IGI Holdings Limited (also referred to as "IGI Holdings" or the Company") is a public limited company that was incorporated in 1953 under the Companies Ordinance, 1984. The company is listed and quoted on the Pakistan Stock Exchange (PSX), which is one of the primary stock exchanges in Pakistan. Under the Scheme of Amalgamation of IGI Investment Bank Limited with and into IGI Insurance Limited, IGI Investment Bank Limited was amalgamated with and into the Company with effect from December 31, 2016. The proposal for amalgamation and the scheme of amalgamation were approved by the shareholders of both the Companies in meetings held on February 22, 2017 and the Honorable Sindh High Court, through its order dated December 16, 2017, under Companies Ordinance, 1984 sanctioned the amalgamation of IGI Investment Bank Limited with and into IGI Insurance Limited.

IGI Holdings Limited is classified as a financial services holding company and is part of the Packages Group, a major business conglomerate in Pakistan. The company has an investment portfolio valued at ~PKR 18 billion as of 9MCY25. This portfolio is spread across various entities engaged in the following sectors: i) Life insurance ii) Non life insurance iii) Brokerage services iv) Investment holding and v) Packaging. The financial performance of IGI Holdings is significantly influenced by the dividends it receives from its investments in these subsidiaries and associated companies. These dividends contribute substantially to IGI Holdings' overall profitability.

Approximately 39% of IGI Holdings ownership rests with Packages Limited, the Industrial Technical and Educational Institute, and the Babar Ali Foundation, while around 34% is held by members of the Ali family as of 6MCY25. Of the remaining shareholding, about 7% is owned by financial institutions, and the remaining ~20% constitutes the free float. Overall, the Company's ownership structure is considered stable, with a significant majority held by the sponsor group.

Ownership of the Company is seen as stable as majority ownership vests with the sponsors. This implies a stable and controlled ownership structure, largely due to the sponsors holding the majority stake. This stability is beneficial for the company's long-term strategy and operational continuity.

IGI Holdings and Packages Group are ranked amongst the leading industrial groups of the country with diversified interests in paper and paperboard, packaging, food, personal care, financial services, and real estate sectors. Strong affiliation and technical track record with international JVs have added to the success of companies within the Group.

As of 9MCY25, the major shareholding of the sponsors remains consolidated in two key listed entities - IGI Holdings Limited and Packages Limited. Collectively, these two companies represent a combined asset base of nearly PKR 96.5bln and aggregate equity of about PKR 73bln at 9MCY25, underscoring the continued financial strength and consolidated ownership of the Group sponsors.

The Board of IGI Holdings consists of seven members, including four non-executive directors, two independent directors, and the Chief Executive Officer. The majority of the Board members have longstanding associations with the Group and its affiliated companies. The composition of the Board, with an appropriate size and the presence of independent oversight, reflects a well-established governance structure.

IGI Holdings Board comprises of seven members: four non-executive directors, two independent Directors, and the Chief Executive Officer. The majority of the members have long associations with the Group and its companies. Board size and presence of independent oversight indicate a well-framed governance structure. All BoD members are seasoned professionals with significant experience. Board's Chairman, Syed Babar Ali, is the key individual in the development of the Group - IGI Holdings Limited and Packages Limited. He is the founder of Packages Limited, Milkpak Limited – now Nestlé Pakistan Limited and Lahore University of Management Sciences. He is also the Chairman of Hoeschst Pakistan Limited and Coca-Cola Beverages Pakistan Limited's Board. One of his sons (the CEO) and two of his nephews also sit on the Board, who hold directorships on numerous Boards. Syed Yawar Ali is the Chairman of Nestle Pakistan besides being on other Boards. Syed Shahid Ali is the Chairman of Treet Corporation Limited and serves on the Boards of various other organizations. An Ex-Chairman of the SEC, Shamim Ahmad Khan, is also a director. This diversity in experience further strengthens the governance framework, ensuring that the Board is equipped to address a wide range of challenges and opportunities.

The governance framework of IGI Holdings is reinforced through the establishment of two key committees within the Board of Directors (BoD): the Audit Committee and the HR & Remuneration Committee. These committees play a critical role in ensuring that the Company’s operations adhere to best practices, comply with legal and regulatory requirements, and align with strategic objectives. The Audit Committee is composed of three members, including a Chairperson who serves as an independent director. The HR & Remuneration Committee comprises four members and is responsible for overseeing the Company’s human resource policies and executive compensation strategies.

IGI Holdings' External Auditors are A.F. Ferguson & Co. The firm is QCR rated and in SBPs panel of auditors in the "A" category and have expressed un qualified opinion on the financial statements of CY24.

IGI Holdings employs a streamlined organizational structure, which is organized into fundamental functional divisions. The subsidiaries operate independently, each with its own Chief Executive Officer (CEO), Chief Financial Officer (CFO), and support functions, allowing for efficient management and decisionmaking at the subsidiary level. The Legal function is centralized across both the subsidiaries and the parent company. ensuring consistency in legal matters and adherence to companywide policies and regulations. On the other hand, the IT function is centralized at the Group level, facilitating a unified approach to technology, systems, and digital infrastructure across the entire organization. This centralized IT structure helps streamline processes, ensures standardization, and leverages economies of scale for the Groups technological needs.

