Transmission of Annual Report for the Year Ended 30.06.2024

Sitara Proxide Limited

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Strive to develop and employ innovative technological solutions to add value to business with progressive and proactive approach.

The Leading Chemical Company. Commitment towards uncompromised Reliability,

Quality, Services and Safety.

Assure customer the most complete value package to become chosen partner in customer's view.

High return generation for sustainable growth. View change as rule of life.

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ANNUAL REPORT 2024

Together with the employees, to ensure success.

Board of Directors

Mr. Yasir Ahmed Awan

Chairman

Mr. Imran Ghafoor Chief Executive Officer Mrs. Sharmeen Imran Non-Executive Director

Mr. Haroon Ahmed Zuberi

Independent Director

Board Human Resource & Remuneration Committee

Mrs. Sharmeen Imran

Chairperson

Mr. Imran Ghafoor

Member

Mr. Saqib Anjum

Member

Registered Office

External Auditors RSM-Avais Hyder Liaqat Nauman

Chartered Accountants

Legal Advisor Sahibzada Waqar Arif

Mr. Junaid Makda

Non-Executive Director

Mr. Saqib Anjum

Non-Executive Director

Mr. Saim Bin Saeed

Independent Director

Chief Financial Officer

Mr. Shahid Irshad

Company Secretary

Mr. Mazhar Ali Khan

Head of Internal Audit

Mr. Waqar Hafeez - FCA

Audit Committee Mr. Saim Bin Saeed Chairman

Mr. Yasir Ahmed Awan

Member

Mr. Haroon Ahmed Zuberi

Member

Share Registrar

THK Associates (Private) Limited

Plot No. 32-C, Jami Commercial Street 2, DHA, Phase VII, Karachi - 75500, Pakistan.

UAN: (92 21) 111-000-322

Ph: (92 21) 35310183-84

Fax: (92 21) 35310191

601-602, Business Centre, Mumtaz Hassan Road, Off. I. I. Chundrigar Road, Karachi - 74000 Ph : (92 21) 32401373, 32413944

Company Website

https://www.sitaraperoxide.com.pk

Bankers

Al Baraka Bank (Pakistan) Limited Askari Bank Limited

Bank Alfalah Limited Faysal Bank Limited Habib Bank Limited MCB Bank Limited Meezan Bank Limited National Bank Limited Soneri Bank Limited

Standard Chartered Bank (Pakistan) Limited Bank Makramah Limited (BML)

United Bank Limited JS Bank Limited

First Women Bank Limited Bank Al Habib Limited

Habib Metropolitan Bank Limited

Head Office & Project Location 26 - KM Sheikhupura Road, Faisalabad.

Sitara Proxide Limited

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Ph : (92 41) 2600108, 2600747

Notice is hereby given that the Annual General Meeting ("AGM") of Sitara Peroxide Limited (the "Company") will be held on Monday, September 01, 2025 at 3:30 pm at Auditorium of Institute of Chartered Accountants of Pakistan, Chartered Accountants Avenue, Block-B, Clifton, Karachi in person and via video link, to transact the following business:

ORDINARY BUSINESS

1. To confirm the minutes of the Annual General Meeting held on November 21, 2024.

2. To receive, consider and adopt the Annual Audited Financial Statements of the Company for the year ended June 30, 2024 together with the Reports of Directors and Auditors thereon.

3. To appoint Auditors and to fix their remuneration for the year ending June 30, 2025. The present auditors, M/s. RSM Avais Hyder Liaquat Nauman, Chartered Accountants, have retired and being eligible, have offered themselves for re-appointment. The Board of Directors recommends, based on the recommendation of Board Audit Committee, appointment of M/s. RSM Avais Hyder Liaquat Nauman, as auditors for the ensuing year.

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

   By Order of the Board

   
   
   

   KARACHI Mazhar Ali Khan

   July 30, 2025 Company Secretary

   NOTES:

   CLOSURE OF SHARE TRANSFER BOOKS

   The Share Transfer Books of the Company will remain closed from August 26, 2025 to September 01, 2025 (both days inclusive). Transfers received in order at the office of Share Registrar M/s. THK Associates (Pvt.) Limited, Plot No. 32-C, Jami Commercial Street 2, D.H.A Phase VII, Karachi before the close of business on August 25, 2025 will be treated in time for the purpose to attend the Annual General Meeting of the Company.

   PARTICIPATION IN THE ANNUAL GENERAL MEETING.

   A member entitled to attend and vote at this meeting is entitled to appoint another person as his/ her proxy to attend and vote. Proxies in order to be effective must be received at Company's Share Registrar's Office M/s. THK Associates (Pvt.) Limited, Plot No. 32-C, Jami Commercial Street 2, D.H.A Phase VII, Karachi duly stamped and signed not less than 48 hours before the time of meeting.

   NOTICE OF ANNUAL GENERAL MEETING

   CDC ACCOUNT HOLDERS WILL HAVE TO FOLLOW FURTHER UNDER MENTIONED GUIDELINES

   AS LAID DOWN BY THE SECURITIES AND EXCHANGE COMMISSION OF PAKISTAN.

   1. For attending the meeting:

      1. In case of individuals, the account holders or sub-account holders and their registration details are uploaded as per the regulations, shall authenticate their identity by showing their original Computerized National Identity Card (CNIC), or Original Passport at the time of attending the meeting.

      2. In case of Corporate Entities, the Board of Directors' resolution/power of attorney with specimen signature of the nominees shall be produced (unless it has been provided earlier) at the time of the meeting.

   2. For appointing proxies:

      1. In case of individuals, the account holders or sub account holders and their registration details are uploaded as per the regulations, shall submit the proxy form as per the above requirements. The proxy form shall be witnessed by two persons whose names, addresses and CNIC numbers shall be mentioned on the form. Attested copies of CNIC or the passport of the beneficial owners and the proxy shall be furnished with the proxy form.

      2. In case of corporate entities, the Board of Directors' resolution/power of attorney with specimen signature of the person nominated to represent and vote on behalf of the corporate entity, shall be submitted (unless it has been provided earlier) along with proxy form to the company's registrar.

      3. Form of proxy is attached to the notice of meeting being sent to the members. Proxy Form may also be downloaded from the Company's website i.e. https://www.sitaraperoxide.com.

CONVERSION OF PHYSICAL SHARES INTO BOOK ENTRY FORM

The Securities and Exchange Commission of Pakistan (SECP) through its letter No.CSD/ED/Misc/2016-639-640 dated March 26, 2021 has advised the Listed Companies to adhere with the provision of the Section 72 of the Companies Act, 2017 (the Act) by replacing shares issued by them in Physical Form with the shares to be issued in the Book-Entry Form. Sitara Peroxide Limited (the "Company"), being a listed company is also required to comply with aforesaid provision of Act.

The shareholders of Sitara Peroxide Limited having physical folios/share certificates are requested to convert their shares from Physical Form into Book Entry Form as soon as possible. The shareholders may contact their Broker, a PSX Member, CDC Participant or CDC Investor Account Service provider for assistance in opening CDS Account and subsequent induction of the physical shares into Book Entry Form.

It would facilitate the shareholders in many ways including safe custody of shares, no loss of shares, avoidance of formalities required for the issuance of duplicate shares and readily available for sale and purchase in open market at better rates. The shareholders of Company may contact the Share Registrar and Transfer Agent of the Company, namely M/s. THK Associates (Pvt.) Limited, Plot no. 32-C, Jami Commercial Street 2, D.H.A Phase VII, Karachi for the conversion of Physical Shares into Book-Entry Form.

SUBMISSION OF COPIES OF CNIC NOT PROVIDED EARLIER

Individual Shareholders are once again reminded to submit a copy of their valid CNIC, if not provided earlier to the Company's Share Registrar, M/s. THK Associates (Private) Limited. In case of non-availability of a valid copy of the shareholders' CNIC in the records of the Company, the company shall withhold the dividend under the provisions of Section 243 of the Companies Act, 2017 and Regulation 6 of The Companies (Distribution of Dividend) Regulations 2017.

ELECTRONIC CIRCULATION OF ANNUAL REPORTS VIA EMAIL OR CD/DVD:

Pursuant to the provision of Companies Act, 2017, annual reports are being sent to the shareholders electronically (Email or CD/DVD).

However, shareholders who wish to receive hardcopy of Financial Statements shall have to fill the attached standard request form (also available on the company's website https://www.sitaraperoxide.com) and send at the Company's address.

The Company has made arrangements to ensure that all participants, including shareholders, can now participate in the AGM proceedings via video link. Those members who are willing to attend and participate in the AGM via video link are requested to register themselves by sending an email along with following particulars and valid copy of both sides of Computerized National Identity Card (CNIC) at reg.agm2024@sitaraperoxide.com with subject of 'Registration for AGM' not less than 48 hours before the time of the meeting:

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 3:15 p.m. on the date of AGM till the end of the meeting.

PLACEMENT OF FINANCIAL STATEMENTS:

The audited financial statements of the Company for the year ended June 30, 2024 have been placed at the Company's website: https://www.sitaraperoxide.com.

Members are requested to promptly notify any change in their addresses.

(On the overall performance of the Board u/s of Companies Act 2017)

Dear Shareholders,

It is my great pleasure to present the review report as mandated u/s 192 of the Companies Act, 2017, that I address the performance of Sitara Peroxide Limited ("Company" / "SPL").

The Management needs to perform efficiently and effectively towards the company and its shareholders with diligence, care and in the best interest of its shareholders. For this foresight is required for success.

Furthermore, restarting and running the operations in the profitable manner and with dividend's to the shareholders is of paramount importance. This we aim to achieve collectively and I am optimistic.

Overall performance of the Board

For the financial year that ended June 30, 2024, Board's overall performance and effectiveness has been assessed as satisfactory. The effectiveness of Board's role is of utmost important, specially the audit committee. Timely and decisive actions needs to be taken promptly where they were most needed.

As we move to address these critical challenges, it is clear that a reconstitution of the management team is imperative. We must reinvigorate our processes to ensure transparency and timely communication of all significant operational developments to the Board.

Rest assured, best possible efforts our being made.

July 30, 2025 Yasir Ahmed Awan

Lahore. Chairman

The board of directors of the company is pleased to present annual audited financial statements along with auditors report thereon for the year ended 30th June 2024.

Business and financial review

Financial year 2024 has been challenging again for the company in view of economic condition of the country and overall restructuring of the company. The main financial highlights of financial year under review are as follows.

The management of the company took austerity measures to reduce expenses, including finance cost, and paving the way for Balancing, Modernization and Replacement (BMR) of the plant & machinery for expansion and viable operation. During the transition phase of BMR, the management has been successful in reducing gross loss to Rs. 200.455 mln (including depreciation Rs 181.489 mln) as compared with last year Rs. 290.386 mln (including depreciation Rs 185.426 mln). Accordingly, the management succeeded in reducing net loss to Rs. 169.350 mln as compared with last year net loss of Rs 732.555 mln. Further, loss per share for current year reduced to Rs.3.07 in comparison with last year Rs.14.39.

Although the operation of plant remained shut down during the year, yet the necessary repair and maintenance of the plant and machinery was carried out.

Moreover, the management is moving forward to make the company debt free in the foreseeable future. A Settlement Agreement was signed on 29th December 2023 with UBL (Trustee of Sukuk Certificate Holders) with an agreed Settlement Amount Rs 167,160,603 along with future cost of fund with effect from October 1, 2023 till full and final payment of Settlement Amount on or before 30.06.2024 through export proceeds of Palladium catalyst from Askari Bank Limited. The management paid Rs 50,000,000 during the year ended 30.06.2024 and subsequently paid Rs 25,000,000 on 04.09.2024 through internal resources and got extension in settlement agreement on 10.10.2024 to make balance payment Rs 92,160,603 till 31.03.2025. Another extension in settlement agreement is being signed shortly to pay remaining balance Rs 92,160,603 on or before 31st October 2025 upon realization of export proceeds of another shipment of palladium catalyst. Accordingly, accrued rental component and deferred rental component amounting to Rs 296,696,690 will be waived off in terms of Settlement Agreement.

The management of the company also prepaid Rs 131.753 million out of Demand Finance Facility Rs

147.214 million during the year 30.06.2024 through earlier export proceeds of palladium catalyst and the management is under negotiation with the bank to pay remaining balance Rs 15.461 million along with cost of fund on or before 31.12.2025.

The company already made shipment of palladium catalyst valuing Euro 330,330 in December 2024 through UBL to ensure full and final adjustment of Settlement Amount upon realization of export proceeds in October 2025 and moving forward for complete BMR.

Marketing Overview

There is a great potential for the product of the company nationally and internationally. The company will be able to fetch back its share after completion of BMR of its plant & machinery. The Company has established a strong marketing and sale network to capture the maximum market share.

Board of Directors

During the year, three (3) Board meetings were held and attended as follows:

In 20th Annual General Meeting of the Company held on November 21, 2024. The Board of the Company consists of seven (7) directors, effectively representing interest of shareholders including minority stockholders. There are (4) non-executive directors, (2) independent director and one executive director. The independent director has been representing non-controlling/minority interests, while non-executive directors are possessing relevant industry experience. The status of directorship (independent, executive, nonexecutive) is indicated in the Statement of Compliance with the Code of Corporate Governance, issued by the Company. To ensure effective, efficient and independent decision making, the Board comprises of qualified professionals having knowledge, experience and expertise to run the affairs of the Company. In order to effectively monitor the Company's performance and keep its management accountable, the Board held three meetings.

The Board held three (3) meetings during the year, notices /agendas of which were timely circulated. The decisions made during the Board meetings were clearly stated in minutes of meetings maintained by Company Secretary and were duly circulated to all the directors for endorsement and were duly approved in the subsequent Board meetings. The meetings of the Board held during the year fulfilled minimum quorum requirements of attendance as prescribed by the applicable regulations and were also attended by Chief Financial Officer, the Company Secretary and Senior Financial Adviser (by invitation)

Audit Committee comprises of three non-executive directors with the Chairman being an independent non-executive director. The Internal Audit Department, being a key component of the Company's internal Control and risk governance framework, provides independent and objective evaluations on effectiveness of governance, risk management and control processes reporting directly to the Audit Committee.

Human Resource and Remuneration Committee comprise of two non-executive directors and one executive director with the Chairperson being a non-executive director.

Compliance with Corporate Governance

The Board emphasizes on maintaining high governance standards across the Company. Being collectively responsible for the Company's vision and strategic direction and its values, the Board is accountable for business performance and long-term success of the Company.

Within a framework of internal controls, the Board provides leadership necessary for the Company to meet its performance objectives and achievement of core values. Generally accepted best practices have been implemented in addition to stipulated criteria and voluntary standards, with demonstration of highest level of moral and ethical values, in addition to decision making based on honesty and responsibility in keeping with business sense, through a top-down approach, flowing downwards to all individuals either serving or closely associated with the Company.

Transparency in our operations and business decisions is prioritized with an equal importance to corporate accountability.

Corporate Governance exists at the very core of our policies for structuring, operating and controlling the Company with a view to achieve long term strategic goals to satisfy shareholders, creditors, employees, customers and the suppliers. Adherence to the best ethical practices and compliance with applicable legal and regulatory requirements is ensured in a manner that is environment and people friendly and supports the local community needs.

Understanding that good corporate governance is an essential prerequisite for the integrity and credibility of any company, building confidence and trust by ensuring fairness and accountability, we surpass the minimum legal requirements for good corporate governance. Our Board has laid down solid foundations, which are reviewed and updated periodically, of oversight and management of the Company, through establishing a clear division of responsibilities between the Chairperson and the Board, recognizing respective roles of the Board and Management and establishing an effective ethics and compliance framework.

As required under the Code of Corporate Governance, the Directors are pleased to state as follows:

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

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

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

• International Financial Reporting Standards, as applicable in Pakistan, have been followed in preparation of the financial statements and departures there from, if any, have been adequately disclosed.

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

• There are no significant doubts on the Company's ability to continue as a going concern.

• There has been no material departure from the best practices of Corporate Governance, as detailed in the Listing Regulations.

Pattern of Shareholding

The pattern of shareholding of the company is annexed. No trading was made in shares of the Company by its Directors, CEO, CFO, Company Secretary, their spouses and minor Children, except as disclosed in pattern of shareholding.

Employees Benefit Plan

The Company operates a non-funded defined benefit plan (gratuity scheme) for its permanent employees. The latest actuarial valuation was carried out on July 11, 2025.

Auditors:

The existing external auditors M/S RSM Avais Hyder Liaquat Nauman, Chartered Accountants, shall retire on the conclusion of 21st annual general meeting.

M/S RSM Avais Hyder Liaquat Nauman, Chartered Accountants have offered themselves for appointment as external auditors of the company for financial year ending June 30, 2025. The audit committee has recommended appointment of aforesaid M/S RSM Avais Hyder Liaquat Nauman, Chartered Accountants as external auditors of the company for the financial year ending June 30, 2025.

Future Outlook:

The management is making arrangement of funds for Balancing, Modernization and Replacement' (BMR) of the existing plant & machinery which will be financed through equity and/or loans from the shareholders of the company, with due support from the sponsor directors, financial institutions. The aforesaid funding will be utilized to import state of the art plant & machinery to complete BMR to enhance production capacity, bring in efficiency and improving yield resulting into significant reduction in the cost of production and competitiveness in the market.

Chief Executive Officer (CEO) has already given a loan of Rs. 387.879 million to the Company for the repayment of banks' loan and payments of operating expenses and other liabilities.

In view of the aforesaid actions and strategies, the management of the company is confident for the completion of BMR and viable operation of the company during 2026.

Acknowledgements:

The management of the company is thankful to the financial institutions, the shareholders, the suppliers, the dealers, the customers, , the employees who supported the company during this difficult time.

For and on behalf of the Board of Directors

HAROON AHMED ZUBERI IMRAN GHAFOOR

Director Chief Executive Officer

July 30, 2025

2025 JJ*30

ANNUAL REPORT 2024

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ANNUAL REPORT 2024

AS AT JUNE 30, 2024

Sitara Proxide Limited

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AS AT JUNE 30, 2024

NO trade in the shares of the company was carried out by its directors, CEO, CFO, Company Secretary and their spouses and minor children during the year 2023-2024.

Following person have shareholding of 5% and above in the company.