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

PAKGEN POWER LIMITED

Annual Report

PAKGEN POWER LIMITED

CONTENTS

1. Company Profile

2. Vision & Mission Statement

3. Notice of Annual General Meeting

16 Directors' Profile

18 Chairman's Review

19 Chairman's Review (Urdu)

20 Directors' Report

28 Directors' Report (Urdu)

34 Pattern of Shareholding

37 Gender Pay Gap Statement

38 Statement of Compliance with the Code of Corporate Governance

TABLE OF

41 Review Report to the Members

43 Auditors' Report To The Members

48 Statement of Financial Position

50 Statement of Profit or Loss and Other Comprehensive Income

51 Statement of Changes in Equity

52 Statement of Cash Flows

53 Notes to the Financial Statements

109 Ballot Paper For Voting Through Post

113 Form of Proxy

Annual Report2O25

COMPANY PROFILE

THE COMPANY

Pakgen Power Limited ("the Company") was incorporated in Pakistan on 22 June 1995 under the repealed Companies Ordinance, 1984 now the Companies Act, 2017. The registered office is situated at 53-A, Lawrence Road, Lahore. The principal activities of the Company are to own, operate and maintain an oil fired power station ("the Complex") having gross capacity of 365 MW in Mehmood Kot, Muzaffargarh, Punjab, Pakistan.

BOARD OF DIRECTORS

Mrs. Sadia Younas Mansha

Mr. Muhammad Ali Zeb Director /Chairman Mr. Samir Mustapha Chinoy

Mr. Sheikh Muhammad Shakeel Dr. Arif Bashir

Mr. Farrukh Ifzal

Mr. Ghazanfar Hussain Mirza

CHIEF EXECUTIVE OFFICER

Mian Hassan Mansha

AUDIT COMMITTEE

Mr. Farrukh Ifzal

Mr. Sheikh Muhammad Shakeel Chairman Mr. Muhammad Ali Zeb

HUMAN RESOURCE & REMUNERATION (HR &R) COMMITTEE

Mr. Samir Mustapha Chinoy Chairman Mian Hassan Mansha

Mr. Ghazanfar Hussain Mirza

AUDITOR OF THE COMPANY

Riaz Ahmad & Co. Chartered Accountants

REGISTERED OFFICE

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

+92 42 36367414

SHARE REGISTRAR

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

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

Fax: (92-21) 34326053

CHIEF FINANCIAL OFFICER

Mr. Tanvir Khalid

COMPANY SECRETARY

Mr. Khalid Mahmood Chohan

BANKERS OF THE COMPANY

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

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

Habib Metropolitan Bank Limited MCB Bank Limited

Bank Islamic Pakistan Limited Bank Al-Habib Limited

Al Baraka Bank (Pakistan) Limited

LEGAL ADVISOR OF THE COMPANY

Mr. M. Aurangzeb Khan Advocate High Court

HEAD OFFICE

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

Fax: +92 42-35717239

PLANT

Mehmood Kot, Muzaffargarh, Punjab - Pakistan.

PAKGEN POWER LIMITED

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VISION & MISSION STATEMENT

VISION

ENLIGHTEN THE FUTURE THROUGH EXCELLENCE, COMMITMENT, INTEGRITY AND HONESTY

MISSION

TO BECOME LEADING POWER PRODUCER WITH SYNERGY OF CORPORATE CULTURE AND VALUES THAT RESPECT COMMUNITY AND ALL OTHER STAKE HOLDERS.

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NOTICE OF

ANNUAL GENERAL MEETING

Notice is hereby given that Annual General Meeting of the Members of Pakgen Power Limited ("the Company") will be held on April 27, 2026 (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 businesses:

Ordinary Business: -

1. To receive, consider, and adopt the Annual Audited Financial Statements of the Company for the year ended December 31, 2025, together with Notes to the Accounts, Chairman Review, Directors' and Auditors' reports thereon.

   https://www.pakgenpower.com/finance/pdf/PKGPannual2025.pdf

1. To appoint statutory Auditors for the year ending December 31, 2026 and fix their remuneration.

Special Business: -

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Annual Report 2O25

To consider and, if deemed fit, to pass the following resolutions as Special Resolutions as recommended by the Board of Directors with or without modification, addition(s) or deletion(s).

