Transmission of Annual Financial Statements for the Year Ended 30-09-2025

ANNUAL REPORT

2025

Sustainable Growth

N&N

GROLIP OF COMPANIES

Table of Contents

Particular Page No.

Corporate Information 2

Mission Statement 3

Company Profile 4

Directors' Profiles 6

Organizational Structure 11

Credit Rating 12

CSR Initiative 13

Notice of Annual General Meeting 15

Chairman's Review 17

Directors' Report to the Members 18

Six years' review at a glance 25

Financial Highlights 26

Horizontal Analysis of Statement of Profit or Loss 31

Vertical Analysis of Financial Statement 33

Statement of Compliance of Listed Companies 34

Independent Auditor's Review Report 36

Auditors' Report to The Members 37

Statement of Financial Position 42

Statement of Profit or Loss and Other Comprehensive Income 44

Statement of Cash Flows 45

Statement of Changes in Equity 46

Notes to the Financial Statements 47

Pattern of Shareholding 82

Video Link Facility Form 86

Form of Proxy - Urdu 87

Form of Proxy -English 88

Notice of AGM - Urdu 92

Directors' Report - Urdu 100

Jama Punji 101

Registered Office 66-67-A, Garden Block, New Garden Town, Lahore.

Tel. (042) 35831462-3,

E-mail: noonshr@brain.net.pk, noonshr66@gmail.com

Shares Registrar Corplink (Pvt.) Limited

Wings Arcade, 1-K Commercial,Model Town, Lahore. Tel. # (042) 35839182, 35916714, 35916719

Fax # (042) 35869037, E-mail: shares@corplink.com.pk Website: https://www.corplink.com.pk

Mills Bhalwal, District Sargodha.

Website https://www.noonsugar.com

2 | Noon Sugar Mills Limited

Mission Statement

"Noon Sugar Mills Limited is committed to continue its sustained efforts towards optimizing its resources through updated technology, staff motivation and good corporate governance so as to InshaAllah maintain its tradition of high yield and handsome returns to its shareholders on their investment in the Company."

Annual Report 2025 | 3

Company Profile

Noon Sugar Mills Limited is reputed as one of Pakistan's oldest and the most valued business entities with a vision that transcends geographical as well as corporate boundaries. Since inception, the business practices of NSML have been governed by principles of integrity, honesty, fair dealing and compliance with all applicable laws. NSML Directors and Employees have upheld the rich traditions of adhering to the laws of the land, demonstrating a steadfast commitment to protecting the interests of shareholders and promoting environmental sustainability.

The Company was incorporated in 1964 as a public company listed on all the Stock Exchanges of Pakistan for setting up of a plant for manufacture of white sugar, in the province of Punjab. The plant went into production in 1966 with a daily crushing capacity of 1,500 TCD of sugar cane, a capacity that was increased to 4,000 TCD in 2002 and later expanded to 12,000 TCD in 2006 after further extensions. In the fiscal year 2022-23 our crushing capacity was regularized to 19,000 TCD, with the ongoing in-house plant modernizations we aim to reach this crushing capacity in coming years, Inshallah.

An Ethanol Distillery Division of French origin was established in 1986 with a production capacity of 50,000 litres/day of industrial-grade ethanol. In 2002, another facility, incorporating Brazilian-based technology, was added, boasting a production capacity of 30,000 litres/day of industrial-grade ethanol. Subsequently, in 2005, a new fuel-grade ethanol plant with a capacity of 100,000 litres/day, based on Molecular Sieve technology was added. To further enhance our production, a new plant with a capacity of 50,000 liters/day was added in 2017-18. This expansion significantly increased our rectified production capacity from 80,000 liters to 130,000 liters per day.

An Effluent Treatment Plant, employing Canadian UEM Bio-Gas digesters technology, has been operational since 1997. This facility utilizes bio-degradable wastewater as a renewable source of energy, replacing 70% of fuel oil/natural gas for the generation of process steam and electricity. This initiative underscores the company's commitment to fulfilling its environmental obligations and reducing our environmental footprint.

Sugar Plant

• The company was formed in 1964, and the plant was commissioned in 1966-67 in Bhalwal, Distt. Sargodha, Punjab, Pakistan.

• The original plant capacity of 1500 Tons Crushing/Day was increased to 2,500 Tons Crushing/Day in 1972.

• In 1991, there was a change of process from Double Carbonation Double Sulphitation (DCDS - direct consumption sugar) to Defection Remelt Phosphatation Process (DRP - Refined Sugar), and the plant was balanced at 3500 Tons Crushing/Day.

• To improve both efficiency and milling capacity, a replacement of the 3-roller mill with a 5-roller mill was undertaken in 1994-95, achieving 4000 Tons Crushing/Day.

• The plant underwent through further enhancements in 2006-07 to increase its processing capacity to 12,000 Tons per Day.

• In the fiscal year 2022-23, the our crushing capacity was regularized to 19,000 Tons per Day, with subsequent modifications and modernization we aim to reach this crushing capacity in coming years.

• The Sugar division holds ISO 9001:2015 certification from SGS, FSSC 22000 certification from Bureau Veritas, and International Halal Certification.

  Distillery Plant

• The distillery plant was installed and commissioned during 1985-86.

• Initially, it had the capacity to produce 50,000 Liters per day of industrial-grade ethanol.

• In 1998-99, an Effluent Treatment Plant was installed to treat distillery plant waste and produce energy from Bio-gas.

• A new plant with a production capacity of 30,000 Liters per day was added during 2002-03.

