Transmission of Annual Report for the Year Ended 30-09-2025

Contents

Company Information 01

Vision, Mission 02

Corporate Strategy 03

Ten Years Production Review 04

Notice of Meeting 05

Review Report by the Chairman 09

Directors' Report to the Members (English) 10

Directors' Report to the Members (Urdu) 20

Six Years Review at a Glance 21

Pattern of Shareholdings 22

Corporate Social Responsibilities 25

Independent Auditor's Review Report to the Members on Statement of Compliance 27

Statement of Compliance 28

Independent Auditor's Report on Financial Statements 30

Statement of Financial Position 34

Statement of Profit or Loss 35

Statement of Comprehensive Income 36

Statement of Changes in Equity 37

Statement of Cash Flows 38

Notes to the Financial Statements 39

Form of Proxy - English 87

Form of Proxy - Urdu 89

Ballot paper for voting through post - English 91

Ballot paper for voting through post - Urdu 93

BOARD OF DIRECTORS

Mr. Toqueer Nawaz Chairman

Mr. Muneer Nawaz Chief Executive Mrs. Samia Shahnawaz Idris

Mr. Rashed Amjad Khalid Mr. Abid Nawaz

Mrs. Sadia Muhammad Ms. Ava Ardeshir Cowasjee

Mr. Mushtaq Ahmad S.L.I.C.

Mr. Asim Rafiq N.I.T.

Mr. Zahid Ullah Khan

COMPANY SECRETARY

Mr. Jamil Ahmad Butt, FCMA

CHIEF FINANCIAL OFFICER

Mr. Waqar Ahmad, FCA

AUDIT COMMITTEE

Mr. Mushtaq Ahmad Chairman Mr. Toqueer Nawaz

Mr. Zahid Ullah Khan Mr. Rashed Amjad Khalid Mr. Asim Rafiq

HUMAN RESOURCE & REMUNERATION COMMITTEE

Mr. Asim Rafiq Chairman Mr. Muneer Nawaz

Mr. Toqueer Nawaz Mr. Abid Nawaz

Mrs. Sadia Muhammad

HEAD OFFICE

72/C-1, M. M. Alam Road, Gulberg III, Lahore - 54660. Phone : (042) 3571 0482 - 84

Fax : (042) 3571 1904

Website : https://www.shahtajsugar.com

E-mail : mail@shahtajsugar.com

REGISTERED OFFICE

19, Dockyard Road, West Wharf, Karachi - 74000. Phone : (021) 3231 3934 - 38

Fax : (021) 3231 0623

E-mail : jamilbutt@shahtaj.com

CREDIT RATING

Long Term A-

Short Term A2

Agency VIS

PRODUCTION FACILITY

Mandi Bahauddin - 50400.

Phone : (0546) 501 147 - 49

(0546) 508 047 - 48

Fax : (0546) 501 768

E-mail : mills@shahtajsugar.com

AUDITORS

BDO Ebrahim & Company, Chartered Accountants, Office No. 4, 6th Floor,

Askari Corporate Tower, 75/76 D-1,

Main Boulevard Gulberg-III, Lahore - 54660.

LEGAL ADVISOR

Mr. Ras Tariq Chowdhary,

52 - Ravi Block, Fort Green, Canal Road, Lahore.

SHARE REGISTRAR

JWAFFS Registrar Services (Private) LimitedOffice No. 20, 5th Floor, Arkay Square Extension,New Chali, Sharah-e-Liaqat, Karachi.

Email: jwaffsregistrar@gmail.com Phone: +92-21-32440974-75

BANKERS

United Bank Limited Habib Bank Limited MCB Bank Limited Bank Alfalah Limited Bank Al-Habib Limited JS Bank Limited Allied Bank Limited

National Bank of Pakistan Soneri Bank Limited

Habib Metropolitan Bank Limited The Bank of Punjab

Dubai Islamic Bank Pakistan Limited

WEB PRESENCE

https://www.shahtajsugar.com

PSX SYMBOL

SHJS

QR CODE FOR REPORT DOWNLOAD

"Shahtaj Sugar Mills Limited is committed to enhancing its core competencies and aims to be a leading entity through quality and innovation in White Crystalline sugar manufacturing and sustainable energy. We drive growth while ensuring the utmost satisfaction of our customers, employees, and shareholders. Our dedication to eco-friendly practices and diversification into renewable energy will pave the way for a prosperous and sustainable future."

At Shahtaj Sugar Mills Limited, we are dedicated to producing high-quality sugar while fostering sustainable practices that benefit both the environment and our community. Our mission is to innovate and lead in the sugar manufacturing industry by utilizing renewable energy from Bagasse, the by-product of sugarcane processing. Through this commitment, we aim to reduce our carbon footprint, promote energy independence, and support the growth of a greener economy. We strive to create value for our stakeholders by ensuring efficient, eco-friendly production processes and contributing to the sustainable development of our industry.

To maximize the effective utilization of Manpower, material, and machines by encouraging, supporting, and rewarding employees, eliminating waste, and reducing costs. Our aim is to establish Shahtaj Sugar Mills Limited as a trusted, efficient, and successful name among all stakeholders and customers. We will achieve this through:

1. Employee Empowerment and Development: Foster a culture of continuous learning, innovation, and collaboration by providing ample opportunities for growth and recognizing outstanding performance.

2. Operational Efficiency: Implement advanced technologies and best practices to streamline operations, minimize waste, and enhance productivity.

3. Cost Reduction: Continuously identify and eliminate inefficiencies to reduce operational costs without compromising on quality.

4. Sustainability: Embrace eco-friendly practices, including the utilization of renewable energy sources like Bagasse, to reduce our environmental impact and promote sustainable development.

5. Stakeholder Engagement: Build strong, transparent relationships with all stakeholders, ensuring their needs and expectations are met and exceeded.

6. Customer Satisfaction: Deliver high-quality products and exceptional service to our customers, ensuring their loyalty and trust.

Through these strategic initiatives, we aim to achieve long-term success, creating value for our stakeholders and contributing positively to the industry and community.