1. RESOLVED THAT pursuant to the provision of Section 32 of the Companies Act, 2017 and all other applicable provisions, and subject to requisite approval(s), consent of the members of Pakgen Power Limited ("the Company") be and is hereby accorded to alter the Memorandum of Association of the Company by substituting the existing Clause III (Principal Line of Business) with the following:

   PAKGEN POWER LIMITED

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

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

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

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

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

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

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

         RESOLVED FURTHER THAT Chief Executive Officer and/or Company Secretary of the Company ("authorized officers") be and are hereby singly / jointly authorized to take all necessary steps, actions, and to do all acts, deeds and things, including but not limited to filing of necessary form and applications with the Securities and Exchange Commission of Pakistan, to give effect to this resolution.

         RESOLVED FURTHER THAT any amendments, modifications, additions or deletions as may be required, directed or advised by the SECP shall be deemed to be incorporated in the aforesaid resolutions without the need to obtain fresh approval from the members of the Company, and the aforementioned authorized officers be and are hereby authorized to make and effect such amendments accordingly.

2. RESOLVED THAT, subject to approval of the Securities and Exchange Commission of Pakistan ("SECP") and pursuant to the applicable provisions of the Companies Act, 2017, the consent of the Members of Pakgen Power Limited ("the Company") be and is hereby accorded to change of name of the Company from 'Pakgen Power Limited' to 'Pakgen Limited'.

   RESOLVED FURTHER THAT consequent to the aforesaid change of name the name Pakgen Power Limited, wherever appearing in the Memorandum and Articles of Association of the Company and/or in any other Deed, Document, instrument or record of the Company be and is hereby substituted with the name "Pakgen Limited".

   RESOLVED FURTHER THAT Chief Executive Officer and/or Company Secretary of the Company ("authorized officers") be and are hereby singly / jointly authorized to do all such acts, deeds and things and to take all necessary steps, including but not limited to making requisite filings and applications with the SECP as may be

3. RESOLVED THAT pursuant to the provisions of Section 183(3)(a) of the Companies Act, 2017, the consent of the members of Pakgen Power Limited ("the Company") be and is hereby accorded to the disposal and sale of plant and machinery, sizeable part of buildings, stores, spare parts and other consumables ("the Assets") of the Company located at power plant site, at Mehmood Kot, Muzaffargarh, Punjab.

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

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

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

The Statement under Section 134(3) of the Companies Act, 2017 concerning special business is annexed to the notice of meeting circulated to the members of the Company.

By order of the Board

March 31, 2026 COMPANY SECRETARY

The Ordinary Shares Transfer Books of the Company will remain closed from 20.04.2026 to 27.04.2026 (both days inclusive) for entitlement of 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 17.04.2026 at the office of Share Registrar, at CDC Share Registrar Services Limited, CDC House, 99-B, Block 'B', S.M.C.H.S., Main Shahrah-e-Faisal, Karachi, will be considered in time for attending of meeting.

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.pakgenpower.com.

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

1. For Attending the Meeting

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

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

2. For Appointing Proxies

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

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

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

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

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

E-VOTING / POSTAL BALLOT FACILITY

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

POLLING ON SPECIAL BUSINESS RESOLUTIONS:

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

Accordingly, members of Pakgen Power Limited (the "Company") will be allowed to exercise their right to vote through electronic voting facility or voting by post for the special business in its forthcoming Annual General Meeting to be held on 27-04-2026, at 12:15 P.M., in accordance with the requirements and subject to the conditions contained in the aforesaid Regulations.

