Engro Holdings Limited (“Engro Holdings” or “the Company”) was originally incorporated in 1968 as Dawood Hercules Chemicals Limited, a joint venture between the Dawood Group and Hercules Inc. In January 2011, following a major restructuring, the Company demerged its fertilizer operations into a wholly owned subsidiary, DH Fertilizers Limited, transitioned into a holding company, and was renamed Dawood Hercules Corporation Limited. In 2024, the Company was rebranded as Engro Holdings Limited, and in January 2025, a further corporate restructuring resulted in Engro Corporation Limited (ECL) becoming a wholly owned subsidiary of Engro Holdings and being delisted from the Pakistan Stock Exchange, while Engro Holdings continues to remain publicly listed on the PSX.

Engro Holdings operates as a strategic holding company, primarily overseeing and managing its equity interest in ECL. 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 ECL. ECL is among Pakistan’s largest conglomerates, with a diversified business portfolio encompassing key sectors including: fertilizer, petrochemicals, energy, telecommunication infrastructure and food & agriculture. The Company has three types of investments on its balance sheet: Core, Strategic and Non-Strategic investments. Core investments include a mix of Listed and Unlisted subsidiaries. Core investments encompass both listed and unlisted subsidiaries. The Company holds investments in 8 subsidiaries and 1 associate (out of which 3 are listed). 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. 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. Engro Connnect (Pvt.) Limited is also an unlisted wholly-owned subsidiary of Engro Corporation, which acts as the holding company of Engro Enfrashare (Pvt.) Limited and Deodar (Pvt.) Limited, which are focused on telecommunication infrastructure, operating a growing network of telecom towers across Pakistan. Engro Eximp FZE played a vital role in facilitating international trade. Engro Terminals operates Pakistan's first Liquefied Natural Gas (LNG) terminal at Port Qasim, providing crucial regasification services for LNG imports, vital for meeting the country's energy demand, securing a 60% share of the LPG market. Meanwhile, FrieslandCampina Engro Pakistan continues to focus on processing, marketing, and distributing dairy products and frozen desserts under popular brands such as Olpers, Omung, Omoré, and Tarang.

As of December 2025, Engro Holdings’ shareholding structure comprises ~7.59% held by the Dawood family, ~15.28% by associated companies, ~18.49% by financial institutions, ~20.28% by foreign companies, and ~38.37% by the general public.

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

The sponsors of the Group bring extensive and diversified business experience, with a proven track record across several 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 varying macroeconomic conditions and business cycles. Through proactive risk management and forward-looking decision-making, they have consistently driven sustainable growth while preserving operational stability. The depth 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 force within 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 and The Dawood Foundation. Almost all of Engro Holdings Limited's portfolio is consolidated within its flagship subsidiary, Engro Corporation Limited. As of December 2025, Engro Holdings boasts a strong asset base of ~PKR 167 billion and an equity base of ~PKR 166.9 billion.

The Company operates within a well-defined corporate governance framework overseen by a seven-member Board of Directors, including the Chief Executive Officer. The Board maintains a balanced composition, comprising the Chairman, one Executive Director (the CEO), and five Non-Executive Directors, four of whom are independent. While the Board includes representation from the sponsoring family, it remains committed to strong governance standards. Mr. Hussain Dawood serves as Non-Executive Director and Chairman of the Board, while Mr. Abdul Samad Dawood is Vice Chairman and Chief Executive Officer of Engro Holdings, and Ms. Sabrina Dawood is a Non-Executive Director. The independent directors include Mr. Sohail Tai, Mr. Ahmed Ebrahim Hasham, Mr. Isfandiyar Shaheen, and Mr. Muhammad Amin. A majority of Board members have a long-standing association with the Company, contributing institutional knowledge and continuity, and the overall structure reflects best practices by ensuring an effective balance between executive leadership and independent oversight to support accountability and the Company’s long-term strategic direction.

The Board comprises a distinguished group of professionals with expertise spanning business leadership, finance, technology, and social development, providing strong oversight and long-term strategic guidance. It is chaired by Mr. Hussain Dawood, who holds an MBA from the Kellogg School of Management and a degree in Metallurgy from the University of Sheffield, with extensive experience in governance, entrepreneurship, and philanthropy. Members include Mr. Abdul Samad Dawood, with over 20 years of experience in M&A, capital allocation, and portfolio management; Ms. Sabrina Dawood, who specializes in education, philanthropy, and community development with advanced degrees from University College London and the London School of Economics; Mr. Sohail Tai, a Stern School of Business graduate with over two decades of experience in investment management and financial analysis; Mr. Ahmed Ebrahim Hasham, with over 25 years of leadership experience across industrial and financial sectors and strong governance expertise; Mr. Isfandiyar Shaheen, experienced in quantitative finance, artificial intelligence, and digital transformation; and Mr. Muhammed Amin, who brings over 40 years of corporate leadership including CEO roles. Collectively, the Board’s academic credentials and professional experience underpin a governance framework rooted in expertise, integrity, and sustainable development.

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) Board Audit and Risk Committee, (b) Board People Committee, and (c) Board Investment Committee. During the CY25, the Board convened five 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 four meetings, the Board People Committee convened one meeting, all with strong participation from committee members, while hree meetings 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’s external Auditors are A.F. Ferguson & Co. They have issued an unqualified opinion on annual financial statements for the year ended December 2025, 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, 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 SACH International, and FrieslandCampina Engro Pakistan, and is also a member of the Boards of Engro Holdings, Engro Corporation, 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 Limited 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. 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 Holdings' 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.

All investment decisions are executed in strict compliance with established policies and procedures. The structured framework promotes consistency, accountability, and transparency, while also supporting well-informed decision-making across all levels of the organization.

To ensure effective oversight and governance of its investment activities, the Company 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 five distinguished members, including its Chairman, Mr. Abdul Samad Dawood, and Independent Directors: Mr. Ahmed Ebrahim Hasham, Mr. Sohail Tai, Mr. Muhammed Amin and Mr. Isfandiyar Shaheen. 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 CY25, three meetings of Board Investment Committee were held. 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 the Company's commitment to strong corporate governance and prudent investment management.

Engro Holdings’ sole core investment is its wholly owned subsidiary, ECL. ECL’s equity investment portfolio is well-diversified across key sectors, including food, fertilizers, petrochemicals, energy, terminal services, and telecommunications infrastructure, reflecting balanced exposure to both industrial and consumer-driven segments of the economy. This strategic diversification enables effective risk management by spreading investments across multiple industries and geographies, thereby reducing the impact of sector-specific downturns, mitigating overall economic volatility, and limiting reliance on any single revenue stream. The portfolio’s breadth enhances resilience against regulatory and geopolitical shifts while supporting stable long-term returns. In addition, the Company’s expansion into international markets such as the Middle East, Central Asia, and Africa further broadens its geographic exposure and unlocks new growth opportunities. Supported by strong governance practices and a comprehensive risk assessment framework, all investment decisions are aligned with ECL’s defined risk appetite, ensuring disciplined capital allocation, sustained portfolio stability, and long-term 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 ECL, the Company oversees this diversified portfolio through a strong investment management and governance framework, which supports both performance monitoring and strategic capital deployment. ECL 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. In addition, the Company has short-term investments of ~PKR 226 million in Shariah-compliant mutual funds as of December 2025.

The Company’s revenue is primarily driven by dividend income from its wholly owned subsidiary, ECL; however, in CY25, net investment income declined sharply to ~PKR 543 million from ~PKR 14,455 million in CY24, with only modest gains of ~PKR 12 million from mutual fund units, while dividend income from ECL also fell significantly to ~PKR 537 million compared to ~PKR 5,576 million in the prior year. Consequently, profit after tax decreased to ~PKR 253 million from ~PKR 9,854 million in CY24; this decline does not reflect a deterioration in the Company’s underlying performance but is primarily attributable to structural changes following the transfer of income-generating investments to DH Partners under a Scheme of Arrangement effective January 1, 2025, along with reduced dividend inflows from ECL, which retained earnings to support its obligations related to the Deodar transaction.

The Company reported no funding costs in CY25 (CY24: ~PKR 2 million), underscoring its debt-free capital structure. Consequently, TCF’s coverage of finance costs remained exceptionally strong at ~249.5x in CY25, though lower than ~1,829.0x in CY24. The moderation in coverage is mainly attributable to reduced dividend inflows during the year, which resulted in lower overall cash flows available to support coverage metrics.

The capital structure assessment for CY25 reflects a strategic realignment in the company’s financial framework. The ratio of related-party and total investments to shareholders’ equity declined to 100% in CY25 from ~119.6% in CY24, indicating improved alignment between equity base and investment deployment. Nearly the entire equity base is concentrated in a single core investment, ECL, highlighting a highly focused investment structure. Leverage remained nil, underscoring the company’s continued reliance on an equity-funded capital base and its conservative financial risk profile.

The Company maintains a strong consolidated financial position, with total assets rising to ~PKR 1,083 billion in CY25 (CY24: ~PKR 778 billion), supported by an equity base of ~PKR 303 billion (CY24: ~PKR 232 billion). Consolidated revenue increased to ~PKR 598 billion in CY25 (CY24: ~PKR 406 billion), while consolidated net income rose to ~PKR 107 billion (CY24: ~PKR 43 billion). The improvement in profitability was primarily driven by the reversal of previously recognized impairment charges booked in CY23 and CY24, pertaining to thermal energy assets that were earlier classified as “held for sale.” Excluding this one-off impact, consolidated profit after tax attributable to shareholders stood at ~PKR 29 billion, reflecting the group’s underlying core earnings performance.