Sugarcane Crushed ( M. Ton)

1,400,000

1,200,000

1,000,000

800,000

600,000

400,000

200,000

-

16 17 18 19 20 21 22 23 24 25

Sugarcane Recovery (Percentage)

11

10

9

8

7

6

16 17 18 19 20 21 22 23 24 25

Sugar Produced ( M. Ton)

140,000

120,000

100,000

80,000

60,000

40,000

20,000

-

16 17 18 19 20 21 22 23 24 25

150

125

100

75

50

Duration (Days)

16 17 18 19 20 21 22 23 24 25

591,293 M. Ton Sugarcane Crushed 9.10% Recovery

53,681 M. Ton Production

97 Duration (Days)

All the Shareholders,

Notice is hereby given to all the shareholders of SHAHTAJ SUGAR MILLS LIMITED that the 60th Annual General Meeting of the Company will be held on Wednesday, the 28th January, 2026, at 11:00 AM at Beach Luxury Hotel, M.T. Khan Road, Karachi, to transact the following business:

1. ORDINARY BUSINESS

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

   2. To consider and adopt audited Financial Statements of the Company for the year ended 30th September, 2025, together with Auditors' and Directors' Reports thereon.

   3. To approve a cash Dividend @ 12.5% i.e. Rs. 1.25 per share for the year ended 30th September, 2025 as recommended by the Directors.

   4. To appoint Auditors of the Company for the year 2025-2026 and to fix their remuneration. The present Auditors, M/s. BDO Ebrahim & Company, Chartered Accountants, being eligible, have offered themselves for reappointment.

2. SPECIAL BUSINESS

1. Related Parties Transactions:

   To consider, and if thought fit, to pass the following resolutions as Special Resolutions.

   • 'RESOLVED that the transactions carried out by the Company in the normal course of business with related parties for the period October 1, 2024, to date be and are hereby ratified, approved and confirmed.'

   • 'FURTHER RESOLVED that the Chief Executive Officer of the Company or his nominee be and is hereby authorized to approve all the transactions carried out and to be carried out in the normal course with related parties till the next Annual General Meeting of the Company and in this connection the Chief Executive Officer of the Company or his nominee be and is hereby authorized to take any and all necessary actions and sign/execute any and all such documents/indentures as may be required in this regard on behalf of the Company.'

2. To transact any other ordinary business with the permission of the Chair

By Order of the Board

Karachi ( Jamil Ahmad Butt )

6th January, 2026 Company Secretary

NOTES:

1. BOOK CLOSURE:

   The register of members of the Company will remain closed from 20th January, 2026, to 29th January, 2026 (both days inclusive). Transfers received in order by the Company's Share Registrar, M/s. JWAFFS Registrar Services (Pvt.) Limited, Office # 20, 5th floor, Arkay Square Extension, New Chali, Shahrah-e-Liaquat, Karachi, by the close of business on 19th January, 2026, will be considered in time for registration in the name of the transferees, and be eligible to attend and vote at the meeting.

2. PARTICIPATION IN THE MEETING

   1. Members, holding physical shares and holders of CDC Accounts and Sub-accounts for the Company's shares in Central Depository Company Limited, who wish to attend this Meeting may do so by identifying themselves through their original CNIC/Passport and providing a copy thereof.

   2. In case of a corporate entity, the Board of Directors' Resolution / Power of Attorney with specimen signature and attested copy of a valid CNIC of the nominee shall be produced (unless it has been provided earlier) at the time of the Meeting.

3. APPOINTING PROXIES:

   1. A member entitled to attend and vote at the General Meeting is also entitled to appoint another member as a proxy to attend and vote on his / her behalf. In case of a corporate entity, being a member, may appoint as its proxy any of its officials or any other person, through Board Resolution / Power of Attorney. The instrument appointing a proxy must be received at the Registered Office of the Company or at the office of our Share Registrar or through email at jamilbutt@shahtaj.com, not less than 48 hours before the time of the meeting. A copy of resolution/power of attorney with specimen signature of the nominee shall be produced (unless it has been provided earlier) at the time of meeting.

   2. CDC Account Holders, while appointing proxies, will follow the prescribed guidelines as under:

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

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

      3. In case of a corporate entity, the Board of Directors' Resolution / Power of Attorney with specimen signature and an attested copy of a valid CNIC of the person nominated to represent and vote on behalf of the corporate entity, shall be submitted along with the proxy form to the Company.

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

   3. Ablank proxy form is enclosed with this notice.

4. CHANGE OF ADDRESS

   Members are requested to immediately inform the Company's Share Registrar of any change in their mailing address.

5. DEDUCTION OF INCOME TAX

   As per the provisions of Section 150 of the Income Tax Ordinance, 2001 ("Ordinance"), different rates are prescribed for the deduction of withholding tax on the amount of dividend paid by the companies. The Current withholding tax rates are as under:

   1. For the persons whose names are appearing on ATL: 15%

   2. For the persons whose names are not appearing on ATL:30%

   All the shareholders whose names are not entered into the Active Tax-payers List (ATL) provided on the website of the Federal Board of Revenue (FBR), despite the fact that they are filers, are advised to make sure that their names are entered into ATL before the date of payment of dividend, otherwise tax on their Dividend will be deducted @ 30% instead of @ 15%.

   The Corporate Shareholders having CDC accounts are required to have their National Tax Number (NTN) updated with their respective Participants, whereas corporate physical shareholders should send a copy of their NTN certificates to the Company or the Company's Share Registrar and Share Transfer Agent, M/s. JWAFFS REGISTRAR SERVICES (PVT) LIMITED.

   The shareholders, while sending NTN or NTN certificates, as the case may be, must quote the Company name and their respective Folio Numbers.

   As per FBR's clarification, the valid Exemption Certificate under Section 159 of the Ordinance is mandatory to claim exemption of withholding tax under Clause 47B of Part-IV of Second Schedule to the Ordinance. Those who fall in the category mentioned in the above Clause must provide valid Tax Exemption Certificates to our Shares Registrar; otherwise, tax will be deducted on the dividend amount as per the rates prescribed in Section 150 of the Ordinance.

   For shareholders holding their shares jointly, as per the clarification issued by the FBR, withholding tax will be determined separately on 'Filer / Non-Filer' status of the Principal shareholder as well as Joint-holder(s) based on their shareholding proportions. All shareholders who hold shares jointly are therefore requested to provide shareholding proportions of Principal Shareholder and Joint-holder(s) in respect of shares held by them to the Registrar and Shares Transfer Agent in writing as follows:

   Folio / CDC Account No.	Total Shares	Principal Shareholder		Joint Shareholder(s)
   		Name and CNIC No.	Shareholding Proportion (No. of Shares)	Name and CNIC No.	Shareholding Proportion (No. of Shares)

6. ELECTRONIC DIVIDEND MANDATE

   Under the provisions of Section 242 of the Companies Act, 2017, it is mandatory for a listed Company to pay cash dividends to its shareholders only through electronic mode directly into the bank account designated by the entitled shareholders.