Procedure for E-Voting:

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

2. The web address, login details, and password, will be communicated to members via email. The security codes will be communicated to members through SMS from the web portal of CDC Share Registrar Services Limited (being the e-voting service provider).

3. Identity of the Members intending to cast vote through e-voting shall be authenticated through electronic signature or authentication for login.

4. E -Voting lines will start from 24-04-2026, 09:00 a.m. and shall close on 26-04-2026 at 5:00 p.m. Members can cast their votes any time during this period. Once the vote on a resolution is cast by a Member, he / she shall not be allowed to change it subsequently

   Procedure for Voting Through Postal Ballot:

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

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

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

   E-voting Service Provider:

   M/s CDC Share Registrar Services Limited

   Scrutinizer:

   As required under Regulation 11 of the Companies (Postal Ballot) Regulations, 2018, M/s Riaz Ahmad & Co., Chartered Accountants have been appointed to act as Scrutinizer.

   Video Link Facility for Meeting:-

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

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

   Conversion of Physical Shares into Book Entry Form

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

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

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

   1. Change of the object clause/principal line of business in the Memorandum of Association of the Company:

      The Company had entered into a Power Purchase Agreement ("PPA") with Central Power Purchasing Agency (Guarantee) Limited ("CPPA-G") for the sale of electricity, along with an Implementation Agreement ("IA") and a sovereign guarantee issued by the Government of Pakistan. Pursuant to a policy decision of the Government of Pakistan, implemented through a Task Force constituted by the Prime Minister of Pakistan, the aforesaid PPA, IA and the related Government Guarantee stand terminated with effect from January 31, 2025. Consequent to the termination of the aforesaid arrangements, the Company presently does not have any customer for the sale of electricity and has not undertaken any electricity sales thereafter. In the circumstances, the Company's asset base now substantially comprises investments, and its revenue stream is primarily derived, and is expected to continue to be derived, from returns on such investments. In order to align the Company's principal line of business with its existing asset composition and revenue model, and to regularize its operations within the framework of applicable law, the Board of Directors has recommended the alteration of Clause III (Principal Line of Business) of the Memorandum of Association of the Company. The proposed alteration requires approval of the members by way of a special resolution. The Board of Directors recommends that the members approve the Special Resolution as set out above. None of the directors or their spouses have any direct or indirect interest in the proposed resolution except to the extent of their shareholding in the Company.

      Key Disclosures required under the statement of material facts:

      i)	Existing and proposed principal line of business of the company	Existing Clause III:
      		The Sole Object of the Company is :-

      1. To set up, own, manage, operate, and maintain power generation plants anywhere in Pakistan and to carry on the business of electric power generation.

      2. To achieve the above object, the Company shall be entitled:

         1. To design, construct or acquire by way of outright purchase or financial or other lease(s) plant, machinery, equipment and services for setting up the said power plant on turn key basis or otherwise under such arrangement, guarantees or warranties as may be considered appropriate.

         2. To transmit, store, self or distribute the electricity generated by the company.

         3. To engage in the reforestation and other work as may be necessary under the laws and or considered appropriate for the purposes of

      pollution abatement.

      1. To purchase, acquire or lease land and or buildings for the purpose of the Company and or for reforestation or other work considered necessary.

      2. To borrow or raise money by means of loans or other financing arrangements from banks, or other financial institutions, or from Directors, in such manner as the Company may think fit and in particular by issue of debentures, debenture-stock, perpetual or otherwise, convertible into shares and to mortgage, assign or charge the whole or any part of the property, rights, assets or revenue of the Company, present or future, by special assignment or to transfer or convey the same absolutely or in trust as may seem expedient and to purchase, redeem or pay off any such financing or securities.

      3. To arrange local and foreign currency loans or financing from scheduled, banks, industrial banks and other financial institution for the purpose of purchase and import of machinery, construction of plant, building, raw material and for working capital or for any other purpose of the Company.

