Berger Paints Pakistan Limited (Berger or 'the Company) is a publicly listed company. The registered office of the Company is situated in Lahore, Pakistan, and the production facility is located at Multan Road, Lahore. Initially, Berger imported premium chemicals from the United Kingdom to sell in the local market. In 1955, the Company established a manufacturing facility in Karachi. In 1991, Slotrapid Limited, a company incorporated in the British Virgin Islands, acquired 52.05% of its shares from Jenson & Nicholson Limited. A second plant was set up in Lahore in 2006. The Company is engaged in the manufacturing and trading of paints, varnishes, and other related products. The Company has several product segments including decorative paints, automotive paints, general industrial finishes, powder coating, protective coatings, vehicle refinishes, road safety, government & marine, construction chemicals, and adhesives. They are divided into three business lines, namely, i) Retail Business, ii) Non-Retail Business, and iii) Allied Business. The Retail Business focuses primarily on decorative paints and related products targeted toward households, contractors, and the retail segment. The Non-Retail Business caters to industrial and institutional clients through offerings such as automotive paints, industrial finishes, protective and marine coatings, and powder coatings. The Allied Business line covers construction chemicals, adhesives, printing inks, road safety products, and other specialized coatings, enabling the Company to serve a wide range of customer needs across sectors.

Slotrapid Limited, a foreign company incorporated in the British Virgin Islands and acting as the parent company of Berger Paints, holds a majority stake of 52.05%. The remaining shareholding is distributed among various categories of institutional and individual investors. Local general public holds 39.44% of shares, while foreign general public owns 0.83%. Financial institutions also form part of the shareholder base, with NIT & ICP holding 1.45%, banks/DFIs/NBFCs holding 1.35%, and insurance companies holding 1.07%. Other shareholders, including modarabas, mutual funds, and miscellaneous investors, collectively account for 3.80%.

The Company has nine members on its board including Chairman Mr. Maqbool H.H. Rahimtool, four independent directors, three non-executive directors, and Dr. Mahmood Ahmad (Managing Director). The board is currently chaired by Mr. Maqbool H. H. Rahimtoola, who represents Slotrapid Limited, Mr. Maqbool H. H. Rahimtoola has over 40 years of experience on the boards of various multinational companies. All other members arc professionally qualified with extensive professional experience and a diversified skill mix. The Board met 4 times with the majority of members present in the meeting. The board has established three sub committees, i) Audit Committee ii) Human Resource & Remuneration Committee iii) Business risk strategies. Both are chaired by Independent Directors. The quality of discussion as captured in meeting minutes reflects adequate involvement of board members. BDO Ebrahim & Co., Chartered Accountants are the new external auditors of the Company. Previously, A.F Ferguson & Co. Chartered Accounts gave an unqualified opinion on the company's financial statements for the year ending June 30, 2025. The board has also outsourced its internal audit department to E&Y Ford Rhodes & Co., Chartered Accountants.

The Company has established a well-defined management structure divided into functional departments with clear lines of responsibilities. The managing director, Dr. Mahmood Ahmad, is a seasoned business professional and has been associated with the Company for several years. He has over 25 years of experience and is well-versed in industry dynamics. The senior management possesses ample knowledge and expertise in related business. The Company has established several management committees to coordinate its operations. The executive committee is the apex management committee, which comprises senior management. The executive committee meeting is held monthly to appraise the Company's performance and is headed by the Managing Director. The other committees are the purchase committee, finance committee, and credit committee. The Company has implemented Oracle ERP to generate reports and manage the flow of information. It is capable of generating customized MIS reports for the board and lop management. The management maintains strong controls through the ERP. The management has a strong control environment within the Company supplemented by a robust quality control system for its production processes. Additionally, Berger has technical collaboration agreements with international f irms to ensure that quality standards are adhered to.