   In order to receive dividends directly into their bank account, shareholders are requested to provide details of the bank mandate specifying:

   Title of Account, Account Number, Bank Name, Branch Name and Code, IBAN Number.

   In case shares are held in physical form, please send this information duly signed along with a valid copy of their CNIC to the registrar of the Company, M/s. JWAFFS Registrar Services (PVT) Limited.

   In case shares are held in CDC, then the Electronic Mandate Form must be submitted directly to the shareholder's broker participant/CDC account.

   In case of non-receipt of the information, the company will be constrained to withhold payment of the dividend to such shareholders.

7. DECLARATION OF RESIDENTIAL STATUS.

   Non-resident shareholder(s) shall submit a declaration of such undertaking with a copy of a valid passport under the definition contained in Section 82 of the Income Tax Ordinance, 2001, for the determination of their residential status for the purposes of tax deduction on dividend to the Company Share Registrar, latest by January 18, 2026. The member may send a declaration using a standard format as placed on the Company's websites.

8. PARTICIPATION THROUGH A VIDEO CONFERENCING FACILITY

   The shareholders can now participate in the AGM proceedings via

   video link also. Those members who are willing to attend and participate in the AGM via link are requested to register themselves by sending an email along with the following particulars and a valid copy of both sides of Computerized National Identity Card (CNIC) at Jamilbutt@shahtaj.com with subject of 'Registration for AGM' not less than 48 hours before the time of the meeting:

   Name of Shareholder	CNIC No.	Folio / CDC Account No.	Cell No.	Email Address

   Members who will be registered, after necessary verification as per the above requirement, will be provided a password protected video link by the Company via email. The said link will remain open from 11:15 a.m. on the date of AGM till the end of the meeting.

9. UNPAID DIVIDEND

   An updated list of unclaimed dividends / Shares of the Company is available on the Company's website. It lists unclaimed dividends/shares which have remained unclaimed or unpaid for a period of three (3) years from the date these have become due and payable. Claims can be lodged by shareholders on a claim form, which is available on the Company's website. Claim forms must be submitted to the Company's Share Registrar, M/s. JWAFFS Registrar Services (PVT) Limited.

10. CONVERSION OF PHYSICAL SECURITIES INTO BOOK ENTRY FORM

    As per Section 72 of the Companies Act, 2017, every listed company is required to replace its physical shares with book entry form in a manner as may be specified and from the date notified by the Commission, within a period not exceeding four years from the commencement of the Act, i.e., May 30, 2017. Further, vide its letter dated March 26, 2021, SECP has directed all the listed companies to pursue its shareholder for conversion of their physical securities into book entry form.

    In light of the aforementioned directives, the Shareholders having physical shares are encouraged to open a CDC account with CDS participant/CDC Investor Account Services and convert their existing physical securities into book entry form.

11. POSTAL BALLOT

    Pursuant to the Companies (Postal Ballot) Regulations 2018, members are allowed to exercise their right to vote by post for the businesses classified as special businesses.

    Intending shareholders shall ensure that duly filled-in and signed Ballot Papers, along with a copy of a valid CNIC, reach the Chairman of the meeting through post at the Company's registered address, Shahtaj Sugar Mills Limited, by 27th January 2026. Or

    email at chairman@shahtaj.com on or before the date during working hours. The signature on Ballot Papers should match with signatures on CNIC. For the convenience of shareholders, a specimen of Ballot Paper is attached. Ballot Paper is also available on the Company's website https://www.shahtajsugar.com for download.

12. E-VOTING

    Pursuant to Companies (Postal Ballot) Regulations 2018, members are allowed to exercise their right to vote through electronic voting facility for all businesses classified as Special Business.

    Details of E-Voting facility will be shared through email with those members of the Company who have their valid CNIC numbers, Cell numbers, and email address available with the Company by the close of business on 21st January, 2026.

    The web address, login details, and password will be communicated to the members via email. The security code will be communicated through SMS from the web portal of Digital Custodian Company (being the e-voting service provider).

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

    E-voting lines will open from 25th January, 2026, at 9.00 A.M. and shall close on 27th January, 2026 at 5.00 P.M. Members can cast their votes any time during this period. A vote once cast by a member will not be allowed to be changed.

13. TRANSMISSION OF THE ANNUAL REPORT

    In terms of approval of the shareholders of the Company in their Extraordinary General Meeting held on 29th May, 2023, and pursuant to SECP's Notification No. SRO 389(1)/2023 dated 21st March, 2023, the Annual Report for the financial year ended on 30th September, 2025 of the Company containing inter alia the audited financial statements, auditors' report, directors, and chairman's reports thereon may be viewed and downloaded by following QR code and weblink:

    Weblink: https://shahtajsugar.com/financial-reports QR Code:

    The Annual Report will be emailed to those shareholders whose valid email address will be available with the Company.

    The shareholders who wish to receive a hard copy of the Annual Report may send to the Company Secretary/Share Registrar, the Standard Request Form available on the website of the Company https://www.shahtaj.com. The Company then will provide a free of Cost hard copy of Annual Report to the shareholders within one week of the request.

14. PROHIBITION OF GIFTS TO SHAREHOLDER

In compliance to SECP Notification No. SRO452(1)/2025 dated March 17, 2025 it is notified that no gifts will be distributed to the shareholders at the meeting.

Statement of Material Facts

Under Section 134(3) of the Companies Act, 2017 FOR SPECIAL BUSINESS AT AGENDA ITEM NO. 5

The transactions carried out in the normal course of business with related parties are approved by the Board of Directors of the Company as recommended by the Audit Committee on quarterly basis pursuant to Code of Corporate Governance 2019. In the case of related parties, as mentioned below, a majority of the Directors were common and / or shareholder in related parties and in accordance with the provisions of Section 207 of the Companies Act, 2017, the quorum of the directors could not be formed for approval of these transactions, as viewed by Securities and Exchange Commission of Pakistan. Therefore, these transactions are being placed before the shareholders of the Company for their approval through a special resolution proposed to be passed in the Annual General Meeting.

In view of the above, the normal business transactions conducted for the period from 01 October 2024 to 30 September 2025 with related parties as per the following details are being placed before the shareholders of the Company for their consideration and approval/ratification.

The name of Directors and nature of their interest in the proposed resolution is as under:

The Company would be conducting Transactions with related parties in the normal course of business. The majority of the Directors are common and/or shareholder in related parties as detailed herein above Agenda item No. 5 and in accordance with the provisions of Section 207 of the Companies Act, 2017, the quorum of the Directors would not be forming for approval of related party transactions, as viewed by Securities and Exchange Commission of Pakistan. Therefore, in order to comply with the provisions of Code of Corporate Governance 2019, the shareholders of the Company may authorize the Chief Executive of the Company or his nominee to approve transactions already carried out from 01 October 2025 and to be carried out in the normal course of business with related parties till the next Annual General Meeting of the Company.

The names of Directors and the nature and extent of their interest in the proposed resolution is the same as detailed in the statement above.

As required under the Code of Corporate Governance, an annual evaluation of the Board of Directors of Shahtaj Sugar Mills Limited was carried out. The purpose of this evaluation was to ensure that the Board's overall performance and effectiveness is measured and bench marked against expectations in the context of the objectives set forth by the Company.

For the financial year ended 30 September 2025, the Board's overall performance and effectiveness has been assessed as satisfactory. Improvement is an ongoing process leading to action plans. The overall assessment as satisfactory is based on an evaluation of integral components, monitoring the organization's business activities; monitoring financial resource management; effective fiscal oversight; equitable treatment of all employees and efficiency in carrying out the Board's business.

The Board of Directors of your Company received agenda and supporting written material including follow-up material in adequate time prior to the Board meetings and its committee meetings. The Board meets frequently enough to discharge its responsibilities. All Directors including Non-Executive Directors and Independent Directors actively participate in all important decisions.

Karachi: Toqueer Nawaz

31 December 2025 Chairman

On behalf of the Board of Directors, we are pleased to present the Audited Financial Statements of the Company for the year ended 30 September 2025.

OPERATIONAL PERFORMANCE

Summarized operating performance of your mills for the year is as under:

arising from fluctuating sugarcane availability, comparatively lower recovery rates, and rising input costs. Adverse weather conditions and agronomic factors affected crop yields in certain regions, resulting in lower cane crushing and sugar production compared to the previous year, though production remained sufficient to meet domestic consumption requirements.

The industry entered the season with carryover sugar stocks, reflecting

surplus production in prior years. Domestic sugar consumption

Production Data

Season

remained broadly stable, while production levels continued to hover around consumption needs. Export opportunities existed during the year due to favorable international prices; however, export approvals were granted cautiously and in limited quantities to ensure domestic price stability. These restrictions constrained mills' ability to liquidate surplus inventories, placing pressure on liquidity and working capital management.

Cost pressures persisted across the sector due to regulated sugar prices, relatively higher sugarcane procurement costs, energy expenses, and taxation measures. Although a gradual easing in interest rates during the year provided some relief in financing costs, overall industry's profitability remained sensitive to policy decisions relating to pricing and exports.

The sustainability of the sugar sector remains dependent on consistent government policies, timely export facilitation, productivity

We had already apprised our shareholders through the half-yearly and quarterly financial statements that, notwithstanding a timely commencement of the crushing season and sustained operational efforts, the Company was unable to achieve the total crushing volume of the previous year. This shortfall was primarily attributable to unusually high temperatures and below-normal rainfall during the season, which adversely affected crop yields and led to reduced availability of sugarcane. Additionally, lower sucrose content in the cane resulted in reduced sugar recovery. However, molasses recovery during the season showed an improvement.

The Government of Punjab has not notified the support price for sugarcane for the crushing season 2024-25, in line with its policy initiative to reduce subsidies and transition towards a market-based pricing mechanism in place of administered support prices. Procurement of sugarcane from outside areas constituted 15.38% of the total cane procured. The overall cost of sugarcane procurement during the year stood at Rs. 10,580 per metric ton, reflecting a reduction of approximately Rs. 424 per metric ton as compared to Rs. 11,004 per metric ton in the preceding year.

INDUSTRY REVIEW

Pakistan is among the world's leading sugar producers, ranking as the 7th largest globally, with sugarcane being the country's second most important cash crop. The sugar industry continues to play a vital role in the national economy through rural employment, farmer income, and industrial activity. However, the sector remains highly regulated, with government policies significantly influencing production, pricing, taxation, and trade.

During the 2024-25 season, the sugar industry faced challenges

improvements, and a more market-aligned pricing mechanism to support long-term growth and stability.

FINANCIAL RESULTS

During the financial year 2024-25, the Company achieved a turnover of Rs. 8,648.772 million, as compared to Rs. 8,821.018 million in the preceding year, reflecting a marginal decline primarily due to lower sugar production volumes. The cost of revenue decreased to Rs. 7,789.382 million from Rs. 7,893.589 million, resulting in a gross profit of Rs. 859.390 million, compared with Rs. 927.429 million in 2023-24.

Operating expenses, including distribution, administration and other operating expenses, aggregated to Rs. 452.762 million, higher than Rs.

404.544 million last year. Consequently, profit from operations stood at Rs. 489.550 million, as against Rs. 575.415 million in the previous year. Other income increased to Rs. 82.922 million from Rs. 52.530 million, providing partial support to operating profitability.

A significant improvement was recorded in finance costs, which declined sharply to Rs. 373.512 million from Rs. 644.724 million in the previous year, mainly due to a reduction in policy rates and improved financial discipline.

As a result, the Company posted a profit before income tax and levy of Rs. 138.672 million, compared to a loss of Rs. 63.827 million in 2023-24. After accounting for levy and income tax, the Company earned a net profit of Rs. 32.679 million, higher than Rs. 32.145 million reported in the previous year. Accordingly, earnings per share (basic and diluted) improved to Rs. 2.72, compared to Rs. 2.68 in 2023-24.

Despite lower cane crushing and reduced sugar production, the

Company's improved sugar realizations, lower cane procurement cost, and substantial reduction in finance costs enabled it to achieve a notable improvement in profitability during the year. The management remains focused on operational efficiency, prudent financial management, and value maximization to sustain profitability in a challenging operating environment.