• In 2004-05, an Anhydrous Ethyl Ethanol Plant with a daily capacity of 100,000 Liters of fuel-grade Ethanol was installed to produce fuel-grade ethanol.

• Another plant with a capacity of 50,000 Liters per day was added during 2017-2018.

• The total cumulative production capacity of the distillery plant is now 130,000 Liters per day.

• The ongoing in-house plant modernization process we aims to achieve a daily capacity of up to 140,000 liters.

• The distillery division has been ISO certified since 1998 and currently holds ISO 9001:2015 certification from United Registrar of Systems

MR. K. IQBAL TALIB

Chairman / Non-Executive Director

Mr. K. Iqbal Talib after having relinquished his executive responsibilities has been elected as Chairman of the Board. Iqbal Talib is a Post-Graduate in Chemistry (MSc) from Aligarh Muslim University and attended Post-Graduate course in process technology at Begg Sutherland & Co., a subsidiary of BIC. He has over 50 years of technical and managerial experience in sugar industry. He joined Noon Group in managerial position in 1973 and is a member of the Board since 1977. Iqbal Talib has been President of Pakistan Society of Sugar Technologists and Chairman of Pakistan Ethanol Manufacturers Association apart from being on the Board of various other companies of the Noon Group.

LT COL (R)

ABDUL KHALIQ KHAN

Chief Executive Officer

Mr. Abdul Khaliq Khan has been a valuable member of the Noon Sugar Mills Limited Board since March 2014, serving as Chief Executive Officer since April 2018. His steadfast commitment and leadership continue to contribute significantly to the organization. Joining the Noon Group in 2001, he ascended to key positions, showcasing his dedication and expertise. A graduate of the Pakistan Military Academy Kakul, he also holds a Master's Degree in International Relations. Commissioned into the Pakistan Army in 1975, he dedicated 26 years to various Command and Staff appointments, garnering extensive experience. Actively participated in numerous courses, seminars, training programs, and workshops, he remains committed to continuous learning. His expertise spans operational, administrative, and human resource management, along with a profound understanding of assessment and evaluation systems.

SAIF ULLAH KHAN NOON

Executive Director

Mr. Saif Ullah Khan Noon is a young and energetic member of the Noon Family, the son of the renowned businessman Malik Adnan Hayat Noon. He completed his schooling at Millfield Boarding School, UK, and successfully earned his B.Sc. (Hons) degree in International Business Management from The Royal Agricultural University, Gloucestershire, England. A well-groomed and disciplined young professional, he carries forward the great legacy of the Noon Family. His presence on the Board is a valuable addition, signifying the Noon Family's commitment to the continuous growth and prosperity of the Noon Group of Companies.

Mr. Irfan Ahmed

Non-Executive Director

Mr. Irfan Ahmed, graduated from National University of Sciences & Technology (NUST) with a Bachelor of Engineering degree in Mechanical. He completed his Master of Business Administration specializing in Marketing from IBA, Punjab University. He has attended a number of leadership and management courses. A commercially astute professional with over

17 years of robust understanding of sales, marketing and organizational restructuring, Irfan has successfully strategy building abilities and effective execution methods to achieve sales and profitability targets.

SYED ALI RAZA

Non- Executive / Independent Director

Syed Ali Raza is a member of the Noon Sugar Mills Board as a certified Independent Director. He is also the Chairman of Human Resource Committee of the Board and Member of the Audit Committee of the Board of Noon Sugar Mills Limited. He is a renowned lawyer and rule of law expert from Pakistan. He is a Fisher Family Fellow from the Stanford University, USA, and is also a Legislative Fellow of the US State Department.

He holds LL.M. in International and Comparative Laws from the National University of Singapore. He is one of the partners at Common Law Chambers which is one of the leading firms of Pakistan that offer legal and policy solutions to clients from both the public and private sector.

Mr. Atta Ali Malik

Non- Executive / Independent Director

Mr. Atta Ali Malik, is a financial expert and serial entrepreneur. He currently serves as a Partner at Chaudhary Malik & Co. (Financial Advisory Firm), a Partner at Athena Consultancy Services, U.A.E. and Director Strategic Advisory at Intellectual Bunch Ltd, UK.

Ali served as faculty at various institutions, including Govt. College University, Lahore, Accounts and Audit Training Institute (Govt. of Pakistan), Lahore, and Management and Professional Development Department, Govt. of Punjab. He also taught as adjunct faculty at Boston University Questrom School of Management.

Ali has an MBA from Boston University, where he was a Dean's Scholar and is a Beta Gamma Sigma alumni. He also holds an MS in Computer Science from Lahore School of Management Sciences and a B.Sc. in Civil Engineering from the University of Engineering & Technology, Lahore.

Ms. Maryam Mamdot

Non- Executive / Independent Director

Ms. Maryam Mamdot is a Barrister-at-Law and an Advocate of the High Courts. She has over 14 years of experience managing contentious and non-contentious corporate and commercial matters in Pakistan. Her practice has comprised general advice, opinions, drafting and negotiating contracts, joint ventures, due-diligence, structuring and leading complex and high value transactions and dispute resolution including international arbitration. Her practice areas include oil and gas, power generation, environment, employment and labour, private international law, construction, real property, foreign investment, capital markets and securities, public and private sector projects. Maryam obtained her LLB (with Honors) from the University of Warwick, UK. She was called to the Bar by the Honourable Society of Lincoln's Inn, UK.