The Pakistani paint industry is poised for steady growth, with expansion primarily driven by the architectural coatings segment, bolstered by ongoing residential and commercial construction activities. The sector’s total output stood at ~2.4mln MT, reflecting a decline of ~20% compared to ~3.0mln MT in FY24. The Chemicals industry remains heavily reliant on imported raw materials, making it sensitive to external supply dynamics. In FY25, imports of chemical products slightly declined to ~PKR 1,522bln (FY24: ~PKR 1,549.8bln), accounting for ~7.6% of the country’s total import bill. The market structure remains fragmented, with unorganized players holding nearly ~50% share and competing primarily on price. On the other hand, the organized segment is led by multinational companies and strong local players, many operating under the umbrella of the Pakistan Coating Association. The sector is highly raw material intensive, with imports contributing ~85% of COGS, exposing industry players to exchange rate volatility and rising input costs. Key challenges include intense price competition, macroeconomic pressures, and a gradual shift in demand toward eco-friendly and low-VOC coating solutions. The main competitors of the Company are AkzoNobel, Nippon, Kansai, Master Paint, Diamond Paint, and Brighto Paint. The Company posted revenue of ~PKR 6,872mln during 9MFY26, marginally higher than ~PKR 6,760mln in 9MFY25, translating into a modest growth of ~1.65%. The Company's revenue mix remains diversified across B2B and B2C segments, with remaining concentrated in the Retail Business, which contributed ~70% of FY25 revenues. led mainly by the Decorative segment. The Non-Retail Business accounted for ~24%, supported by industrial, automotive, protective, powder coating, road marking, and other institutional sales. The Allied Business, comprising printing inks, resin/PVA, and exports, contributed the remaining ~6%. This diversified revenue mix highlights Berger’s strong positioning in the decorative segment while maintaining a meaningful presence across industrial and allied categories. Furthermore, the Company's operations remained heavily concentrated in the local market, with ~1.65% revenue generated from Afghanistan. Gross margins for the Company remian largly stable at ~23.1% (FY25: ~20.7% , FY24: ~20.1%) while operating margins stand at ~6.9% (FY25: ~6.6%, FY24: ~7.7%). The Company reported a bottom-line of ~PKR 245mln during 9MFY26, marking a ~5.15% growth from SPLY (FY25: PKR 299mln; FY24: 263mln). Net margin for the period stood at ~3.6% maintaining its stability depicting Berger’s ability to optimize cost structures and sustain healthy profitability.  The Company will continue its planned capital expenditure to improve manufacturing efficiency and meet rising demand.

Berger Paints Pakistan Limited maintains a moderate financial risk profile, supported by stable working capital management, adequate cash flow coverages, and a balanced capital structure. In 9MFY26, the Company’s inventory days improved to ~64 days from ~69 days SPLY (FY25: ~62 days; FY24: ~63 days), indicating relatively efficient stock management; however, this was offset by a notable increase in trade receivable days to ~116 days from ~107 days SPLY (FY25: ~108 days; FY24: ~94 days), highlighting a continued stretch in collection cycles and potential pressure on liquidity. Payable days remained broadly stable at ~56 days (FY25: ~57 days; FY24: ~56 days), providing limited offset in receivables, resulting in net working capital days rising to ~124 days compared to ~108 days SPLY (FY25: ~113 days; FY24: ~101 days), reflecting tighter working capital conditions overall. During the period, the Company generated FCFO of ~PKR 548mln (FY25: ~PKR 599mln; FY24: ~PKR 819mln), finance costs reduced significantly to ~PKR 129mln (FY25: ~PKR 224mln; FY24: ~PKR 305mln), supporting an interest coverage ratio of ~4.4x (FY25: ~2.8x; FY24: ~2.8x), which, while slightly lower, remains adequate. The capital structure stays moderately leveraged, with overall leverage standing to ~32% (FY25: ~30.6%; FY24: ~25.7%); however, the proportion of short-term borrowings increased to ~81.6% (FY25: ~74%; FY24: ~56%), signaling a higher reliance on short-term funding and refinancing risk. Overall, the Company’s stable finanial risk metrics continue to support a reasonable financial risk profile.

Berger issued an Unlisted, Privately Placed & Secured Sukuk. Sukuk issue amount is PKR 500 million at an offer of 3MK +1.50% p.a with a tenor of up to 4 years inclusive of 1-year grace period commencing from the Facility Effective Date. The first profit / Rental payment fell due at the end of the first quarter. The issue will be redeemed in 12 equal consecutive quarterly buyout units commencing from the end of the 5th quarter from the date of first disbursement, and subsequently every three months thereafter. Principal payment will commence from the end of the first 15 months

The claims of the sukuk holders will rank superior to the claims of ordinary shareholders.

The Sukuk are secured by 1st Pari Passu charge by way of mortgage over company's Land & Building measuring 94.7 Kanal located at Multan road district Lahore with a 25% margin. Berger shall at all times maintain PKR 50 million in Debt Service Reserve Account (DSRA), throughout the tenure of the Sukuk which shall be maintained by the accounts banks. Further, lien on Company's operating Account, Debt Payment Account (DPA), and DSRA is maintained with Accounts Bank. DPA is maintained with Accounts Bank with 1/3 of quarterly payments in each month.