      4. To draw, accept, make, endorse, discount and negotiate promissory notes, bills of exchange, bills of lading and other negotiable instruments connected with the business of the Company.

      5. To open, maintain and operate banking accounts of the Company with one or more banks and to deposit or withdraw money thee from.

      6. To distribute any of the properties of the Company amongst the members in specie or kind at the time of winding up.

      7. To carry out joint venture agreements with other companies or countries.

      8. To enter into contracts and arrangements of all kinds permitted by law including, without prejudice to the foregoing, contracts with suppliers and manufacturers of machinery, construction, procurement and engineering contractors, turn key contractors, contractors for operation and maintenance of plant and machinery.

      9. To approve and enter into schemes for amalgamation, merger and reorganization with such companies or other entities as may be considered appropriate or beneficial.

      PAKGEN POWER LIMITED

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      Proposed Clause III:

      1. It is declared that notwithstanding anything contained in the foregoing object clause of this Memorandum of Association nothing contained therein shall be construed as empowering the Company to undertake or indulge in the business of banking leasing managing agency or insurance business directly or indirectly as restricted under law or to indulge in any other unlawful operations.

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

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

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

      		any law for the time being in force or as may be specified by the Commission."
      ii)	Reasons for change in the principal line of business	The Power Purchase Agreement ("PPA") for the sale of electricity to Central Power Purchasing Agency (Guarantee) Limited ("CPPA-G"), together with the Implementation Agreement ("IA") and the sovereign guarantee of the Government of Pakistan, stands terminated with effect from January 31, 2025, pursuant to a decision of the Task Force constituted by the Prime Minister of Pakistan. Following such termination, the Company no longer has any customer for the sale of electricity and has not undertaken any electricity sale thereafter. In the intervening period, the Company's asset base has substantially transitioned to investments, and its principal source of income comprises, and is expected to continue to comprise, returns generated from such investments. In view of the foregoing, the Board of Directors of the Company has recommended a change in the principal line of business of the company so as to align the same with the current operations and revenue model.
      iii)	Benefits likely to accrue to the company and its members from the proposed change;	The proposed change is expected to enable the Company and its members to benefit from returns on investments, as envisaged in financial projections forming part of the Alternate Business Plan. Alternate Business Plan is available for inspection at the Registered Office of the Company on any working day up to April 24, 2026 during Business Hours and shall also be available at the time of the Annual General Meeting.
      iv)	Financial projections, including, inter alia, project cost for new proposed principal business, sources	The Company has prepared an Alternate Business Plan that includes a financial projection and related

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

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

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

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

      	of funds to cover the project cost, revenues, expenses etc. along with underlying assumptions	other information. Alternate Business Plan is available for inspection at the Registered Office of the Company on any working day up to April 24, 2026 during Business Hours and shall also be available at the time of the Annual General Meeting. Members can also assess the Alternate Business via the below link: https://www.pakgenpower.com/finance/pdf/Pakge nAGMNotice.pdf
      v)	Impact on the existing line of business of the company	The company's existing line of business shall effectively cease, and the associated assets are proposed to be disposed of. Approval of the members is accordingly being sought for such disposal, alongside the proposed change in principal line of business.
      vi)	Expected time period when proposed change is expected to be implemented	This change shall be implemented forthwith by the Company, as it has all the resources for implementation.
      vi)	A statement by the board that the proposed change will not be detrimental to the interest of the company or its members as a whole	The Board of Directors of the Company is confident that this change will not be detrimental to the interests of the Company or its members as a whole.

   2. Change of the name of the Company:

      The Power Purchase Agreement ("PPA") with CPPA-G, along with the Implementation Agreement and Government Guarantee, stands terminated with effect from January 31, 2025. Since then, the Company has neither undertaken any electricity sales nor has any customer for such business. Accordingly, approval is being sought for a change in the principal line of business of the Company. In terms of the Companies Act, 2017, the principal line of business must be commensurate with the name of the Company. In light thereof, the Board of Directors has also proposed to change the name of the Company from "Pakgen Power Limited" to "Pakgen Limited". The availability of the name "Pakgen Limited" for use by the Company has been confirmed by the office of the Registrar of Companies, Securities and Exchange Commission of Pakistan, Lahore.

