Stock Brokerage business, forex, Clearing House, Securities and Futures Advisor, Commodity Exchange, managing agency, business of providing the services of security guards or any other business subject to license and restricted under any law for the time being in force or as may be specified by the Commission."

      2. It is hereby undertaken that the company shall not:

         1. engage in any of the business mentioned in sub-clause (iii) above or any unlawful operation;

         2. launch multi-level marketing (MLM), Pyramid and Ponzi Schemes, or other related activities/businesses or any lottery business;

         3. engage in any of the permissible business unless the requisite approval, permission, consent or licence is obtained from competent authority as may be required under any law for the time being in force."

      iii)	Benefits likely to accrue to the company and its members from the proposed change;	The proposed change is expected to enable the Company and its members to benefit from returns on investments, as envisaged in financial projections forming part of the Alternate Business Plan. Alternate Business Plan is available for inspection at the Registered Office of the Company on any working day up to April 24, 2026 during Business Hours and shall also be available at the time of the Annual General Meeting.
      iv)	Financial projections, including, inter alia, project cost for new proposed principal business, sources of funds to cover the project cost, revenues, expenses etc. along with underlying assumptions	The Company has prepared an Alternate Business Plan that includes a financial projection and related other information. Alternate Business Plan is available for inspection at the Registered Office of the Company on any working day up to April 24, 2026 during Business Hours and shall also be available at the time of the Annual General Meeting. Members can also assess the Alternate Business via the below link: http://www.lalpir.com/finance/pdf/LalpirAGMNotice. pdf
      v)	Impact on the existing line of business of the company	The company's existing line of business shall effectively cease, and the associated assets are proposed to be disposed of. Approval of the members is accordingly being sought for such disposal, alongside the proposed change in principal line of business.
      vi)	Expected time period when proposed change is expected to be implemented	This change shall be implemented forthwith by the Company, as it has all the resources for implementation.
      vii)	A statement by the board that the proposed change will not be detrimental to the interest of the company or its members as a whole	The Board of Directors of the Company is confident that this change will not be detrimental to the interests of the Company or its members as a whole.

   2. Change of the name of the Company:

      The Power Purchase Agreement ("PPA") with CPPA-G, along with the Implementation Agreement and Government Guarantee, stands terminated with effect from October 01, 2024. Since then, the Company has neither undertaken any electricity sales nor has any customer for such business. Accordingly, approval is being sought for a change in the principal line of business of the Company. In terms of the Companies Act, 2017, the principal line of business must be commensurate with the name of the Company. In light thereof, the Board of Directors has also proposed to change the name of the Company from "Lalpir Power Limited" to "Lalpir Limited". The availability of the name "Lalpir Limited" for use by the Company has been confirmed by the office of the Registrar of Companies, Securities and Exchange Commission of Pakistan, Lahore.

      Key Disclosures required under the statement of material facts:

      i)

      Reasons and effects of the change of name by the company

      The Power Purchase Agreement ("PPA") with CPPA-G, along with the Implementation Agreement and Government Guarantee, stands terminated with effect from October 01, 2024. Since then, the Company has neither undertaken any electricity sales nor has any customer for such business. Accordingly, approval is being sought for a change in the principal line of business of the Company. In terms of the Companies

      Key Disclosures required under the statement of material facts:

      i)	Reasons and effects of the change of name by the company	Act, 2017, the principal line of business must be commensurate with the name of the Company. In light thereof, the Board of Directors has also proposed to change the name of the Company from "Lalpir Power Limited" to "Lalpir Limited".
      ii)	Proposed new name of the company	"Lalpir Limited"
      iii)	Confirmation that the proposed name is not incommensurate with the principal line of business of the company	The directors of the Company confirmed that the proposed name Lalpir Limited is not incommensurate with the new principal line of business of the Company.
      iv)	If change of name is due to diversification of main business activities or entering a new geography etc. same shall be disclosed.	Change in the name of the company is due to a change in the principal line of business of the Company.

   3. The disposal and sale of plant and machinery and other assets ("the Assets") of the Company:

The Power Purchase Agreement ("PPA") with CPPA-G, along with the Implementation Agreement and Guarantee of the Government of Pakistan, stand terminated with effect from October 01, 2024. Since then company has neither undertaken any electricity sales nor has any customer for such business.

The company has accordingly formulated a revised business plan, pursuant to which its principal line of business is proposed to be changed from power generation to investment activities. In consequence, the plant & machinery, sizeable portion of buildings on freehold land as well as store & spares previously utilized for power generation, are no longer required and are proposed to be disposed of in order to derive maximum value for the members.

Key Disclosures required under the statement of material facts:

Availability of Relevant Documents:

The documents about the foregoing special business, including the duly authenticated viable Alternate Business Plan by the board and duly signed recommendations of the due diligence report are available for inspection at the registered office of the Company on any working day up to April 24, 2026, during business hours and also at the time of the Annual General Meeting.

Members can also assess the Alternate Business via the below link: http://www.lalpir.com/finance/pdf/LalpirAGMNotice.pdf

The Directors also undertake and confirm that they have carried out due diligence regarding the Alternate Business Plan.

No Directors or Chief Executive of the Company or their relatives have any interest in the proposed special businesses except in their capacities as Directors/Chief Executive/Shareholders and remuneration received from the Company.

Annual Report2O25

19

DIRECTORS' PROFILE

Mian Hassan Mansha has over 26 years of diversified experience and serving on the Board of various listed and unlisted companies. Currently he is serving on the Boards of Nishat Power Limited, Security General Insurance Company Limited, Nishat Mills Limited, Lalpir Power Limited, Nishat Hotels and Properties Limited, Nishat (Aziz Avenue) Hotels and Properties Limited, Nishat (Raiwind) Hotels and Properties Limited, Nishat Dairy (Private) Limited, Pakistan Aviators and Aviation (Private) Limited, Nishat Real Estate Development Company (Private) Limited, Nishat Agriculture Farming (Private) Limited, and Nishat Developer (Pvt) Limited Nishat Packaging Limited, NexGen Auto (Pvt) Limited, Hyundai Nishat Motor (Pvt) Limited.

He is also an Honorary Consulate of Brazil in Pakistan.

LALPIR POWER LIMITED

20

Director

Mr. Zaheer Ahmed Ghanghro has more than three decades of experience working in the field of power generation and transmission. He is the CEO of Halmore Power Generation Company Limited, which owns a 225 MW combined cycle power plant located at Bhikhi.

Previously, he has served as Managing Director of OMS Pakistan, Project Director of Chiniot Power, and an Electrical Engineer with WAPDA. As Managing Director for Pakistan operations of O&M Solutions, Mauritius, he was directly involved as Project Director in the development, contract negotiations, construction, and commissioning of many projects in Pakistan, including all 6FA CCPP projects (Orient, Saif, Sapphire, and Halmore) and

K-Electric's 560 MW Bin Qasim - II Project. He started his career with WAPDA, where he worked for over 17 years as an Electrical and Operations Engineer at the 880 MW Jamshoro Thermal Power Plant, Maintenance Engineer for Guddu -Multan

500 kV Transmission Lines, and Operations Engineer at 500 kV grid station, Multan. Mr. Zaheer holds master's degrees in Engineering and Business Administration and has also undergone various trainings in Pakistan, Germany, and UAE. The Government of Punjab has appointed Mr. Zaheer as Chairman of the Boards of Directors for Quaid-e-Azam Solar Power Company and Quaid-e-Azam Thermal Power Company.

He is also a Director in the following companies:

• Halmore Power Generation Company Limited

• Halmore Properties (Private) Limited

• Halmore Seasons (Private) Limited

• OILCO Petroleum (Pvt) Limited

• Helmore Renewables (Pvt) Limited

Mrs Hajra Arham is a

Chartered Accountant qualified from The Institute of Chartered Accountants of Pakistan. She has over 28 years' post qualification work experience with public and private sectors at advisory and management board positions. She has worked at projects funded by Punjab Govt., World Bank, Asian Development Bank , UK Govt. and Japan International Cooperation Agency. Her exposure relates to Information Technology, Water Sector, Power/ Energy Sector and widely diversified clientele of CA firm from Textile and Sugar Industry to Financial Institutions and Development Authorities. She is also currently serving as Independent Director,

Chairperson Audit Committee and Member HR Committee of Kohinoor Mills Limited, a listed company engaged in textile production and export.

Mr. Farrukh Ifzal is a Fellow

member of the Institute of Chartered Accountants of Pakistan. He has over 37 years of diversified experience in the field of Accounts, Finance, Legal and General Management. He is currently serving as Director and Chief Executive Officer of Nishat Chunian Power Limited and Director of Pakgen Power Limited and Quaid-e-Azam Thermal Limited.

Annual Report2O25

21

CHAIRMAN'S REVIEW

I am pleased to present the annual report of the Company for the year ended December 31, 2025 to our valued shareholders.

The Company has incurred loss after tax of Rs 816 million as against a profit of Rs 465 million earned during the previous year. The decrease in profitability in current year is because of Negotiated Settlement Agreement as detailed in Directors' Report of the Company and annexed financial statements, resulting in early termination of Company's Power Purchase Agreement with effect from October 01, 2024. Company's strategic repositioning as detailed in the Directors' Report, will allow the Company to preserve capital, maintain financial strength and maximize long-term shareholders' return.

I would like to appreciate overall performance of the Board during this year despite multiple challenges and tough economic conditions prevalent in the Country. They have provided strategic directions to the management and always remained available for guidance. The Board has formed various Committees, like Audit Committee and Human Resource Committee. Through Audit Committee, the Board reviewed the internal controls and financial statements and ensured that the accounts fairly represent the financial position of the Company. While the HR Committee overviews the HR policy framework and recommends selection and compensation of senior management team.

To evaluate the performance of the Board and its Committees, the Board has put in place mechanism for annual evaluation of the performance of the Board of Directors. Accordingly, the Board has completed its annual self-evaluation for the year 2025 and I am pleased to report that the overall performance benchmarked on the basis of set criteria remained satisfactory.

Further, I am pleased to inform that the composition of the Board depicts reasonable balance of executive and non-executive Directors including female and

independent Directors. This combination, possess the requisite skills, core competencies and industry knowledge to lead the Company, whereby all Board members are aware of the high level of ethical and professional standards laid down in Vision & Mission Statements of the Company.

The Board reviews the quality and appropriateness of financial statements of the Company, reporting and transparency of disclosures, Company's accounting policies, corporate objective plans, budgets and other reports. The Board has also framed the Code of Conduct which defines requisite behavior and has been disseminated throughout the Company. Adequate controls and robust systems are in place to ensure effective control environment so compliance of best policies of Corporate Governance are achieved.

I would like to take this opportunity to express my appreciation for the untiring efforts of Company workforce and express gratitude to all the stakeholders for their continued cooperation, trust and support.

Chairman

Lahore: March 31, 2026

The Directors are pleased to present the Annual Report and the audited financial statements of the Company for the year ended December 31, 2025 together with the auditors' report thereon.

STRATEGIC DEVELOPMENTS AND STRATEGIC REPOSITIONING

The early termination of the Company's Power Purchase Agreement (PPA), effective 01 October 2024, resulted in the cessation of the Company's primary revenue stream.

Following the termination of the PPA, the Board undertook a comprehensive review of the Company's strategic direction to safeguard shareholder value and ensure sustainable utilization of its available financial resources.

Keeping in view the above factors, the Board of Directors of the Company in their meeting held on March 31, 2026 has formally approved an Alternate Business Plan for the Company involving the disposal

/ sale of plant and machinery, sizeable part of buildings, stores, spare parts and other consumables and other assets ("the Assets") of the Company located at power plant site, Mehmood Kot, Muzaffargarh, Punjab, subject to the completion of necessary corporate, regulatory and legal formalities.

In accordance with the provisions of Section 183(3)(a) of the Companies Act, 2017, the approval of members of the Company is being sought in forthcoming Annual General Meeting for such sale / disposal of the Assets.

The Company has Rupees 9,198.822 million surplus funds available as on 31 December 2025 which are invested in mutual funds and cash and banks. The sale of the Assets as stated above is expected to further generate Rs. 3,161 million. The Board of Directors of the Company in their meeting held on 18 December 2025 has approved the Company's acquisition, through nomination by Nishat Hotels and Properties Limited, of up to 4.41% of the paid-up ordinary share capital of Rafhan Maize Products Company Limited ("the acquiree company") at a price of PKR 9,800 per share, as part of a broader acquisition with its affiliates to acquire a total of up to 75.10% of paid-up ordinary share capital of the acquiree company through share purchase agreements and 3.23% of paid-up ordinary share capital of the acquiree company through public offer under the Listed Companies (Substantial Acquisition of Voting Shares and Takeovers) Regulations, 2017.

Hence, Alternate Business Plan, approved and recommended by the Board of Directors of the Company encompass change in principal line of business, change in name of the Company, disposal of the Assets and pursuing the principal line of business of making investments in shares / securities. The Board has initiated a strategic repositioning of the Company from an asset-intensive power generation business to a capital allocation and investment-focused platform.

DIRECTORS' REPORT

As part of this transition, the Company intends to monetise legacy operating assets and redeploy capital into opportunities capable of generating sustainable returns. The Company's strong financial position, disciplined governance, and experienced management team provide a solid foundation for this transition.

RISK MANAGEMENT AND GOVERNANCE

The Board continues to actively monitor risks associated with the transition, including regulatory developments, execution risks relating to potential investments, and market-related factors. Appropriate governance and oversight mechanisms are in place to ensure prudent decision-making and protection of shareholder interests.

FUTURE OUTLOOK

The Board views the Company's transformation as a proactive response. Going forward, the Company is expected to remain focused on execution of the Alternate Business Plan, enhancing shareholders' value and maintaining financial strength.

PROPOSED STRATEGIC INVESTMENT - RAFHAN MAIZE PRODUCTS COMPANY LIMITED

In view of the delayed / uncertain near-term commercialization through CTBCM and the need to enhance predictability of returns and preserve shareholder value, the Board and management have evaluated alternate avenues of income generation (as contemplated in the Company's financial statements for the year ended December 31, 2024).

As stated above, the Company, as part of a consortium of Nishat Group entities, is in the process of acquiring equity stake in Rafhan Maize Products Company Limited, a listed company engaged in the business of processing of maize as the basis raw material to manufacture and sell a number of industrial products, like industrial starches, liquid glucose, dextrose, dextrin and gluten meals.

The transaction is being undertaken in accordance with the Securities Act, 2015 and the Listed Companies (Substantial Acquisition of Voting Shares and Takeovers) Regulations, 2017, and represents a strategic investment opportunity aligned with the Company's long-term capital allocation framework.

Management considers the proposed investment attractive for the following reasons:

Rafhan Maize Products Company Limited (RMPL) specializes in corn wet-milling, producing a diverse portfolio of starches and sweeteners. These products serve a wide array of sectors, including textiles, food and beverages, pharmaceuticals, and livestock. By maintaining such a broad demand base, RMPL achieve greater operational resilience across economic cycles, mitigating the risks typically associated with single-buyer contract models.

As a mature operating business with a diversified customer base and value-added product portfolio, the proposed investment is expected to provide a combination of stable dividend income potential and long-term capital appreciation.

The Company already holds surplus funds of approximately Rs. 9,198.822 million as on December 31, 2025. Deploying a portion of these surplus funds, into a strategic investment is intended to enhance returns compared with passive placements, while maintaining adequate liquidity to meet operating expenditures and obligations.

GOING CONCERN AND FINANCIAL RESILIENCE

Based on the Company's available financial resources and ongoing strategic initiatives, the Board is satisfied that the Company will continue to meet its obligations as they fall due and has therefore adopted the going concern

basis in preparing these financial statements.

FINANCE AND SIGNIFICANT EVENTS

Due to termination of PPA in Year 2024, the Company had no operating revenues, during the current year. For comparative year, the Company reported total sales revenue of Rupees 14.239 billion and operating costs were Rupees 10.691 billion, resulting in gross profit of Rupees 3.548 billion). During the year, the Company incurred loss after tax of Rupees 816 million resulting in loss per share of Rupees 2.19, as compared to a profit after tax of Rupees 465 million and earnings per share of Rupees 1.22 last year.

The Company remains in a sound financial position and has sufficient liquidity and reserves to meet its plant preservation expenditures and discharge its liabilities for the foreseeable future. As on December 31, 2025, the Company's investments in Mutual Funds and cash and banks stand at Rs. 9,199 million, which are primarily held to meet day to day expenditure and keeping in view the Alternate Business Plan of the Company as elaborated in preceding paragraphs.

The Company has taken several cost reduction measures, including but not limited to rationalization of workers and employees through Voluntary Severance Scheme (VSS) and reduction / optimization of plant maintenance costs, to mitigate the financial impacts arising due to termination of the Agreements.

BUY BACK OF SHARES:

During the year, the Company undertook buy-back of its own shares in accordance with Section 88 of the Companies Act, 2017 and the Listed Companies (Buy-Back of Shares) Regulations, 2019. The Board of Directors in its meeting held on October 16, 2025 approved the proposal of buy-back of up to 100,000,000 ordinary shares of face value Rs. 10 each, representing 26.33% of the total outstanding shares, with the purpose of cancellation of shares. Proposal was subsequently authorized by the members through a special resolution passed in the Extraordinary General Meeting held on November 20, 2025.

Pursuant to the approval, the Company announced the buy-back on November 20, 2025 and commenced purchases through Pakistan Stock Exchange on November 28, 2025. The Company completed the buy-back during December 2025 and purchased an aggregate of 100,000,000 ordinary shares at prevailing market prices for cancellation.

The purchased shares were cancelled upon confirmation from Central Depository Company, resulting in a reduction of the Company's paid-up share capital from 379,838,732 ordinary shares to 279,838,732 ordinary shares of Rs. 10 each.

The transaction was funded from distributable reserves and has been accounted for as a reduction in equity.

The buy-back has been accounted for as an equity transaction in accordance with IAS 32 - Financial Instruments

i.e. the premium paid on buy-back of shares including directly attributable costs has been recognized as a deduction from distributable reserves and no gain or loss has been recognized in profit or loss on cancellation of shares.

The reduction in the number of ordinary shares outstanding has been reflected in the computation of basic and

diluted earnings per share for the year ended 31 December 2025 in accordance with IAS 33 (Earnings per Share). Further details are disclosed in Note 27.

The buy-back had the following financial implications for the Company:

1. The cancellation of shares reduced the issued and paid-up capital, thereby optimizing the Company's capital structure and aligning it with the current scale of operations.

2. The Company utilized approximately PKR 2.47 billion (inclusive of transaction costs) for the purchase of shares, which was funded from distributable profits/reserves.

3. As a result of the reduction in the number of outstanding shares:

   1. Earnings per share (EPS) is expected to improve due to lower weighted average shares outstanding.

   2. Net assets per share / book value per share is expected to increase, enhancing shareholder value

4. The buy-back did not affect the Company's operational capability or its ability to meet liabilities, as the transaction was executed from available reserves in compliance with regulatory requirements.

5. The transaction provided liquidity to shareholders wishing to exit while simultaneously improving capital efficiency for continuing shareholders.

INTERNAL AUDIT AND CONTROL

The Board of Directors (the Board) has set up an independent internal audit function headed by a qualified person reporting to the Audit Committee. The scope of internal auditing within the Company is clearly defined which broadly involves review and evaluation of its' internal control system.

ADEQUACY OF INTERNAL FINANCIAL CONTROLS

The Company has implemented a robust system of internal and financial controls to safeguard its assets, prevent fraud, and ensure compliance with legal requirements. The internal control framework is regularly reviewed and monitored by the Internal Audit function, established by the Board. The Audit Committee conducts quarterly reviews of the system in line with its terms of reference.

ENVIRONMENT HEALTH AND SAFETY

Lalpir Power Limited is proud of its commitment to protecting the environment and enhancing the health and safety of its employees. During the year, there was no time lost accident (LTA) due to any injury and there was no environment excursion.

CORPORATE SOCIAL RESPONSIBILITY (CSR) AND COMMUNITY WELFARE

The Corporate Social Responsibility (CSR) is not only an integral part of the Company's business since inception. It is part of the Company's culture and all employees show a strong commitment to same. The Company strives to accelerate the process of empowering people to work towards eradicating poverty and unemployment. Some CSR Initiatives by the Company include:

• Managing a basic health unit that is fully equipped with emergency facilities and diagnostics laboratory for the local community. Additionally, the Company also arranges special eye & skin disease camp for the local community on annual basis.

• Support a program for the free education to the house maids working in employees' community.

COMPLIANCE WITH CODE OF CORPORATE GOVERNANCE 2019

Directors are committed to good corporate governance and comply with the requirements of the Listed Companies (Code of Corporate Governance) Regulations, 2019 and the Rule Book of Pakistan Stock Exchange.

The statement of compliance with the CCG Regulations, 2019 is enclosed.

CORPORATE AND FINANCIAL REPORTING FRAMEWORK

The Company Management is fully cognizant of its responsibility as recognized by the Companies Act provisions and Code of Corporate Governance issued by the Securities and Exchange Commission of Pakistan (SECP). The following comments are acknowledgement of Company's commitment to high standards of Corporate Governance and continuous improvement.

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

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

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

• International Financial Reporting Standards (IFRS), as applicable in Pakistan, have been followed in preparation of financial statements and any departure therefrom has been adequately disclosed and explained.

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

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

• All the directors on the Board are fully conversant with their duties and responsibilities as directors of corporate bodies. The directors were apprised of their duties and responsibilities through orientation courses.

• The key operating and financial data of last six years is attached to the report.

• Value of investment in provident fund and gratuity scheme as at year ended 31st December 2025, were as follows;

Provident fund: 31 December 2025 is Rupees: 97.575 million

Gratuity fund: 31 December 2025 is Rupees: 1.306 million

COMPOSITION OF BOARD:

*Resigned on December 29, 2025.

**Appointed as director on December 31, 2025 to fill the casual vacancy in place of Mr. Amir Mahmood.

DIRECTORS' REMUNERATION:

The Company does not pay remuneration to its non-executive directors including independent directors except for meeting fee. Aggregate amount of remuneration and meeting fee paid to executive and non-executive directors have been disclosed in note 30 of the annexed financial statements.

PATTERN OF SHAREHOLDING:

The statement of pattern of shareholding as on 31 December 2025 is attached.

TRADING IN THE SHARES OF THE COMPANY

All the trades in the shares of the listed Company, carried out by its directors, executives and their spouses and minor children during the year ended December 31, 2025 is annexed to this report.

RELATED PARTIES

Related party transactions were placed before the Audit Committee and approved by the Board. These transactions were in line with the requirements of the Companies Act, 2017.

FINANCIAL RISK MANAGEMENT

The Company's activities expose it to a variety of financial risks: market risk (including currency risk, other price risk and interest rate risk), credit risk and liquidity risk. The Company's overall risk management program focuses on the unpredictability of financial markets and seeks to minimize potential adverse effects on the Company's financial performance.

Risk management is carried out by the Company's finance department under policies approved by the Board. The Company's finance department evaluates and hedges financial risks. The Board provides principles for overall risk management, as well as policies covering specific areas such as currency risk, other price risk, interest rate risk, credit risk, liquidity risk and investment of excess liquidity. All treasury related transactions are carried out within the parameters of these policies.

AUDITORS

The present auditors M/s Riaz Ahmad and Company, Chartered Accountants retired and being eligible, offer themselves for re-appointment for the year 2026. The Audit Committee of the Board has recommended the reappointment of the retiring auditors.

ACKNOWLEDGEMENT

We wish to thank our valuable shareholders, financial institutions, lenders and other suppliers for their trust and faith in the Company and their valuable support that enabled the Company to achieve better results, during PPA tenure.

We also appreciate the management for establishing a modern and motivating working climate and promoting high levels of performance in all areas of the power plant. We also take this opportunity to thank our executives and staff members for their consistent support, hard-work and commitment for delivering results, under extra ordinary circumstances.

For and on behalf of the Board of Directors

Chief Executive Officer Chairman

Lahore: March 31, 2026

PATTERN OF SHAREHOLDINGS