Engro Holdings Limited ('Engro Holdings' or " the Company") traces its origins to 1968, when it was established as Esso Pakistan Fertilizer Company by Esso, with the objective of manufacturing fertilizer in Pakistan. This initiative was based on gas reserves discovered by Esso in 1957 near Daharki, in the Ghotki District of Sindh. The company was subsequently listed on the Karachi Stock Exchange. In 1978, following the global rebranding of Esso’s parent company to Exxon, the company in Pakistan was renamed Exxon Chemical Pakistan Limited. In 1991, Exxon decided to exit the Pakistani market. As a result, a management buyout was executed, with 75% of Exxon’s shareholding acquired by the employees of Exxon Chemical Pakistan. Following the transaction, the company was renamed Engro Chemical Pakistan Limited. In 2010, to reflect its diversified business interests, the company adopted the name Engro Corporation Limited. Most recently, in Dec24, the parent company, Dawood Hercules Corporation Limited, was renamed Engro Holdings Limited. Subsequently, in Jan25, a corporate restructuring was completed, pursuant to which Engro Corporation Limited became a wholly owned subsidiary of Engro Holdings Limited. As part of this restructuring, Engro Corporation became a wholly-owned subsidiary and was subsequently delisted from the Pakistan Stock Exchange. Engro Holdings Limited itself remains a publicly listed company on the PSX.

Engro Holdings Limited operates as a strategic holding company, primarily overseeing and managing its equity interest in Engro Corporation Limited. Through this investment, Engro Holdings exercises its broader corporate influence and facilitates the execution of its long-term business objectives across a diversified portfolio of subsidiaries and affiliated entities under the Engro Group. In a recent corporate restructuring completed in Jan'25, Engro Corporation Limited became a wholly-owned subsidiary of Engro Holdings Limited. Concurrently, DH Partners Limited (DHPL), a wholly-owned subsidiary established for investment management, was listed on the Pakistan Stock Exchange during CY24. The Group's business portfolio now spans key sectors such as fertilizer, PVC, food, power generation, coal mining, and LNG storage. Engro Corporation holds investments in 9 subsidiaries (out of which 2 are listed, 7 are unlisted, and 1 is an associate). Major subsidiaries of Engro Corporation include: Engro Fertilizers is a leading Pakistani fertilizer manufacturer with a significant market share, producing urea and other essential fertilizers like DAP and NPK: Engro Polymer & Chemicals is Pakistan's sole integrated manufacturer of Polyvinyl Chloride (PVC) resin, with its plant located in Port Qasim, Karachi. They also produce and market other essential chemicals like Caustic Soda, Sodium Hypochlorite, and Hydrochloric Acid: Engro Energy Limited is an unlisted wholly-owned subsidiary of Engro Corporation, which acts as the holding company for Engro's power generation and energy infrastructure interests, including Engro Powergen Qadirpur and Engro Powergen Thar: Engro Energy Limited’s portfolio includes three key subsidiaries: Engro Powergen Qadirpur (EPQL), operating a 217 MW gas-fired power plant at Deh Belo Sanghari with a focus on lower emissions; Engro Powergen Thar (EPTL), managing 2 x 330 MW coal-fired power plants at Thar Block II; and Sindh Engro Coal Mining Company (SECMC), which operates a coal mining facility at Thar supplying coal to EPTL.

Prior to the restructuring, the Dawood Group held (~81%) stake in Engro Holdings Limited (Formerly Dawood Hercules Corporation Limited) through Dawood Family (~2.45%), associated entities (~30%) and foreign entities (~48.10%). The remaining ~19% was held by DFIs, banks, insurance companies, funds, and the general public. To facilitate the proposed restructuring, Engro Holdings Limited increased its authorized share capital to 1.25bln ordinary shares as of Dec24. The restructuring involved a share swap arrangement, whereby shareholders of Engro Corporation (excluding the existing shareholding held by Engro Holdings) were exchanged for shares of Engro Holdings Limited at a swap ratio of 2.24 Engro Holdings shares for each Engro Corp share. As a result, Engro Holdings issued ~722.9mln new ordinary shares, making Engro Corporation a wholly owned subsidiary of Engro Holdings Limited. Following this issuance, the Dawood family’s shareholding in Engro Holdings was diluted to ~32%, while the collective shareholding of other investors increased to ~68%.

The Company’s ownership structure is expected to remain stable in the foreseeable future, primarily due to itsaffiliation with the Dawood Group, a well-established business conglomerate in Pakistan. The sponsors maintaineffective control over the Company through their significant shareholding and strategic influence within theGroup. Mr. Hussain Dawood, the patriarch of Dawood Family, playing active roles in both strategic decision-makingand day-to-day operations.

The sponsors of the Group bring extensive and diversified business experience, with a proven track record acrossseveral critical sectors of the economy. Their expertise spans fertilizers, food and agribusiness, power generation,technology, financial services, chemical storage, and petrochemicals. This broad industry exposure, combined withtheir strong business acumen and strategic foresight, has enabled them to adeptly navigate varyingmacroeconomic conditions and business cycles. Through proactive risk management and forward-looking decision-making, they have consistently driven sustainable growth while preserving operational stability. Thedepth and breadth of the sponsors’ experience have played a pivotal role in fostering the long-term resilience,adaptability, and expansion of the Group’s portfolio companies, positioning the organization as a leading forcewithin Pakistan’s corporate landscape.

The Dawood Group's primary holding company and strategic investment arm is Engro Holdings Limited. The Group's main holding companies also include Dawood Lawrencepur Limited, DH Partners Limited (DHPL), Engro Corporation Limited, and The Dawood Foundation. Additionally, Cyan Ltd., a listed entity specializing in equity investments, is part of the Group. A significant portion of Engro Holdings Limited's portfolio is consolidated within its flagship subsidiary, Engro Corporation Limited. As of Dec24, Engro Holdings Limited boasts a strong asset base of approximately PKR 40.25 billion and an equity base of roughly PKR 33 billion. This robust financial standing underscores the company's effective capital management and its capacity for sustained long-term value creation across its diverse business segments.

The Company operates under a well-defined corporate governance framework, overseen by a seven-member Board of Directors, including the Chief Executive Officer. The Board reflects a balanced composition, comprising The Chairman, one Executive Director (The CEO) and five Non-Executive and Independent Directors. While the Board retains significant representation from the sponsoring family, it maintains a strong commitment to governance standards. Mr. Hussain Dawood serves as a Non-Executive Director and Chairman of the Board, while Mr. Abdul Samad Dawood holds the position of Vice Chairman and Chief Executive Officer of Engro Holdings. The Independent Directors include Mr. Sohail Tai and Mr. Ahmed Ebrahim Hasham. A majority of the Board members have a long-standing association with the Company, contributing valuable institutional insight and continuity. This governance structure aligns with corporate best practices, ensuring a healthy balance between executive leadership and independent oversight, which supports the Company’s long-term strategic vision and accountability.

The Engro Board is chaired by Mr. Hussain Dawood, the patriarch of the Dawood Family. He's been instrumental in guiding Engro's investments since 2002 and serves as a non-executive director. A respected businessman and philanthropist, he's been recognized with the Hilal-i-Imtiaz from the President of Pakistan and the Ufficiale Ordine al Merito della Repubblica Italiana. For three decades, he's been a regular attendee at the World Economic Forum's Annual Meeting in Davos. Mr. Dawood holds an MBA from Kellogg School of Management, Northwestern University, USA, and a degree in Metallurgy from Sheffield University, UK. Mr. Abdul Samad Dawood serves as the Vice Chairman and CEO of Engro Holdings. With over 20 years of experience in management and governance, he has a particular interest in mergers and acquisitions. He holds a degree in economics from University College London, UK. Ms. Sabrina Dawood is the Vice Chair of the Board of The Dawood Foundation (TDF), the Group’s main philanthropic arm since 1961. She also acts as a Trustee for Engro Foundation, Engro Corporation's philanthropic vehicle. Together, this board ensures robust governance, strategic foresight, and alignment with both shareholder interests and sustainable development goals.

The Board of Directors at Engro Corporation comprises a balanced mix of executive, non-executive, and independent members, in line with best practices in corporate governance. The Board is appropriately sized to ensure effective decision-making and is supported by three key committees: (a) the Audit and Risk Committee, (b) the Human Resource and Remuneration Committee, and (c) the Finance and Investment Committee. During the CY24, the Board convened six meetings, enabling it to effectively fulfill its oversight and strategic responsibilities. The minutes of these meetings were duly recorded and comprehensively documented. In the same period, the Audit and Risk Committee held five meetings while the Human Resource and Remuneration Committee (People’s Committee) convened one meetings, all with strong participation from committee members. No meeting of Board Investment Committee were held. This structured and disciplined governance framework reflects the Company’s ongoing commitment to board effectiveness, transparency, and accountability. The Board committees serve as vital platforms for deliberating on strategic matters concerning both Engro Corporation and its subsidiaries, thereby enhancing the overall governance and performance of the organization.

The Company has established a strong system of internal and financial controls to protect its assets, prevent fraud, and ensure compliance with legal regulations. This control framework is regularly reviewed and monitored by the Internal Audit function, established by the Board Audit Committee. The Company’s external Auditors are A.F. Ferguson & Co. They have issued an unqualified opinion on annual financial statements for the year ended Dec-24, affirming that these statements provide a true and fair view of the company's financial position and performance, in accordance with applicable accounting and reporting standards in Pakistan. A.F. Ferguson & Co is QCR rated and is placed in Category 'A' audit firm by the State Bank of Pakistan (SBP).

The management control of the Company is vested with Engro Group and is supported by a well-defined and structured reporting framework, comprising several key departments to ensure the smooth flow of operations. These departments are further divided into various subdivisions, facilitating clear reporting lines across all levels of the organization. The reporting structure is designed to enhance transparency and ensure that all departments and functions remain aligned with the Company’s strategic objectives. All department heads, including the CFO, report directly to the Company's CEO.

Mr. Abdul Samad Dawood, the Vice Chairman and Chief Executive Officer of Engro Holdings (formerly known as Dawood Hercules Corporation), was appointed as the Chief Executive Officer (CEO) of Engro Holdings Limited in Jan25. He brings over 20+ years of experience in management and governance, with a specialized focus on mergers and acquisitions. Mr. Dawood serves as the Chairman of Cyan, SACH International, and FrieslandCampina Engro Pakistan, and is also a member of the Boards of Engro Holdings, Engro Corporation, DH Partners Limited, The Dawood Foundation, Dawood Lawrencepur, Khaadi Corporation, Karachi Education Initiative, Karachi School of Business and Leadership, Dawood Corporation (Pvt) Ltd, Dawood Investments (Pvt) Ltd, and the Pakistan Business Council. He was also responsible for leading the merger of Engro Foods (a subsidiary of Engro Corporation) into Royal FrieslandCampina N.V., and has since served as the Chairman of the Board of FrieslandCampina Engro Pakistan. His extensive experience positions him to lead Engro Holdings in its strategic investments and capital allocation across the Engro enterprise. Mr. Dawood holds an economics degree from University College London, UK, and is a certified director from the Pakistan Institute of Corporate Governance. As of Apr25, Mr. Farooq Barkat Ali serves as the Chief Financial Officer (CFO) of Engro Holdings Limited. Mr. Ali is a Chartered Accountant, accredited by the Institute of Chartered Accountants of Pakistan (ICAP), and brings over 20 years of experience in finance and commercial functions to the organization.

Management team’s long association with the Company, barring few new positions, with the Group, bodes well for overall growth. Engro Holding's practices fortnightly performance review meetings attended by respective department heads.

Engro Holdings has an in-house internal audit function that operates in accordance with the Code of Corporate Governance and reports directly to the audit committee for all critical issues. Internal Audit Department (IAD) has been established at all Engro Group companies which reports to the Board Audit Committee of the respective company. This function plays a critical role in evaluating and enhancing the effectiveness of the Company’s internal controls, risk management processes, and governance practices, ensuring compliance with regulatory requirements and industry standards.

For investment decision making, the Company has three separate teams at group level i.e., Strategy team, Merger & Acquisition team and Treasury team. Strategy team is involved in devising new ventures for the group companies and the Head of Strategy is reportable to CEO. Merger & Acquisition team evaluates opportunities in the market for mergers and acquisitions. Treasury team is responsible for handling short-term investment book. Head of both teams are reportable to CFO.