      Key Disclosures required under the statement of material facts:

      i)	Reasons and effects of the change of name by the	The Power Purchase Agreement ("PPA") with
      	company	CPPA-G, along with the Implementation Agreement
      		and Government Guarantee, stands terminated with
      		effect from January 31, 2025. Since then, the
      		Company has neither undertaken any electricity
      		sales nor has any customer for such business.
      		Accordingly, approval is being sought for a change in
      		the principal line of business of the Company. In
      		terms of the Companies Act, 2017, the principal line
      		of business must be commensurate with the name
      		of the Company. In light thereof, the Board of
      		Directors has also proposed to change the name of
      		the Company from "Pakgen Power Limited" to
      		"Pakgen Limited".
      ii)	Proposed new name of the company	"Pakgen Limited"

      iii)	Confirmation that the proposed name is not incommensurate with the principal line of business of the company	The directors of the Company confirmed that the proposed name Pakgen Limited is not incommensurate with the new principal line of business of the Company.
      iv)	If change of name is due to diversification of main business activities or entering a new geography etc. same shall be disclosed.	Change in the name of the company is due to a change in the principal line of business of the Company.

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

The Power Purchase Agreement ("PPA") with CPPA-G, along with the Implementation Agreement and Guarantee of the Government of Pakistan, stand terminated with effect from January 31, 2025. Since then company has neither undertaken any electricity sales nor has any customer for such business.

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

Key Disclosures required under the statement of material facts:

Availability of Relevant Documents:

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

Members can also assess the Alternate Business via the below link: https://www.pakgenpower.com/finance/pdf/PakgenAGMNotice.pdf

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

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

DIRECTORS' PROFILE

Mian Hassan Mansha has over 26 years of diversified experience and serving on the Board of various listed and unlisted companies. Currently he is serving on the Boards of Nishat Power Limited, Security General Insurance Company Limited, Nishat Mills Limited, Lalpir Power Limited, Nishat Hotels and Properties Limited, Nishat (Aziz Avenue) Hotels

and Properties Limited, Nishat (Raiwind) Hotels and Properties Limited, Nishat Dairy (Private) Limited, Pakistan Aviators and Aviation (Private) Limited, Nishat Real Estate Development Company (Private) Limited, Nishat Agriculture Farming (Private) Limited, Hyundai Nishat (Pvt) Limited, Nishat Developer (Pvt) Limited Nishat Packaging Limited and NexGen Auto (Pvt) Limited.

He is also serving as Director on the Board of Hyundai Nishat Motor (Private) Limited and is an Honorary Consulate of Brazil in Pakistan.

PAKGEN POWER LIMITED

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Mr. Ghazanfar Hussain Mirza has a Bachelor's degree in Mechanical Engineering from NED University of Engineering & Technology. Mr. Mirza has 46 years of experience in business and corporate management in technical, commercial and multinational environment. He has served as Managing Director of Wartsila Corporation (Finland) companies in Pakistan and Saudi Arabia. He also serves on the Board of Pakgen Power Limited.

S. M. Shakeel carries with him a wide range of experience in business management, project development and financial, corporate & tax management. He has extensive experience in the power sector of Pakistan where he has worked for more than 21 years.

He served as the Chief Executive Officer of Kohinoor Energy Ltd (KEL), a 124 MW IPP from 2016-2021. KEL was set up a joint venture between Toyota Tsusho Corporation of Japan and Saigols Group. Mr. Shakeel was previously serving as KEL's Chief Operating Officer from 2008 to 2016, after which he was elevated to be the CEO of the company. He also served as the General Manager of Finance for the Saigols Group before joining KEL in 2008.

The initiatives taken under his leadership have transformed KEL into one of the best managed IPPs of the country, have significantly reduced the operating costs of the plant and have enhanced its performance across all the parameters relevant to a power plant including safety, availability, reliability and fuel efficiency.

This has helped substantially increase the value for the shareholders of the company.

Mr. Shakeel has also been serving on the Boards of Directors and special committees of several listed and unlisted companies. He is a Fellow Member of the Institute of Chartered Accountants of Pakistan.

Mr. Farrukh Ifzal is a Fellow member of the Institute of Chartered Accountants of Pakistan. He has over 37 years of diversified experience in the field of Accounts, Finance, Legal and General Management. He is currently serving as Director and Chief Executive Officer of Nishat Chunian Power Limited and Director of Lalpir Power Limited and

Quaid-e-Azam Thermal Limited.

Dr. Arif Bashir holds PhD degree in Chemical Engineering and has over 42 years of experience in the fields of project planning and execution, operation and maintenance of Cement Plant, Power Plants, Paper Plant etc Currently he is working as Director (Technical Operations) of

D.G Khan Cement Company Limited (DGKCC) and responsible for smooth operation and maintenance of Cement Production lines having capacity over 7.6 million tons/year. Captive Power Plants of about 100 MW Cement sacks production lines of capacity of 700,000 bag/day. Also responsible for Captive Coal based Power Plants, Alternate Fuels, Waste Heat Recovery projects of DGKCC. He is also serving on the Board of Nishat Packaging Limited

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CHAIRMAN'S REVIEW

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

The Company has incurred loss after tax of Rs 333 million as against a profit of Rs 4,470 million earned during the previous year. The decrease in profitability in current year is because of Negotiated Settlement Agreement as detailed in Directors' Report of the Company and annexed financial statements, resulting in early termination of Company's Power Purchase Agreement with effect from January 31, 2025. Company's strategic repositioning as detailed in the Directors' Report, will allow the Company to preserve capital, maintain financial strength and maximize long-term shareholders' return.

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

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

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

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

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

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

Chairman

Lahore: March 31, 2026

PAKGEN POWER LIMITED

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DIRECTORS' REPORT

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

SIGNIFICANT DEVELOPMENT

The early termination of the Company's Power Purchase Agreement (PPA), effective 31 January 2025, resulted in the cessation of the Company's primary revenue stream.

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

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

/ sale of plant and machinery, sizeable part of buildings, stores, spare parts and other consumables and other assets ("the Assets") of the Company located at power plant site, Mehmood Kot, Muzaffargarh, Punjab, subject to the completion of necessary corporate, regulatory and legal formalities. In accordance with the provisions of Section 183(3)(a) of the Companies Act, 2017, the approval of members of the Company is being sought in forthcoming Annual General Meeting for such sale / disposal of the Assets.

The Company has Rupees 12,881.687 million surplus funds available as on 31 December 2025 which are invested in mutual funds and cash and banks. The sale of the Assets as stated above is expected to further generate Rs. 3,151 million. The Board of Directors of the Company in their meeting held on 18 December 2025 has approved the Company's acquisition, through nomination by Nishat Hotels and Properties Limited, of up to 6.69% of the paid-up ordinary share capital of Rafhan Maize Products Company Limited ("the acquiree company") at a price of PKR 9,800 per share, as part of a broader acquisition with its affiliates to acquire a total of up to 75.10% of paid-up ordinary share capital of the acquiree company through share purchase agreements and 3.23% of paid-up ordinary share capital of the acquiree company through public offer under the Listed Companies (Substantial Acquisition of Voting Shares and Takeovers) Regulations, 2017.

Hence, Alternate Business Plan, approved and recommended by the Board of Directors of the Company encompass change in principal line of business, change in name of the Company, disposal of the Assets and pursuing the principal line of business of making investments in shares / securities.

PAKGEN POWER LIMITED

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The Board has initiated a strategic repositioning of the Company from an asset-intensive power generation business to a capital allocation and investment-focused platform.

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

RISK MANAGEMENT AND GOVERNANCE

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

FUTURE OUTLOOK

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

PROPOSED STRATEGIC INVESTMENT - RAFHAN MAIZE PRODUCTS COMPANY LIMITED

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

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

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

Management considers the proposed investment attractive for the following reasons:

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

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

The Company already holds surplus funds of approximately Rs. 12,881.687 million as on December 31, 2025. Deploying a portion of these surplus funds, into a strategic investment is intended to enhance returns compared with passive placements, while maintaining adequate liquidity to meet operating expenditures and obligations.

GOING CONCERN AND FINANCIAL RESILIENCE

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

FINANCE AND SIGNIFICANT EVENTS

Due to termination of PPA with effect from January 31, 2025, the total sales revenue of the Company during the year is Rupees 925 million (2024: Rupees 11,316 million) and operating costs is Rupees 528 million (2024: Rupees 5,964 million), resulting in gross profit of Rupees 398 million (2024: Rupees 5,352 million). During the year, the Company incurred loss after tax of Rupees 333 million resulting in loss per share of Rupee 0.92, as compared to a profit after tax of Rupees 4,470 million and earnings per share of Rupees 12.01 last year.

The Company remains in a sound financial position and has sufficient liquidity and reserves to meet its plant preservation expenditures and discharge its liabilities for the foreseeable future. As on December 31, 2025, the Company's investments in Mutual Funds and cash and banks stand at Rs. 12,882 million, which are primarily held to meet day to day expenditure and keeping in view the Alternate Business Plan of the Company as elaborated in preceding paragraphs.

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

BUY BACK OF SHARES:

During the year, the Company undertook buy-back of its own shares in accordance with Section 88 of the Companies Act, 2017 and the Listed Companies (Buy-Back of Shares) Regulations, 2019. The Board of Directors in its meeting held on October 16, 2025 approved the proposal of buy-back of up to 185,000,000 ordinary shares of face value Rs. 10 each, representing 49.72% of the total outstanding shares, with the purpose of cancellation of shares. Proposal was subsequently authorized by the members through a special resolution passed in the Extraordinary General Meeting held on November 20, 2025.

Pursuant to the approval, the Company announced the buy-back on November 20, 2025 and commenced purchases through Pakistan Stock Exchange on November 28, 2025. In accordance with the approved terms, the purchase period will continue until May 15, 2026 or until completion of the buy-back, whichever occurs earlier.

The buy-back remained in progress at year end, and the approved quantity of shares had not been fully purchased as at 31 December 2025. Total of 162,417,988 shares have been bought-back up to December 31, 2025 and have been recognized as negative capital reserve in accordance with applicable financial reporting requirements.

Subsequent to the reporting period, the Company has bought-back further 17.515 million issued ordinary shares. As the duration of the buy-back period is 28 November 2025 to 15 May 2026 or till such time the buy-back of 185 million ordinary shares is complete whichever is earlier, hence Central Depository Company of Pakistan Limited shall cancel own ordinary shares bought-back by the Company at that time. Issued share capital of the Company remains unchanged at the reporting date while the repurchased shares are presented as negative capital reserve.

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

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

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

The impact of treasury shares has been reflected in the computation of basic and diluted earnings per share for the year ended 31 December 2025 in accordance with IAS 33 (Earnings per Share). Further details are disclosed in Note 29.

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

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

2. The Company utilized approximately PKR 11,371 million (inclusive of transaction costs) to-date for the purchase of shares, which was funded from distributable profits/reserves.