The Company has a team of experienced individuals that has been associated with the Group for a long time and have significant experience in the financial sector. Mr. Syed Hyder Ali, the CEO, has diversified national and international experience and holds directorship in several companies. He is also a Chief Executive and Managing Director, at Packages Ltd. Mr. Ali has wide and varied professional working experience spanning over many years in paper production, conversion and packaging. Mr. Ali serves on the Board of a number of companies like Bulleh Shah Packaging (Private) Limited, IGI General Insurance Limited, Nestlé Pakistan Limited, Packages Lanka (Pvt) Limited, Hoechst, Tetra Pak Pakistan Limited, Tri Pack Films Limited and International Steel Limited. He is a member of the Board of Governors/Directors of WWF Pakistan, Babar Ali Foundation (BAF), National Management Foundation (NMF), Ali Institute of Education (AIE), Pakistan Centre for Philanthropy (PCP), and Pakistan Business Council (PBC). Mr. Syed Awais Amjad FCA, serves as Chief Financial Officer, has an overall experience of over a decade. He is also the CFO of IGI General Insurance Limited.

The management holds quarterly meetings in which performance data is solicited from the subsidiaries and consolidated for review and discussion among the Chief Executive Officers (CEOs). The Company takes the lead in the oversight and control of its subsidiaries, ensuring that strategic goals are met and operational efficiency is maintained. This oversight process is continuously evolving and is expected to strengthen over time, with improvements in governance, performance monitoring, and risk management across the subsidiaries. The Company leads the oversight and control process of its subsidiaries.

IGI Holding has setup its own internal audit function, which is also responsible for the identification, assessment and reporting of all types of risks due to business operations of IGI Holdings and its subsidiaries. The reports for each subsidiary are presented to the Board Audit Committee and the BoD for discussion.

For investment decision making, the Company has an investment team at Group level. It is headed by Mr. Waqas Munir, Group Chief Investments Officer. He is a Chartered Accountant by qualification, from A.F Fergusons. He is associated with the Group since 2006. His team consists of three chartered accountants and a CFA charterholder.

The Company follows a prudent investment policy, focusing exclusively on the financial services sector. Its investments encompass life and general insurance, brokerage, packaging and investment companies. To maintain financial stability, the Company preserves liquidity through strong dividend income and by holding listed securities via its subsidiaries. This strategic approach ensures consistent cash flow while managing risk and maintaining a strong position in its core industry.

The Groups investment team collaborates closely with the other companies within the Group, receiving regular updates on their performance. These updates are then consolidated and presented to the Board of Directors (BoD) on a quarterly basis, ensuring that the BOD is wellinformed about the performance and strategic direction of each subsidiary. This process facilitates effective decision making and enhances the Groups overall governance and oversight.

The Groups investment team collaborates closely with the other companies within the Group, receiving regular updates on their performance. These updates are then consolidated and presented to the Board of Directors (BoD) on a quarterly basis, ensuring that the BOD is wellinformed about the performance and strategic direction of each subsidiary. This process facilitates effective decision making and enhances the Groups overall governance and oversight.

The Company’s credit profile is underpinned by its role as a diversified investment holding entity with exposure to multiple financial services lines through strategic equity positions. The portfolio comprises three wholly owned subsidiaries (IGI Investments Limited, IGI General Insurance Limited, and IGI Finex Securities Limited) and an 83 percent controlling interest in IGI Life Insurance Limited. These entities collectively provide stable recurring cash flows and form the primary source of dividend income for IGI Holdings Limited (IGIHL). The investment base demonstrates low concentration risk given its distribution across insurance, capital markets, and investment management activities, although the earnings profile remains inherently correlated with domestic financial sector dynamics. IGI General Insurance Limited continues to be the largest earnings contributor among the subsidiaries. During 9MCY25, the company reported Gross Written Premium of PKR 13.4 billion (9MCY24: PKR 12.4 billion), reflecting sustained franchise strength across key product lines. Profit after tax of PKR 796 million (9MCY24: PKR 768 million) indicates stable underwriting performance and disciplined risk selection, with investment income providing incremental support. The subsidiary’s scale and strong market positioning underpin the reliability of its upstream dividend capacity. IGI Investments Limited functions as the Group’s principal investment vehicle following the restructuring undertaken in January 2017. The entity’s earnings profile is closely aligned with dividend flows from its underlying holdings, resulting in a structurally volatile but predictable cash flow pattern tied to payout cycles. Dividend income rose to PKR 1,208 million (9MCY24: PKR 697 million), translating into profit after tax of PKR 1,124 million (9MCY24: PKR 612 million). The uplift reflects improved profitability and enhanced distribution capacity of the portfolio companies, supporting IGIHL’s liquidity position. IGI Finex Securities Limited, the Group’s brokerage arm, generated operating revenue of PKR 376 million (9MCY24: PKR 196 million), driven by elevated market activity and higher trading volumes. Markup income moderated to PKR 175 million (9MCY24: PKR 217 million), reflecting lower leverage utilization. Profit after tax improved to PKR 199 million (9MCY24: PKR 164 million) on the back of operational efficiencies. The subsidiary’s earnings, while positive, remain inherently sensitive to capital market cyclicality, which constrains stability of its potential dividend upstreaming. IGI Life Insurance Limited, the Group’s listed life insurer, maintains a meaningful presence across participating and non-participating business lines. The Company recorded gross premiums of PKR 11.3 billion (9MCY24: PKR 10.1 billion) supported by its multi-hub distribution model comprising 22 branches and more than 700 agents. Profit after tax increased to PKR 239 million (9MCY24: PKR 184 million), reflecting improved operating leverage. However, the subsidiary continues to retain earnings to support growth and regulatory capital requirements, limiting near-term dividend flows to IGIHL.

During 9MCY25, IGI Holdings’ earnings profile remained characteristic of an investment holding company, with dividend inflows representing the predominant revenue stream. Total investment income rose to PKR 1.36 billion, driven primarily by higher dividend receipts from IGI General Insurance (PKR 675 million) and IGI Investments (PKR 600 million). These cash flows underscore the importance of the insurance and investment management subsidiaries to the Group’s financial flexibility. IGI Life Insurance and IGI Finex Securities did not declare dividends during the period, consistent with their respective reinvestment priorities and capital retention strategies. Dividend income from Packages Limited amounted to PKR 80.95 million, providing additional but modest diversification in cash inflows. IGIHL’s reliance on dividend upstreaming as its primary income source exposes the Company to volatility associated with subsidiary performance and sector-wide dynamics. However, the breadth of its investment base, combined with the stable earnings capacity of its major subsidiaries, provides a degree of resilience to cash flow generation.

Total Investment Income to Funding Cost ratio witnessed a significant decline, reducing to 6.5x in 9MCY25 from 11.1x in 9MCY24, reflecting pressure on the company’s earning efficiency relative to its funding expenses. The deterioration primarily stemmed from an escalation in borrowings coupled with lower investment returns. Finance cost rose sharply to PKR 208 million in 9MCY25 (9MCY24: PKR 107 million), attributable to enhanced borrowings. As a result, the interest coverage ratio contracted considerably, standing at (0.8)x in 9MCY25 compared to 9.6x in 9MCY24, indicating a substantial weakening in the company’s ability to meet its financial obligations from operating earnings. Furthermore, total operating cash flows rose to PKR 1,205 million in 9MCY25, as against PKR 1,026 million reported in the corresponding period last year. Free cash flows, however, remained constrained due to the payment for the acquisition of a 6% stake in Packages Limited, acquired from a foreign investor. To manage liquidity, the Company increased its short-term borrowings and optimized working capital through improved cash flow management.

The Company continues to maintain a low leveraged capital structure, though leverage has increased moderately during the period under review. As of 9MCY25, the Company's debt to equity ratio stood at 13.7%, compared to 3.4% in 9MCY24. The capital structure primarily comprises short-term debt facilities along with minimal related party borrowings. The increase in leverage was largely driven by higher short-term financing availed to support liquidity needs and facilitate investment activities undertaken during the period. As at 9MCY25, short-term borrowings amounted to PKR 2,530 million, a substantial rise from PKR 544 million in the corresponding period of last year. The increase reflects the Company's reliance on short-term funding to manage working capital requirements and finance strategic investments. Consequently, the Loan-to-value (LTV) ratio increased to 13.5% in 9MCY25 from 3.9% in 9MCY24, indicating a higher level of borrowings relative tothe market value of investments. Despite the rise, leverage indicators remain at manageable levels, suggesting that the Company retains adequate financial flexibility and a conservative risk profile. The overall gearing remains low, providing headroom for future funding requirements, should the Company opt to pursue additional investment opportunities or expansion initiatives.

The Company continues to derive substantial financial strength and stability from its sponsorship and affiliation with Packages Limited and its associated companies, which are well-established business groups with a strong financial and operational footing. The backing of these sponsors provides the Company with access to both financial flexibility and strategic support, enhancing its overall credit profile and ability to undertake long-term investments. On a consolidated basis, the Company's shareholders equity exhibited healthy growth, rising to PKR 67.5 billion in 9MCY25, up from PKR 60.0 billion in 9MCY24. This increase primarily reflects retained earnings and a consistent appreciation in the value of investments held, underscoring the Company's strong capital base and capacity toabsorb financial shocks. In tandem, total consolidated assets expanded to PKR 148.5 billion in 9MCY25 from PKR 126.7 billion in the corresponding period of the previous year. The growth in assets was mainly driven by the acquisition of additional equity stakes in investee companies, along with an overall increase in the market value of the investment portfolio. Meanwhile, total consolidated debt increased to PKR 3.9 billion in 9MCY25, compared to PKR 2.4 billion in 9MCY24, reflecting a higher reliance on borrowings during the period to support investment activities and working capital needs. Despite the rise in debt, the Company's capital structure remains comfortably low leveraged, backed by strong equity capitalization and substantial asset coverage. This balance between moderate gearing and a strong equity base continues to underpin the Company's sound financial standing and resilience against adverse market movements.