Keeping in view the profit for the year, the Board of Directors have recommended dividend @ 12.5% i.e. Rs.1.25/- per share.

OUTSTANDING STATUTORY PAYMENTS

All outstanding payments are normal and of routine nature.

MATERIAL CHANGES AND COMMITMENTS

No material changes and commitments affecting the financial position of the Company were observed between the end of the financial year of the Company to which the financial statements relate and the date of the report.

RISK AND UNCERTAINTIES

The company is exposed to the following risks and uncertainties: -

• Heightened competition in the local market arising from aggressive sugarcane pricing by neighboring mills.

• Volatility and potential increases in oil, which may adversely impact operating costs in the oil and electricity prices

• Escalation in the prices of raw and packaging materials.

• Increase in applicable tax rates, leading to higher statutory and compliance costs.

• Potential market disruptions resulting from changes in tax laws, regulations, and fiscal policies.

• Inconsistency and unpredictability in Government policies relating to the sugar industry.

  We take these risks as a challenge with the confidence that Company has the ability to mitigate the impact of these risks.

  INTERNAL FINANCIAL CONTROLS

  A system of sound internal control is established and prevailing in the Company. The system of internal control is designed in a manner to ensure achievement of Company's business objectives and operational efficiency, reliable financial reporting and compliance with various statutory laws.

  FINANCIALAND CORPORATE REPORTING FRAMEWORK. CODE OF CORPORATE GOVERNANCE

  In compliance with the Provisions of the Code of Corporate Governance as required by Securities and Exchange Commission of Pakistan (SECP), the Board of Directors hereby declare that:

• The financial statements for the year ended 30 September 2025 present fairly its state of affairs, the results of its operations, cash flows and changes in equity;

• Proper books of accounts have been maintained;

• International Financial Reporting Standards (IFRS) as applicable in Pakistan, have been followed in preparation of financial statements. Appropriate accounting policies have been consistently applied in preparation of financial statements for the year ended 30 September 2025 and accounting estimates are based on reasonable and prudent judgment.

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

• There is no doubt about the Company's ability to continue as a going concern;

• There has been no material departure from the best practices of the Corporate Governance as detailed in the listing regulations;

• Information about taxes and levies is given in the notes to and forming part of financial statements.

• Related party transactions are properly disclosed in the notes to and forming part of financial statements.

• The value of Provident Fund Investment as at 30 September 2025 was Rs. (thousand) 379,100/-

  CORPORATE INFORMATION

  Composition of the Board

  The total number of Directors are ten (10) as per the following:

  1. Male : Seven (07)

  2. Female : Three (03) The composition of Board is as follows:

  Independent Directors Mr. Mushtaq Ahmad Mr. Asim Rafiq Ms. Ava Ardeshir Cowasjee Mr. Zahid Ullah Khan

  Non-executive Directors Mr. Toqueer Nawaz

  Mr. Rashed Amjad Khalid Mr. Abid Nawaz

  Mrs. Samia Shahnawaz Idris Mrs. Sadia Muhammad

  Executive Director Mr. Muneer Nawaz

  Female Directors Ms. Ava Ardeshir Cowasjee Mrs. Samia Shahnawaz Idris Mrs. Sadia Muhammad

  Composition of the Committees

  The Board has formed committees comprising of members given below:

  Audit committee

  Mr. Mushtaq Ahmad Chairman

  Mr. Toqueer Nawaz Member

  Mr. Rashed Amjad Khalid Member

  Mr. Zahid Ullah Khan Member

  Mr. Asim Rafiq Member

  Human resource and remuneration committee

  Mr. Asim Rafiq Chairman

  Mr. Muneer Nawaz Member

  Mr. Toqueer Nawaz Member

  Mr. Abid Nawaz Member

  Mrs. Sadia Muhammad Member

  Terms of reference of Audit Committee and Human Resource and Remuneration Committee have been approved by the Board in line with the requirement of Code of Corporate Governance and advised to the committees for compliance.

  FREQUENCY OF THE MEETINGS

  During the year six (06) Board of Directors meeting were held. Attendance of these meeting was as follows:

  Name of Directors No. of Meetings Attended

  Mr. Muneer Nawaz Four

  Mr. Toqueer Nawaz Six

  Mr. Mushtaq Ahmad Six

  Mrs. Samia Shahnawaz Idris Nil

  Mrs. Sadia Muhammad Six

  Mr. Rashed Amjad Khalid Four

  Mr. Abid Nawaz Six

  Ms. Ava Ardeshir Cowasjee Six

  Mr. Asim Rafiq Six

  Mr. Zahid Ullah Khan Six

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

  During the year, the Audit Committee met four (04) times. These meetings were held prior to the approval of interim results of the Company by the Board of Directors before and after completion of external audit. Attendance of each Director was as follows

  Name of Directors No. of Meetings Attended

  Mr. Mushtaq Ahmad Four

  Mr. Toqueer Nawaz Four

  Mr. Rashed Amjad Khalid Two

  Mr. Zahid Ullah Khan Four

  Mr. Asim Rafiq Four

  Mr. Muneer Nawaz One

  Leave of absence was granted to the Directors, who could not attend the Audit Committee meetings.

  During the year, One (01) meeting of the Human Resource & Remuneration Committee was held. Attendance of each Director was as follows:

  Name of Director No. of Meeting Attended

  Mr. Asim Rafiq One

  Mr. Toqueer Nawaz One

  Mr. Muneer Nawaz One

  Mr. Abid Nawaz One

  Mrs. Sadia Muhammad One

  Leave of absence was granted to the Directors, who could not attend the Human Resource & Remuneration Committee meeting.

  SIX YEARS REVIEW AT A GLANCE

  The six years review at a glance is annexed.

  PATTERN OF SHAREHOLDINGS

  The pattern of shareholdings as on 30 September 2025 is annexed.

  TRADING OF SHARES

  During the year under review, no shares were traded by Directors, Chief Executive Officer, Chief Financial Officer, Company Secretary, their spouses and minor children other than mentioned below:

  Name of Director No. of Shares

  Mr. Abid Nawaz 5,000 Sold

  Mr. Rashed Amjad Khalid 30,000 Purchased

  Mr. Jamil Ahmad Butt 1,664 Gift in

  REMUNERATION POLICY FOR NON-EXECUTIVE DIRECTORS

  The Board from time to time reviews and determines the fee of non-executive and independent directors for attending the Board and different committees' meetings, which are subsequently presented before the shareholders in the annual general meeting for approval.

  REMUNERATION OF CHIEF EXECUTIVE OFFICER

  The remuneration of Chief Executive Officer of the Company for the year ended 30 September 2025 is disclosed in Note 44 of the financial statements. Chief Executive Officer of the Company is paid the present monthly emoluments of Rs. 1,750,000/- plus benefits commensurate to his office from the date of appointment till its review. His new term started on 12 June 2023.

  EVALUATION OF THE BOARD'S PERFORMANCE

  The Board has developed a mechanism of annual performance evaluation. Every member of the Board ensures his active participation in the meetings of the Board. Detailed discussions are held on strategic matters and clear directions are provided to the management, which are regularly monitored by the Board and its committees. The Board

  ensures that the Company adopts the best practices of the Code of Corporate Governance. The Board also reviews performance of business segments at each quarter with an aim to improve the low performing segments and at the same time further opportunities of growth are emphasized in all profitable segments, Details of Directors' training programme have been disclosed in the Statement of Compliance with the Code of Corporate Governance.

  FINANCIAL STATEMENTS

  An independent Auditor's report to the members, issued by External Auditors Messrs. BDO Ebrahim & Company, Chartered Accountants after due audit of financial statements of the Company, is annexed.

  EXTERNALAUDITORS

  Messrs. BDO Ebrahim & Co. Chartered Accountants, having completed their audit for the year ended 30 September 2025, will retire at the conclusion of the upcoming 60th Annual General Meeting. Messrs. BDO Ebrahim & Co. Chartered Accountants, being eligible, have offered themselves for reappointment as auditors for the year ending 30 September 2026. The Audit Committee has recommended their reappointment, and the Board endorses this recommendation for approval by the shareholders at the AGM.

  CORPORATE SOCIAL RESPONSIBILITIES

  Disclosure as required by the Corporate Social Responsibility General Order, 2009 is annexed and form an integral part of this report.

  ENVIRONMENTAL, SOCIAL, AND GOVERNANCE (ESG)

  In compliance with the Securities and Exchange Commission of Pakistan's (SECP) regulations on Environmental, Social, and Governance (ESG) disclosures are annexed and form an integral part of this report.

  GENDER PAY GAPANALYSIS

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

  As required under the SECP circular no. 10 of 2024, the following is the Gender Pay Gap calculated for the year ended 30 September 2025:

• Mean Gender Pay Gap: (15.06)

• Median Gender Pay Gap: (28.20)

HEALTH, SAFETYAND ENVIRONMENT

We try our utmost effort not to make any compromise on the health and safety of our employees. We have taken various measures to improve and enhance the working conditions of our workers to maintain the highest safety and health standards. We are committed to provide a hygienic environment to our employees, stakeholders and visitors. Another responsibility is to protect the environment. As a responsible corporate organization, we are concerned about the reduction of waste and efficient use of natural resources (electricity, water, gas, fuels etc.) and following global practices to protect the environment. We are also

exploring new technologies and improve our processes. Further, we have launched a campaign within the mills premises to plant maximum trees in the Mills area and other factory premises as we intend to maintain cleanliness and green environment in and around the mills area to control pollution.

FUTURE OUTLOOK AND UPDATE ON POWER PROJECT

Sugarcane crop for the next crushing season based on survey conducted by our sugarcane department is reported to be better than the last season. The weather conditions are favorable which will improve the yield per acre of sugarcane crop for the next crushing season. Hopefully next season the favorable climatic conditions will lead to better sucrose content in the sugarcane planted in our area. Furthermore, our field staff is also doing its best to persuade the sugarcane growers to use amplified quality seed and fertilizers to get healthy sugarcane. Crop area for the next crushing season, as based on survey conducted by our sugarcane department is reported to be same as last season because of almost same cane acreage in our area. However, the weather conditions are favorable that will improve the yield per acre of sugarcane crop for the ongoing crushing season.

The Punjab Government may not notify the minimum support price of sugarcane for crushing season 2025-26 keeping in view the strategy of reducing subsidies and transition to market-based pricing mechanism instead of maintaining support prices. However, keeping in view the last year pattern of sugarcane procurement starting price of Rs. 400/- per 40 Kg will be considered as benchmark price of sugarcane to be procured in next crushing season. We are putting our best efforts to procure maximum sugarcane from out zone as well as in zone area.

The selling price of sugar is expected to remain under government control until the sugar sector is fully de-regulated. Government intervention in regulating sugar prices continues to persist, creating uncertainties for the industry. The company's future financial results will depend on the sugar production during the ongoing crushing season and government policies regarding sugar exports, which will determine the ability to offload surplus sugar in international markets.

The Company executed an Energy Purchase Agreement (EPA) on December 23, 2022, for a period of thirty (30) years with the Central Power Purchasing Agency (Guarantee) Limited (CPPA-G) in respect of its 32 MW Bagasse-Based Co-generation Power Plant located at Mandi Bahauddin.

Subsequently, the power plant has successfully achieved its Commercial Operation Date (COD) on October 10, 2025, following the completion of all requisite commissioning activities and performance acceptance tests. The plant has also obtained the necessary certifications from the Independent Engineer, confirming compliance with the technical, operational, and contractual requirements stipulated under the EPA.

With the achievement of COD, the power plant is now fully operational and authorized to generate and supply electricity on a commercial basis in accordance with the terms and conditions of the Energy Purchase Agreement. This milestone marks a significant step in the Company's efforts to enhance energy efficiency, utilize renewable bagasse-based

fuel, and generate sustainable revenue through the sale of surplus electricity to the national grid.

This development will contribute positively to the company's financial performance, offsetting some of the challenges posed by the sugar market dynamics.

ACKNOWLEDGEMENT

Your Directors place on record their appreciations of the diligence and devotion of duty of the Officers, Members of Staff and Workers of all categories.

FOR AND ON BEHALF OF THE BOARD

TOQUEER NAWAZ

Chairman

Karachi: 31 December 2025

MUNEER NAWAZ

Chief Executive

Share Holdings

As at 30 September 2025

Mr. Abid Nawaz 30,000

Mr. Rashed Amjad Khalid 223,399

Mr. Rashed Amjad Khalid 38,000

Shareholder holding 5% or more voting rights in the listed company (name wise details);

Share Held

Shareholding

Mr. Muneer Nawaz 1,459,657 12.15%

MCFSL- Trustee JS Growth Fund (CDC) 1,106,157 9.21%

Mr. Mahmood Nawaz 860,533 7.16%

CDC - Trustee National Investment (Unit) Trust 781,695 6.51%

Mrs. Amtul Bari Naeem 610,389 5.08%

4,818,431 40.12%

Corporate Social responsibility (CSR) refers to the company's commitment to contribute positively to the socity, enviorment and the economy.

This concept goes beyond profit making and involves business taking responsibility for the impact of their operations to the society.

Following key elements of CSR are in practice.

CORPORATE PHILANTHROPY

In recognition of its social responsibility towards mankind Company is regularly contributing reasonably to the various organizations and associations who have complete servicing infrastructure to serve the humanity and other living species.

ENERGY CONSERVATION.

Operation of sugar Mills is based on self power generation. Main criteria of energy conservation is steam consumption in percentage of cane crushed which in case of our Mills is 51-53% at peak load days, this is termed as a very efficient energy conservation system.

In our continued quest to achieve optimum efficiency levels, all possible measures like intensive vapor bleeding, recycling of utilities, installation of various speed drives at centrifuges and cane carrier etc. are adopted, in order to conserve energy. Concerned technical personnel are regularly encouraged to participate in the seminars on energy conservation.

ENVIRONMENTAL PROTECTION MEASURES.

Being conscious to this social responsibility your Mills have undertaken following measures:

• Used water is recycled for irrigation purposes within and outside the Mills lands.

• Tree plantation at Mills lands to better the surrounding environment.

• Imported state of art oil skimmer has been installed to skim oil from effluent water.

• In-house environment conservation committee to keep constant watch on the Mills operations has been formed.

  COMMUNITY INVESTMENT & WELFARE SPENDING FOR UNDER PRIVILEGED CLASS.

  The Company is running a High School of excellent standards in the Mills residential colony for employees' children. Talented students of the adjoining areas of the Mills are also allowed admission in the said school.

  For growers of the area your Mills has provided a spacious place for "Kisan Hall" built by local market Committee. In addition to this entire up keep and maintenance cost of adjoining Mosque and Kisan Hall is borne by the Mills.

  CONSUMER PROTECTION MEASURES

  We produce good quality refined white sugar which qualifies multinational companies and "PSQCA" standards. Management is

  always very keen on implementation and execution of rules and regulation for quality maintenance. Alhamd-O-Lillah the sugar produced by our Mills is considered best quality product in the market.

  EMPLOYMENT OF SPECIAL PERSONS

  To ensure regular welfare and rehabilitation of special persons to support their families as per the requirement of "Employment & Rehabilitation Ordinance 1981" the Company has established policy of hiring the "Specially abled" individuals in Mills hierarchy.

  INDUSTRIAL RELATIONS

  We are maintaining very cordial and harmonious industrial relations at our Mills with the all categories of employees. CBA elections are held in time without any hurdle.

  Some of the non-cash benefits available to the employees are described below:

• Five workers are sent to perform Hajj every year on Company's expense.

• Attractive retirement benefits are allowed at the age of superannuation.

• Talented children of employees are paid scholarships.

• Hygienic and clean drinking water plants has been installed at the residential colony as well as in the mills premises.

• Fair price shop is being maintained where various items are provided at subsidized rates.

• For healthy activities well maintained tennis, basket ball, badminton courts and football and cricket grounds have been arranged for the employees of the Mills.

OCCUPATIONAL SAFETY & HEALTH

To ensure hygienic and healthy environment at the Mills there is a permanent safety committee. God forbid, in case of an accident the circumstances leading to such situation are thoroughly investigated, responsibilities are fixed and necessary improvements in the system are incorporated. Safety material is provided to the employees who may be exposed to health and safety hazards in the course of performing their duties.

BUSINESS ETHICS & ANTI CORRUPTION MEASURES

Statement of Ethics and Business Practices is periodically circulated among all employees of the Company for compliance. There is zero tolerance towards corruption in the Mills. The Company has developed comprehensive system of check and balance. Sugarcane growers of the areas of our Mills are totally satisfied with the honesty of our employees, weighment of the sugarcane and payments thereof.

NATIONAL CAUSE DONATIONS

The Company as a policy to assist the distressed communities regularly donating to the welfare institutions like, Shaukat Khanum Cancer Hospital, Aziz Jehan Begum Trust for the Blinds, Sahara for Life Trust, Jinnah Hospital, Lahore, Sindh Institute of Urology & Transplantation (SIUT), Lahore General Hospital, Marie Adelaide Leprosy Centre,

Fatimid Foundation, Edhi Foundation, SOS Children Village, The Layton Rahmatullah Benevolent Trust etc. etc.

CONTRIBUTION TO NATIONAL EXCHEQUER

The management has always showed its responsibility by paying all government taxes in time without any delay. For the year ended 30 September 2025 we made our humble contribution to the National Exchequer as follows:

Description Rupees in thousand

Income Tax 252,656/-

Sales Tax/FED 1,540,314/-

RURAL DEVELOPMENT PROGRAMME

Sugar Mills are located in the rural areas, therefore our all activities such as procurement of entire raw material i.e. sugarcane, spending of road cess contributions on communication networks, payments to transporters, wages to the employees etc. are directly related to the rural development.

The Company is playing pivotal role for this cause since its inception. We provide free of cost RCC pipes for culverts, anti-rodent chemicals and furrow making with riggers costing millions of rupees annually. Modern and scientific agricultural practices and machinery viz. Ridgers, Deep Ploughs & Chisels are introduced free of cost to the sugarcane growers. Often reasonable expenses are incurred on roads to facilitate the growers to bring their product to the mills and purchasing centers.

ENVIRONMENTAL, SOCIALAND GOVERNANCE (ESG)

In compliance with the Securities and Exchange Commission of Pakistan's (SECP) regulations, the Company has integrated Environmental, Social, and Governance (ESG) principles into its Operations. This new disclosure requirement enhances transparency and accountability, building upon our long standing commitment to Corporate Social Responsibility.

Environmental, Social, and Governance (ESG) refers to a set of standards used to measure a company's impact on the society including how it handles environmental challenges, social responsibilities, and corporate governance. It's a framework that helps investors, companies, and other stakeholders evaluate the long-term sustainability and ethical footprint of an organization.

ENVIRONMENTAL (E)

As part of our ongoing efforts to reduce our environmental impact, The Company has implemented several initiatives aimed at conserving natural resources, optimizing energy use, and minimizing waste.

SUSTAINABLE PACKAGING:

In line with our commitment to reduce waste, the Company has adopted water and moisture proof, Durable, reusable packaging materials for its products as per PS.3128-2008 (Ist Revision) by PSQCA standard. By moving toward sustainable packaging, we aim to significantly decrease the environmental footprint of our products.

PLANTATION DRIVE:

The Company regularly participates in various environment uplift

programmes including tree plantation.

SOCIAL (S)

Social Responsibility remains central to the Company's philosophy. We continue to engage in initiatives that support the welfare of our employees, communities, and consumers. As part of our integrated ESG framework, we strive to make a lasting positive impact on society. The Company remains committed to supporting national causes and charitable organizations. These donations reflect our ongoing commitment to improving healthcare, education, and social welfare in Pakistan. The Company continues its focus on employee well-being, offering benefits such as the Hajj Scheme, which sponsored five employees to perform Hajj in 2024 at the company's expense. We are also committed to employing differently-abled individuals, in compliance with the Employment and Rehabilitation Ordinance, 1981, ensuring a diverse and inclusive workforce. Employee safety is a top priority in the Company. We have implemented stringent Occupational Safety and Health (OSH) policies across all operations, providing regular safety training to employees and conducting frequent audits to ensure a safe working environment. Our OSH measures meet international safety standards and help minimize workplace hazards the Company prioritizes consumer health and safety. Our Research and Development (R&D) department regularly tests our product range to ensure compliance with international safety standards. The Company adheres to the regulations to guarantee that our products meet the highest quality standards, protecting the health and wellbeing of our customers

GOVERNANCE (G)

Governance is a critical pillar of our ESG framework. We are committed to maintaining high standards of corporate governance, ensuring that our operations remain transparent

BUSINESS ETHICS AND PRACTICES:

We uphold strict business ethics, ensuring that honesty and integrity are integral to all business dealings. The company's Statement of Ethics and Business Practices is regularly communicated to employees, reinforcing our commitment to ethical behavior. The Company maintains a zero-tolerance policy toward corruption and bribery, with robust internal controls to mitigate any risks through strong Internal Audit.

BOARD GOVERNANCE AND OVERSIGHT:

The Board of Directors plays a central role in overseeing the company's governance. Independent directors chair our Audit Committee and Human Resource and Remuneration Committee, ensuring transparent oversight of management's performance. In June 2023, the Board reconstituted these committees in compliance with SECP's Code of Corporate Governance.

REGULATORY COMPLIANCE:

The Company adheres to the Code of Corporate Governance as mandated by SECP. The company ensures compliance with all legal and regulatory requirements, including financial reporting standards and environmental laws. Regular audits are conducted to ensure continued compliance and the highest levels of transparency in all business activities.

TO THE MEMBERS OF SHAHTAJ SUGAR MILLS LIMITED

REVIEW REPORT ON THE STATEMENT OF COMPLIANCE CONTAINED IN LISTED COMPANIES (CODE OF CORPORATE GOVERNANCE) REGULATIONS, 2019

We have reviewed the enclosed Statement of Compliance with the Listed Companies (Code of Corporate Governance) Regulations, 2019 (the Regulations) prepared by the Board of Directors of Shahtaj Sugar Mills Limited for the year ended September 30, 2025 in accordance with the requirements of regulation 36 of the Regulations.

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

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

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

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

Lahore

Date: 31 December 2025 UDIN: CR202510087fVQCjYlmv

BDO EBRAHIM & CO. CHARTERED ACCOUNTANTS

Engagement Partner: Sajjad Hussain Gill

with Listed Companies (Code of Corporate Governance) Regulations, 2019 For the Year ended 30 September 2025

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

1. The total number of Directors are ten (10) as per the following:

   1. Male: Seven (07)

   2. Female: Three (03)

2. The composition of Board is as follows:

   remuneration of Directors in accordance with the Act and these Regulations;

   1. Two (02) Directors of the Company have minimum fourteen (14) years of education and fifteen (15) years of experience on the Board of a listed Company and they are exempt from Director's Training Program. Seven (07) Directors have acquired certification under the Director's Training Program. The Company, however, intends to facilitate further training for the remaining

      Independent Directors

      Non-executive Directors

      Executive Director Female Directors

      Mr. Zahid Ullah Khan Mr. Mushtaq Ahmad Mr. Asim Rafiq

      Ms. Ava Ardeshir Cowasjee

      Mr. Toqueer Nawaz (Chairman)

      Mr. Rashed Amjad Khalid Mr. Abid Nawaz

      Mrs. Samia Shahnawaz Idris Mrs. Sadia Muhammad

      Mr. Muneer Nawaz (Chief Executive Officer)

      Ms. Ava Ardeshir Cowasjee Mrs. Samia Shahnawaz Idris Mrs. Sadia Muhammad

      Director in near future as defined in these Regulations;

   2. There were no new appointments of the Chief Financial Officer, Company Secretary except Head of Internal Audit, however, all such appointments including their remuneration and terms and conditions of employment are complied with relevant requirements of the Regulations;

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

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

      Audit Committee

      Mr. Mushtaq Ahmad Chairman

      Mr. Toqueer Nawaz Member

      Mr. Zahid Ullah Khan Member

3. The Directors have confirmed that none of them is serving as a Director on more than seven (07) listed companies, including Shahtaj Sugar Mills Limited;

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 Board / shareholders as empowered by the relevant provisions of the Companies Act, 2017 (the Act) and these Regulations;

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

8. The Board have a formal policy and transparent procedures for

Mr. Rashed Amjad Khalid Member

Mr. Asim Rafiq Member

Human Resource and Remuneration Committee

Mr. Asim Rafiq Chairman

Mr. Muneer Nawaz Member

Mr. Toqueer Nawaz Member

Mr. Abid Nawaz Member

Mrs. Sadia Muhammad Member

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

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

   1. Audit Committee

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

   2. Human Resource and Remuneration Committee

One meeting of HR and Remuneration Committee was held during the financial year ended September 30, 2025;