Syed Adeel Ahmed

Chief Operating Officer

Syed Adeel Ahmed is an accomplished senior executive with over 26 years of experience. He assumed the role of Chief Operating Officer at Noon Sugar Mills in July 2023, bringing with him a wealth of expertise at leadership roles in local and multinational conglomerates, including Dawlance, Dawood Lawrencepur Textile, Kansai Paint Japan, Alghurair LLC Dubai, Sharif Group and Diamond Group of Industry. With an Executive MBA from LUMS and Chartered Management Accountant having 26 years of post qualification experience. His diverse experience spans Corporate Entrepreneurship, Management, Accounting & Finance, Audit, IT & ERP Automation and Agricultural Development, particularly related to sugarcane. He has achieved significant milestones in the Sugar Sector including managing a Sugar Mill, setting up an Ethanol Distillery plant, and overseeing a 62MW bagasse-based Power Plant. He has served as the Chairman of the Sugar Advisory Board at the ICMAP. His leadership is poised to drive Noon Sugar Mills toward continued growth and success.

Syed Anees Hassan

Chief Financial Officer

Syed Anees Hassan (FCA) was appointed Chief Financial Officer of Noon Sugar Mills Limited, effective December 1, 2025. A Fellow of the Institute of Chartered Accountants of Pakistan, he brings over nineteen years of diverse leadership experience across sectors, including cement, sugar, steel, FMCG, and energy.

He possesses deep expertise in financial management, corporate strategy, treasury, and business transformation, with experience engaging international financial institutions. Mr. Anees began his career at Ernst & Young and has held pivotal senior roles, most recently as Chief Strategy Officer at Mahmood Group. Previously, as Group Financial Controller for Almoiz Industries and Assistant General Manager at DG Khan Cement. He led large teams and managed substantial portfolios. His key achievements include driving financial closures for major projects, modernizing treasury frameworks, and leading strategic planning and M&A evaluations.

Recognized for his strategic foresight and ethical leadership, Mr. Anees is well-positioned to lead NSML's financial transformation and enhance sustainable value creation.

Nasir Iqbal Ansari

Company Secretary

Nasir Iqbal Ansari holds a Master's degree in Political Science from the University of the Punjab and an LL.B from Islamia University of Bahawalpur. Mr. Nasir possesses extensive expertise in corporate law and governance. Since May 1995, he has been overseeing the secretarial functions and responsibilities for various industries and trading companies within the renowned Noon Group of Companies, including a distinguished tenure as Deputy Company Secretary and Advisor at Fauji Foods Limited.

He currently holds the position of Group Company Secretary for a portfolio of public and private limited companies within the Noon Group

In addition, Nasir has authored over 200 scholarly articles on company affairs, agribusiness, education, politics, social welfare, tourism, and national prosperity.

Noon Sugar Mills Limited

NSML /HR/25/01/1

Board of Directors

Board Committees

Chief Executive Officer

Company Secretary

Technical Committee

HR & R

Committee

Audit Committee

Chief Operating Officer

Head of Internal Audit

Annual Report 2025 | 11

Chief Financial Officer

General Manager Site

GM

Finance

DGM

Accounts & Finance

DGM

Taxation

Head of MIS

DGM

Commercial

Head of HR

GM

Mechanical

GM CANE

DGM

Electrical & Instrumentation

DGM

Production

DGM

Administration

GM

Distillery

Noon Sugar Mills Limited

CREDIT RATING REPORT | APR-25

Rating History

About the Entity

Noon Sugar Mills Limited is primary engaged in the manufacturing and sale of white reifned sugar and ethanol exports. The Company has the approved capacity to crush 19,000 tons of sugarcane and can produce 130,000 liters of ethanol per day. Total sugar production during MY24's crushing season stood at 73,597MT with a sugar recovery rate of 10.30%. Majority of the shareholding lies with the Noon family, who holds a 71% stake in the Company. The family holds ~36.33% directly through Ms. Tahia Noon, 23.66% through Mr. Adnan, and 11.25% through Mr. Taimur Hayat Noon. Whereas, ~5% is held indirectly through Noon Industries limited, an associated company. The remaining shareholding is split between public institutions and the general public. The Company's Board is chaired by Mr. K. Iqbal Talib, whereas, Lt. Col. (R) Abdul Khaliq Khan heads the Company as the CEO. He is aided by a team of experienced professionals.

REPORT CONTENTS

1. Rating Analysis

2. Financial Summary

3. Rating Scale

4. Regulatory Disclosure

METHODOLOGY

Rating Rationale

The ratings of Noon Sugar Mills (Pvt.) Limited ("NSML" or "the Company") serves as a testament to its prudent ifnancial management and strategic growth initiatives. The Company is an established player in Pakistan's ethanol and sugar industry, coupled with the export-driven dynamics inherent to the ethanol industry. The company's ratings are underpinned by the robust foundation of the experienced leadership of its management team. The market risk the Company faces includes lfuctuations in sugarcane yields and quality, inlfuenced by agronomic conditions and cyclical variations in crop production. Additionally, raw material price volatility further accentuates operational uncertainty, necessitating adept supply chain and cost management. Global ethanol prices have remained demoted, driven by economic uncertainties on a global scale, which ultimately stress the proiftability matrix. The effect of falling international ethanol prices was further exacerbated by the dollar exchange rate. The Company also faced economic and operational challenges, including the complexities arising from the contrast between market-driven sugarcane prices and government-regulated rates. With the government's shift to the deregulated pricing of sugarcane, the cost of goods sold is expected to decline moving forward, as prices are determined by market forces rather than ifxed regulations. This transition to a market-driven pricing model will likely lead to more competitive pricing, encouraging efifciency and cost reduction across industries. NSML achieved a 22% growth in revenue, with 81% of its topline driven by the sugar division, relfecting strong demand and market presence. However, proiftability remained under pressure, as the gross proift margin declined due to the rising cost of raw materials, which impacted overall cost efifciency. Additionally, the Company's net proift margins contracted, largely due to higher ifnance costs stemming from increased borrowings. This rise in ifnance cost also led to a deterioration in debt coverage ratios, making it more challenging for the management. The Company has strayed current on all its obligations and the management is projecting a better year. Moreover, the working capital cycle worsened, indicating inefifciencies in managing receivables, payables, and inventory. Despite these ifnancial challenges, the Company continues to beneift from a strong governance framework, which serves as a positive factor in maintaining operational discipline and longterm sustainability.