Engro Holdings Limited follows a strategic and forward-looking investment policy focused on value creation through diversified capital allocation across both traditional and emerging sectors. These policies serve as the foundational framework for all investment-related decisions undertaken by the Strategy and Mergers & Acquisitions teams. Formerly Dawood Hercules Corporation, the company restructured during CY24 to operate as a dynamic investment holding firm, enabling more agile and expansive investment decisions. Engro Holdings targets high-potential opportunities in core sectors like energy, infrastructure, and chemicals, while also expanding into new domains such as telecom infrastructure, LNG, hydrogen energy, and technology ventures globally—particularly in the Middle East, Central Asia, and Africa. With oversight from its Board and specialized committees, Engro ensures that all investments are aligned with its long-term strategic objectives, supported by robust risk management and governance frameworks. All investment decisions at Engro Corporation are executed in strict compliance with these established policies and procedures. This approach ensures consistency, accountability, and transparency, while also promoting informed decision-making across all levels of the organization. By adhering to these policies, Engro upholds its commitment to prudent financial management and sustainable growth. On June 3, 2025, Engro Holdings, through its subsidiary Engro Corporation Limited, executed a significant investment in Deodar (Private) Limited — the tower infrastructure arm of Jazz (PMCL). As part of this transaction, Deodar become wholly owned subsidiary of Engro Connect (Private) Limited, a wholly owned subsidiary of Engro Corporation Limited, which is, in turn, fully owned by Engro Holdings. Engro has committed to acquire Deodar for a total transaction value of approximately USD 562.7 million. By integrating Deodar’s portfolio with its existing tower assets under a shared infrastructure model, Engro aims to enhance cost efficiencies for mobile network operators, enable broader digital connectivity, and establish a stable, long-term cash flow platform.

To ensure effective oversight and governance of its investment activities, Engro Corporation has established an Investment Committee responsible for monitoring the performance of the investment teams and providing strategic direction for all investment-related matters. The Investment Committee is composed of four distinguished members, including its Chairman, Mr. Abdul Samad Dawood, and Independent Directors: Mr. Muhammed Amin and Mr. Isfandiyar Shaheen and an Non-Executive Director: Mr. Muhammad Bilal Ahmed. The committee plays a critical role in evaluating investment proposals, guiding capital allocation, and reviewing the overall performance of the investment portfolio in alignment with the company’s strategic goals. During CY24, no meeting of Board Investment Committee were held. Overall, these meetings serves as a platform for in-depth analysis, strategic evaluation, and risk assessment, ensuring that all investment activities are aligned with Engro Holdings' long-term value creation objectives. Through structured oversight and data-driven decision-making, the Investment Committee contributes significantly to sustaining shareholder value and supporting the company’s transformation into a globally competitive investment entity. The committee's active engagement underscores Engro’s commitment to strong corporate governance and prudent investment management.

Engro Holdings Limited strategically manages business risk through a well-diversified investment portfolio spanning multiple sectors and geographies. By allocating capital across industries such as energy, fertilizers, petrochemicals, telecommunications infrastructure, and emerging technologies, Engro Holdings mitigates the impact of sector-specific downturns and economic volatility. This diversification helps balance cyclical risks, reduces dependency on any single revenue stream, and enhances resilience against regulatory or geopolitical shifts. Additionally, the company's expansion into international markets like the Middle East, Central Asia, and Africa further spreads exposure and opens new growth avenues. Engro’s robust governance and risk assessment frameworks ensure that each investment is aligned with its risk appetite, supporting long-term stability and sustainable value creation.

The Group maintains a diverse business portfolio spanning key sectors, including fertilizers, polyvinyl chloride (PVC), food, power generation, coal mining, and liquefied natural gas (LNG) storage. Operating primarily through Engro Corporation Limited, Engro Holdings Limited oversees this diversified portfolio through a robust investment management and governance framework, which supports both performance monitoring and strategic capital deployment. Engro Corporation Limited classifies its investments into three categories: Core, Strategic, and Non-Strategic. Core investments comprise both listed and unlisted subsidiaries, including Engro Fertilizers Limited, Engro Polymer & Chemicals Limited, Engro Energy Limited, Engro Connect (Pvt) Ltd., Engro Terminal Pakistan, Engro Eximp FZE, and Engro Technical Solutions. Strategic investments include Friesland Campina Engro Pakistan Limited (formerly Engro Foods) and Engro Vopak Terminal Limited, both of which play a significant role in supporting the Group’s long-term strategic vision. Furthermore, to enhance liquidity and mitigate financial risk, the Company has implemented a prudent investment strategy focused on capital preservation and stability. This approach involves allocating surplus funds into blue-chip securities, thereby maintaining a high-quality, short-term investment portfolio. These investments are selected based on their strong creditworthiness, market reputation, and consistent performance, ensuring both security of capital and availability of funds when needed. Engro Holdings substantially expanded its short-term investment portfolio during CY24, nearly doubling its value from PKR 8.6bln during CY23 to approximately PKR 16.5bln. The expanded short-term portfolio demonstrated robust performance across diversified sectors. Investments in Banking and Companies exhibited a 92% growth in fair value, reaching PKR 7.1bln, and notably achieved a substantial 397% increase in unrealized gains during CY24. The Exploration and Production sector also saw significant growth, with its fair value climbing by 131% to PKR 5bln, yielding an unrealized gain of PKR 2.7bln. Furthermore, the Technology and Communication sector recorded a fair value growth of 126%. Other sectors, including Cement, Oil Marketing Companies, Pharmaceuticals, Fertilizer, and Synthetic & Rayon, collectively contributed a fair value of PKR 1.592bln and an unrealized gain of PKR 0.47bln. As of Dec24, the fair value of investments in Shariah-compliant quoted shares aggregated PKR 10.219bln, a notable increase from PKR 4.425bln during CY23.

Engro Holdings' revenue is predominantly generated from dividend income, flowing from both its short-term investment portfolio and its wholly-owned subsidiary, Engro Corporation Limited. While dividend inflows from Engro Corporation Limited, which constituted 83.6% of the total, experienced a marginal decline of 3.2% compared to CY23, they remained a significant contributor to the company's profitability and cash flow. This decline is attributed to the loss-making performance of Engro Polymer and Chemicals Limited during CY24, which consequently impacted Engro Holdings' dividend income. The remaining 16.4% of dividend income originated from other short-term equity investments. Engro Corporation's total investment income for CY24 reached approximately PKR 30.4bln, a modest increase from PKR 29.9bln in CY23. A substantial 84% of this income was derived from related parties, with dividend income being the primary component at around PKR 21.9bln (up from PKR 21.5 bln in CY23). This robust dividend inflow was largely driven by significant contributions from Engro Fertilizers Limited (approximately PKR 16.2bln) and Engro Polymer and Chemicals Limited, both of which notably enhanced Engro Corporation's profitability and cash flow. Additionally, Engro Energy contributed around PKR 2.54bln in dividend income, while Engro Eximp Agriproducts yielded no dividend income due to its derecognition from the books.

The financial risk coverage assessment for highlights a substantial improvement in the company's ability to manage its financial obligations. The total investment income to funding cost ratio surged to 6090.3x in CY24 from 45.6x , driven by reduced funding costs and improved income generation. Similarly, TCF (Total CashFlows) coverage against finance costs significantly increased to 1829.0x, the coverage against finance costs plus CMLTB (Current Maturities of Long-Term Borrowings) and guarantees increased to 423.9x from 43.6x, indicating reduced current maturities of Long-Term Borrowings and reduced finance cost. Liquidity assessment showed a remarkable improvement, with the ratio rising to 1001.6x from 29.0x, reflecting better cash and unutilized borrowing limits relative to obligations. Lastly, the loan-to-value ratio remained stable to 0%. Overall, the metrics reflect a significant strengthening of financial resilience, enhanced liquidity, and improved debt management.

The capital structure assessment for CY24 indicates a strategic realignment in the company's financial framework. The ratio of related party and total investments to shareholders' equity increased to 119.6% from 113.8%, reflecting a higher proportion of equity allocated to investments. Leveraging remained at nill, indicating the company's approach maintaining a predominantly equity-driven capital base. The combined ratio of funding and off-balance sheet exposure to shareholders' equity remained stable at 0%, though off-balance sheet exposure remained non-existent at 0.00% in both periods. Notably, current debt as a percentage of total funding was reported at 100% from 71.8%. Furthermore, the average borrowing rate declined to 12.4% from 13.4%, underscoring the need of effective cost management in funding strategies. Overall, the company has adopted a prudent approach, balancing investment growth with low-cost leveraging.

Engro Holdings has a strong consolidated asset base of ~ PKR 769bln in CY24 supported by an equity base of ~ PKR 232bln in the same period signifying a robust strength. Consolidated revenue stood at ~PKR 406bln during CY24 with a consolidated bottom line of ~PKR 43.3bln .