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

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

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

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

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

INTERNAL AUDIT AND CONTROL

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

ADEQUACY OF INTERNAL FINANCIAL CONTROLS

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

ENVIRONMENT HEALTH AND SAFETY

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

CORPORATE SOCIAL RESPONSIBILITY (CSR) AND COMMUNITY WELFARE

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

CSR Initiatives by the Company include:

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

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

COMPLIANCE WITH CODE OF CORPORATE GOVERNANCE 2019

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

CORPORATE AND FINANCIAL REPORTING FRAMEWORK

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

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

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

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

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

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

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

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

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

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

Provident fund: 31 December 2025 is Rupees: 105.617 million

Gratuity fund: 31 December 2025 is Rupees: 35.736 million

COMPOSITION OF BOARD:

*Resigned on February 25, 2026.

**Appointed as director on February 25, 2026. to fill the casual vacancy in place of Omer Zubair Khan.

DIRECTORS' REMUNERATION:

The Company does not pay remuneration to its non-executive directors including independent directors except for meeting fee. Aggregate amount of remuneration and meeting fee paid to executive and non-executive directors have been disclosed in note 34 of the annexed financial statements.

PATTERN OF SHAREHOLDING:

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

TRADING IN THE SHARES OF THE COMPANY

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

RELATED PARTIES

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

FINANCIAL RISK MANAGEMENT

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

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

AUDITORS

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

ACKNOWLEDGEMENT

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

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

For and on behalf of the Board of Directors

Chief Executive Officer Director

Lahore: March 31, 2026

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PATTERN OF SHAREHOLDINGS

PATTERN OF SHAREHOLDINGS

Trading in the shares of the Company, carried out by its Substantial Shareholder, Directors, Chief Excutive Officer, Chief Operating Officer, Chief Financial Officer, Head of Internal Audit, Company Secretary, their Spouses and minor children during the period January 01, 2025 to December 31, 2025, are as under:

S.No. Name Status No. of Shares

GENDER PAY GAP STATEMENT

Following is the gender pay gap calculated for the year ended December 31, 2025:

1. Mean Gender pay gap: 47%

2. Median Gender pay gap: 34%

3. Any other data/details as deemed relevant: The company offers its employees equitable compensation based on their individual profile and performance without any discrimination with respect to their gender.

For and on behalf of Board of Directors of the Company

Chief Executive Officer Lahore: March 31, 2026

STATEMENT OF COMPLIANCE

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

1. The total number of Directors are eight (08) as per the following:

   1. Male: 07

   2. Female: 01

      Category	Names
      Independent Directors	Mr. Samir Mustapha Chinoy Mr. Sheikh Muhammad Shakeel
      Non-executive Directors	Mr. Ghazanfar Hussain Mirza Mrs. Sadia Younas Mansha (Female Director) Mr. Muhammad Ali Zeb Dr. Arif Bashir (Appointed as Director with effect from 25 February 2026 in place of Mr. Omer Zubair Khan who ceased to be the Director on 25 February 2026) Mr. Farrukh Ifzal
      Executive Director	Mian Hassan Mansha (Chief Executive Officer)

2. The composition of the Board is as follows:

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 the 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:

   Name of Directors:

   Mr. Farrukh Ifzal

   Mr. Samir Mustapha Chinoy Mrs. Sadia Younas Mansha Mr. Ghazanfar Hussain Mirza Mr. Muhammad Ali Zeb

   Dr. Arif Bashir (Appointed as Director with effect from 25 February 2026 in place of Mr. Omer Zubair Khan who ceased to be the Director on 25 February 2026).

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 Shakeel	Chairman
       Mr. Farrukh Ifzal	Member
       Mr. Muhammad Ali Zeb	Member

    2. HR and Remuneration Committee

    Names	Designation held
    Mr. Samir Mustapha Chinoy	Chairman
    Mian Hassan Mansha	Member
    Mr. Ghazanfar Hussain Mirza	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 December 31, 2025.

    2. HR and Remuneration Committee

    Two meetings of HR and Remuneration Committee were held during the financial year ended December 31, 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: