Transmission of Annual Financial Statements for the Year Ended June 30, 2025

Sui Norhem Gas Pipelines Limited

A N N U A L R E P O R T

Driven by Excellence

Powering Progress...

Cover Story

At Sui Northern Gas Pipelines Limited (SNGPL), being Driven by Excellence means continuously striving to enhance efficiency, integrity, and innovation across every facet of our operations. It reflects our unwavering commitment to upholding the highest standards of governance, transparency, and performance in an ever-evolving energy landscape.

The year 2024-25 was marked by resilience and challenges. Despite expanded regulatory framework, higher RLNG import obligations, a reduced rate of return determined by the Regulator, and broader macroeconomic pressures, SNGPL demonstrated strength of purpose-delivering the second-highest profit in its history, advancing operational agility,

and complying with its governance framework under the new State-Owned Enterprises (Governance and Operations) Act, 2023.

Our focus on digitization, safety, and efficiency continued to redefine industry benchmarks, reducing UFG to international standards. From precision-based gas measurement through TBS metering and advanced leakage detection to network modernization via GIS mapping and strategic infrastructure augmentation, we have continued to build a stronger, smarter, and more sustainable energy network for the nation.

Being Driven by Excellence also means standing firm amid challenges-pursuing a level playing field, financial stability, and policy reforms that secure the long-term viability of the energy sector. Through

steadfast engagement with the Ministry, the Regulator, and policymakers, SNGPL remains at the forefront of advocating equitable solutions to circular debt, surplus RLNG cargoes, pricing disparities, and evolving market liberalization.

And in doing so, we are Powering Progress-not only through the pipelines we lay but through the lives we impact. Every milestone achieved reflects our enduring commitment to national development, energy security, and service to millions of consumers across our franchise areas in Pakistan.

As we move forward, our vision remains clear: to blend excellence with innovation, resilience with responsibility, and progress with purpose-continuing to power Pakistan's journey toward a secure and sustainable energy future.

Annual Report 2025

Sui Northern Gas Pipelines Limited

Contents

04 Vision & Mission AUDITED FINANCIAL STATEMENTS

Driven by Excellence, Powering Progress... Annual Report 2025

Vision

To be the leading integrated natural gas provider in the region seeking to improve the quality of life of our customers

and achieve maximum benefit for our stakeholders by providing an uninterrupted and environment friendly energy resource.

Mission

A commitment to deliver natural gas to all doorsteps in our chosen areas through continuous expansion of our network, by

optimally employing technological, human and organizational resources, best practices and high ethical standards.

04 Sui Northern Gas Pipelines Limited

Core Values

COMMITMENT

We are committed to our vision, mission and to creating and delivering stakeholder value.

COURTESY

We are courteous - with our customers, stakeholders, and towards each other and encourage open communication.

COMPETENCE

We are competent and strive to continuously develop and improve our skills and business practices.

RESPONSIBILITY

We are responsible - as individuals and as teams -for our work and our actions. We welcome scrutiny, and we hold ourselves accountable.

INTEGRITY

We have integrity - as individuals and as teams - our decisions are characterized by honesty and fairness.

Driven by Excellence, Powering Progress... Annual Report 2025 05

Corporate Profile

Sui Northern Gas Pipelines Limited (SNGPL) was incorporated as a private limited company in 1963 and converted into a public limited company in January 1964 under the Companies Act, 1913 (now the Companies Act, 2017). It is listed on the Pakistan Stock Exchange Limited and classified as a State-Owned Enterprise under the State-

Owned Enterprises (Governance and Operations) Act, 2023.

At inception, the Company acquired the existing Sui-Multan system (comprising 217 miles of 16-inch

and 80 miles of 10-inch diameter pipelines) from the Pakistan Industrial Development Corporation (PIDC), and the Dhulian-Rawalpindi-Wah System (82 miles of 6-inch diameter pipeline) from Attock Oil Company Limited.

Commercial operations commenced with an average gas sale of 47 MMCFD across two regions-Multan and Rawalpindi-serving a total of 67 consumers.

Today, SNGPL stands as the largest integrated gas company in Pakistan, serving over 7.3 million consumers across North Central Pakistan

through an extensive transmission and distribution network spanning Punjab, Khyber Pakhtunkhwa, and Azad Jammu & Kashmir. With over 62 years of operational experience, the Company has developed robust capabilities in the operation and maintenance of high-pressure gas infrastructure. In addition to its core operations, SNGPL has expanded its role as an Engineering, Procurement, and Construction (EPC) contractor, undertaking the planning, design, and construction of pipeline projects for both internal and external clients.

Corporate Information

Mr. Muhammad Ismail Qureshi

Mr. Amer Tufail

Mr. Imtiaz Mehmood

Mr. Kamran Akram

Mr. Aamir Latif

M/s. A.F Ferguson & Co.,

Chartered Accountants

M/s. Surridge & Beecheno

CDC Share Registrar Services Limited (CDCSRSL)

Mezzanine Floor,

South Tower, LSE Plaza,

19-Khayaban-e-Aiwan-e-Iqbal, Lahore, Pakistan.

Tel: +92-42-36362061-66

Fax: +92-42-36300072

Website: https://www.cdcsrsl.com

Gas House

21-Kashmir Road, P.O. Box No. 56, Lahore - 54000, Pakistan.

Tel: +92-42-99082000 & 06

Fax: +92-42-99201369

Website: https://www.sngpl.com.pk

Management Committee

L to R Sitting:

Mr. Imran Yousaf Khan

SGM (Distribution South)

Syed Jawad Naseem

SGM (Sales)

Mr. Saqib Arbab

DMD (Operations)

Mr. Amer Tufail

Managing Director

Mr. Faisal Iqbal

DMD (Services)

Mr. Abdul Rauf Awan

SGM (Human Resources)

Mr. Taj Ali Khan

SGM (Distribution North)

L to R Standing:

Mr. Muhammad Riaz

Chief Information Officer

Mr. Khurram Ayyub Khan

SGM (Projects)

Mr. Muhammad Shuaib ur Rehman

SGM (Compression)

Mr. Kabeer Ahmad Tahir

SGM (Transmission)

Mr. Farrukh Majeed Bala

SGM (Engineering Services)

Mr. Shahid Mahmood Nisar

SGM (Procurement & Stores)

Mr. Imtiaz Mehmood

SGM (Corporate Affairs / Company Secretary)

Mr. Aamir Latif

(Head of Internal Audit)

Mr. Kamran Akram

(Chief Financial Officer)

Mr. Wasim Ahmed

SGM (Strategy & Compliance)

Driven by Excellence, Powering Progress... Annual Report 2025 07

Code of Conduct

SNGPL requires its entire staff both executive staff and subordinate employees, the observance of the highest ethical standards in the conduct of its business activities

to minimize the significant risk associated with non compliance. The policy on Business Principles and Ethical Risk is intended to assist

SNGPL staff in meeting the standards of professional and personal integrity expected and required of them.

SNGPL staff will act with integrity at all times, to protect and safeguard the reputation of the Company.

Contravention of this policy will be regarded as misconduct.

SNGPL will ensure that, through this policy and through other means of communication, all its staff is aware of the required standards, rules and regulations.

Following are certain specific guidelines in respect of the above.

Each staff member has a prime responsibility to the Company and is expected to avoid any activity that

could interfere with that responsibility. Staff should not engage in activities or transactions which may give rise to, or which may be seen to be giving rise to conflict between their personal interests and the interest of Company. Such conflict could arise in a number of ways and a number of situations.

The following paragraph outlines some specifically forbidden situations. This list is, however not exhaustive.

In case of doubt the advice of the Managements should be sought.

• SNGPL purchase equipment, material and services for various aspects of its operations. SNGPL staff members are forbidden from holding any financial interest, directly or indirectly in any organization supplying goods or services to the Company.

• SNGPL staff should not participate in any external activity that competes, directly or indirectly, with the Company.

• SNGPL staff should not participate in any outside business or activity that might interfere with their duties and responsibilities to the Company.

• No staff member should sell, lease or buy equipment, material or services to or from the Company except when as an employee it may be necessary in the normal course of his/her duties.

• Staff members are not permitted to conduct personal business activities on the Company's premises or to use Company facilities for such purpose.

• If a staff member has direct interest, indirect interest or family connections, with an external organization that has business dealings with SNGPL, details of such connections and interest should be fully disclosed to the Management.

• Staff members should disclose to the Management the details in respect of any relationship (s) with other staff members; and

• Staff members shall not perform any act or get involved in any situation that potentially could conflict with the principles outlined above.

Staff members should not keep or make copies of correspondence, documents, papers and records, list of suppliers or consumers without the consent of the Company. Company's information and records should be kept on Company premises only and unpublished information may be disclosed to external organization/ individuals only on "need to know" basis. In case of doubt in this regard, the Management's advice should be sought.

No contribution shall be made to any organization or to any individual who either holds public office or is a candidate for public office.

Staff members should not give or receive payments that are intended to influence a business decision or to compromise independent judgment; nor should any staff member receive money for having given Company

business to an outside agency. Payment of any nature to Government officials to induce them their duties is strictly prohibited.

All funds, assets, receipts and disbursements should be properly recorded in the books of the Company. In particular, no funds or accounts should be established or maintained for a purpose that is not fully and accurately reflected in the books and records of the

Company. Funds and assets received or disbursement should be fully and accurately reflected in the books and the records of the Company. No false or fictitious entries should be made or misleading reports pertaining to the Company or its operations should be issued.

SNGPL's relationships and dealings with Government officials, external agencies, parties and individuals should, at all times, be such the

SNGPL's integrity and its reputation would not be damaged if details of the relationship or dealings were to become public knowledge.

It is the responsibility of each SNGPL staff member to exercise good judgment so as to act in a manner that will reflect favorably on the Company and the individual. Staff member should only make statements to the media, speeches in public forums, or publish

articles in newspapers etc. with prior authorization. In a personal capacity also, due care should be taken while discussing the

Company performance or plans with outsiders. Staff members having questions on how to comply with this requirement should consult with the Management.

Every staff member should take reasonable care to ensure the health and safety of him/her self and others, who may be affected by his/her acts or omissions at work. Staff members should not tamper with or misuse any item provided by the Company to secure the safety,

health and welfare of its staff and for the protection of the environment.

Driven by Excellence, Powering Progress... Annual Report 2025 09

CODE OF CONDUCT

To preserve and protect the environment, all SNGPL staff members should;

• Design and operate the Company's facilities and processes so as to ensure the trust of adjoining communities.

• Promote resource conservations, waste minimization and the minimization of the release

  of chemicals/gas into the environment.

• Provide employees customers, supplies, public authorities and communities with appropriate information for informed decision making; and

• Strive continuously to improve environmental awareness and protection.

The use of alcohol in any form is prohibited on all company locations/ premises. Similarly, the use of drugs, except under medical advice, is prohibited on all company locations/ premises.

Any staff member arriving at a work place under the influence of alcohol or drugs will not be permitted to enter the premises and will be liable to disciplinary action.

All forms of gambling/betting on the Company's premises are forbidden.

No employee shall seek accept or permit himself/herself or any

member of his/her family to accept

any gift or favor, the receipt of which will place him/her under form of official obligation to the donor. As part of building relationship with consumers, suppliers, etc. staff members may receive occasional gifts provided that the gift is of nominal value (e.g. pen, Notepads, calendars, diaries, key chains or such promotional material) and the gift

is neither intended nor perceived by others to be intended to improperly influence business decision.

SNGPL staff will maintain an environment that is free from harassment and in which all employees are equally respected. Workplace harassment is defined as any action that creates an intimidating, hostile or offensive work environment. Such actions include, but are not limited to, sexual harassment, disparaging comments based on gender, religion race or ethnicity.

SNGPL co-operates fully with all governmental and regulatory bodies and is committed to high standards of corporate governance. We comply fully with our obligations under the Listing Rules of the Pakistan Stock Exchange Limited.

• All information and explanations supplied to the auditors must be complete and not misleading.

• SNGPL will not knowingly assist in fraudulent activities (e.g. tax evasion, etc.). If one has any reason to believe that fraudulent activities are taking place (whether within the company

  or by others with whom the company has business), one must report it to the concerned departmental head immediately.

• All the financial transactions will remain within the ambit of Memorandum of Association

and Articles of Association of the Company.

Driven by Excellence, Powering Progress... Annual Report 2025 11

Present Board of Directors

MR. MUHAMMAD ISMAIL QURESHI

Chairman - Board of Directors

Mr. Muhammad Ismail Qureshi, was last Rector of National School of Public Policy (NSPP), Pakistan's premier institute of public-servants' training and education till December, 2016. He has over 40 years of experience in public service and development. He served in many high positions in the Government of Pakistan including: Secretary, Establishment Division / Chairman, Board of Trustees, Federal Benevolent Fund & Group Insurance, Secretary, Ministry of Water and

Power; Secretary, Ministry of Food, Agriculture and Livestock; Additional Finance Secretary (External Finance and Policy), Ministry of Finance, Trade Minister, Embassy of Pakistan; Paris; Director General, Lahore Development Authority; Additional Secretary Finance Department, Govt. of Punjab; Secretary Health and Population, Govt. of Punjab; Commissioner Sargodha Division.

Mr. Qureshi has been Alternate Governor, Multilateral Investment Guarantee Agency (MIGA), World Bank; Permanent Member, National Commission for Human Development (NCHD); and Member, General Body, Pakistan Poverty Alleviation Fund (PPAF). He has been Chairman of Board of Directors of the International Centre For Integrated Mountain Development (ICIMOD), a regional inter governmental agency for the Mountainous Regions of China, India, Bangladesh, Afghanistan, Myanmar and Pakistan under a UN charter to make this critical region greener, more inclusive and climate resilient. He also served as Vice Chairman

of the Council, a governing body of the Food & Agriculture Organization (FAO) of the U.N. He was also a member of Pay and Pension Commission (2010) Government of Pakistan. He also led Government of Pakistan

delegation in Pak-India water dispute and has been a member of Pakistan delegation on WTO's Doha Development Round negotiations in Geneva and Hong Kong. He has also been Chairman of Board of Governors, NESPAK (National Engineering Services Pakistan), and Director on the Board of Habib Bank (2nd largest bank in Pakistan) and has served for several years on Board of Governors of Lahore University of Management Sciences (LUMS) and National College of Arts (NCA). He is currently member of Pakistan Cricket Board (PCB). He initiated project of establishing Pakistan Institute of Fashion and Design (PIFD)

with the assistance of French designer Olivier Lapidus and French School of Fashion, Paris during his stay in France. He is presently Convener of the Search Committee to select Vice Chancellors of Punjab Public Sector Universities.

Mr. Qureshi was born in Sargodha, has Law and Master Degree and Post Graduation in Development Administration from the University of Birmingham UK. He has also been associated with many philanthropic organizations.

MR. AMER TUFAIL

Managing Director / CEO

An accomplished Chartered Accountant and Certified Director currently leading Sui Northern Gas Pipelines Limited (SNGPL), as its Managing Director. Mr. Tufail commands over 33 years of diversified, global leadership experience spanning the public, private, and multilateral sectors. He is an expert in large-scale public sector restructuring, privatization, and institutional capacity building. His hands-on expertise has driven complex transformations across multiple nations. Tufail's influence extends to national governance through service on prestigious boards and impactful co-authored publications for the World Bank and Asian Development Bank.

Core Competencies and Global Impact:

• Global Public Sector Transformation: Spearheading major initiatives in privatization, unbundling, corporatization, and institutional strengthening across multi-national environments.

• Strategic Financial Acumen: Applying deep expertise in financial services, audit, and consultancy, forged through roles with major international banks, including Chase Manhattan and the Bank of Tokyo.

• Utility & Operational Leadership: Directing SNGPL's strategic roadmap, ensuring sustained growth, innovation, and operational excellence for a vital national utility.

• Complex Program Integration: Successfully orchestrating high-stakes organizational mergers, notably overseeing the complex integration of eleven independent municipalities into the unified City of Ottawa, Canada.

• Corporate Governance: Providing strategic oversight as a Certified Director on boards spanning academia (LUMS), energy (Pakistan Institute of Petroleum & NPPMCL), and professional standards (ICAP).

  Selected Leadership and Governance Board Service (Current & Past):

• Lahore University of Management Sciences (LUMS)

• Pakistan Institute of Petroleum

• Public Sector Committee of the Institute of Chartered Accountants of Pakistan

• National Power Parks Management Company (Overseeing Balloki & Haveli power plants)

• Pakistan Cricket Board (PCB)

  Published Thought Leadership:

• "Impact Analysis of Privatisation in Pakistan" (Co-authored and published by the Asian Development Bank).

• "Corporatisation, Leasing and Securitization in the Road Sector, China" (Co-authored and published by the World Bank).

Driven by Excellence, Powering Progress... Annual Report 2025 13

PRESENT BOARD OF DIRECTORS

MR. AHMED CHINOY H.I, S.I

Director

Mr. Ahmed Chinoy, H.I, S.I is an elected Director on the Board of Sui Northern Gas Pipelines Limited and Pakistan Stock Exchange Limited (PSX). He is the Managing Partner of Arch Group of Companies and is engaged in overseeing various businesses such as security investments, textiles, real estate and poultry farming.Mr. Chinoy is qualified from Institute of Cost & Management Accountants of Pakistan (ICMAP) and holds a graduate degree in Commerce from University of Karachi. He is also a certified director from Pakistan Institute of Corporate Governance.

Mr. Chinoy is a prominent business and social figure in Pakistan. He has served the society in different capacities in the areas of corporate affairs, business, education, health, crime prevention and other social services and has rendered invaluable services to the nation in these fields. He

has successfully served as Chief of Citizen Police Liaison Committee, Sindh (a citizens' body for prevention of crimes) from the year 2010 to 2015. He has also been actively serving on the Boards of various

hospitals and educational institutions and has been heading the Memon Community as the President of All Pakistan Memon Federation. He has also served several times on the Managing Committee of Federation of Pakistan Chamber of Commerce & Industry and has also remained as Chairman of Pakistan Cloth Merchants' Association (the apex body of textile exporters). For his services to the people of Pakistan, he has been awarded prestigious national awards of Hilal-e-Imtiaz (H.I.) and Sitara-e-Imtiaz (S.I.).

Mr. Chinoy is nominated by PSX to serve as Director on the Boards of Central Depository Company of Pakistan Limited, National Clearing Company of Pakistan Limited and Pakistan Mercantile Exchange Limited. In addition, he also serves on the boards of various private and social institutions.

MR. ARIF SAEED

Director

Mr. Arif Saeed graduated from the University of Oxford. He is currently the Chairman of Service Global Footwear Limited and Chief Executive of Service Industries Limited. He also serves as the Chairman of Engineering Development Board (EDB) and Director on the Board of

Service Long March Tyres (Private) Limited as well as Servis Foundation.

He has been the CEO of Dar Es Salaam Textile Mills Limited. He was the founding Chairman of Quaid-e-Azam Solar Power (Private) Limited, Quaid-e-Azam Thermal Power (Private) Limited and the National Power Parks Management Company (Private) Limited which successfully set up four leading power projects in the public sector. Mr. Saeed serves on

the governing board of Aitchison College and is currently the President of Pakistan Olympic Association. He has been Chairman of the All Pakistan Textile Mills Association (APTMA) as well as the Lahore Stock Exchange. He is also serving as Independent Director on the Board of SNGPL.

MS. FAARIA REHMAN SALAHUDDIN

Director

MR. JAWAD PAUL KHAWAJA

Director

Faaria Rehman Salahuddin is a senior executive with over 28 years of diversified experience across banking, academia, and entrepreneurship. Her career spans leadership roles at leading institutions including ANZ Grindlays, Standard Chartered Bank, Habib Bank Limited, United Bank Limited, Bank Alfalah Limited, and the Lahore University of Management Sciences (LUMS). More recently, she has combined her corporate expertise with her entrepreneurial spirit as the owner and manager of a heritage boutique homestay in Lahore.

Faaria specializes in organizational transformation, with a proven record of driving turnarounds through strategic realignment and cross-functional synergy. Her extensive experience in both corporate and retail banking-across operational and credit management domains-enables her to bridge functional divides within organizations. She is recognized for fostering cohesive teams, reshaping organizational culture, and inspiring innovation and creativity.

Currently, Faaria serves as Director Advancements at Aitchison College, Lahore, while also providing consultancy services to a range of individuals, institutions, and business ventures. She sits on the Boards of Directors for Avanceon Ltd. (https://www.avanceon.ae), JazzCash Pvt Ltd (https://www.jazzcash.com. pk), Sui Northern Gas Pipelines Ltd (https://www.sngpl.com.pk), Dubai Islamic Bank (https://www.dibpak.com), and Ellcot Spinning Mills (Nagina Group) (www. nagina.com). In addition, she serves as a Member of the Financial Aid Committee at LUMS (https://www.lums.edu.pk), and as an Advisor to both the Lahore Biennale Foundation (https://www.lahorebiennale.org) and the Walled City of Lahore Authority (https://www.walledcitylahore.gop.pk).

In 2018, she successfully restored a mid-20th-century property, launching it as a heritage boutique homestay under the name WUSAAQ-a project that has since become a benchmark for heritage preservation and hospitality in Pakistan. Her deep appreciation for culture and history is further reflected in her active patronage of the arts and long-standing association with the country's foremost art institutions.

Faaria holds an MBA from the Lahore University of Management Sciences (LUMS) and was awarded the Rotary International GSE Professional Scholarship to Bavaria, Germany. Over the years, she has also held strategic advisory and board positions with numerous organizations, including the Allama Iqbal Medical College & Jinnah Hospital (AIMC/JH), Services Institute of Medical Sciences (SIMS)/Services Hospital, Dairy Rural Development Foundation (DRDF), LUMS Financial Aid and National Outreach Program (NOP), Management Association of Pakistan (MAP), and the Pakistan Fashion Design Council (PFDC).

Mr. Jawad Paul Khawaja has been serving as a civil servant for almost 3 decades in the areas of public service delivery, administration and management, currently serving as Federal Secretary Commerce in the Government of Pakistan.

Mr. Khawaja holds fellowship of Chevening (2009) and Eisenhower (2017) and holds an L.L.M. from the University of Warwick, an M.B.A. from Lahore University of Management Sciences, and a B.Sc. - Electrical Engineering from the University of Engineering and Technology, Lahore.

Some of his notable assignments have been Registrar - Supreme Court of Pakistan, Secretary Privatization, Secretary - Council of Common Interests, Additional Secretary - Prime Minister's Office, Chief Commissioner - Islamabad Capital Territory, Joint Secretary - Prime Minister's Office, Joint Secretary - Establishment Division, Director

- Pakistan Telecommunication Authority and those as an Assistant Commissioner in various districts of Punjab and Balochistan.

Driven by Excellence, Powering Progress... Annual Report 2025 15

PRESENT BOARD OF DIRECTORS

MR. MOMIN AGHA

Director

MR. OSMAN SAIFULLAH KHAN

Director

An officer of Pakistan Administrative Services, Mr. Agha has rich professional experience, spanning over 27 years, including senior level administrative and managerial as well as leadership responsibilities. These include Commissioner Faisalabad Division and secretary of various provincial departments and Additional Chief Secretary. At

the federal level, he has served at Ministry of Interior and Ministry of Industries and Production. Presently, he is serving as Secretary, Ministry of Energy (Petroleum Division).

Mr. Agha has obtained a master's degree in globalization & labour studies from University of Warwick, United Kingdom. He also did his bachelor's in business administration from University of Texas, Austin, United State of America.

He has the distinction of serving in various capacities and dealing with administration, establishment, litigation, budgetary and financial

domains of key ministries/ organizations as well as those of companies / corporations, authorities and autonomous institutions.

He is also member of the boards of various public sector companies, including Pakistan Petroleum Limited, Mari Petroleum Company Limited, Government Holdings (Private) Limited and Pak Arab Refinery Company.

Mr. Osman Khan currently serves as the Vice Chairman of the Saif Group, a diversified industrial and services conglomerate headquartered in Islamabad. Mr. Khan joined the Saif Group in 1995, and has held a variety of strategic and operating roles with the Group since that time. He serves as the Chairman of Saif Holding Ltd, the Group's holding company, as well as of the Group's textile manufacturing businesses. Osman Khan was formerly Chief Executive Officer of Sky Electric Pvt. Ltd, Pakistan's fastest growing solar company, and currently serves on the Board of Directors of the company. Mr. Khan is associated with various industry advocacy platforms and is a member of the Pakistan Business Council (PBC). He has served on the Advisory Committee to the Planning Commission of Pakistan, served as a member of the Policy Board of

the Securities and Exchange Commission of Pakistan (SECP) and is a member of the governing body of the Ghulam Ishaq Khan Institute of Engineering Sciences (GIK).

Mr. Osman Saifullah Khan was elected unopposed to the Senate of Pakistan in March 2012 for a six-year term and represented the

Federal Capital Islamabad. He was Chairman of the Senate Standing Committee on Science & Technology and a member of the Senate Special Committee on China Pakistan Economic Corridor (CPEC).He also served on three other Senate Committees: (i) Finance (ii) Information Technology & Telecommunications and (iii) Rules & Privileges. Senator Khan was the mover of the private member's bill, the Domestic Workers (Employment Rights) Bill 2015, passed by the Senate on March 7, 2016. His term in the Senate ended in March of 2018.

Osman Khan has a Master's degree in Engineering, Economics and Management from Christ Church, University of Oxford (1995), where he was a Britannia Scholar and a Masters degree in Business Administration (MBA) from the Graduate School of Business, Stanford University (2009).

MR. USMAN AHMED CHAUDHRY

Director

MR. SAJJAD AZHAR

Director

Mr. Usman Ahmed Chaudhry is a senior civil servant from Pakistan Administrative Service having more than 25 years of diverse and rich professional experience. Currently, he is serving as Additional

Secretary, Ministry of Energy (Petroleum Division). He has held several key positions in the government including, among others, the Special Secretary/Finance Secretary Punjab, Special Secretary to Chief Minister Punjab, District Co-ordination Officer in Attock and Bahawalnagar and Programme Director, Punjab Resource Management Programme.

He has also worked extensively with bi-lateral and multi-lateral agencies during his career and these include Foreign, Commonwealth and Development Office (FCDO) of UK Government, the World Bank, Asian Development Bank and UNDP. He recently served as the Team leader for the FCDO-funded £31 million Subnational Governance Programme (SNG) in Punjab and was instrumental in driving transformative reforms in the areas of public finance, governance and public policy. He has also

worked in South Sudan where he supported the government in policy and institutional reforms.

Mr. Usman Ahmed Chaudhry completed his BSc in Electrical Engineering from University of Engineering & Technology, Lahore. He also holds a Master in Public Policy (Specialization in Development Policy) degree from Australian National University, Australia. He is currently pursuing his PhD in Public Policy as well.

Mr. Sajjad Azhar is an experienced civil servant from Inland Revenue Service of Pakistan (28th Common Training Programme), having more than 22 years of experience in public financial management. He has served as Commissioner Inland Revenue and Additional Commissioner Inland Revenue in various field formations across Pakistan under Federal Board of Revenue.

In addition to his experience of Inland Revenue policy and administration,

Mr. Sajjad Azhar has also served on various important assignments in the Federal Secretariat. He has worked as Joint Secretary (Budget), Ministry of Finance, dealing with federal budget formulation, fiscal management, Treasury and Cash management etc. His other assignments include his incumbency as Joint Secretary (Medium

Enterprises Development), Ministry of Industries and Production, where he supervised SME policy formulation and implementation, restructuring of small and medium level SOEs, international linkage creation etc.

Presently, Mr. Sajjad Azhar is serving as Joint Secretary (Corporate Finance), Ministry of Finance dealing with the financial and corporate affairs of SOEs of various sectors including petroleum, power, minerals, aviation etc.

Mr. Sajjad Azhar has also worked as Executive District Officer (Finance & Planning) under the District Governments' devolution plan, thus having worked on provincial and local governments' revenue streams and expenditures, project planning and financing etc.

Mr. Sajjad Azhar, holds a Master's degree in English and a bachelor's in Law from University of the Punjab. He is a graduate of Civil Services Academy, National Institute of Management/National School of Public Policy.

Mr. Sajjad Azhar has attended a number of international seminars, workshops, visits etc. on various topics of public financial management.

Driven by Excellence, Powering Progress... Annual Report 2025 17

PRESENT BOARD OF DIRECTORS

MR. SAADAT ALI KHAN

Director

MR. TARIQ IQBAL KHAN

Director

Saadat Ali Khan has an impressive tenure of over 37 years at Sui Northern Gas Pipelines Limited (SNGPL), he served in various capacities throughout his career. Having started in the organization, he displayed his skills and expertise, which led him to assume key leadership roles.

At SNGPL, Saadat held the position of Acting General Manager (Administration), he efficiently managed functions within the company. During his tenure as General Manager (Retail Sales), he played a pivotal role in enhancing sales strategies, customer engagement, and overall operational efficiency.

Ultimately, he retired as the General Manager (HR) in October 2010, leaving behind a legacy of successful human resource management within the organization. Throughout his career, he demonstrated a keen understanding of the importance of fostering a positive work culture, employee development, and talent acquisition to drive organizational success. Saadat Ali Khan also served as the Chief Manager of SNGPL Cricket Team for five years.

Mr. Tariq Iqbal Khan is a fellow member of Institute of Chartered Accountants of Pakistan, with diversified experience of more than 41 years. He was pivotal in founding Islamabad Stock Exchange where he subsequently served as President as well. He has also served as the Member Tax Policy & Co-ordination in the Central Board of Revenue, followed by being appointed as Commissioner SECP, where he was instrumental in restructuring the SECP. He also held the charge of Chairman SECP (acting) for a brief period. He served on prominent national level committees like Committee for formulation of Takeover law. CLA Committee for review of Securities & Exchange Ordinance 1969, Committee for formulation of CDC law & regulations and Prime Minister's Committee for Revival of Stock Market. He served as the Chairman and MD of NIT for more than 8 years, which played the role of a catalyst

in establishing, strengthening and stabilizing the capital markets. Additionally, during this period, he held the charge of Chairman & MD of ICP, for almost 5 years. He has served on Boards of the top companies like CDC, Faysal Bank Limited, Bank Al-Habib Limited, GSK, ICI, Siemens and Packages etc. He has remained Chairman of Attock Refinery Limited, Sui Northern Gas Pipelines Limited, K.P. Energy Board, KPOGCL and Audit Oversight Board. Presently he is a member on the Boards of National Refinery Limited, Packages Limited, Silk Bank Limited, Interloop Limited and Pakistan Oilfields Limited. Presently he is also serving as Chairman of Packaged Converters Limited.

CHIEF FINANCIAL OFFICER & SGM (CA) / COMPANY SECRETARY

MR. KAMRAN AKRAM

Chief Financial Officer

MR. IMTIAZ MEHMOOD

SGM (CA) / Company Secretary

Mr. Kamran Akram is the Chief Financial Officer of Sui Northern Gas Pipelines Limited (SNGPL) since March 2024. His professional career spans over 25 years, marked by a deep understanding of Pakistan's energy sector and extensive experience in financial management, regulatory affairs, taxation, internal controls, and strategic planning.

Mr. Akram began his career with KPMG, where he gained comprehensive exposure to audit and taxation across diverse industries. He later

joined the Oil and Gas Regulatory Authority (OGRA), where he played a pioneering role in developing the first revenue requirement framework for the gas utilities, a milestone that shaped the regulatory landscape of Pakistan's natural gas sector.

He subsequently joined Sui Northern Gas Pipelines Limited as a Senior Accountant, steadily rising through the ranks to his current position as Chief Financial Officer. Over the years, he has led key initiatives in utility rate-making, budgeting, capital project management, and regulatory compliance, contributing significantly to SNGPL's financial stewardship and operational sustainability.

Mr. Akram is a Fellow Member of the Institute of Chartered Accountants of Pakistan (ICAP).

With an illustrious career spanning over three decades, Mr. Imtiaz Mehmood is a seasoned professional with profound expertise in Accounts, Finance, Funds, Corporate, and Media Affairs. Throughout his distinguished career, he has consistently demonstrated exceptional leadership, strategic insight, and a deep commitment to organizational excellence.

Before assuming his current role as Company Secretary, Mr. Mehmood rendered outstanding services in several key positions, including Chief Accountant (Head Office), Secretary Funds, and Deputy Company Secretary. His versatility and leadership acumen were further reflected during his tenure as head of the Media Affairs Department for over a year and a half, where he successfully managed complex corporate communication functions with distinction.

A Fellow Member of both the Institute of Cost and Management Accountants of Pakistan (ICMAP) and the Pakistan Institute of Public Finance Accountants (PIPFA), Mr. Mehmood also holds an MS in Business Administration (Management). He has further strengthened his corporate governance credentials through the Directors Training Program from Lahore University of Management Sciences (LUMS).

Mr. Mehmood possesses in-depth knowledge of the SOE Act & Policy 2023 and has shared his expertise as a Guest Speaker at the National School of Public Policy (NSPP), delivering insightful lectures on Reporting & Disclosure for the Directors Training Program under the said Act.

His unwavering commitment to professional growth is reflected in his participation in numerous national and international training programs, workshops, and conferences. Beyond his professional responsibilities, Mr. Mehmood also serves as President of the Company's Sports Steering Committee, demonstrating his multifaceted leadership and passion for employee engagement and well-being. Additionally, he has made valuable contributions as Chairman of the Technical Support Committee at the Lahore Branch Council of ICMAP.

Driven by Excellence, Powering Progress... Annual Report 2025 19

DEPUTY MANAGING DIRECTORS

MR. FAISAL IQBAL

Dy. Managing Director (Services)

MR. SAQIB ARBAB

Dy. Managing Director (Operations)

Mr. Faisal Iqbal, Deputy Managing Director (Services), is a distinguished Chartered Accountant from the Institute of Chartered Accountants of Pakistan (ICAP). With an exemplary career spanning over three decades, Mr. Iqbal is widely respected for his strategic foresight, operational excellence, and steadfast commitment to corporate governance and innovation.

A consummate professional with an unwavering focus on results, Mr. Iqbal has held several pivotal roles within the organization, including Chief Financial Officer, Head of Internal Audit, and Head of IT, Finance, and Billing. In each capacity, he has been instrumental in conceptualizing and executing transformative initiatives that have significantly enhanced operational efficiency, financial transparency, and stakeholder value.

His visionary leadership has been central to the successful implementation of digital transformation projects, working capital optimization frameworks, and cost rationalization strategies-efforts that have collectively reinforced the organization's competitive edge and longterm sustainability. His ability to lead cross-functional teams and align financial discipline with strategic goals has positioned him as a trusted and dynamic leader within the company's senior management.

Mr. Iqbal's core strengths lie in financial management and corporate restructuring; however, his expansive portfolio also includes substantial experience in supply chain optimization and the resolution of complex legal and regulatory matters. His multidisciplinary expertise enables him to navigate challenges with agility and insight, contributing significantly to the organization's resilience and growth.

Before joining SNGPL, Mr. Iqbal enriched his professional journey with notable tenures at the Kohinoor Group and A.F. Ferguson & Co.-a member firm of PricewaterhouseCoopers (PwC)-where he refined his analytical skills and developed a deep understanding of financial, operational, and risk management strategies.

Adding to his distinguished credentials, Mr. Faisal Iqbal is a certified Director, having successfully completed the Directors Training Program conducted by ICAP. His governance knowledge and ethical

leadership continue to set high standards for corporate stewardship and accountability.

Mr. Saqib Arbab, Dy. Managing Director (Operations) is an esteemed engineer, holding a master's degree in Power Systems Engineering and a bachelor's degree in Electrical Engineering. With around 31 years of extensive experience in senior management roles, his career includes distinguished positions such as Senior General Manager (Distribution North), Senior General Manager (Business Development), General Manager (Peshawar Region), General Manager (Coordination).

Mr. Arbab is a distinguished leader in his field, renowned for his pivotal role in managing and reducing Unaccounted for Gas (UFG) at SNGPL.

His strategic initiatives have successfully aligned UFG levels within the permissible benchmark. He has spearheaded the integration of advanced technologies, including IoT devices and Geographical Information Systems (GIS), with gas systems to enhance UFG control.

As the architect behind the design and development of a substantial portion of SNGPL's distribution networks, Mr. Arbab has consistently introduced and implemented concepts such Digitization (Mapping) of network, bifurcation of large regions, isolation of looped SMSs and Industrial Clusters, SCADA Integrations of Industrial Consumers and installation of Cyber locks on CMS for real time monitoring, control

and visibility significantly enhancing the efficiency and accuracy of the distribution network design.

Mr. Arbab's unwavering dedication, innovative approach, and profound expertise continue to drive SNGPL towards operational excellence and technological advancement, solidifying his reputation as a visionary leader in the energy sector.

Driven by Excellence, Powering Progress... Annual Report 2025 21

Corporate Governance

642nd Board Meeting in progress

Good business is grounded in the principles of sound corporate

governance. Since its inception, the Company has achieved sustained success by upholding these principles. The Company's primary objective is to protect the interests of all stakeholders through ethical, fair, and transparent business practices.

The Board of Directors is committed to full compliance with the applicable corporate governance framework.

In this regard, the Board has adopted transparent procedures and methodologies, which are

continuously monitored and reviewed through robust internal controls.

The Company ensures adherence to all relevant legal and regulatory frameworks, including but not limited to the Companies Act, 2017; the State-Owned Enterprises (Governance and Operations) Act,

2023; the Listed Companies (Code of

Corporate Governance) Regulations, 2019; regulations of the Pakistan Stock Exchange Limited; and the financial reporting framework prescribed by the Securities and Exchange Commission of Pakistan (SECP).

The Board provides strategic direction aimed at sustainable growth, while exercising effective oversight to ensure the

implementation of comprehensive corporate governance practices. All periodic financial statements and working papers intended for consideration by the Board and its committees are circulated to the

Directors well in advance of meetings, in accordance with the timelines prescribed under the law, except

in the case of emergent meetings. This ensures that the Directors have adequate time for informed and prudent decision-making.

Minutes of the Board and committee meetings are prepared and circulated within the legally prescribed timeframe, following clearance from the respective Chairman.

The Chairperson of the Board and the Chairman of the Board Audit Committee are Independent Non-Executive Directors. The Board comprises individuals with diverse

and extensive experience in business, finance, and international affairs.

This collective expertise significantly contributes to effective decision-making and managerial oversight. The Board members play a pivotal role in upholding corporate accountability

by promoting fairness, transparency, and independence in all deliberations and decisions. To ensure focused oversight and strategic input, the Board has constituted the following five committees:

1. BOARD AUDIT COMMITTEE;
2. FINANCE, PROCUREMENT & BUSINESS DIVERSIFICATION COMMITTEE;
3. HUMAN RESOURCE, REMUNERATION & NOMINATION COMMITTEE;
4. RISK MANAGEMENT & UNACCOUNTED FOR GAS (UFG) CONTROL COMMITTEE; AND
5. IT/DIGITIZATION COMMITTEE.

These committees are composed of Directors selected based on their professional expertise and experience, ensuring a well-rounded and competent governance structure. Each committee provides in-depth analysis and recommendations on key strategic matters within its mandate, thereby supporting the Board in discharging its duties effectively.

Details regarding the names, designation, categories (Executive, Non-Executive, Independent), and attendance of the Board members at meetings held during the year are provided below:

* Held during the period the concerned Director was member of the Board of Directors.

Driven by Excellence, Powering Progress... Annual Report 2025 23

CORPORATE GOVERNANCE

1Introduction

The primary purpose of the BAC is to assist the Board in fulfilling its responsibility for oversight of the quality and integrity of the

financial reporting, internal control, risk management and corporate governance practices of the Company. It may also have such other duties as may from time to time be assigned to it by the Board.

2

Composition of the Board Audit Committee

3

Meetings and Attendance

without the Chief Financial Officer and the external auditors being present.

4

Roles and Responsibilities of the BAC

5

Relationship with External Auditors

the Companies Act 2017, SOE laws and the applicable Code of Corporate Governance rules and regulations.

Driven by Excellence, Powering Progress... Annual Report 2025 25

CORPORATE GOVERNANCE

6

Relationship with Internal Audit Department (IAD)

1. approve the Internal Audit Charter;

2. approve the Internal Audit Manual;

3. approve the Risk Based Annual Internal Audit Plan;

4. review and recommend the internal audit budget and resource plan;

5. receive communications from the Head of Internal Audit on the internal audit activity's performance relative to its

   plan and other significant audit matters;

6. make appropriate inquiries of Management and Head of Internal Audit to determine

   whether there is inappropriate scope or resource limitation;

7. monitor conformance with IIA standards and best practices by the Internal Audit through Internal and External Assessments under Quality Assurance and Improvement Program; and

8. oversee the independence of Internal Audit and ensuring its complies with the ethical requirements.

The composition of the Board Audit Committee, category, detail of meetings and Directors' attendance are given below:

* Held during the period the concerned Director was member of the Board Audit Committee.

1Procedure:

1. Number of Members:

   Five to seven members (5-7)

2. Quorum will be three members.

3. The Committee shall meet as frequently as required.

2

Objectives and Responsibilities

1. The Purpose of the Finance, Procurement & Business Diversification Committee is to have an oversight function with respect to financial operations by balancing short- and long-term obligations and goals and to oversee transparency in financial & procurement transactions including compliance with policies and procedure as well as dealing with the suppliers.

2. The scope shall inter alia include as per the prescribed financial limit by the Board:

   1. To review the Strategic Business Plan, investment proposals, policies prepared in pursuit

      of the corporate objective of the Company and make

      recommendations to the Board for approval.

   2. To review contracts of strategic nature that may have a material impact on the Company's operations and sustainability and make recommendations to the Board for approval.

   3. To review the financial position of the Company and apprise the Board of Directors in the matters which may significantly

      
      
      

      impact the financial condition or operations of the Company.

   4. To review the Operating and Capital Budgets, Revenue Requirements and recommend to the Board of Directors for approval including performance evaluation of its utilization.

   5. To examine the Budgetary and Operating limits of authority and recommend to the Board any deviation or any enhancement thereof.

   6. To review the contracts or purchase orders including civil works and purchase of land alongwith cost benefit analysis exceeding the financial authority of the Managing Director and make recommendations to the Board for approval.

   7. To review and recommend to the Board procurement timelines for goods and services including practices, and strategies to strengthen, streamline and speed-up the procurement process and ensure that the procurement process achieves value for money in delivering the corporate strategy and strategic priorities.

   8. To review the financing strategies including borrowing plans by assessing the requirements

      with respect to various available options and make recommendations to the Board for approval.

   9. To review the Company's policies and procedures for the procurement of goods, and services on the

      Driven by Excellence, Powering Progress... Annual Report 2025 27

      CORPORATE GOVERNANCE

      recommendations of the management for bringing improvement thereof.

   10. Re-appropriation of Capital and Revenue Budget as proposed by the Management.

   11. Where there is a perceived overlap of responsibilities between the Finance, Procurement & Business Diversification Committee, the Risk Management & UFG Control Committee and the Board Audit

       Committee, the respective Committee Chairmen shall have the discretion to agree the most appropriate Committee to fulfill any obligation.

   12. Assess and recommend to the Board the potential opportunities for diversifying the company's business portfolio, including expansion into new markets, industries, or product/services.

   13. Any other matter entrusted by the Board of Directors.

05 Mr. Tariq Iqbal Khan Member Independent / Non-Executive 04 03

* Held during the period the concerned Director was member of the Finance, Procurement & Business Diversification Committee.

The composition of the Finance, Procurement & Business Diversification Committee, category, detail of meetings and Directors' attendance are given below: