Transmission of annual report for the year ended june 30, 2025

NCPL-PSX/1022 October 03, 2025

The General Manager,

Pakistan Stock Exchange Limited, Stock Exchange Building,

Stock Exchange Road, KARACHI.

SUB: TRANSNIISSION OF ANNUAL REPORT FOR THE YEAR ENDED JUNE 30, 2025

Dear Sir,

We have to inform you that the Annual Report of Nishat Chunian Power Limited (the Company) for the year ended .Iune 30, 2025 have been transmitted through PUCARS and is also available on Company's website.

You may inform the TRE Certificate Holders of the Exchange accordingly. Thanking you,

Yours truly,

KHALID MABIHOO CHOHAN HEAD OF CORPO AFFAIRS

Enc1: As Above

Annual Report

2009

Listed on KSE & LSE

BRIEF PROFILE

2007

Incorporated as a public limited company

2011

First year of profitable operations

2010

Started commercial operations

Nishat Chunian Power Limited 01

02 Nishat Chunian Power Limited

Contents

Company Information 04

Notice of Annual General Meeting 06

Chairman's Review Report 09

Directors' Report 11

Gender pay gap statement 22

Financial Highlights 23

Statement of Compliance with the Code of Corporate Governance 24

Independent Auditor's Review Report on Code of Corporate Governance 27

Independent Auditor's Report 28

Statement of Financial Position 34

Statement of Profit or Loss 36

Statement of Comprehensive Income 37

Statement of Changes in Equity 38

Statement of Cash Flows 39

Notes to the Financial Statements 40

Pattern of Shareholding 89

Forms 94

Nishat Chunian Power Limited 03

Company Information

Director (Appointed on 06-02-2025) Mr. Ghazanfar Husain Mirza Chairman

Mr. Farrukh Ifzal

Chief Executive Officer Mr. Aftab Ahmad Khan Director

Ms. Leila Khan

Director

Mr. Sheikh Muhammad Iqbal

Director

Mr. Mustaqeem Talish

Director

Mr. Rehmat Naveed Elahi

Director (Resigned on 27-01-2025)

Chairman

Mr. Aftab Ahmad Khan

Member

Mr. Mustaqeem Talish

Member

Member

Sheikh Muhammad Iqbal

Chairman

Mr. Mustaqeem Talish

Member

04 Nishat Chunian Power Limited

Allied Bank Limited Askari Bank Limited Bank Alfalah Limited

BankIslami Pakistan Limited

Dubai Islamic Bank Pakistan Limited Habib Bank Limited

Habib Metropolitan Bank Limited MCB Bank Limited

MCB Islamic Bank Limited Meezan Bank Limited National Bank of Pakistan The Bank of Punjab United Bank Limited Faysal Bank Limited

Chartered Accountants

Advocates & Legal Consultants

Lahore, Pakistan.

Ph: 042-37421435, 37575970

Fax: 92-42-35717239

https://www.ncpower.com.pk

7 - Bank Square, Lahore Ph: 042-37235081-2

Fax: 042-37358817

Nishat Chunian Power Limited 05

Notice of Annual General Meeting

Notice is hereby given that the Annual General Meeting of the members of Nishat Chunian Power Limited ("the Company") will be held on October 27, 2025 (Monday) at 12:15 P.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 business:

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

   https://ncpower.com.pk/images/pdf/NCG_Financials/NCPL_Annual/annual2025.pdf

1. To ratify Interim Dividends @ 70% i.e. Rs. 7.00 per share already paid during the year ended June 30, 2025.

2. To appoint statutory Auditors for the year 2025-26 and fix their remuneration.

Scan QR code for annual report 2025

Lahore (TASAWAR HUSSAIN)

Dated: October 02, 2025 Company Secretary

1. BOOK CLOSURE NOTICE

   The Ordinary Shares Transfer Books of the Company will remain closed from 20.10.2025 to 27.10.2025 (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 17.10.2025 at the office of Share Registrar, Hameed Majeed Associates (Private) Limited, 7-Bank Square, Lahore shall be considered in time for attending the AGM.

   06 Nishat Chunian Power Limited

   
   
   
2. 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.ncpower.com.pk.

   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 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.

3. CIRCULATION OF ANNUAL REPORTS THROUGH EMAIL WITH QR ENABLED CODE AND WEB LINK

   Pursuant to the SECP's S.R.O. 389(I)/2023 dated March 21, 2023, the Members of Nishat Chunian Power Limited had accorded their consent for transmission of annual reports including annual audited financial statements to the members through QR enabled code and Weblink instead of transmitting the same through CD/DVD/USB.

   The Company has electronically transmitted the Notice of the Annual General Meeting and the Annual Report of 2025 through email to the members whose email addresses are available with the Company's Share Registrar, M/s Hameed Majeed Associates (Pvt) Ltd. The printed notices of the AGM, after insertion of the weblink and QR enabled code for downloading the Annual Report, have also been sent to the members.

   However, the Company shall provide hard copies of the Annual Report to any member on their demand, at their registered address, free of cost, within one week of receiving such request on the specified consent letter/form, which is available on the Company's website https://www.ncpower.com.pk. The Annual Report for the year 2025 is also uploaded on the website of the Company.

   Nishat Chunian Power Limited 07

   
   
   

   Further, shareholders are requested to kindly provide their valid email address to the Company's Share Registrar, M/s Hameed Majeed Associates (Pvt) Ltd., H.M. House, 7-Bank Square, Lahore, if the Member holds any shares in physical form or to the respective Member's Participant/Investor Account Services, if shares are held in book entry form.

4. UNCLAIMED DIVIDEND / SHARES

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

5. VIDEO LINK FACILITY FOR MEETING

   In accordance with the Companies Act, 2017 and guidelines issued by the SECP, participation through video link shall be available to the members. 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@ncpower.com.pk or smahmood@dgcement.com by October 20, 2025.

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

6. 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. This is as per the requirement of the Companies Act, 2017.

7. SUBMISSION OF COPY OF CNIC (MANDATORY)

   Individuals including all joint holders holding physical share certificates are requested to submit a copy of their valid CNIC to the Company or the Company's Share Registrar. All shareholders are once again requested to send a copy of their valid CNIC to our Share Registrar, Hameed Majeed Associates (Pvt) Ltd. The Shareholders while sending CNIC must quote their respective folio numbers and name of the Company.

   NO GIFTS WILL BE DISTRIBUTED AT THE MEETING

   STATEMENT UNDER REGULATION 4(2) OF THE COMPANIES (INVESTMENT IN ASSOCIATED COMPANIES OR ASSOCIATED UNDERTAKINGS) REGULATIONS, 2017

   Name of Investee Company	NexGen Auto (Private) Limited ("NexGen")
   Total Investment Approved:	Following Investments were approved in EOGM held on August 13, 2025:
   Amount of Investment Made to date:
   Reasons for deviations from the approved timeline of investment, where investment decision was to be implemented in specified time:
   Material change in financial statements of associated company or associated undertaking since date of the resolution passed for approval of investment in such company:	There is no material change in the financial statements of the NexGen. At the time of approval, as per available latest audited financial statements for the year ended December 31, 2024, the basic loss per share was PKR 0.01 and breakup value per share was PKR 9.99. As per latest un-audited financial statements for the half year ended June 30, 2025 the basic loss per share is PKR 0.41 and breakup value per share is Rs. 9.59. (including the impact of conversion of share deposit money into shares)

   1. Equity investment upto PKR 2 billion within a period of two (2) years

   2. Loan / advance of PKR 500 million

   1. Equity: PKR 2 billion

   2. Loan / advance: PKR 500 million

   1. Equity: No deviation

   2. Loan / advance: No deviation

   08 Nishat Chunian Power Limited

   
   
   

   Chairman's Review Report

   I am pleased to present the annual report for the year ended June 30, 2025. This is the company's fifteenth year of its twenty-five-year and seventy-five days Power Purchase Agreement with Central Power Purchasing Agency Guarantee Limited ('Power Purchaser').

   Board Performance and Oversight

   During the year, the Board of Directors ('BoD') remained fully engaged in steering the Company through a complex operating environment. BoD provided valuable insight and exposure to the company especially for the negotiations and discussion with the Task Force, constituted by the Prime Minister of Tasking to identify and oversee implementation of structural reforms in the power sector of Pakistan. The Board held seven (7) meetings, ensuring timely and effective oversight of strategic, financial, and operational matters. Key decisions were made with a focus on long-term sustainability, risk mitigation, and value creation for stakeholders.

   The board remained pivotal in ensuring a diligent governance framework for the effective and prudent management of business matters. The board is always keen to implement improvements in the light of global best practices. The board ensured that adequate policies were in place that enhanced the professional standards and corporate values. The board rooted a corporate culture that promotes sincerity among the Board, senior management, and other employees. The Board's composition remained compliant with the requirements of the Companies Act, 2017 and the Listed Companies (Code of Corporate Governance) Regulations, 2019. Independent directors actively contributed to board deliberations.

   Compliance with Laws and Governance Framework

   The Company has fully complied with the provisions of the Companies Act, 2017, the Securities Act, 2015, and all applicable regulations issued by the Securities and Exchange Commission of Pakistan (SECP). The Statement of Compliance with the Code of Corporate Governance for the year ended June 30, 2025, has been duly reviewed and approved by the Board and is annexed to this report. The Board ensured that all statutory disclosures, including related party transactions, director remuneration, and financial reporting, were made in accordance with applicable laws and standards.

   Internal Control and Risk Management

   The Board continued to oversee the effectiveness of the Company's internal control framework. The Audit Committee, comprising of non-executive and independent directors, met regularly to review internal audit reports, risk assessments, and compliance matters. No material weaknesses were identified during the year.

   The Company has adopted a risk-based approach to internal controls, with enhanced focus on IT and OT security, data governance, and operational resilience. The Board remains committed to continuous improvement in control mechanisms and risk oversight.

   Conclusion

   The Board remains committed to upholding the highest standards of corporate governance, transparency, and ethical conduct. I extend my appreciation to all directors for their diligence and strategic foresight, and to the management for their continued support in implementing the Board's vision.

   On behalf of the Board, I wish to acknowledge the contribution of all our employees to the success of the company. Together, we aim to strengthen governance, enhance stakeholder trust, and ensure sustainable growth.

   Mr. Ghazanfar Husain Mirza Chairman

   September 29, 2025

   Nishat Chunian Power Limited 09

   
   
   

   10 Nishat Chunian Power Limited

   
   
   

   Directors' Report

   Dear Shareholders,

   The Board is pleased to present financial statements for the year ending on June 30, 2025. During the fiscal year, 2025 turnover slided down to PKR 5.57 billion (2024:15.22 billion), majorly due to reduced capacity factor.

   Although the company earned a gross profit of PKR

   2.51 billion (2024: PKR 4.88 billion), however, adjustments as per the Amendment Agreement ("AA") have resulted in loss after tax of PKR 3.38 billion (2024: PKR 4.91 billion net profit after tax), translating into loss per share of PKR 9.19 (2024: EPS PKR 13.37).

   Performance

   During the year ended June 30, 2025, the Company dispatched 57,209 MWH (2024: 240,447 MWH) to Power Purchaser with a capacity factor of the plant of 3.34% (2024: 13.99%) and an availability factor of

   99.74% (2024: 93.77%).

   Lower generation demand, reduction in capacity tariff components, and reduction in the Delay Payment Rate has resulted in the decrease of the reveue for the year.

   Key Developments and Sectoral Reforms

   During the year under review, the energy sector in Pakistan underwent significant reforms. The Prime Minister of Pakistan constituted a Task Force under the chairmanship of Federal Minister of Power with members from different bodies, mandated to identify and oversee implementation of structural reforms in the power sector of Pakistan. Extensive discussions were held by Task Force and Independent Power Producers ("IPPs"), including our company with the primary goal to amend the agreements and tariffs to drive mutal benefits.

   On December 4, 2024, Board of Directors of the company approved the AA with the Government of Pakistan and the Power Purchaser. AA encompasses significants financial impacts on part of the IPPs, demonstrating their commitment to supporting both

   the government and the public which was formally executed in February 2025, converted the existing tariff to a Hybrid Take-and-Pay model effective from November 1, 2024. AA not only provided consession to the Power Purchaser but also resolved certain long outstanding disputes between the parties and the payment of all the dues as at October 31, 2024. The further details please refer to note 1.4 of financial statements.

   Financial and Operational Impact

   A positive outcome of the Amendment Agreement was the full and final settlement of past dues and claims by the Power Purchaser during the year. This resolution significantly improved our company's liquidity position.

   As of June 30, 2025, our receivables from the Power Purchaser stood at PKR 1,464.17 million, a substantial reduction from PKR 13,170.21 million on June 30, 2024. Overdue receivables also decreased significantly to PKR 1,052.83 million from PKR 10,170.06 million in the previous year. Further details can be found in Note 14 to the annexed financial statements.

   Internal Audit And Control

   The Board has set up an independent 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.

   Risk Management and Controls

   Financial risks to the company are mostly catered for

   Nishat Chunian Power Limited 11

   
   
   

   in the tariff. Apart from liquidity risk (circular debt), the other major financial risk the company is exposed to is the interest rate. Any fluctuation in the interest rate can impact the profits of the company. As part of risk management, the company has designed and implemented adequate internal financial controls, manual as well as automated, that are communicated to staff via various policies and procedural guidelines. The Board of Directors ensures that sufficient adequate internal control exists in the company. These controls are also periodically monitored by the Internal Audit Function.

   Corporate Social Responsibility

   The company is keen on preserving the environment and nature. For this purpose, our power plant is equipped with machinery to ensure that the National Environmental Quality Standards are always complied with. The Company has also taken an initiative towards plantation and has planted trees inside the power plant premises and the surrounding vicinity.

   Corporate And Financial Reporting Framework

   The Company Management acknowledges its full responsibility under the Companies Act, 2017 and the Code of Corporate Governance issued by the Securities and Exchange Commission of Pakistan (SECP). The following statement reaffirms the company's commitment to upholding high standards of corporate governance and promoting continuous improvement. The directors are fully aware of their duties, having been apprised through orientation courses.

   12 Nishat Chunian Power Limited

   The management confirms that the financial statements present fairly the company's financial position, results of operations, cash flows, and changes in equity. Proper books of account have been maintained, and appropriate accounting policies have been consistently applied, adhering to International Financial Reporting Standards (IFRS) as applicable in Pakistan. The system of internal control is sound and effective, and there are no significant doubts about the company's ability to continue as a going concern.

   Environmental Protection and Employee Safety

   The company is dedicated to upholding the highest standards of environmental protection and workplace safety. We regularly monitor our emissions, wastewater, and overall environmental impact to ensure full compliance with the National Environmental Quality Standards (NEQS) and to promote sustainable operations.

   Equally important is our focus on safeguarding the health and well-being of our employees. We cultivate a safe, secure, and supportive work environment, reinforced by our Anti-Harassment Policy to ensure dignity and respect for everyone. A key priority is fostering a safe and empowering environment for women in the workplace.

   We promote a culture of shared responsibility, where environmental care and employee safety are integrated into all business activities, demonstrating our commitment to protecting the environment and all our stakeholders.

   
   
   Sustainability and DE&I Measures

   The Board is committed to addressing sustainability risks, including environmental, social, and governance (ESG) factors, in line with SECP guidelines. We promote diversity, equity, and inclusion (DE&I) and continue to enhance gender equality across the organization.

   During the year, the Company adopted a policy to promote and implement DE&I in the compnay. This will also help to ensure a Furthermore, the Company's Anti-Harassment Policy remains in place to ensure a respectful and supportive work environment. We will assess and manage sustainability risks, including climate-related ones, with strategies to ensure business resilience. Our efforts are regularly reviewed to align with long-term goals.

   Dividends

   Over the course of the reporting period, two interim dividends at the rates of 50% and 20% respectively, have been declared and distributed to the shareholders of the company.

   Overhauling Reserve

   In accordance with the Amendment Agreement, the Company has created an overhauling reserve of PKR 5,509 million, out of available retained earnings. The Board is of the view that this reserve is prudently maintained and is sufficient to meet the Power Plant's repair and maintenance requirements.

   Auditors

   The retiring auditors' M/s Riaz Ahmad & Co. Chartered Accountants, being eligible, offered themselves for re-appointment. The Audit Committee has recommended their re-appointment as auditors of the Company for the year 2025-26.

   Pattern of Shareholding

   The pattern of shareholding as of June 30, 2025, is annexed with the Annual Report.

   Related Parties:

   The transactions between the related parties were carried out on the basis of arm's length prices. The Company has fully complied with the best practices on transfer pricing as contained in the Act and the Code.

   Board of Directors and its Committees

   The following persons served as directors of the company during the financial year 2025.

   Sr. #	Names of Directors
   1	Mr. Farrukh Ifzal
   2	Mr. Ghazanfar Hussain Mirza
   3	Mian Hassan Mansha (Appointed on February 06, 2025)
   4	Mr. Aftab Ahmad Khan
   5	Ms. Leila Khan
   6	Mr. Sheikh Muhammad Iqbal
   7	Mr. Mustaqeem Talish
   8	Mr. Rehmat Naveed Elahi (Resigned on January 27, 2025)

   Composition Of Board:

   Total number of Directors:
   (a) Male	6
   (b) Female	1
   Composition:
   (i) Independent Directors	2
   (ii) Other Non-executive Directors	3
   (iii) Executive Directors	2

   Committees Of the Board: Audit Committee of the Board:

   Sr. #	Names of Directors
   1	Mr. Sheikh Muhammad Iqbal (Independent Director) - Chairman
   2	Mr. Aftab Ahmad Khan (Non-Executive Director)
   3	Mr. Mustaqeem Talish (Non-Executive Director)

   Sr. #	Names of Directors
   1	Mr. Sheikh Muhammad Iqbal (Independent Director) - Chairman
   2	Mian Hassan Mansha (Executive Director)
   3	Mr. Mustaqeem Talish (Non-Executive Director)

   Human Resource and Remuneration Committee:

   Nishat Chunian Power Limited 13

   
   
   Attendance Of Directors In The Board Of Directors Meetings:

   During the year under review, Seven Board of Directors Meetings were held, attendance position was as follows:

   Sr. #	Names of Directors	Attendance
   1	Mr. Farrukh Ifzal	7
   2	Mr. Ghazanfar Hussain Mirza	7
   3	Mian Hassan Mansha (Appointed on February 06, 2025)	1
   4	Mr. Aftab Ahmad Khan	3
   5	Ms. Leila Khan	6
   6	Mr. Sheikh Muhammad Iqbal	7
   7	Mr. Mustaqeem Talish	7
   8	Mr. Rehmat Naveed Elahi (Resigned on January 27, 2025)	3

   Attendance Of Members In Audit Committee Meetings:

   During the year under review, Four Audit Committee Meetings were held, attendance position was as follows:

   Sr. #	Names of Directors		Attendance
   1	Mr. Sheikh Muhammad Iqbal	(Member/Chairman)	4
   2	Mr. Aftab Ahmad Khan	(Member)	1
   3	Mr. Mustaqeem Talish	(Member)	4
   4	Mr. Rehmat Naveed Elahi (Member)	(Resigned on January 27, 2025)	2

   Attendance Of Members In HR&R Committee:

   During the year under review, One HR&R Committee Meeting was held, attendance position was as follows:

   Sr. #	Names of Directors		Attendance
   1	Mr. Sheikh Muhammad Iqbal	(Member/Chairman)	1
   2	Mian Hassan Mansha	(Member)	1
   3	Mr. Mustaqeem Talish	(Member)	1
   4	Mr. Rehmat Naveed Elahi	(Member) (Resigned on January 27, 2025)	1

   Director's Remuneration

   The company does not pay remuneration to its non-executive directors including independent directors except for meeting fees which are determined by the Board as per the Companies Act 2017 & the Listed Companies (Code of Corporate Governance) Regulations 2019 ("CCG").

   The aggregate amount of remuneration paid to executive and non-executive directors has been disclosed in note 30 of the annexed financial statements.

   Outlook and Strategy

   The operating environment for Independent Power Producers (IPPs) is expected to remain challenging due to lower capacity utilization and recent changes in agreements that have reduced tariff components. Despite this, management will continue to prioritize plant reliability, exercise prudent financial management, and actively seek new growth opportunities.

   In a key strategic move, the members and the Board has approved a substantial investment in NexGen, an Electric Vehicle (EV) manufacturer. This investment represents a significant step in the company's diversification strategy, aligning with global trends in clean mobility and sustainable energy. By entering the EV sector, the company aims to capitalize on an emerging market while also complementing its existing energy portfolio with initiatives that support environmental sustainability and responsible development.

   14 Nishat Chunian Power Limited

   
   
   

   Acknowledgement

   The Directors would take this opportunity to thank our valued shareholders who have trust in our Company and also like to express their deep appreciation for the services, loyalty, and efforts rendered by the employees of the Company and hope that they will continue to do so in the future.

   Chief Executive Officer Director

   Lahore: September 29, 2025

   Nishat Chunian Power Limited 15

   
   
   

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   Nishat Chunian Power Limited 17

   
   
   

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   20 Nishat Chunian Power Limited

   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   

   Nishat Chunian Power Limited 21

   
   
   

   Nishat Chunian Power Limited

   Gender pay gap statement under Circular No. 10 of 2024

   1. Mean Gender pay gap: 5% *

   2. Median Gender Pay gap: (94%) *

   3. Any other data/ details as deemed relevant -

      The Board is committed to formulate a gender diversity policy for recruitment, promotion, gender pay gap analysis, retention and development of female employees.

      The Board is focused on providing conducive working environment which includes but not limited to day care center, maternity leaves and anti harassment policies.

      Chief Executive Officer on behalf of Board of Directors of the Company

      Date: September 29, 2025

      22 Nishat Chunian Power Limited

      
      
      

      Financial Highlights

      Rupees in Millions

      2019/20

      2020/21

      2021/22

      2022/23

      2023/24

      2024/25

      Result of Operations Net Sales	13,023	11,643	25,416	18,221	15,215	5,566
      Gross Profit	6,756	3,770	3,558	5,058	4,888	2,157
      Operating Income	6,640	3,494	3,389	4,825	5,148	2,587
      Financial Charges	(2,034)	(984)	(884)	(868)	(228)	(15)
      Adjustments To Balance Payable By Cppa-G	-	-	-	-	-	(5713)
      Levy and Tax (Taxation) / Reversal	-	-	(1)	(1)	(8)	(235)
      Net Income	4,606	2,509	2,504	3,957	4,912	(3,376)
      Financial Position at Year-end: Capital	3,673	3,673	3,673	3,673	3,673	3,673
      Accumulated profit	15,292	17,802	20,305	20,589	25,501	14,044
      Capital reserve - overhauling reserve	-	-	-	-	-	5,509
      Net Worth	18,966	21,475	23,979	24,262	29,174	23,227
      Fixed Assets	10,572	9,857	9,461	9,479	9,120	8,587
      Long term Loan to employees						0
      Long Term Deposits & Advances	3	2	-	-	0	0
      Current Assets	20,376	23,237	26,621	18,308	22,866	15,745
      Total Assets	30,951	33,095	36,083	27,787	31,987	24,332
      Long Term Liabilities	729	17	-	-	-	-
      Current Liabilities	11,254	11,603	12,104	3,525	2,812	1,105
      Net Interest-Bearing Debt	10,993	10,072	10,869	975	123	750
      Per Share Net Income/(Loss)	12.54	6.83	6.82	10.77	13.37	(9.19)
      Cash Dividends	-	-	-	10.00	-	7
      Dividend payout ratio	0%	0%	0%	93%	0%	176%
      Financial Measures ROE	24.29%	11.68%	10.44%	16.31%	16.84%	(14.53%)
      Shareholders' Equity Ratio	61.28%	64.89%	66.46%	87.31%	91.21%	95.46%
      Net Debt Equity Ratio (times)	1	0	0	0	0	0
      Current Ratio	1.81	2.00	2.20	5.19	8.13	14.25
      Common Stock Number of Shares Outstanding at Year-End	367,346,939	367,346,939	367,346,939	367,346,939	367,346,939	367,346,939

      Nishat Chunian Power Limited 23

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

      Name of Company: Nishat Chunian Power Limited Year ended: June 30, 2025

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

      1. The total number of Directors are Seven (7) as per the following:

         1. Male: 6

         2. Female: 1

      2. The composition of the Board is as follows:

         Category	Names
         Independent Directors	Mr. Sheikh Muhammad Iqbal Ms. Leila Khan (Female Director)
         Non-Executive Directors	Mr. Aftab Ahmad Khan Mr. Mustaqeem Talish Mr. Ghazanfar Husain Mirza
         Executive Director	Mian Hassan Mansha Mr. Farrukh Ifzal (Chief Executive Officer)

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

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

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

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

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

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

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

         Names of Directors

         Mr. Farrukh Ifzal Mr. Ghazanfar Husain Mirza Ms. Leila Khan Mr. Aftab Ahmad Khan

         24 Nishat Chunian Power Limited

         
         
         

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

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

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

          1. Audit Committee

             Names	Designation held
             Mr. Sheikh Muhammad Iqbal	Chairman
             Mr. Mustaqeem Talish	Member
             Mr. Aftab Ahmad Khan	Member

          2. HR and Remuneration Committee

          Names	Designation held
          Mr. Sheikh Muhammad Iqbal	Chairman
          Mr. Mustaqeem Talish	Member
          Mian Hassan Mansha	Member

      13. The terms of reference of the aforesaid committees have been formed, documented and advised to the committee for compliance;

      14. The frequency of meetings (quarterly / half yearly / yearly) of the committee were as per following:

          1. Audit Committee

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

          2. HR and Remuneration Committee

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

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

      16. The statutory auditors of the company have confirmed that they have been given a satisfactory rating under the Quality Control Review program of the Institute of Chartered Accountants of Pakistan and registered with Audit Oversight Board of Pakistan, that they and all their partners are in compliance with International Federation of Accountants (IFAC) guidelines on code of ethics as adopted by the Institute of Chartered Accountants of Pakistan and that they and the partners of the firm involved in the audit are not a close relative (spouse, parent, dependent and non-dependent children) of the Chief Executive Officer, Chief Financial Officer, Head of Internal Audit, Company Secretary or Director of the company;

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

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

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

          Nishat Chunian Power Limited 25

          
          
          

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

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

Mr. Ghazanfar Husain Mirza

Chairman

29 September 2025 Lahore

26 Nishat Chunian Power Limited

To the Members of Nishat Chunian Power Limited

We have reviewed the enclosed Statement of Compliance with the Listed Companies (Code of Corporate Governance) Regulations, 2019 (the Regulations) prepared by the Board of Directors of Nishat Chunian Power Limited (the Company) for the year ended 30 June 2025 in accordance with the requirements of regulation 36 of the Regulations.

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

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

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

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

Chartered Accountants Lahore

Date: 30 September 2025

UDIN: CR202510132dpXbRKGNB

Nishat Chunian Power Limited 27