Key Rating Drivers

The ratings are dependent on sustaining business margins, while maintaining stable ifnancial risk proifle. Any deterioration to revenue, margins, and/or cashlfows will impact the ratings negatively. Meanwhile, improvement in capital structure will beneift the ratings.

Methodology | Rating Modiifers | Apr-24 Methodology | Correlation Between Long-term & Short-term Rating Scales | Jul-24

Methodology | Corporate Rating | Jul-24

RELATED RESEARCH

Sector Study | Sugar | Aug-24

RATING ANALYST

Muhammad Atif Chaudhry Atif.Chaudhry@pacra.com

+92-42-35869504

https://www.pacra.com

Noon Sugar Mills Limited

CSR Vision & Commitment

Noon Sugar Mills Limited (NSML) is committed to inclusive growth, social responsibility, and sustainable development. Guided by an approved CSR policy, NSML integrates social, environmental, and ethical considerations into its operations to create long-term shared value for employees, communities, growers, and other stakeholders.

NSML's CSR approach focuses on healthcare, education, environmental sustainability, rural uplift, farmer empowerment, and employee well-being, reinforcing its role as a responsible corporate citizen.

Strategic CSR Framework

NSML's CSR framework is embedded within its business strategy and governance structure. The framework supports: Sustainable economic performance Legal and regulatory compliance Ethical business practices Philanthropic and community engagement Environmental stewardship

This integrated approach ensures that CSR initiatives are impactful, measurable, and aligned with community development priorities.

Community Development & Social Welfare

NSML undertakes a range of community-focused initiatives aimed at improving quality of life and fostering sustainable development. Key areas include: Provision of free healthcare services through dispensaries for underprivileged communities Access to clean drinking water and basic infrastructure support Vocational training and skill development programs Educational scholarships for deserving students

In addition, the Company operates a Fair Price Shop providing essential commodities at subsidized rates and offering credit facilities to employees.

Education & Capacity Development

Education remains a core pillar of NSML's CSR strategy. The Company has established a non-profit Model High School to promote access to quality education in surrounding communities. Scholarships are awarded to high-performing employees' children, and financial assistance is provided to employees seeking to enhance their educational qualifications.

NSML also promotes industry-academia collaboration by offering internships, apprenticeships, and practical training opportunities to students from educational and vocational institutions, many of whom transition into permanent employment.

Employee Welfare & Industrial Relations

NSML places strong emphasis on employee welfare, workplace safety, and work-life balance. Initiatives include structured reward and recognition programs, cultural and religious activities, and a company-sponsored Umr

Scheme awarded through transparent selection.

The Company maintains strong industrial relations based on fairness, transparency, and respect for employee rights, including recognition of the Collective Bargaining Agent (CBA). In recognition of these efforts, NSML's Trade Union was awarded the "Best Trade Union" by the Minister of Labor and Human Resources, Punjab.

NSML also adheres to government regulations regarding the employment of persons with disabilities, ensuring inclusivity and equal opportunity.

Women & Community Empowerment

NSML actively supports women and girls' empowerment through skill-building and creative initiatives. Programs include summer camps focused on cooking, tailoring, grooming, and home economics, along with art and crafts classes led by experienced instructors. These initiatives promote confidence, self-reliance, and social inclusion.

Environmental Sustainability & Green Energy

Environmental responsibility is integral to NSML's operations. The Company conducts regular tree plantation drives and maintains in-house nurseries and organic farming initiatives.

NSML has invested in renewable energy through solar power installations, contributing to reduced carbon emissions while providing free electricity to workers quarters, thereby combining environmental stewardship with social impact.

Rural Development & Farmer Support

NSML plays a pivotal role in rural uplift and agricultural sustainability. Through its Sugarcane Development Program, the Company provides growers with: Financial support for agricultural inputs, including improved seed varieties Technical training on modern farming and plantation practices

The Kisan Baithak initiative serves as a structured platform for farmer engagement, knowledge sharing, and trust-building within the grower community.

Farmers Digital Engagement Programs - Kisan Agahi

NSML has developed a comprehensive digital and on-ground farmer engagement ecosystem aligned with its core philosophy, "Kisan ka Etimaad." Digital platforms act as an extension of field operations, delivering structured guidance on land preparation, approved varieties, crop management, pest control, balanced fertilization, and harvesting best practices.

Training is delivered through short educational videos, recorded field demonstrations, monthly crop updates, and farmer success stories, strengthening transparency, productivity, and long-term grower relationships.

Notice Of Annual General Meeting

Noon Sugar Mills Limited

Registered Office: 66-67-A, Garden Block, New Garden Town, Lahore.

Notice is hereby given that the 63rd Annual General Meeting of Noon Sugar Mills Limited will be held on Tuesday, January 27, 2026, at 11:30 a.m. at 66-67-A, Garden Block, New Garden Town, Lahore, to transact the following business:

1. To confirm the minutes of the Annual General Meeting held on January 27, 2025.

2. To receive, consider, and adopt the audited accounts for the year ended on September 30, 2025, and the reports of the directors and auditors thereon.

3. To approve payment of Dividend. The Board has recommended a cash dividend @ Rs. 4.00 per share (40 %).

4. To appoint auditors for the year ending on September 30, 2026, and to fix their remuneration.

5. To transact any other business as may be placed before the meeting with the permission of the Chairman.

The Share Transfer Books of the Company will remain closed from January 21, 2026, to January 27, 2026 (both days inclusive) for holding the Annual General Meeting and to determine the entitlement to the dividend. Requests for transfer of physical shares received by the Company's Share Registrar, Corplink (Pvt.) Ltd., Wings Arcade, 1-K Commercial, Model Town, Lahore, up to the close of business on January 20, 2026, shall entitle the transferees to receive the aforesaid dividend.

NOTES:

1. Participation in the AGM through proxys:

   A member eligible to attend and vote at this meeting may appoint another member as his/her proxy to attend, speak, and vote on his/ her behalf. Proxies in order to be effective must be received by the Company at the registered office, duly stamped and signed, not later than forty-eight (48) hours before the time for holding the meeting. A member cannot appoint more than one proxy. An attested copy of CNIC must be attached to the proxy form.

2. CDC account holders are required to follow under mentioned guidelines laid down by Securities and Exchange Commission of Pakistan:

   1. For attending the meeting:

      1. In the case of individuals, the account holder or sub-account holder shall authenticate his/her identity by showing his / her original national identity card or original passport at the time of attending the meeting.

      2. In the case of a corporate entity, the Board of Directors' resolution/power of attorney with the specimen signature of the nominee shall be produced at the time of the meeting.

   2. For appointing proxies:

      1. In the case of individuals, the account holder or sub-account holder shall submit the proxy form as per the above requirement.

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

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

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

      5. In the case of corporate entity, the Board of Directors' resolution/power of attorney with specimen signature shall be submitted to the Company along with proxy form.

3. Facility of a video link for participation in the AGM:

   Under the provisions of Section 132(2) of the Companies Act 2017, the shareholders residing in other cities and holding at least ten percent of the total paid-up capital may demand that the company provide the facility of a video link for participation in meetings. The demand for a video link facility shall be received at the address of the Share Registrar given herein below at least seven days before the date of the meeting. The prescribed form for consent is enclosed in the Annual Report.

4. Right to demand a poll:

   Members can exercise their right to demand a poll subject to meeting the requirements of Sections 143 to 145 of the Companies Act, 2017, and applicable clauses of the Companies (Postal Ballot) Regulations, 2018.

5. Payment of Cash Dividend Electronically:

   Under the provisions of Section 242 of the Companies Act, 2017, and Circular No.18/2017, it is mandatory for a listed Company to pay cash dividend to its shareholders only through electronic mode directly into the bank account designated by the entitled shareholders. Accordingly, shareholders are advised to send their respective International Bank Account Number (IBAN) details as per the form attached, enabling the Company to credit their cash dividends directly into their respective bank accounts.

6. Withholding Tax on Dividend:

   According to clarification by FBR, withholding tax will be deducted separately on 'Filer' and 'Non-Filer' status of Principal shareholder as well as joint holder(s) based on their shareholding proportions. In light of the above, kindly arrange to provide us shareholding proportions of yourself as the principal shareholder and your joint

   holder(s) in respect of ordinary shares held, enabling us to compute withholding tax on each shareholder accordingly. Additionally, shareholders are informed that the rates of deduction of income tax from dividend payments under section 150 of the Income Tax Ordinance 2001 are as follows:

   1. Filer of income tax returns 15 %

   2. Non-filer of income tax returns 30 %

      Failure to submit the required information will result in the Company classifying the shareholder as a non-filer, which subjects them to a higher withholding tax rate.

7. Unclaimed Shares and Dividend:

   As per Section 244 of the Companies Act, any shares issued, or dividend declared by the Company that remained unclaimed and/ or unpaid for a period of three (03) years from the due date are required to be deposited with Securities and Exchange Commission of Pakistan for credit of Federal Government after issuance of notices to the Shareholders to file their claim. Shareholders are requested to ensure that their claims for unclaimed dividends and shares are lodged promptly.

8. Availability of Annual Report:

   The audited financial statements of the Company for the year ended September 30, 2025, are being made available on the Company's website, which can be downloaded from the following weblink and/ or QR-enabled code:

   https://noonsugar.net/financial-reports

   
   
   

9. Conversion of Physical Shares into Book-Entry Form (i.e. CDC Account):

   Section 72 of the Companies Act, 2017 requires every company to replace its physical shares with book-entry form within the period to be notified by the SECP. The shareholders having physical shareholding are accordingly encouraged to open their account with Investor Account Services of CDC or Sub-account with any of the brokers and convert their physical shares into scripless (electronic) form.

10. Notify any change in Registered Address:

    The members having physical shares are advised to inform any change in their registered address, and the shareholders who have not yet submitted photocopies of their CNIC are requested to send the same at the earliest to the Company's Share Registrar i.e., "Corplink (Pvt.) Ltd, Wings Arcade, 1-K Commercial, Model Town, Lahore".

11. Prohibition on Grant of Gifts to Shareholders:

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

By order of the Board

NASIR IQBAL ANSARI

Company Secretary Lahore: December 24, 2025

Chairman's Review

Dear Shareholders,

Welcome to this review of our Company's journey, a year where strategic execution and collective effort delivered a decisive turnaround and strengthened our foundation for the future.

The improved profitability for the year ended September 30, 2025, resulted from our management and technical teams executing a strategic modernization program. This centered on transforming our Sugar Division through a completed BMR program, where a new boiler and upgraded turbo-generator enhanced the core infrastructure. The resulting operational consistency improved cost control, energy efficiency, cane milling, and production to reduce process losses for a consistent sucrose recovery. Furthermore, enhanced price realizations in the sugar market allowed the Company to fully capitalize on this marked operational achievement, directly contributing to the strong profit achievement.

The financial outcome of this significant operational improvement was clear and decisive. The Company's earnings reflect a dramatic recovery, with earnings per share reaching Rs. 40.62 for the current financial year, a substantial reversal from a loss of Rs. -37.50 per share in the corresponding period last year.

In essence, the synchronized efforts across our organization have created a powerful cycle of improvement through strategic operational investment to reach a rewarding operational milestone, which, supported by favorable market dynamics, has delivered outstanding financial performance. We are confident that this strong foundation will argument a sustainable profitability of your company in the future.

With strategic guidance and vigilant oversight, the Board continues to steer the Company through current challenges. We have actively promoted a culture of accountability, innovation, and collaboration, which has empowered management to achieve greater operational efficiency, stricter financial discipline, and meaningful progress in sustainability. This decisive approach has turned immediate challenges into opportunities, strengthening our resolve for a long-term mission of success and resilience.

However, the broader industry landscape in Pakistan remains complex, characterized by volatile market dynamics and rising competition in both the sugar and ethanol sectors. In this challenging environment, the Board and management are unwavering in our focus. We will navigate the uncertainties ahead through operational improvement, rigorous cost optimization, and a relentless pursuit of value creation for all stakeholders.

As we prepare for the new crushing season, we move forward with the unity and determination of our motivated and vigilant team. We are fortified by our collective expertise, the enduring support of our shareholders and employees, to further optimize the profitability of the company, Insha'Allah.

K. IQBAL TALIB

Chairman

Directors Report to the Members

Dear members,

The Directors of Noon Sugar Mills Limited are pleased to present the 63rd annual report along with Audited Financial Statements of the Company and the Auditors' Report thereon, for the year ended September 30, 2025.

Financial Performance:

Your company has posted an after-tax profit of Rs. 654 million in the reporting year, as compared to a loss of Rs. 619 million in the corresponding period of the last year. Net sales were Rs. 11,744 million in the current year against the net sales of Rs. 11,326 million in the last year. Earnings per share for the current financial year were Rs. 40.62, a significant improvement from a loss of Rs. 37.50 per share during the same period last year.

Notwithstanding the continued Government interventions and controls on sugar prices, which limited the industry's ability to fully pass on rising costs, the Company benefited from relatively stronger sugar market prices during the year. This, combined with enhanced operational efficiency and more stable plant performance achieved following the BMR, resulted in a meaningful improvement in revenue and overall profitability, despite a challenging operating environment. These positive market conditions helped counterbalance the inflationary and financial cost pressures, enabling the Company to close the year with improved earnings, as reflected in the results outlined below:

Rupees in million

Operational Performance:

The operational performance of Sugar segment for the year under review along with comparative statistics of last year are tabulated below:

Improved earnings are the combined result of enhanced operational efficiency within our sugar division and more favorable sugar prices in the market. Operationally, the successful completion of our BMR program was fundamental. The installation of a new high-capacity boiler and an upgraded turbine significantly strengthened the mill's steam-generation and power-management capabilities, ensuring smoother, more reliable operations throughout the crushing season. This allowed for consistent production with stable sucrose recovery rates, though at a level slightly below the previous year.

While the prior year saw higher volumes, this year's gains in steam efficiency and plant stability contributed substantially to cost control and optimized energy usage. The resulting operational resilience improved our process flow and output consistency. Crucially, this strengthened operational platform enabled the Company to fully capitalize on the period's improved sugar price realizations. The synergy between internal efficiency gains and external market conditions directly drove the positive impact on our earnings.

For the reviewed crushing season, the Government of Punjab adopted a market-oriented approach by not announcing a minimum sugarcane support price-a significant policy shift from the prior year. This deregulation incentivized growers to prioritize high-quality cane, fostering a more market-driven and collaborative relationship with millers. Although the year was characterized by the coexistence of multiple pricing regimes, including a maintained fixed ex-mill price for sugar, the overall flexibility improved price discovery for the industry. Compared to the previous season, this policy environment provided much-needed breathing space, supporting greater operational stability and enhanced market confidence.

The improved returns are expected to drive greater interest in sugarcane cultivation, which could expand the farming area in the coming seasons.

The operational performance of the Distillery segment for the year under review, with comparative statistics of last year are tabulated below:

The distillery segment faced significant margin compression during the year under review, primarily due to challenging procurement conditions for its key raw material. The comparatively shorter sugarcane crushing season constrained molasses supply, prompting sugar mills to command elevated prices that were often uneconomical. This sharp increase in input costs coincided with persistently subdued ethanol prices in international markets, creating a pronounced profitability squeeze. Compounded by broader inflationary pressures on other operational inputs, this adverse cost-revenue dynamic significantly pressured the segment's earnings. Consequently, operations were strategically maintained at a reduced capacity to mitigate losses and preserve value.

Future Outlook:

The current crushing season commenced on November 14, 2025. Early assessments based on crop and sector reports indicate a projected increase in sugarcane production across Punjab and at the national level for the 2025-26 cycle compared to 2024-25. This anticipated improvement in crop availability is expected to support moderately better crushing volumes for mills relative to the constrained prior season.

In a continuation of the previous year's policy, the Government of Punjab has again not set a minimum support price for sugarcane, sustaining a market-driven pricing framework. The Government's consistent approach has afforded the industry greater operational flexibility and helped stabilize the procurement environment, mitigating the severe disruptions of past seasons. However, an element of ongoing policy risk remains due to occasional administrative interventions, such as fixed ex-mill sugar prices or other market measures, coupled with increased regulatory oversight of mill operations. These factors can affect short-term pricing dynamics and cash flow predictability.

Looking ahead, the operating environment for Pakistan's distillery segment is expected to remain challenging. The sector will likely continue to experience margin pressure stemming from several concurrent factors: elevated and volatile molasses procurement costs, constrained availability of molasses due to shorter crushing seasons, subdued international ethanol prices, currency devaluation, and broad inflationary pressure on key inputs.

While these headwinds may constrain short-term production volumes and profitability, the segment can work to stabilize its performance through deliberate strategies. These include the strategic sourcing and procurement of molasses, enhanced operational efficiency within distilleries, and potential diversification of product offerings. Navigating this landscape will require rigorous cost management and the implementation of responsive, market-driven pricing mechanisms to protect cash flows and sustain operational resilience in the coming seasons.

Our strategic sugarcane development plan, designed to secure a consistent supply of high-quality cane for early crushing and enhanced sugar recovery, has been successfully implemented with significant milestones achieved. Execution of this multi-pronged program has driven a 16% expansion in our cultivation area to 24,666 acres and the near-complete achievement of our 8,000-acre target for early-maturing, high-recovery varieties. This foundation is strengthened by modern agronomic interventions-including soil health analysis, specialized equipment distribution, and subsoil improvement-alongside robust farmer support. A dedicated Development Wing, incorporating sustainable solar solutions, provide critical technical and financial assistance. Complementing this, our digital outreach and integrated pest management systems ensure effective guidance and monitoring. Collectively, these executed initiatives are poised to enhance mill productivity, increase crushing rates, and improve sucrose recovery, directly contributing to stronger operational and financial performance in the upcoming season.

We're committed to making our business sustainable and responsible. Our approach to Environmental, Social, and Governance (ESG) issues is central to our strategy. We're focused on reducing our environmental impact, promoting social responsibility, and maintaining strong governance practices.

Some of our initiatives include:

• Using renewable energy sources, like bagasse-based boilers and solar power, to meet over 85% of our energy needs

• Implementing sustainable practices to reduce our reliance on fossil fuels and contribute to our long-term ESG goals

We are proud of our progress and will continue to prioritize sustainability and stakeholder value. Our ESG agenda is driving exciting projects that support the sustainability of business and industries in Pakistan.

Related parties transactions are being carried out on arm's length basis. A complete list of all related party transactions is compiled and submitted to the Audit Committee at every quarter. The internal audit function ensures that all Related Party transactions are done on an arm's length basis. After review by the audit committee the transactions are placed before the Board for their consideration and approval.

During the year, the Company has carried out transactions with its related parties. Details of these transactions are disclosed in Note 38 to the attached financial statements

Noon Sugar Mills Limited (NSML) is committed to playing an active role in supporting and working for sustainable community and social development. Corporate Social Responsibility (CSR) is integrated into its core values and is an integral part of the Company's overall mission.

Following are a few ongoing initiatives taken by NSML to fulfill its corporate social responsibilities:

1. Your company is providing quality education by establishing and running a college and a modern English medium Model High School in the Employees Housing Colony of NSML, to benefit its employees' children and families living in the Mill's vicinity. The employees' children are also encouraged to pursue higher education by grant of scholarships starting from matriculation upwards every year.

2. NSML is running a fair-price shop in the housing colony for the provision of household items at subsidized rates.

3. It also run a free dispensary in Bhalwal for the past 32 years and provides free medicines to the poor patients of adjoining housing colonies.

   Compliance with the Code of Corporate Governance:

   The requirements of the Listed Companies (Code of Corporate Governance) Regulations, 2019 relevant for the year ended September 30, 2025, have been duly complied with. A statement to this effect is annexed to the Report.

   Corporate and Financial Reporting Framework:

   The financial statements together with the notes thereon have been drawn up by the management of the Company in conformity with the Companies Act, 2017 and applicable International Financial Reporting Standards (IFRS). These statements present fairly the Company's state of affairs, the results of its operations, cash flow, and changes in equity.

   The Board of Directors hereby declares that:

   • IFRSs as applicable in Pakistan, have been adequately followed in the preparation of Financial Statements and any departure therefrom has been adequately disclosed in "Notes to the Financial Statements" and explained the reason thereof;

   • proper books of accounts of the Company have been maintained by the Company;

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

   • the system of internal controls is sound in design and has been effectively implemented and monitored;

   • there are no doubts upon the Company's ability to continue as a going concern;

   • there has been no material departure from the Best Practices of Corporate Governance, as provided in the Listed Companies (Code of Corporate Governance) Regulations, 2019;

   • The key operating and financial data of the last six years is annexed to this Report.

   • there are no statutory payments on account of taxes, duties, levies, and charges which are outstanding as at September 30, 2025, except for those disclosed in the financial statements;

   • the Directors, CEO, CFO, Company Secretary, and their spouses and minor children have not made any transactions in the Company's shares during the year ended September 30, 2025, except as disclosed under the heading "Trading in Shares" in this report

   • Cost of the investments of employees' retirement funds are as follows:

The Company has maintained a recognized provident fund, and based on financial statements of funds, value of its investment is as follows:

As at September 30, 2025 Rs. 61.9010 million

As at September 30, 2024 Rs. 60.0001 million

The gratuity scheme is currently un-funded and annual provision is made on the basis of actuarial valuation to cover obligation under the scheme for all eligible employees and the details are contained in Note 8 to the audited financial statements for the year ended September 30, 2025.

Pattern of Shareholding of the Company (Form 20) as on September 30, 2025 is annexed whereas other related information is as follows:

Shares held by: Number of shares held

1. Associated Companies, undertakings and related parties: Nil

2. Mutual Funds: Nil

3. The Directors and their spouse and minor children:

1. Public Sector Companies and Corporations, Joint Stock Companies and others:

   Shares held Percentage

   2,233,316 13.52%

2. Banks, Development Finance Institutions, Non-Banking Finance Companies, Insurance Companies, Takaful, Modarabas and Pension Funds:

Shares held Percentage

During the year under review, five meetings of the Board of Directors were held. Attendance by each director was as under:

Leave of absence was granted to the directors who could not attend the Board meetings.

During the year under review, five meetings of the Audit Committee were held. Attendance by each director was as under:

During the year under review, three meetings of the HR&R Committee were held. Attendance by each director was as under:

During the year under review, four meetings of the Technical Committee were held. Attendance by each director was as under:

During the year under review, the annual general meeting was held on January 27, 2025.

All outstanding payments are of a normal nature.

The Board of Directors has approved a formal policy for the remuneration of executive directors depending upon their responsibility in the affairs of the Company. Remuneration of the executive directors shall be approved by the Board of Directors, as recommended by the Human Resource and Remuneration Committee. The Company will not pay any remuneration to Independent Directors except fees for attending meetings of the Board and its committees.

In compliance with Regulation 10(3)(v) of the Listed Companies (Code of Corporate Governance) Regulations, 2019, the Board of Directors has put in place a mechanism for the annual evaluation of the performance of the Board as a whole, Board committees, and individual members of the Board. As part of this process, the Company Secretary carries out the performance evaluation and, based on the valuable feedback received from the Directors, a report is prepared and submitted to the Board for review.

The Board aims to ensure that the Company's shareholders are timely informed about the major developments affecting the Company's state of affairs. To achieve this objective, information is communicated to the shareholders through quarterly, half-yearly, and annual reports, and is promptly placed on the Company's website. The Board encourages

the shareholders' participation at the general meetings to ensure the desired level of accountability.

The Board of Directors, in their meeting held on December 24, 2025, has recommended payment of final cash dividend for the year ended September 30, 2025 @ Rs. 4.00 per share (40%) to all the shareholders of the Company. The approval of the members for the final dividend shall be obtained at the Annual General Meeting to be held on January 27, 2026.

The Company adheres and ensures strict compliance of internationally acceptable health, safety and environment standards and we continue refining our processes for safer, more sustainable operations for today and tomorrow.

M/s Shinewing Hameed Chaudhri & Co., Chartered Accountants, the retiring auditors have offered their services for another term. The Board proposes their appointment as recommended by the Audit Committee.

We acknowledge invaluable support from all of our stakeholders including financial institutions, vendors, customers and shareholders of our Company. We take this opportunity to appreciate our employees for their commitment, dedication and round the clock efforts for the growth of the Company.

For and on behalf of the Board

Chief Executive Director

Lahore: December 24, 2025

Financial Highlights

For the year ended September 30, 2025

Financial Highlights - Ratio Analysis

For the year ended September 30, 2025

Percentage

Rupees in Millions

Days

28 | Noon Sugar Mills Limited

5.00

500,000

12.52

10.95

Cash Flow

3,000,000

2,600,178 2,507,093

2,500,000

2,000,000

1,500,000

1,000,000

1,249,796

1,222,178

792,484

13.03

13.02

15.00

15.64

20.00

20.44

Profitability Ratios

25.00

15.29

Net Profit To Sales

Axis Title

Operating Activites Investing Activities Financing Activities

Gross Profit

2025

(2,500,000)

(1,912,135)

(1,939,943)

(1,500,000)

(2,000,000)

(771,278)

(1,018,667)

(1,000,000)

(607,136)

(229,309)

(197,677)

(500,000)

711,267

2024

2023

2022

2021

2020

(451,557) (698,887)

(345,518)

(308,561)

(601,887)

-

Turnover

23.39

24.25

19.00

20.00

27.00

40.00

47.90

8.52

9.96

7.21

7.01 5.71

10.00

160.00

140.00

120.00

100.00

91.00

101.96

95.05

80.00 76.00

60.00

55.00

54.00

45.00

10.00

43.00

2.77

(5.47)

(5.00)

2025

2024

2023

2022

2021

2020

-

4.52

3.88

9.97

EBITDA margin to Sales

4.17

(10.00)

Creditors

Debtors

Inventory

-

-

13.00

14.0011.00